EXHIBIT
      10.18

    


    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.


    


    2nd
      PURCHASE
      CONTRACT (YZN/ACL-S13)

    


    THIS
      CONTRACT, made this 13th
      day of
      September, 2005, by and between YOZAN INCORPORATED, a corporation duly organized
      and existing under the laws of Japan, and having its principal place of business
      at Sunshine-city World Importmart Bldg. 8F, 3-1-3, Higashi-Ikebukuro,
      Toshima-ku, Tokyo, Japan (hereinafter called “YZN”) and AIRSPAN COMMUNICATIONS
      LIMITED, a corporation duly organized and existing under the laws of England,
      U.K., and having its principal place of business at Cambridge House, Oxford
      Road, Uxbridge, Middlesex, UB8 1UN, U. K. (hereinafter called
“ACL”),

    


    WITNESSETH
      :

    


    WHEREAS,
      YZN is a common carrier of wireless communications services operating its paging
      and PHS networks in Metropolitan Tokyo area and is planning to carry out a
      new
      wireless broadband access services in the areas of Metropolitan Tokyo Area,
      etc.
      (hereinafter called, “Project”) with WiMAX technology on the radio frequency of
      4.9-5.0GHz, which the regulating authorities will allow YZN to use;
      and

    WHEREAS,
      YZN has decided to use ACL’s WiMAX products as key systems for Project ;
      and

    WHEREAS,
      ACL is one of the leading wireless telecommunications equipment manufacturers
      and is developing and manufacturing WiMAX products; and

    WHEREAS,
      ACL has decided to provide YZN with its key WiMAX products to be used in Project
      according to the requirements agreed upon with YZN; and

    WHEREAS,
      the both parties hereto have executed 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”); 

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    NOW,
      THEREFORE in consideration of the premises and mutual covenants and agreements
      herein contained, the parties hereto hereby agree as follows :

    


    ARTICLE
      1. DEFINITIONS

     

    For
      the
      purpose of This Contract, the following terms shall have the following meanings
      :

    
      
        	
                1.

              	
                “WiMAX”
                  means a wireless technology for IP-centric service which is made
                  based
                  upon the IEEE standard of 802.16 and certified or equivalent to
                  being
                  certified by WiMAX Forum as “WiMAX”.

              
	
                2.

              	
                “Contract
                  Price” or “Contract Prices” mean the amount of money which is calculated
                  by multiplying the respective unit prices provided in Article 3.
                  by the
                  corresponding quantities provided in Article 4..

              
	
                3.

              	
                “ST”
                  or “STs” collectively mean EasyST and ProST, which is defined in the next
                  Article 2. hereunder.

              
	
                4.
                  

              	
                Base
                  Station” or “B/S” means the completely assembled base station which
                  functions as a radio station of WiMAX network node connecting with
                  the
                  optical fiber loop and STs in YZN network and to be installed outdoor
                  mainly on power poles or roof of buildings at the center of each
                  cell for
                  WiMAX service.

              
	
                5.
                  

              	
                B/S-Products
                  Set” means a set of Products supplied by ACL to YZN under This Contract
                  to
                  form a major part of B/S.

              
	
                6.

              	
                This
                  Contract” means this PURCHASE CONTRACT including its Appendixes provided
                  in this PURCHASE CONTRACT.

              
	
                7.

              	
                Delivery”
                  means delivery of Products CIP Narita Airport as defined in INCOTERMS2000
                  and in accordance with Article 5..

              
	
                8.

              	
                “IPR”
                  and “IPRs” mean all intellectual property rights including, without
                  limitation, patents, copy rights, registered designs, design rights,
                  trade
                  marks, mask works, topography rights, know-how and all other similarly
                  protected rights.

              
	
                9.

              	
                “Lot”
                  and “Lots” mean certain quantities of the collective products of ACL
                  specified in Article 7. collected for one time Acceptance of such
                  products

              
	
                10.

              	
                “Phase”
                  and “Phases” mean collections of Lots bundled and specified under the
                  Article 7. to recognize the stage of progress of the purchase under
                  This
                  Contract.

              
	
                11.

