AGREEMENT AND PLAN OF MERGER



                                  BY AND AMONG



                               YDI WIRELESS, INC.



                          T-REX ACQUISITION CORPORATION



                                       AND



                              TERABEAM CORPORATION



                           DATED AS OF APRIL 14, 2004



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                          AGREEMENT AND PLAN OF MERGER



      This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered

into as of April 14, 2004 among YDI WIRELESS, INC., a Delaware corporation

("Parent"), T-REX ACQUISITION CORPORATION, a Washington corporation and a wholly

owned subsidiary of Parent ("Merger Sub"), and TERABEAM CORPORATION, a

Washington corporation (the "Company").



                                    RECITALS



      A. Upon the terms and subject to the conditions of this Agreement and in

accordance with the Washington Business Corporation Act (the "Washington

Corporate Law"), Parent and the Company will enter into a business combination

transaction pursuant to which Merger Sub will merge with and into the Company

(the "Merger").



      B. The Board of Directors of each of the Company, Parent, and Merger Sub

(i) has determined that the Merger is in the best interests of each company and

their respective stockholders and (ii) has approved this Agreement, the Merger,

and the other transactions contemplated by this Agreement.



      C. The Company, Parent, and Merger Sub desire to make certain

representations and warranties and other agreements in connection with the

Merger.



      D. The parties intend, by executing this Agreement, to adopt a plan of

reorganization within the meaning of Section 368 of the Internal Revenue Code of

1986, as amended (the "Code").



      NOW, THEREFORE, in consideration of the covenants, promises and

representations set forth herein, and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the parties agree

as follows:



                                    ARTICLE I



                                   THE MERGER



            1.1 The Merger. At the Effective Time (as defined in Section 1.2)

and subject to and upon the terms and conditions of this Agreement and the

applicable provisions of the Washington Corporate Law, Merger Sub shall be

merged with and into the Company, the separate corporate existence of Merger Sub

shall cease, and the Company shall continue as the surviving corporation. The

Company as the surviving corporation after the Merger is hereinafter sometimes

referred to as the "Surviving Corporation." At the Effective Time, the purpose

of the Surviving Corporation shall be to conduct and engage in all lawful

activities and business to the maximum extent permitted by the Washington

Corporate Law.





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            1.2 Effective Time. Subject to the provisions of this Agreement, the

parties hereto shall cause the Merger to be consummated by filing Articles of

Merger (the "Articles of Merger") with the Secretary of State of the State of

Washington in accordance with the relevant provisions of the Washington

Corporate Law (the time of such filing or such subsequent date or time as the

parties shall agree and specify in the Articles of Merger being the "Effective

Time") as soon as practicable on or after the Closing Date (as herein defined).

The closing of the Merger (the "Closing") shall take place at the offices of the

Parent at a time and date to be specified by the parties, which shall be no

later than the second business day after the satisfaction or waiver of the

conditions set forth in Section 6.1 or at such other time, date, and location as

the parties hereto agree (the "Closing Date").



            1.3 Effect of the Merger. At the Effective Time, the effect of the

Merger shall be as provided in this Agreement and the applicable provisions of

the Washington Corporate Law. Without limiting the generality of the foregoing,

and subject thereto, at the Effective Time, all the property, rights,

privileges, powers, and franchises of the Company and Merger Sub shall vest in

the Surviving Corporation, and all debts, liabilities, and duties of the Company

and Merger Sub shall become the debts, liabilities, and duties of the Surviving

Corporation.



            1.4 Articles of Incorporation; By-laws.



                  (a) Unless otherwise determined by Parent prior to the

Effective Time, at the Effective Time, the Articles of Incorporation of Merger

Sub, as in effect immediately prior to the Effective Time, shall be the Articles

of Incorporation of the Surviving Corporation until thereafter amended as

provided by law and such Articles of Incorporation; provided, however, that

Article 1 of the Articles of Incorporation of the Surviving Corporation shall be

amended to read as follows: "The name of the corporation is Terabeam

Corporation." At the Effective Time, the authorized capital stock of the

Surviving Corporation shall be 3,000 shares of common stock, no par value per

share.



                  (b) The By-laws of Merger Sub, as in effect immediately prior

to the Effective Time, shall be the By-laws of the Surviving Corporation until

thereafter amended.



            1.5 Directors and Officers. The directors of Merger Sub shall be the

initial directors of the Surviving Corporation, until their respective

successors are duly elected or appointed and qualified. The officers of Merger

Sub shall be the initial officers of the Surviving Corporation, until their

respective successors are duly elected or appointed and qualified.



