<SEQUENCE>3

<FILENAME>exhibit2-1.txt

<TEXT>

                          AGREEMENT AND PLAN OF MERGER



                                  BY AND AMONG



                               YDI WIRELESS, INC.



                          STUN ACQUISITION CORPORATION



                                       AND



                                  PHAZAR CORP.



                          DATED AS OF OCTOBER 30, 2003











EXECUTION COPY



<PAGE>



                          AGREEMENT AND PLAN OF MERGER

                          ----------------------------





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

                                              ---------

into as of October 30, 2003 among YDI WIRELESS, Inc., a Delaware corporation

("Parent"), STUN ACQUISITION CORPORATION, a Delaware corporation and a wholly

---------

owned subsidiary of Parent ("Merger Sub"), and PHAZAR CORP., a Delaware

                            -----------

corporation (collectively with its subsidiaries including Antenna Products

Corporation, Phazar Antenna Corp., and Thirco, Inc., the "Company").

                                                          -------



                                    RECITALS

                                    --------



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

accordance with the General Corporation Law of the State of Delaware (the

                                                                      ----

"DGCL"), 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

DGCL, 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." The

                                                    ----------------------

name of the Surviving Corporation shall be Antenna Products Inc. 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 DGCL.





EXECUTION COPY



<PAGE>



     1.2 Effective Time.

         ---------------



     Subject to the provisions of this Agreement, the parties hereto shall cause

the Merger to be consummated by filing a Certificate of Merger (the "Certificate

                                                                     -----------

of Merger") with the Secretary of State of the State of Delaware in accordance

---------

with the relevant provisions of the DGCL (the time of such filing or such

subsequent date or time as the parties shall agree and specify in the

Certificate 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 Sections 6.1

and 6.3(e) 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 DGCL. 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 Certificate of Incorporation; By-laws.

         -------------------------------------



          (a) Unless otherwise determined by Parent prior to the Effective Time,

at the Effective Time, the Certificate of Incorporation of Merger Sub, as in

effect immediately prior to the Effective Time, shall be the Certificate of

Incorporation of the Surviving Corporation until thereafter amended as provided

by law and such Certificate of Incorporation; provided, however, that Article I

of the Certificate of Incorporation of the Surviving Corporation shall be

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

Inc." At the Effective Time, the authorized capital stock of the Surviving

Corporation shall be 3,000 shares of common stock, par value $0.01 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:



EXECUTION COPY

                                       2

<PAGE>





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

              ----------------------------------

par value $.01 per share, of the Company (the "Company Common Stock") issued and

                                               --------------------

outstanding immediately prior to the Effective Time (other than any shares of

Company Common Stock 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 receive 1.20 (the "Exchange Ratio") shares of Common Stock,

                                     --------------

par value $.01 per share, of Parent (the "Parent Common Stock") (collectively,

                                          -------------------

the "Merger Consideration") 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).



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

              -----------------------------------

Stock held in the treasury of the Company or owned by Merger Sub, Parent, or any

direct  or  indirect  wholly  owned  subsidiary  of  Parent  or 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 Section 262 of the DGCL (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

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