              	
                “ACL-Tok””
                  means Airspan Japan Corp., a wholly-owned subsidiary of Airspan
                  Networks
                  Inc. of the city of Boca Raton, Florida, U.S.A., located at IMC
                  Shinbashi
                  Bldg., 5-5-1, Shinbashi, Minato-ku, Tokyo,
                  Japan.

              


      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    ARTICLE
      2. PURCHASE AND SUPPLY OF PRODUCTS

     

    YZN
      shall
      purchase from ACL and ACL shall supply to YZN the products set forth below
      in
      this Article 2.(hereinafter collectively called “Products”), in addition to the
      products purchased by YZN from ACL under 1st P/C, in accordance with the
      provisions of This Contract :

    
      
        	
                1.

              	
                “EasyST”,
                  which is a subscriber terminal radio unit of WiMAX designed for
                  indoor use
                  with an integrated undetachable antenna of chimney-shape, the detailed
                  specifications of which are described in Appendix-1 to 1st
                  P/C.

              
	
                2.

              	
                “WiFi-AP
                  For EasyST”, which is a WiFi access point base for indoor use, integrated
                  to EasyST, the detailed specifications of which are described in
                  Appendix-1 to 1st P/C. 

              
	
                3.

              	
                “ProST”,
                  which is a subscriber terminal radio unit of WiMAX designed for
                  outdoor
                  use with an internal antenna, the detailed specifications of which
                  are
                  described in Appendix-1 to 1st P/C.

              
	
                4.

              	
                “WiFi-AP
                  For ProST”, which is a WiFi access point base for fixed outdoor use,
                  integrated and installed into ProST, the detailed specifications
                  of which
                  are described in Appendix-1 to 1st P/C.

              
	
                5.

              	
                “MicroMAX-SDR”,
                  which is a base station radio unit board of WiMAX to be installed
                  and
                  assembled by ACL into and with ACL’s Enclosure/Aux. or by YZN into a YZN’s
                  enclosure with YZN’s auxiliary components, the detailed specifications of
                  which are described in Appendix-1 to 1st P/C.

              
	
                6.

              	
                “Radio-Transceiver”,
                  which is an OBSAI based radio transceiver integrated to MicroMAX-SDR,
                  the
                  detailed specifications of which are described in Appendix-1 to
                  1st
                  P/C.

              
	
                7.

              	
                “Enclosure/Aux.”,
                  which is a shell to contain MicroMAX-SDR and its auxiliary components
                  (Ethernet Switch, Power Supply, ONU, Lighting Protection, Fiber
                  Backhaul,
                  Connectors, Enclosure and Mounting Bracket.) assembled with MicroMAX-SDR
                  including its assembling work, the detailed specifications of which
                  are
                  described in Appendix-1 to 1st P/C.

              
	
                8.

              	
                “Netspan-NMS”,
                  which is a software package of the network management tool for
                  WiMAX
                  network of MicroMAX-SDR and ProST/EasyST, the detailed specifications
                  of
                  which are described in Appendix-1 to 1st P/C.

              
	
                9.

              	
                “CSCA
                  S/W”, which is a software for Carrier Sense and Collision Avoidance
                  loaded
                  on B/S Products Set, the detailed specifications of which are described
                  in
                  Appendix-1 to 1st P/C.

              
	
                10.

              	
                “External
                  Cabling”, which is an each 3 meters cabling finished for connecting
                  MicroMAX-SDR to Radio-Transceiver, the detailed specifications
                  of which
                  are described in Appendix-1 to 1st P/C. 

              
	
                11.

              	
                “GPS”,
                  which is integrated into MicroMAX-SDR as a factory built option,
                  the
                  detailed specifications of which are described in Appendix-1 to
                  1st
                  P/C.

              
	
                12.

              	
                “Cable
                  for GPS”, which is an each 3 meter cable connecting GPS to its antenna,
                  the detailed specifications of which are described in Appendix-1
                  to 1st
                  P/C.

              
	
                13.

              	
                “Cable
                  for Slave MicroMAX-SDR”, which is an each 3 meters cable connecting two
                  MicroMAX-SDRs for GPS operation, the details of which are described
                  in
                  Appendix-1 to 1st P/C.

