INTERCREDITOR AGREEMENT

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Exhibit 10.83

INTERCREDITOR AGREEMENT

        THIS INTERCREDITOR AGREEMENT, dated as of July 30, 2004 (this " Agreement "), is by and among SILICON VALLEY BANK (" SVB "), WARBURG PINCUS PRIVATE EQUITY VIII, L.P., as collateral agent for the Noteholders (as herein defined) (in such capacity, the " Collateral Agent "), PROXIM CORPORATION (the " Company ") and PROXIM WIRELESS NETWORKS, INC., WIRELESSHOME CORPORATION and PROXIM INTERNATIONAL HOLDINGS, INC. (formerly Western Multiplex International Holdings, Inc.), each of which is a wholly-owned subsidiary of the Company (collectively the " Guaranteeing Subsidiaries ").

W I T N E S S E T H:

        WHEREAS, reference is made to those certain SVB Agreements (as herein defined) pursuant to which the Company has granted a security interest in and lien on the SVB Parent Collateral (as herein defined) to SVB and to those certain SVB Subsidiary Agreements (as herein defined), pursuant to which the Guaranteeing Subsidiaries have guaranteed the obligations of the Company under the SVB Agreements and have granted security interests in and liens on the SVB Subsidiary Collateral (as herein defined);

        WHEREAS, reference is made to that certain Securities Purchase Agreement, dated as of July 27, 2004 (the " Purchase Agreement "), by and among the Company and the purchasers named therein (the " Purchasers "), pursuant to which, subject to the conditions set forth therein, the parties thereto have agreed to the issuance by the Company of $10 million in aggregate principal amount of secured promissory notes (the " Notes ") to the Purchasers (the Purchasers and the other holders from time to time of the Notes being referred to herein collectively as the " Noteholders ");

        WHEREAS, reference is made to that certain Pledge and Security Agreement, dated as of even date herewith (the " Pledge and Security Agreement "), by and among the Company, the Collateral Agent and the Purchasers (for the purposes of agreeing to and accepting the provisions set forth in Article X and Article XI therein), pursuant to which the Company is granting liens on and security interests in the Collateral (as defined in the Pledge and Security Agreement) as security for the full, prompt and complete payment and performance when due of the Note Obligations (as defined herein);

        WHEREAS, reference is made to those certain Subsidiary Guaranties, dated as of even date herewith (collectively the " Subsidiary Guaranties "), by each of the Guaranteeing Subsidiaries in favor of the Noteholders, and (ii) those certain Subsidiary Pledge and Security Agreements, dated as of even date herewith (collectively the " Subsidiary Pledge and Security Agreements "), by and among each of the Guaranteeing Subsidiaries and the Collateral Agent;

        WHEREAS, the Pledge and Security Agreement and the Subsidiary Pledge and Security Agreements provide that the ranking and priority of the security interests and liens granted thereunder shall be governed in accordance with the provisions set forth herein; and

        WHEREAS, in connection with the Pledge and Security Agreement and the Subsidiary Pledge and Security Agreements, the parties wish to enter into this Agreement.

        NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby set forth and agree as follows:

SECTION 1     Definitions .

        1.1    Definitions . Terms used but not otherwise defined herein shall have the meanings provided in the Purchase Agreement. As used herein:

        " Bankruptcy Code " means the United States Bankruptcy Code.

        " Bankruptcy Event " means any voluntary or involuntary bankruptcy, insolvency, receivership or other statutory or common law proceeding or arrangement involving the Company or any Guaranteeing Subsidiary or the readjustment of its liabilities or any assignment for the benefit of its creditors or any marshalling of its assets or liabilities.

        " Event of Default " has the meaning given to it in the Notes.

        " Note Guaranty Obligations " means the obligations of the Guaranteeing Subsidiaries under the Subsidiary Guaranties in favor of the Noteholders.

        " Note Obligations " has the meaning given to it in the Pledge and Security Agreement.

        " Noteholder Collateral " means "Collateral," as defined in the Noteholder Collateral Documents.

        " Noteholder Collateral Documents " means the Pledge and Security Agreement, the Subsidiary Pledge and Security Agreements, any intellectual property security agreement and any and all other security agreements, pledge agreements, deeds of trust, security deeds and like instruments establishing or otherwise giving effect to the liens on and security interests in the Noteholder Collateral, including Uniform Commercial Code financing statements and notice filings in respect of intellectual property, in each case as amended or modified.

        " Requisite Holders " has the meaning given to it in the Pledge and Security Agreement.

