EXHIBIT
      10.19

    


    Note:
      Portions of this exhibit indicated by [*] are subject to a confidential
      treatment request, and have been omitted from this exhibit. Complete, unredacted
      copies of this exhibit have been filed with the Securities and Exchange
      Commission as part of the Company’s confidential treatment request.


    


     AMENDMENT
      OF 1st
      AND
      2nd
      PURCHASE CONTRACTS (YZN/ACL-S22)

    


    THIS
      AMENDMENT OF 1st
      AND
      2nd
      PURCHASE
      CONTRACTS (hereinafter called, “This Amendment”) is made this 6th
      day of
      October, 2005, by and between YOZAN INCORPORATED of the city of Tokyo, Japan,
      (hereinafter called, “YZN”) and AIRSPAN COMMUNICATIONS LIMITED of the city of
      Uxbridge, Middlesex, U.K., (hereinafter called, “ACL”), to amend PURCHASE
      CONTRACT (YZN/ACL-A14) dated 14th
      April,
      2005, and SUPPLEMENT TO PURCHASE CONTRACT (YZN/ACL-A14S1) dated 15th
      August,
      2005, (hereinafter collectively called, “1st
      P/C”)
      and 2nd
      PURCHASE
      CONTRACT (YZN/ACL-S13) dated 13th
      September, 2005, (hereinafter called, “2nd
      P/C”).
      The amendment of 1st
      P/C and
      2nd
      P/C
      agreed hereunder by the both parties is as follows :

    


    
      	
              1.

            	
              Regarding
                2nd
                P/C :

            
	
              a)

            	
              ARTICLE
                4.-Clause (1)-Item 9. is amended to “WiFi-AP For ProST [*]
                Units
                US$[*].-”,
                because 1,000Units of WiFi-AP For ProST is removed from 2nd
                P/C and covered under 1st
                P/C for integration with ProSTs to be delivered under 1st
                P/C as the below-mentioned.

            
	
              b)

            	
              The
                bottom line in parenthesis of ARTICLE 4.-Clause (1) is amended to
“Grand
                Total before volume discount : US$[*].-”,
                as the result of the above amendment.

            
	
              c)

            	
              Notwithstanding
                the above a) and b), ARTICLE 4.-Clause (2) and the other part of
                2nd
                P/C remains unchanged. Therefore, The Total Contract Price of
                2nd
                P/C after the volume discount is
                U.S.$15,000,000.-.

            


    

    


    
      	
              2.
                

            	
              Regarding
                1st
                P/C : 

            
	
              a)

            	
              The
                Optional Purchase of 1,000Units WiFi-AP For ProST mentioned in Item
                7 of
                SUPPLEMENT TO PURCHASE CONTRACT (YZN/ACL-A14S1) dated 15th
                day of August, 2005, (hereinafter called, “Supplement A14S1”) and
                1,000Units Outdoor PSU mentioned in Item 13 of Supplement A14S1 is
                made by
                YZN with the additional contract price of U.S.$[*].-,
                which is calculated from the unit price of Outdoor PSU (U.S.
                [*].-)
                and [*]Units
                quantity after the mutually agreed discount (The said [*]Units
                WiFi-AP is not charged under 1st
                P/C.) .

            
	
              b)

            	
              As
                the result of the optional purchase by YZN mentioned in the above
                a), the
                quantity of ProST-WiFi purchased by YZN under 1st
                P/C, which is mentioned in Item 6. of Supplement A14S1, is [*]
                Units
                instead of [*]
                Units.

            
	
              c)

            	
              As
                the result of the above a) and b), the additional Down Payment of
                U.S.$16,500.- shall be paid by YZN to ACL within two weeks of This
                Amendment in addition to Item 15 of Supplement A14S1. Now, this is
                calculated as follows :

            
	
              The
                total Contract Price of 1st P/C 

            	
              U.S.$16,667,940.-

            
	
              The
                Contract Price added by This Amendment 

            	
              U.S.$55,000.-

            
	
              The
                total Contract Price of the date 

            	
              U.S.$16,722,940.-

            
	
              The
                Down Payment Amount of the above 

            	
              U.S.$5,016,882.-

            
	
              Less
                The Down Payment already paid 

            	
              U.S.$5,000,382.-

            
	The
              Down
              Payment to be paid by This Amendment 	U.S.$16,500.-


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              d)

            	
              Considering
                the changes made by Supplement A14S1 and the foregoing clauses of
                This
                Amendment, ARTICLE 11. of 1st
                P/C shall be read as follows :

            
	 	
               “The
                Bank Guarantee for 10% of the total Contract Price issued by a prime
                bank
                in U.K., which shall amount U.S.$1,672,294.- and be effective till
                6
                months after the acceptance of all the Products, shall be deposited
                by ACL
                at YZN. This Bank Guarantee will be raised in two Guarantees: (1)The
                first
                one amounts U.S.$320,795.-, which is hypothetically regarded as equivalent
                to 10% of Contract Price of Lot-1 to Lot-7, to be raised by the end
                of
                September, 2005; (2)The 2nd
                one amounts U.S.$1,345,999.-, which is hypothetically regarded as
                equivalent to 10% of Contract Price of Lot-8 to Lot-10 to be raised
                by the
                end of December, 2005. The respective Bank Guarantee shall be effective
                six months after acceptance of all the Lots covered by the corresponding
                Bank Guarantee being made by YZN. YZN shall return these Bank Guarantees
                to ACL immediately after its
                expiry.”

            


    

    


    In
      witness whereof, each party of the parties hereto has caused This Amendment
      to
      be Executed,
      in duplicate, each duplicate of which shall be considered as original, by its
      duly
      authorized officers or representatives.

     

    
      	YOZAN INC. 	 	
               AIRSPAN
                COMMUNICATIONS
                LTD.

            


    

     

     

    
      	(signed)	 	(signed)	 
	 	 	 	 
	By Sunao Takatori, 	 	By Henrik Smith-Petersen,	 
	
              President
                and CEO

            	 	
              President
                Asia Pacific