              
	
                14.

              	
                “Outdoor
                  PSU”, which is a power supply unit to be used for and attached to ProST,
                  the detailed specifications of which are described in Appendix-1
                  to 1st
                  P/C. 

              


      

    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    ARTICLE
      3. UNIT PRICES 

     

    The
      unit
      prices of the respective Products purchased by YZN from ACL are set forth
      herebelow in this Article (hereinafter collectively called “Unit Price(s)”),
      which are established in U.S.Dollars on the basis of CIP Narita Airport
      INCOTERMS2000 and are subject to the volume discount only applicable to the
      purchase quantity of the respective item mentioned in the next Article 4.
      hereunder. 

     

    

      
        	
                1.

              	
                MicroMAX-SDR
                  (one board) U.S.$[*].-

              
	
                2.

              	
                Radio-Transceiver
                  (one piece) U.S.$[*].-
                  

              
	
                 

              	
                (A
                  Single B/S-Products Set consists of 1 of MicroMAX-SDR and 2 of
                  Radio-Transceiver, while a Double B/S-Products Set consists of
                  2 of
                  MicroMAX-SDR and 4 of Radio-Transceiver.) 

              
	
                3.

              	Enclosure/Aux.
                for a Single B/S Products Set and
                assembling U.S.$[*].-
                
	
                4.
                  

              	Enclosure/Aux.
                for a Double B/S Products Set (To
                be agreed separately) 
	
                5.

              	
                Netspan-NMS
                  U.S.$[*].-
                  /from 15,001-to 30,000.-STs cumulated from 

              
	
                 

              	
                1st
                  P/C 

              
	
                6.

              	
                EasyST
                  U.S.$[*].-

              
	
                7.

              	
                WiFi-AP
                  For EasyST U.S.$[*].-

              
	
                8.

              	
                ProST
                  U.S.$[*].-

              
	
                9.

              	
                WiFi-AP
                  For ProST U.S.$[*].-

              
	
                10.

              	
                CSCA
                  S/W Free

              
	
                11.
                  

              	External
                Cabling U.S.$[*]
                pair 
	
                12.
                  

              	GPS
                U.S.$[*].-
	
                13.
                  

              	Cable
                for GPS U.S.$[*].-
	
                14.
                  

              	Cable
                for Slave MicroMAX-SDR U.S.$[*].- 
	
                15.
                  

              	Outdoor
                PSU U.S.$[*].-


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    


    ARTICLE
      4. PURCHASE QUANTITIES AND CONTRACT PRICES

     

    (1)
      The
      quantities and Contract Prices on CIP Narita Airport basis of Products to be
      purchased by YZN from ACL under This Contract are set forth herebelow in this
      Article :

    (Name
      of
      Products)     (Purchase
      Quantities)     (Contract Price)


    

      
        	
                1.
                  

              	
                MicroMAX-SDR
                  [*]
                  Units
                  US$[*].-

              
	
                2.
                  

              	
                Radio-Transceiver
                  [*]
                  Units
                  US$[*].-

              
	
                3.
                  

              	
                Enclosure/Aux.
                  for Single B/S Products Set [*]
                  Units
                  US$[*].-

              
	
                4.
                  

              	
                Enclosure/Aux.
                  for Double B/S Products Set NIL

              
	
                5.
                  

              	
                Netspan-NMS
                  1 Set for 10,000STs [*]
                  (up to cumulated 30,000Units)

              
	
                6.
                  

              	
                EasyST
                  [*]

              
	
                7.
                  

              	
                WiFi-AP
                  For EasyST [*] 

              
	
                8.
                  

              	
                ProST
                  [*]Units
                  US$[*].-
                  

              
	
                9.
                  

              	
                WiFi-AP
                  For ProST [*]
                  Units
                  US$[*].-

              
	
                10.
                  

              	
                CSCA
                  S/W 1 set for 1,200 Units Free 

              
	
                11.
                  

              	
                External
                  Cabling [*]
                  Pairs
                  US$[*].-

              
	
                12.
                  