        " SVB Agreements " means collectively the following (as the same have been previously modified or amended and as the same may hereafter be modified or amended from time to time): (a) the Loan and Security Agreement, dated as of December 27, 2002 and as amended on March 18, 2003, between SVB and the Company; (b) the Intellectual Property Security Agreement, dated as of December 27, 2002, between SVB and the Company; (c) the Letter Agreement, dated June 13, 2003, between SVB and the Company; (d) the Accounts Receivable Financing Agreement, dated as of June 13, 2003, between SVB and the Company; (e) the Temporary Overadvance Agreement, dated as of June 23, 2003, between SVB and the Company; (f) all present and future documents, instruments and agreements relating to the foregoing and (g) all schedules, exhibits and annexes attached to the foregoing.

        " SVB Collateral " means the SVB Parent Collateral and the SVB Subsidiary Collateral.

        " SVB Obligations " means all present and future indebtedness, liabilities, guarantees and other obligations of the Company or any Guaranteeing Subsidiary to SVB, including without limitation, those relating to cash management services, letters of credit and foreign exchange contracts, and interest accruing before or after any bankruptcy or insolvency proceeding is commenced by or against the Company or any Guaranteeing Subsidiary, as the case may be, provided , that the aggregate principal amount thereof does not exceed $20,000,000.

        " SVB Parent Collateral " means "Collateral," as defined in the SVB Agreements, including without limitation the assets described on Exhibit A hereto.

        " SVB Subsidiary Agreements " means collectively the following (as the same may have been previously modified or amended and as the same may hereafter be modified or amended from time to time): (a) the Continuing Guaranty, dated December 27, 2002, by the Guaranteeing Subsidiaries in favor of SVB; (b) the Security Agreement, dated December 27, 2002, between the Guaranteeing Subsidiaries and SVB; and (c) the Intellectual Property Security Agreement, dated as of December 27, 2002, between the Guaranteeing Subsidiaries and SVB.

        " SVB Subsidiary Collateral " means the collateral described in the SVB Subsidiary Security Agreement, including without limitation, the assets set forth in Exhibit B attached hereto.

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        " SVB Subsidiary Security Agreement " means the Security Agreement, dated December 27, 2002, between each of the Guaranteeing Subsidiaries and SVB and all future amendments and supplements thereto.

SECTION 2     Priority Provisions and Consent .

        2.1    Priority .    (a) The parties hereto agree that, as between SVB, on the one hand, and the Collateral Agent and the Noteholders, on the other hand:

          (i)  the security interests and liens of SVB in the SVB Collateral shall be first priority security interests and liens;

         (ii)  the security interests and liens of the Collateral Agent, on behalf of the Noteholders, in the SVB Collateral to secure the Note Obligations shall be junior and subordinate to the security interests and liens therein of SVB; and

        (iii)  the provisions of clauses (i) and (ii) above shall be effective regardless of the times or order of issuance or incurrence of any of the obligations referred to in this Section 2.1 (a), or the times of creation, attachment or perfection of any of such security interests and liens or of the order of execution of any agreements or instruments relating thereto or of the order of filing or recording of any financing statement, notice of lien or other document with respect thereto.

        (b)   The parties hereto agree that, as between SVB, on the one hand, and the Collateral Agent and the Noteholders, on the other hand:

          (i)  the security interests and liens of SVB in the SVB Subsidiary Collateral shall be first priority security interests and liens;

         (ii)  the security interests and liens of the Collateral Agent, on behalf of the Noteholders, in the SVB Subsidiary Collateral to secure the Note Guaranty Obligations shall be junior and subordinate to the security interests and liens therein of SVB; and

        (iii)  the provisions of clauses (i) and (ii) above shall be effective regardless of the times or order of issuance or incurrence of any of the obligations referred to in this Section 2.1(b), or the times of creation, attachment or perfection of any of such security interests and liens or of the order of execution of any agreements or instruments relating thereto or of the order of filing or recording of any financing statement, notice of lien or other document with respect thereto.

        (c)   SVB hereby consents to: (i) the issuance of the Notes by the Company to the Noteholders; (ii) the execution and delivery of the Subsidiary Guaranties; and (iii) the creation and grant of the security interests in and liens on the Noteholder Collateral to the Collateral Agent, on behalf of Noteholders, pursuant to the Loan Documents. ¹

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Company to confirm whether any other transactions under the Purchase Agreement require SVB consent.