            1.6 Effect on Capital Stock. At the Effective Time, by virtue of the

Merger and without any action on the part of Merger Sub, the Company, or the

holders of any of the following securities:



                  (a) Conversion of Company Common Stock. Each share of Company

Voting Stock and of Company Nonvoting Stock (as those terms are defined in

Section 2.2(a)) issued and outstanding immediately prior to the Effective Time

(other than any shares of Company Common Stock (as defined in Section 2.2(a)) to

be canceled pursuant to Section 1.6(b) and Company Dissenting Shares (as defined

in Section 1.6(c) below)) will be canceled and extinguished and be automatically

converted (subject to Sections 1.6(f) and (g)) into the right to





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receive either: (i) 0.220 shares of common stock, par value $0.01 per share, of

Parent (the "Parent Common Stock") if the Volume-Weighted Average Price of the

Parent Common Stock over the twenty (20) consecutive trading days ending three

(3) trading days prior to the Closing Date (the "Measurement Period") is equal

to, or less than, $5.40 per share (as adjusted for stock splits, combinations,

recapitalizations and the like); or (ii) 0.200 shares of Parent Common Stock if

the Volume-Weighted Average Price of the Parent Common Stock over the

Measurement Period is above $5.40 per share (as adjusted for stock splits,

combinations, recapitalizations and the like) (in either case, the "Exchange

Ratio"), together with cash in lieu of fractional shares pursuant to Section

1.6(g) below (collectively, the "Merger Consideration"), and the right to

receive a certificate therefor, upon surrender of the certificate representing

such share of Company Common Stock in the manner provided in Section 1.7 (or in

the case of a lost, stolen, or destroyed certificate, upon delivery of an

affidavit (and bond, if required) in the manner provided in Section 1.9).

Certificates representing shares of Parent Common Stock issued in connection

with the Merger shall be issued in accordance with Section 1.7 below. For

purposes of this Agreement, the "Volume-Weighted Average Price" of Parent Common

Stock shall be equal to the sum of "X" for each trading day during the

Measurement Period (each such day, a "Subject Day") as calculated using the

following formula:



                  X = ((Y +Z) / 2) * (A/B)



      where X =   the weighted average price component for the Subject Day

                  (rounded to the nearest penny).



            Y =   the highest sale price of Parent Common Stock on the Subject

                  Day as reported by the OTC Bulletin Board

                  (http://www.otcbb.com).



            Z =   the lowest sale price of Parent Common Stock on the Subject

                  Day as reported by the OTC Bulletin Board.



            A =   the total number of shares of Parent Common Stock traded on

                  the Subject Day as reported by the OTC Bulletin Board.



            B =   the total number of shares of Parent Common Stock traded

                  during the Measurement Period as reported by the OTC Bulletin

                  Board.



                  (b) Cancellation of Company-Owned Stock. Each share of Company

Common Stock owned by any direct or indirect wholly owned subsidiary of the

Company immediately prior to the Effective Time shall be canceled and

extinguished without any conversion thereof.



                  (c) Dissenting Shares. Notwithstanding anything in this

Agreement to the contrary, shares of Company Common Stock that have not been

voted for adoption of this Agreement and with respect to which appraisal rights

shall have been properly perfected in accordance with Chapter 23B.13 of the

Washington Corporate Law (the "Company Dissenting Shares") shall not be

converted into the right to receive the Merger Consideration in accordance with

this Agreement, at or after the Effective Time, unless and until the holder of

such Company Dissenting Shares withdraws its demand for such appraisal in

accordance with the Washington





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Corporate Law or becomes ineligible for such appraisal. If a holder of Company

Dissenting Shares shall withdraw its demand for such appraisal in accordance

with the Washington Corporate Law or shall become ineligible for such appraisal,

then, as of the later of the Effective Time or the occurrence of such event,

such holder's Company Dissenting Shares shall cease to be Company Dissenting

Shares and shall be deemed to have converted as of the Effective Time into the

right to receive the Merger Consideration into which its Company Common Stock

would otherwise have converted as of the Effective Time pursuant to this

Agreement. The Company shall give prompt notice to Parent of any demands

received by the Company for appraisal of any shares of capital stock of the

Company, and Parent shall have the right to participate in all negotiations,

proceedings, and settlements with respect to such demands. Before the Effective

Time, the Company shall not, without the prior written consent of Parent, which

consent shall not be unreasonably withheld, make any payment with respect to, or

settle or offer to settle, any such demands or agree to do any of the foregoing.



                  (d) Stock Options and Warrants. All options and warrants to

purchase Company Common Stock outstanding immediately prior to the Effective

Time shall be treated in accordance with Section 5.11 hereof.