              	
                GPS
                  [*]
                  Units
                  US$[*].-

              
	
                13.
                  

              	
                Cable
                  for GPS [*]
                  Units
                  US$[*].-

              
	
                14.
                  

              	
                Cable
                  for Slave MicroMAX-SDR [*]
                  Units
                  US$[*].-

              
	
                15.
                  

              	
                Outdoor
                  PSU [*]
                  Units
                  US$[*].-

              
	 	( Grand
                Total before
                volume discount : US$[*].-)


      

    

     

    (2)
      ACL
      gives YZN a volume discount from the above Grand Total. After this discount,
      The
      Total Contract Price of This Contract is U.S.$15,000,000.-. The discount amount
      shall be calculated and applied on pro-rata basis against each ACL’s
      invoice.

    


    ARTICLE
      5. DELIVERY CONDITIONS

     

    
      	
              1.

            	
              Products
                shall be delivered to YZN on CIP Narita Airport INCOTERMS2000 basis
                subject to the provisions in Article 13. after standard export packing,
                the details of which are mutually agreed separately. The shipping
                arrangement from U.K. airport, its export customs clearance, and
                the
                advice and presentation of shipping documents to YZN shall be made
                properly by ACL for each respective shipment in accordance with the
                standard export procedure, the details of which are mutually agreed
                separately. If necessary, partial shipment of each Lot will be allowed
                by
                YZN after reasonable efforts by ACL to avoid it and the appropriate
                notice
                by ACL to YZN.

            


    

    
      	
              2.

            	
              Subject
                to Clause 3. of this Article 5., title to and risk of each Lot shall
                be
                transferred to YZN from ACL upon Delivery CIP Narita Airport
                INCOTERMS2000.

            


    

    
      	
              3.

            	
              The
                software will at all times remain the exclusive property of
                ACL.

            


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    ARTICLE
      6. PAYMENT TERMS

     

    The
      payment of Contract Price shall be made as follows :

    
      	
              1.

            	
              As
                the down payment, 30% of the total Contract Price shall be paid by
                YZN to
                ACL, by T.T.Remittance within two weeks after the date of This Contract.
                

            


    

    
      	
              2.

            	
              As
                the payment upon each Delivery, 35% of the respective Contract Price
                of
                each shipment shall be paid by YZN to ACL, by T.T.Remittance within
                one
                week after the respective Delivery.

            


    

    
      	
              3.

            	
              35%
                of the respective Contract Price shall be paid by YZN to ACL, by
                T.T.Remittance within two months after the corresponding
                Delivery.

            


    

    
      	
              4.

            	
              The
                payment currency shall be
                U.S.Dollars.

            


    

    
      	
              5.

            	
              If
                YZN does not make any payment by the due date (other than for disputed
                invoice),ACL may give written notice of non-payment to YZN, and if
                the
                overdue payment is not received within 10days of such notice, ACL
                will be
                entitled to : (1)charge interest on outstanding amount at the rate
                of
                LIBOR plus 3% calculated daily from the due date; and (2)cease providing
                the service and/or cease performing its obligations under This Contract.
                

            


    

    


    ARTICLE
      7. TIME SCHEDULE OF DELIVERY

    Delivery
      of Products on CIP Narita Airport basis shall be from 1st March, 2006, to 30th
      June,
      2006. The details of the delivery schedule, Lots and Phases shall be mutually
      agreed separately. 

     

    ARTICLE
      8. DUTIES AND TAXES

    YZN
      shall
      be responsible only for any taxes, duties, surcharges or other similar
      assessment imposed on Products or the transaction of YZN in relation to Products
      by any taxing authorities in Japan after Delivery. 

    


    ARTICLE
      9. TEST AND INSPECTION OF PRODUCTS 

    
      	
              1.

            	
              ACL
                shall perform the factory test and inspection of all units in each
                above
                Lot of Products at ACL’s factory before the respective shipment
                (hereinafter called “Factory Test”), and may ship only the Lot which has
                passed Factory Test. The report of Factory Test with the table of
                each MAC
                address and serial number for each unit shall be submitted by ACL
                to YZN
                upon Delivery of the respective Lot.