        2.2    Proceeds of SVB Collateral .    Without limiting the provisions of Section 2.3 hereof, any amounts received by the Collateral Agent or any Noteholder on or as a result of any exercise of remedies under the Noteholder Collateral Documents with respect to, or otherwise from the proceeds of a sale or transfer or other disposition of, the SVB Collateral, or otherwise with respect to the Collateral, shall be paid over to SVB for application to the SVB Obligations in the manner provided in the SVB Agreements or the SVB Subsidiary Agreements, as the case may be.

        2.3    Limitations on Rights and Remedies .    Neither the Collateral Agent nor any Noteholder shall be entitled to exercise any rights or remedies with respect to the SVB Collateral, including any right to (a) enforce any liens thereon or sell or otherwise foreclose on any portion of the SVB Collateral or

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(b) request any action, institute proceedings, give any instructions, make any election, give any notice to account debtors or make collections with respect to any portion of the SVB Collateral. The Collateral Agent will execute and deliver any and all releases and other documents that SVB may reasonably request to give effect to any such sale of or foreclosure upon SVB Collateral (subject to the rights of the Collateral Agent and the Noteholders to any SVB Collateral or proceeds thereof if such sale or foreclosure shall result in a termination of this Agreement as to SVB pursuant to Section 4.4 hereof).

        2.4    No Other Beneficiaries of Lien Subordination .    This Agreement and the provisions contained herein are intended only for the benefit of SVB and, to the extent provided in Section 2.1 or Section 4.4 hereof, the Noteholders, and not for the benefit of the Company or the Guaranteeing Subsidiaries or any other creditor of the Company. Neither the Company nor any Guaranteeing Subsidiary will publish or give to any creditor or prospective creditor of the Company any copy, statement or summary (or acquiesce in the publication or giving of any such copy, statement or summary) as to the subordination hereunder of the lien rights of the Collateral Agent, on behalf of the Noteholders, relative to the lien rights of SVB, without also stating or causing to be stated (in a conspicuous manner in the case of any document) that such subordination is solely for the benefit of SVB and not for the benefit of any other creditor of the Company or the Company.

        2.5    Rights of SVB Not to be Impaired .    No right of SVB to enforce the provisions hereof shall at any time in any way be prejudiced or impaired by any act or omission in good faith by SVB or by any noncompliance by any other party to this Agreement with the terms and provisions hereof or of any documents or instruments relating to the SVB Obligations, regardless of any knowledge thereof that SVB may have or otherwise be charged with.

        2.6    Waivers.     SVB shall not have any liability or duty of any kind to the Collateral Agent or the Noteholders with respect to the SVB Collateral, except as set forth in this Agreement. The Collateral Agent and the Noteholders hereby waive and release any claim that any of them may now or hereafter have against SVB arising out of any and all actions which it, in good faith, takes or omits to take with respect to the SVB Collateral, including (a) actions with respect to the creation, perfection or continuation of liens on or security interests in such Collateral, (b) actions with respect to the foreclosure upon, sale, release or disposition of, or failure to realize upon, any of such Collateral or (c) any other action with respect to the enforcement of any provision with respect to the SVB Collateral or the valuation, use, protection or disposition of such Collateral. Notwithstanding the foregoing, SVB shall give the Collateral Agent reasonable prior notice of any foreclosure upon or disposition of any SVB Collateral by SVB.

        2.7    Remedies .    The rights and remedies of SVB under the SVB Agreements and the SVB Subsidiary Agreements shall be cumulative and not exclusive of any rights or remedies which it would otherwise have. No failure or delay by SVB in exercising any such right shall operate as a waiver of such right, nor shall any partial or single exercise of any such right preclude its other or further exercise or the exercise of any other right.

        2.8    SVB's Rights .    This is a continuing agreement of subordination of Collateral Agent's and the Noteholders' security interests, and SVB may continue, without notice to the Collateral Agent and the Noteholders, to extend credit or other accommodations or benefits, and loan monies, to or for the account of the Company in reliance hereon. SVB may at any time, in its discretion, renew or extend the time of payment of all or any SVB Obligations, amend or modify the SVB Obligations and any terms or provisions thereof (including without limitation the rate of interest thereon) or of any agreement securing the same or otherwise relating thereto, waive or release any SVB Collateral which may be held therefor at any time, and make and enter into any such agreement or agreements as SVB may deem proper or desirable relating to the SVB Obligations, without notice to or further consent from the Collateral Agent and the Noteholders; provided , however , that the aggregate principal amount of the SVB Obligations shall not exceed $20,000,000 (plus interest and reasonable costs, fees and

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expenses, including without limitation reasonable attorneys fees) without the consent of the Collateral Agent. The Collateral Agen