EXHIBIT 4.1

                       AMENDMENT NO. 3 TO RIGHTS AGREEMENT

     This  Amendment No. 3 (this  "Amendment"),  dated as of May 15, 2003, is by
and between Telaxis Communications Corporation, a Massachusetts corporation (the
"Company"), and Registrar and Transfer Company (the "Rights Agent").

     WHEREAS,  the  Company  and the  Rights  Agent are  parties  to the  Rights
Agreement,  dated as of May 18,  2001,  as  amended  by  Amendment  No. 1, dated
September 9, 2002,  and Amendment  No. 2, dated March 17, 2003 (as amended,  the
"Agreement");

     WHEREAS, capitalized terms used but not otherwise defined in this Amendment
shall have the meaning given them in the Agreement;

     WHEREAS,  the board of  directors  of the  Company  has  approved a certain
Agreement and Plan of Merger and Reincorporation (the "Merger Agreement") by and
between  the  Company  and YDI  Wireless,  Inc.,  a Delaware  corporation  ("YDI
Wireless"),  pursuant  to which the  Company  will be  merged  with and into YDI
Wireless  (the  "Merger")  and  the  stockholders  of the  Company  will  become
stockholders of YDI Wireless;

     WHEREAS,  the Company desires to terminate the Agreement in connection with
the Merger; and

     WHEREAS,  pursuant to Section 26 of the Agreement,  this Amendment is being
executed  by the Company  and the Rights  Agent for the purpose of amending  the
Agreement as set forth below.

     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
follows:

     1. Sections 7(a) and 7(b) of the Agreement are hereby  deleted and replaced
in their entirety by the following:

          (a) Subject to Section  7(e) and except as otherwise  provided  herein
     (including  Section 11),  each Right shall  entitle the  registered  holder
     thereof,  upon  exercise  thereof as provided  herein,  to purchase for the
     Purchase Price, at any time after the Distribution  Date and at or prior to
     the  earliest of (i) the Close of Business on the 10th  anniversary  of the
     date of this Rights Agreement (the Close of Business on such date being the
     "Expiration Date"), (ii) the Redemption Date, and (iii) one minute prior to
     the  effectiveness  of the merger of the Company and YDI Wireless,  Inc., a
     Delaware corporation,  one one-thousandth  (1/1000th) of a Preferred Share,
     subject to adjustment from time to time as provided in Sections 11 and 12.

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          (b) The registered  holder of any Right  Certificate  may exercise the
     Rights evidenced thereby (except as otherwise  provided herein) in whole or
     in part at any time after the  Distribution  Date,  upon  surrender  of the
     Right  Certificate,  with the form of  election  to purchase on the reverse
     side thereof duly executed, to the Rights Agent at the office of the Rights
     Agent in Cranford, New Jersey,  together with payment of the Purchase Price
     for each  one-thousandth  (1/1000th)  of a Preferred  Share as to which the
     Rights are  exercised,  at or prior to the  earliest of (i) the  Expiration
     Date,  (ii)  the  Redemption  Date,  and  (iii)  one  minute  prior  to the
     effectiveness  of the  merger of the  Company  and YDI  Wireless,  Inc.,  a
     Delaware corporation.


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




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     IN WITNESS WHEREOF,  the parties hereto have caused this Amendment No. 3 to
be duly executed as of the date first above written.

                                        TELAXIS COMMUNICATIONS CORPORATION


                                        By:   /s/ David L. Renauld
                                              ----------------------------------
                                              Name: David L. Renauld
                                              Title:  Vice President

                                        REGISTRAR AND TRANSFER COMPANY


                                        By:   /s/ William P. Tatler
                                              ----------------------------------
                                               Name:  William P. Tatler
                                               Title:  Vice President

                [THIS AMENDMENT MAY BE EXECUTED IN COUNTERPARTS]