            


    

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      
        	2.  	ACL shall receive, if requested by YZN, YZN engineers
                to
                visit ACL factory and witness the aforesaid Factory Test. During
                or after
                such Factory Test, ACL, according to the request by such YZN engineer,
                shall perform some items of Factory Test and show such Factory Test
                itself
                and its result to such YZN engineer visiting ACL factory, unless
                it badly
                affects ACL’s manufacturing cost, shipping schedule of Products or the
                quality of Products. 


      

      
        	3. 	 YZN shall perform the inspection of quantity and
                the outlook of all packages (hereinafter called “Outlook Inspection”) and
                the final test and inspection of random samples for each Lot of Products
                in Japan (hereinafter called “Acceptance Test of Samples”) within one
                month after the Delivery of each Lot. In case any failure is found
                in a
                sample unit or units of such Acceptance Test of Samples, YZN will,
                with an
                immediate written notice of failure (hereinafter called “Notice of
                Failure”) to ACL, perform the additional test and inspection of the new
                samples of the corresponding Lot or the test and inspection of all
                units
                in the corresponding Lot (hereinafter called “Acceptance Test of All
                Units”) at the cost of ACL, and ACL shall correct or replace all the
                defective units immediately till this Lot passes Acceptance Test
                of
                Samples or All Units. YZN may use or resell a unit or units which
                have
                passed such Acceptance Test of All Units, even before Acceptance
                of such
                Lot. In this event, YZN shall issue the written notice of partial
                acceptance for the units which have passed such Acceptance of All
                Unit and
                used or resold by YZN (hereinafter called “Partial
                Acceptance”).


      

      
        	
                4.

              	
                The
                  items, procedure and criteria of the test and inspection of Products
                  provided in this Article are as per Appendix-2 to 1st
                  P/C.

              


      

    

    
      	
              5.

            	
              In
                case the respective Products be assembled in Japan, the period of
                one
                month shall be added on to the above time-line for the assembling
                work
                period.

            


    

    


    ARTICLE
      10. ACCEPTANCE OF PRODUCTS

     

    Acceptance
      of Products by YZN shall be done for each Lot which may have passed the
      respective Acceptance Test of Samples or of All Units, and YZN shall send a
      written notice of acceptance (hereinafter called “Notice of Acceptance”) to ACL
      upon the Acceptance of the respective Lot. If and when no Notice of Acceptance
      nor Notice of Failure is issued within one month of Delivery in case local
      assembling work is not necessary, or within two months of Delivery in case
      it is
      necessary, the respective Lot of Products shall be deemed to be accepted by
      YZN.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    ARTICLE
      11. PERFORMANCE BOND

     

    The
      Bank
      Guarantee for 10% of the total Contract Price issued by a prime bank in U.K.,
      which shall be effective till 6 months after the acceptance of all the Products,
      shall be deposited by ACL at YZN. This Bank Guarantee shall be raised by the
      end
      of January 2006, and effective six months after acceptance of all Products
      being
      made by YZN. YZN shall return this Bank Guarantee to ACL immediately after
      its
      expiry.

    


    ARTICLE
      12. TECHNICAL SUPPORT AND HANDLING OF PRODUCTS

    
      	
              1.

            	
              Besides
                Warranty and Remedy, ACL shall render YZN its technical support for
                Product, upon YZN’s request, including but not limited to dispatching
                ACL’s qualified engineers with the reasonable charge separately agreed
                by
                the two parties. 

            


    

    
      	
              2.

            	
              YZN
                shall undertake that, following the respective Delivery, Products
                will be
                stored, maintained, and used properly having regard to the Technical
                Specifications provided in Appendix-1 to 1st P/C and Requirement
                in
                Handling of Products provided in Appendix-4 to 1st
                P/C.

            


    

    
      	
              3.

            	
              In
                the event WiFi/EasyST integration is done by YZN and YZN requires
                ACL to
                test interworking of WiFi-Access Point and EasyST, ACL will accept
                to
                perform such test at YZN’s account on cost(time and material) plus fee
                basis.

