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Employment Agreement - YDI Wireless Inc. and Alexander Young

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                              Employment Agreement
                               Mr. Alexander Young
                     June 1, 2004 through December 31, 2004

June 8, 2004

Mr. Alexander Young
6614 Quicksilver Court
Springfield, VA 22150

Dear Mr. Young:

      On behalf of YDI Wireless, Inc. (the "Company"), and subject to Board of
Director approval, I am pleased to offer you (the "Executive") a position of
increased scope and responsibility, as the Company's Senior Vice President,
Sales and Marketing. In this position, you will report directly to me, the
Chief Executive Officer (the "Offered Position"). After you have
had the opportunity to review and consider this offer, please indicate your
intentions by responding in writing as indicated below as soon as possible, but
not later than June 10, 2004. Please be advised that the Company reserves its
right to withdrawn this offer prior to your acceptance, without prior notice.

Offer Summary:

1)    Duties: Subject to the ultimate control and discretion of the Chief
      Executive Officer of the Company, the Executive shall serve in the Offered
      Position and perform all duties and services commensurate with that
      Offered Position. Examples of, but not a complete list of, the type of
      duties to be performed by the Executive follow;

      a)    attain Company revenue and profit objectives by: i) the direct
            supervision of regional sales personnel and marketing specialists,
            as well as direct customer and industry interaction; ii) the
            development and execution of an effective global distribution
            strategy; iii) the identification, articulation, business case
            analysis of new customer, product, service and market opportunities;
            iv) product life cycle management; v) the creation, increased
            awareness and customer loyalty to, the Company's "Brand(s)"; and vi)
            product pricing to ensure maximum profitability and target market
            penetration levels.

      b)    assist in the negotiate sales contracts, distributor agreements and
            recommend OEM supplier agreements for new products and services, and

      c)    develop Company strategy regarding meeting customer requirements,
            based on competitive and market analysis, and

      d)    coordinate the periodic preparation of the Company's business plan,

      e)    create, maintain and project a positive Company image to the public

      f)    create and maintain positive relations with investors, and

      g)    identify strategic business relationships that will enhance the
            Company's performance, and

      h)    any other related duties that may be assigned by the CEO from time
            to time.

2)    Reporting Location: The Executive's reporting location shall be at Company
      provided facilities located at 8000 Lee Highway, Falls Church, VA 22042
      (the "Reporting Location"). Please be advised that since the geographic
      scope of the Offered Position is global in nature, significant travel will
      be required.

3)    Compensation: For all considerations and services to be rendered by the
      Executive hereunder:


Offer letter - A. Young (cont.)

      a)    Base Salary: The Company shall pay the Executive an initial base
            salary that shall be calculated at the rate of $120,000 (One Hundred
            and Twenty thousand dollars), effective May 29, 2004, per year,
            payable in accordance with the company's normal payroll practices.
            This initial base salary may be adjusted from time to time based on
            actual performance measured against personal, team and Company
            goals, consistent with Company policy, and treatment of other
            Company executives.

      b)    Additional Compensation Eligibility: The Executive shall be eligible
            to receive additional compensation that will be comprised of 1.)
            Over quota monthly accomplishment, 2.) Over quota for seven (7)
            months ending December 31, 2004 bonus and 3.) Over achievement
            incentive award. Refer to Schedule "A", as attached to this
            document. Currently there is no over or under gross margin
            adjustment, but management may reconsider this and change it
            accordingly. Any such bonus payout, if any, is at the sole
            discretion of the Company and requires Board of Director Approval.

      c)    Equity Participation: Subject to approval of the Board of Directors
            of the Company, the Executive shall be granted options under a Stock
            Option Plan of the Company to purchase Twenty Five Thousand (25,000)
            shares of common stock of the Company, vesting over a four-year
            period, at an exercise price equal to the actual market price of the
            Company's stock on the Nasdaq OTCBB on the day of the actual grant.

      d)    Benefits: Upon employment, the Executive shall (a) be eligible to
            participate in the Company's group health and dental insurance,
            disability insurance, life insurance, 401k Pension Plan, and other
            Company-wide benefits; (b) begin to accumulate fifteen (15) business
            days of paid vacation per year; (c) be paid for a reasonable number
            of sick days per year as defined in the Company's Employee Handbook;
            (d) be entitled to the Company's Nine (9) scheduled paid holidays
            plus a revenue recognition day, if applicable; and (e) participate
            in such other benefits that may become available to all employees of
            the Company in the future.

      e)    Business Expenses: The Company shall promptly reimburse the
            Executive for all reasonable and customary expenses incurred by the
            Executive in connection with the performance of the Executive's
            duties and responsibilities, that are consistent with Company travel
            and expense policy and upon presentation of completed expense
            reports with supporting receipts and/or other appropriate

