This Amendment 2 to Employment Agreement (this "Amendment") dated as of
January 24, 2003 is entered into by and between Telaxis Communications
Corporation, a Massachusetts corporation having its principal place of business
at 20 Industrial Drive East, South Deerfield, Massachusetts 01373 (the
"Company") and Dennis C. Stempel, an individual with an address at 85
Christopher Lane, Feeding Hills, MA 01030 (hereinafter called "Employee").


     A. The Company and Employee are parties to an Employment Agreement, dated
as of December 19, 2000, as amended by Amendment 1 to Employment Agreement,
dated as of August 29, 2002 (as amended, the "Agreement"). Capitalized terms
used in this Amendment without definition have the meanings given to those terms
in the Agreement.

     B. The Company has communicated to Employee its intention to exercise its
right under Section 5 of the Agreement to terminate the Employee's employment
without cause, and the parties therefore desire to clarify certain issues
relating to Employee's last day of employment.

     C. Accordingly, the parties desire to make certain changes to the

                               TERMS OF AMENDMENT

     NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as

     1. Section 5 of the Agreement is hereby amended by replacing the current
text of that section in its entirety with the following:

     Termination Without Cause. The Company may terminate Employee's employment
     under this Agreement without cause without further liability to the Company
     (except as set forth in Section 3.7 above). Employee's employment
     termination date pursuant to this Section 5 shall be established either (a)
     by the Company selecting that date and providing at least thirty (30) days
     prior written notice thereof to Employee or (b) by Employee selecting that
     date (which must be a date on or after March 31, 2003) and providing at
     least thirty (30) days prior written notice thereof to the Company.
     Regardless how the termination date is established, the parties agree that
     the termination is by the Company without cause.

     2. Each of the parties agrees to execute, acknowledge, deliver and perform,
or cause to be executed, acknowledged, delivered and performed, at any time, or
from time to time, as the

case may be, all such further acts, deeds, assignments, transfers, conveyances,
powers of attorney and assurances as may be necessary or proper to carry out the
provisions or intent of this Amendment.

     3. Except as specifically amended by this Amendment, the Agreement shall
remain in full force and effect.


     The parties executed this Amendment as a sealed instrument as of the date
first above written, whereupon it became binding in accordance with its terms.

                                            TELAXIS COMMUNICATIONS CORPORATION

                                            By:/s/ John L. Youngblood
                                            Name: John L. Youngblood
                                            Title: President and CEO

                                            /s/ Dennis C. Stempel
                                            Name: Dennis C. Stempel


Source: OneCLE Business Contracts.