            


    

    


    ARTICLE
      13. MicroMAX-SDR AND B/S ASSEMBLING 

     

    
      
        
          	1.	
                  MicroMAX-SDR
                    may be assembled into and with Enclosure/Aux. by YZN or by ACL-Tok
                    after
                    its Delivery and will function as a key component of Base Station.
                    ACL
                    shall provide YZN with the detailed specifications of the MicroMAX
                    interface with Enclosure/Aux. and manual and conditions for assembling
                    of
                    MicroMAX-SDR into and with Enclosure/Aux., within one month of
                    This
                    Contract. ACL shall support YZN so that assembling of MicroMAX-SDR
                    into
                    and with Enclosure/Aux. may be done without any problem. Warranty
                    and
                    performance guarantee for MicroMAX-SDR provided in Article 16.
                    of This
                    Contract shall be maintained unchanged as far as the said manual
                    and
                    conditions is satisfied by YZN and its housing method is approved
                    by
                    ACL.

                


        

        
          	2.	ACL
                  shall reasonably support YZN for the installation and operation
                  of Base
                  Station including any issues or problems arising from installation,
                  operation and maintenance of MicroMAX-SDR, according to the mutual
                  agreement separately made. 


        

      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

    ARTICLE
      14. SOFTWARE LICENSE

     

    
      	1.	
              ACL
                hereby grants to YZN a non-exclusive and non-transferable license
                to use
                Netspan-NMS. The license extends to any correction supplied by ACL
                for
                Netspan-NMS free of charge. 

            


    

    
      	2.	
              ACL
                hereby grants to YZN a non-exclusive license of all the software
                loaded on
                Products purchased by YZN from ACL. This license of the software
                on
                Products shall be transferable to the YZN’s
                subscribers.

            


    

    


    ARTICLE
      15. THIRD PARTY PROPRIETARY AND IPR

     

    
      
        	1.	Should Products contain third party proprietary
                equipment
                or software then, ACL shall pass onto YZN the benefit of whatever
                warranty
                support ACL receives from such third
                party.


      

      
        	2. 	ACL will indemnify YZN against liability under
                any
                injunction or final court judgment awarded against YZN or any settlement
                in respect of infringement of third party IPR arising out of YZN’s or its
                subscriber’s use of Products.


      

      
        	
                3.

              	
                Should
                  such infringement of third party proprietary or IPR or any allegation
                  thereof occur, ACL shall make best efforts not to involve YZN to
                  it, and
                  YZN shall assist, at ACL account, for ACL to settle negotiation
                  and
                  litigation caused by such infringement. In such case, YZN shall
                  promptly
                  notify ACL in writing of any alleged infringement, and ACL shall
                  indemnify, defend and hold halmless YZN from any claims, losses,
                  costs,
                  damages, fees or expenses in connection with any and all actions,
                  suits,
                  claims or demands that may be brought or instituted against any
                  YZN’s
                  indemnitee by any third party, up to the limit established in Clause
                  4. of
                  Article 19.

              


      

    

    
      	
              4.

            	
              Should
                such infringement of third party proprietary or IPR or any allegation
                thereof occur, ACL will, at its expense, modify, replace Products
                or part
                thereof so as to avoid such infringement, or procure for YZN the
                right to
                continue using Products.

            


    

    


    ARTICLE
      16. WARRANTY

     

    ACL,
      for
      14 months from the Delivery of each respective Lot, warrants Products, as an
      independent equipment and/or as a system of Products, free from any defects
      and
      in strict conformity with the specifications provided in Appendix-1 to 1st
      P/C
      with the performances guaranteed under Appendix-3 to 1st P/C and suitable for
      the YZN’s intended use, which is described in This Contract. YZN shall undertake
      that, following Delivery, Products will be stored, maintained, and used properly
      as provided in Clause3. of Article12.. The said period of warranty shall be
      counted for each Lot from the respective Delivery. The
      warrantee period for repaired or replaced Products is ninety (90) days from
      its
date
      of
      Delivery or until the end of its original warrantee period, whichever
      longer.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    ARTICLE
      17. REMEDY

     

    
      	
              1.