4)    Non-Competition: In consideration of continued employment by the Company
      and the Executive's receipt of the salary and other benefits associated
      with the Executive's employment, and in acknowledgment that (i) the
      Company is engaged in a business based upon the development and
      distribution of wireless communication technology, (ii) maintains secret
      and confidential information, (iii) during the course of the Executive's
      employment by the Company such secret or confidential information may
      become known to the Executive, and (iv) full protection of the Company's
      business makes it essential that no employee appropriate for his or her
      own use, or disclose such secret or confidential information, the
      Executive agrees to the following:

      a)    The Executive shall not use or disclose at any time during the
            Executive's employment with the Company, or at any time thereafter,
            any trade secret or proprietary or confidential information of the
            Company or any of its affiliates.

      b)    During the Executive's employment with the Company the Executive
            shall not be engaged as an officer, director or executive of, or in
            any way be associated in a management or ownership capacity with,
            any corporation, partnership or other enterprise or venture which
            conducts a business which is in competition with the business of the
            Company provided, however, that the Executive may own not more than
            3% of the outstanding securities, or equivalent equity interests, of
            any class of any corporation or firm which is in competition with
            the business of the Company, which securities are listed on a
            national securities exchange or traded in the over-the-counter

                                   Pg. 2 of 4

Offer letter - A. Young (cont.)

      c)    The Executive agrees that during his employment to promptly disclose
            and assign to the Company the Executive's entire right, title and
            interest in any and all inventions and copyrights (including
            intellectual properties) solely or jointly conceived and/or reduced
            to practice by the Executive during the term of his employment
            relating to the current or projected business of the Company. The
            Executive agrees that all of such inventions and copyrights are the
            property of said Company.

      d)    The Executive agrees to receive confidential, proprietary and other
            information of the Company in confidence, and not, directly or
            indirectly, during the term of is employment or any time after his
            employment is terminated for any reason to disclose or furnish to
            others, assist others in the application of or use for the
            Executive's own gain, such information, including, but not limited
            to, the Company's customer lists and trade secrets, methods of
            conducting or obtaining business, the manner or process of
            manufacture, and the design and drawings of its products, or any
            part thereof, unless and until it has become public knowledge, or
            has come into the possession of such or others by legal and
            equitable means. Furthermore, whether or not such information
            comprises proprietary information, trade secrets, or confidential
            information, the Executive also agrees not to disclose, furnish to
            others, assist others in the application of, or use for the
            Executive s own gain, either any information within the categories
            of information herein above specifically listed, including the
            identity of any customers of the Company, or any other information
            relating to the Company s business not made available by the Company
            to the public or in the public domain.

      e)    To assist in carrying out the intent of subparagraph (d) above, the
            Executive, during the term of his employment, agrees to refrain from
            engaging on his own behalf or on behalf of any third party in the
            design, manufacture, or sale of electronic equipment, accessories
            and components thereof, or to perform services or research work in
            this field of activity.

5)    Termination: The Executive acknowledge and agrees that, notwithstanding
      the foregoing, the Executive's employment with the Company is "at will",
      meaning that the Company may terminate the Executive's employment with the
      Company at any time, with or without Cause. As used herein, "Cause" means
      the Executive's commission of a felony, gross dereliction or abdication of
      duties, repeated refusal to perform duties assigned to the Executive by
      management that are consistent with the Executive's titles, or the
      Executive's intentional acts that cause material harm to the Company.

6)    Other Provisions:

      a)    The Executive agrees to deliver to the Company, upon termination of
            his employment, all property and documents of the Company and all
            data relating to the Company s business then in his custody and not
            take with him any drawings, documents, or reproductions of
            confidential or trade secret information or of any other information
            of any kind not made available to the public by the Company.

      b)    The Executive also agrees that the Company may use for any purpose,
            at any time during his employment or after such employment, all
            photographs of the Executive taken during the term of his

      c)    The Executive also agrees that he will not, directly or indirectly,
            during the term of his employment or within one year after
            termination of his employment for any reason, in any manner,
            encourage, persuade, or induce any other Executive of the Company to
            terminate his employment, or any person or entity engaged by the
            Company to represent it to terminate that relationship.

      d)    The Executive also agrees to, and acknowledges that he has been
            informed that the Company reserves its right to require the
            Executive to submit to, and pass a drug-screening test as a
            condition of this employment offer.

                                   Pg. 3 of 4

Offer letter - A. Young (cont.)

Please indicate your acceptance of this offer by signing below and returning
this original to Mr. Patrick Milton. If you have any questions regarding this
offer, please feel free to contact me directly by phone at (703) 205-0600 or
e-mail at

Very Truly Yours,                           ACCEPTED AND AGREED:

/s/ Robert E. Fitzgerald                    By  /s/ Alexander Young
--------------------------------                ----------------------------
Robert Fitzgerald                               Alexander Young

                                   Pg. 4 of 4