                  (e) Capital Stock of Merger Sub. Each share of Common Stock,

par value $.01 per share, of Merger Sub issued and outstanding immediately prior

to the Effective Time shall be converted into and exchanged for one validly

issued, fully paid, and nonassessable share of Common Stock, par value $.01 per

share, of the Surviving Corporation. Each stock certificate of Merger Sub

evidencing ownership of any such shares shall continue to evidence ownership of

such shares of capital stock of the Surviving Corporation.



                  (f) Adjustments to Exchange Ratio. If between the date hereof

and the Effective Time, the outstanding shares of Parent Common Stock or Company

Common Stock shall be changed into a different number of shares by reason of any

reclassification, recapitalization, reorganization, split-up, combination or

exchange of shares, or if any dividend payable in stock or other securities

shall be declared thereon with a record date within such period, the Exchange

Ratio shall be adjusted accordingly to provide to the holders of Company Common

Stock the same economic benefit as was contemplated by this Agreement prior to

such reclassification, recapitalization, reorganization, split-up, combination,

exchange, or dividend. For the purposes of avoiding any ambiguity, any

conversions of Company Nonvoting Stock into Company Voting Stock shall not

affect the Exchange Ratio.



                  (g) Fractional Shares. No fraction of a share of Parent Common

Stock will be issued by virtue of the Merger, but in lieu thereof each holder of

shares of Company Common Stock who would otherwise be entitled to a fraction of

a share of Parent Common Stock (after aggregating all fractional shares of

Parent Common Stock to be received by such holder) shall receive from Parent,

without interest, an amount of cash (rounded to the nearest whole cent) equal to

the product of (i) such fraction, multiplied by (ii) the Volume-Weighted Average

Price of the Parent Common Stock over the Measurement Period.



            1.7 Surrender of Certificates.





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                  (a) Exchange Agent. Registrar and Transfer Company, or another

similar institution selected by Parent, shall act as the exchange agent (the

"Exchange Agent") in the Merger.



                  (b) Parent to Provide Common Stock. Promptly after the

Effective Time, Parent shall make available to the Exchange Agent for exchange

in accordance with this Article I, through such reasonable procedures as Parent

may adopt, the shares of Parent Common Stock issuable pursuant to Section 1.6 in

exchange for outstanding shares of Company Common Stock and cash in an amount

sufficient for payment in lieu of fractional shares pursuant to Section 1.6(g).



                  (c) Exchange Procedures. Promptly after the Effective Time,

the Surviving Corporation shall cause to be mailed to each holder of record of a

certificate or certificates (the "Certificates") which immediately prior to the

Effective Time represented outstanding shares of Company Common Stock whose

shares were converted into the right to receive shares of Parent Common Stock

and cash in lieu of fractional shares pursuant to Section 1.6, (i) a letter of

transmittal (which shall specify that delivery shall be effected, and risk of

loss and title to the Certificates shall pass, only upon delivery of the

Certificates to the Exchange Agent and shall be in such form and have such other

provisions as Parent may reasonably specify) and (ii) instructions for use in

effecting the surrender of the Certificates in exchange for certificates

representing shares of Parent Common Stock and cash in lieu of fractional

shares. Upon surrender of a Certificate for cancellation to the Exchange Agent

or to such other agent or agents as may be appointed by Parent, together with

such letter of transmittal, duly completed and validly executed in accordance

with the instructions thereto, the holder of such Certificate shall be entitled

to receive in exchange therefor a certificate representing the number of whole

shares of Parent Common Stock and cash in lieu of fractional shares which such

holder has the right to receive pursuant to Section 1.6, and the Certificate so

surrendered shall forthwith be canceled. Until so surrendered, each outstanding

Certificate that, prior to the Effective Time, represented shares of Company

Common Stock will be deemed from and after the Effective Time, for all corporate

purposes other than the payment of dividends, to evidence the right to receive

the number of full shares of Parent Common Stock into which such shares of

Company Common Stock shall have been so converted and the right to receive a

certificate representing shares of Parent Common Stock and an amount in cash in

lieu of the issuance of any fractional shares in accordance with Section 1.6.



                  (d) Distributions With Respect to Unexchanged Shares. No

dividends or other distributions declared or made after the date of this

Agreement with respect to Parent Common Stock with a record date after the

Effective Time will be paid to the holder of any unsurrendered Certificate with

respect to the shares of Parent Common Stock represented thereby until the

holder of record of such Certificate shall surrender such Certificate. Subject

to applicable law, following surrender of any such Certificate, there shall be

paid to the record holder of the certificates representing whole shares of

Parent Common Stock issued in exchange therefor, without interest, at the time

of such surrender, the amount of dividends or other distributions with a record

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