            	
              ACL
                shall undertake to replace or repair or redesign, at ACL’s
                option, any of Products or part thereof which has failed the warranty
                conditions provided in Article 16., except where the cause of such
                failure
                is YZN’s non-compliance with Article 12..


            


    

    
      	
              2.

            	
              In
                any event that frequent or serious failure in warranty occurs, then
                ACL
                shall take all necessary measure to solve such situation including
                but not
                limited to changing design, material and/or
                workmanship.

            


    

    
      	
              3.

            	
              YZN
                shall advise ACL of a defect or failure in warranty within 30 days
                of YZN
                becoming aware of it and, except where ACL agrees to replace or repair
                Products at the place designated by YZN, YZN promptly returns to
                ACL-Tok
                such Products of defect or in failure by carriage paid with a written
                note
                identifying such defect or failure, according to ACL’s
                Return Material Authorization (RMA) Procedure. ACL will repair or
                replace
                such defective item at no additional charge to YZN and return the
                repaired
                or replacement item to YZN.

            


    

    


    ARTICLE
      18. GUARANTEE FOR SUPPLY AND SUPPORT

     

    
      	
              1.

            	
              ACL
                guarantees, for the period of 5 years from the date of This Contract
                to
                supply Products, and for the period of 8 years from the date of This
                Contract to provide technical support and repair and maintenance
                necessary
                for Products so that YZN may undertake its Project, with the equivalent
                or
                more favorable prices and terms and conditions for YZN to This Contract.
                The detailed terms and conditions of the said supply of Products
                and
                technical support by ACL shall be as agreed by a separate agreement
                of the
                two parties hereto after Delivery of
                Products.

            


    

    
      	
              2.

            	
              If
                ACL foresees any difficulty, beyond its reasonable control, in maintaining
                to supply of Products or to render technical support or repair and
                maintenance, then, by giving 12 months pre-notice to YZN, ACL may
                recommend an alternative solution for such difficulty and YZN will
                consider such alternative solution.


            


    

    
      	
              3.

            	
              ACL
                reserves the right to substitute Products or part thereof with its
                product
                equipment or software which will operate in compliance with or in
                excess
                of the technical specifications provided in Appendix-1 and comply
                with the
                other provisions in This Contract and be incorporated with Products
                under
                operation in Project without any problem. Notwithstanding with this
                clause, YZN may reject such substitution of Products or part thereof,
                in
                case such substitution will cause any additional cost for YZN.
                

            


    

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    ARTICLE
      19. ACCIDENT AND DAMAGE 

     

    
      	
              1.

            	
              ACL
                shall indemnify YZN and shall maintain appropriate insurance cover
                against
                damage (other than Products) and death or injury to the persons to
                the
                extent caused solely by the negligence of ACL, any defects in Products
                that may contribute death, injury or accident or by its personnel
                provided
                that ACL is immediately notified of any claim and is given full power
                to
                negotiate and settle all claims in reasonable manner of Japan, and
                that
                ACL liability for damage to property shall be limited to U.S.$1,000,000
                per event or series of connected event and U.S.$2,000,000 in aggregate
                under This Contract.

            


    

    
      	
              2.

            	
              ACL’s
                liability hereunder shall extend to all damages directly caused by
                the
                breach of any of This Contract by
                ACL.

            


    

    
      
        	
                3.

              	
                ACL
                  shall not be liable for consequential damages, such as loss of
                  profit and
                  loss of use.

              


      

      
        	4.	Save for claim ensuing from damage or injury to
                persons
                or damage to property as detailed in the above Clause1., ACL’s total
                liability in respect of all claims arising from this contract in
                the
                aggregate shall not exceed the total Contract
                Price.


      

    

     

    ARTICLE
      20. LIQUIDATED DAMAGE

     

    In
      the
      event that ACL fails to meet the time schedule of Delivery of Products, ACL
      will
      be liable to pay to YZN agreed liquidated damages for each week of delay of
      1%
      for the Contract Price of the delayed Lot up to a maximum of 10% of the Contract
      Price of that Lot. Partial Acceptance shall be excluded for the purpose of
      this
      Article. Payment of liquidated damages shall be in full and final satisfaction
      of ACL’s liability for delay. 

