SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of September 26, 2008, by and between COMERICA BANK (“Bank”) and PROXIM WIRELESS CORPORATION (“Borrower”).

Borrower and Bank are parties to that certain Loan and Security Agreement dated as of March 28, 2008, as it may be amended from time to time, including without limit by that certain First Amendment to Loan and Security Agreement dated as of August 13, 2008 (collectively, the “Agreement”).  The parties desire to amend the Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, the parties agree as follows:

1.           Exhibit A to the Agreement is hereby amended by adding or amending and restating the following defined terms to read in their entirety as follows:

“‘Advances Cap’ shall have the meaning assigned in Section 2.1(b)(i).”

“‘Base Cash Amount’ shall initially mean $1,500,000.  Commencing on September 30, 2008, and the last day of each fiscal quarter thereafter, the Base Cash Amount shall permanently increase by an amount equal to the sum of (i) 50% of Borrower’s quarterly net income for the immediately preceding fiscal quarter, as determined in accordance with GAAP, consistently applied and (ii) 75% of Borrower’s New Equity, if any, received during the immediately preceding fiscal quarter. If there is a loss as of the end of any fiscal quarter, Borrower’s net income shall be deemed to be $0 for such fiscal quarter for the purpose of determining Base Cash Amount.”

“‘Foreign Exchange Sublimit’ means a sublimit for foreign exchange contracts under the Revolving Line not to exceed $180,000.”

“‘Letter of Credit’ means a commercial or standby letter of credit or similar undertaking issued by Bank for the account of Borrower.”

“‘New Equity’ means cash proceeds received after September 26, 2008 from the sale or issuance of Borrower’s equity securities.”

“‘Revolving Line’” means a Credit Extension (inclusive of any amounts outstanding under the Credit Card Services Sublimit and the Foreign Exchange amount) of up to $1,800,000.”

2.           Section 2.1(b) of the Agreement is hereby amended and restated to read in its entirety as follows:

“(b)            Advances Under Revolving Line .

(i) Amount .  Subject to and upon the terms and conditions of this Agreement (1) Borrower may request Advances in an aggregate outstanding amount not to exceed the lesser of (A) $1,500,000 (the “Advances Cap”) or (B) the Borrowing Base, less any amounts outstanding under the Credit Card Services Sublimit and the Foreign Exchange Sublimit, and (2) amounts borrowed pursuant to this Section 2.1(b) may be repaid at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1(b) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium.

(ii) Form of Request .  Whenever Borrower desires an Advance, Borrower will notify Bank by facsimile transmission or telephone no later than 3:00 p.m. Pacific time (1:00 p.m. Pacific time for wire transfers), on the Business Day that the Advance is to be made.  Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit C.  Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in Bank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid.  Bank shall be entitled to rely on any telephonic notice given by a person who Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result of such reliance.  Bank will credit the amount of Advances made under this Section 2.1(b) to Borrower’s deposit account.

(iii)            Intentionally Omitted .

(iv)            Credit Card Services Sublimit .  Subject to the terms and conditions of this Agreement, Borrower may request corporate credit cards and standard and e-commerce merchant account services from Bank (collectively, the “Credit Card Services”).  The aggregate limit of the corporate credit cards and merchant credit card processing reserves shall not exceed the Credit Card Services Sublimit, provided that availability under the Revolving Line shall be reduced by the aggregate limits of the corporate credit cards issued to Borrower and merchant credit card processing reserves.  In addition, Bank may, in its sole discretion, charge as Advances any amounts that become due or owing to Bank in connection with the Credit Card Services.  The terms and conditions (including repayment and fee