    


    ARTICLE
      21. FORCE MAJEUR

     

    Neither
      party will be liable for delay in performing or failure to perform obligations
      (other than the obligation to make due payments), if the delay or failure result
      from circumstances beyond the reasonable control of the other party including
      but not limited to an Act of God, refusal or revocation of any license or other
      governmental act, fire, explosion, accident, third party industrial disputes,
      war, armed conflict, or civil commotion. In the event that such circumstances
      continue for ninety days or longer either party may terminate the Contract
      or
      relevant part of it without further liability to the other. 

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    ARTICLE
      22. TERMINATION

     

    
      	
              1.

            	
              In
                the event that ether party commits a material breach of This Contract
                the
                non-defaulting party shall give the defaulting party written notice
                of
                alleged breach and a reasonable period of time within which to remedy
                the
                alleged breach. In the event that the defaulting party fails to remedy
                the
                alleged breach within such period the non-defaulting party may upon
                giving
                14 days written notice to the defaulting party (without affecting
                any
                other claim or remedy) immediately terminate This Contract or any
                part of
                it.

            


    

    
      	
              2.

            	
              If
                either party commits an act of bankruptcy or goes or is put into
                liquidation (other than solely for amalgamation or reconstruction)
                or if a
                receiver is appointed over any part of the party’s
                business or if the party suffers the seizure of any property for
                non-payment of debt, then the other party may regard any such
                circumstances as ground for immediately terminating This Contract
                without
                notice may terminate This Contract through the same procedure as
                provided
                in the above clause.

            


    

    
      	
              3.

            	
              Termination
                will not discharge either party from the obligations under This Contract
                already becomes due by the
                termination.

            


    

    


    ARTICLE
      23. CONFIDENTIALITY

    
      	
              1.

            	
              All
                documentation and information supplied by either party to the other
                in
                whatever form shall be treated as confidential and shall not be disclosed
                or used otherwise than for the purpose of performing their obligations
                under This Contract save that either party may disclose such information
                to its employees who need to know the same for the purpose of carrying
                out
                their duties in respect of This
                Contract.

            


    

    
      	
              2.

            	
              Neither
                party shall be required to keep confidential documentation or information
                which (i) is in or comes into the public domain otherwise than through
                a
                breach of This Contract, or (ii) has been lawfully received from
                a third
                party without restriction as to its use or disclosure , or (iii)
                was
                already in the receiving party’s possession free of any restriction prior
                to receipt, or (iv) was independently developed by the receiving
                party.

            


    

    
      	
              3.

            	
              The
                provisions of this Article shall survive expiry or termination of
                This
                Contract for a period of three
                years.

            


    

    


    ARTICLE
      24. NOTICE

    Any
      notice or writings required to be given under this Contract, unless expressly
      provided otherwise, shall be addressed by international air mail, postage
      prepaid, or facsimile to the addresses given below, and except as otherwise
      provided be deemed effective 3 days of the time mailed or transmitted
      :

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    YZN
      :
      YOZAN INC.

    Sunshine-city
      World Importmart Bldg. 

    3-1-3,
      Higashi-Ikebukuro, Toshima-ku, Tokyo

    170-8630
      Japan

    Phone
      81-3-4386-2111

    Facsimile
      81-3-4386-2124

     

    ACL
      :
      Airspan Communications Ltd.

    Cambridge
      House, Oxford Road, Uxbridge, Middlesex

    UB8
      1UN,
      U.K.

    Phone
      44-1895-467-153

    Facsimile
      44-1895-467-302; and

     

    ACL-Tok:
      Airspan-Japan Corp. 

    IMC
      Shinbashi Bldg. 4F

    5-5-1,
      Shinbashi, Minato-ku, Tokyo

    105-0004
      Japan

    Phone
      81-3-5733-5449

    Facsimile
      81-3-3432-5499

     

    ARTICLE
      25. CONSTRUCTION AND ARBITRATION

     

    
      	
              1.

            	
              This
                Contract shall be governed by, construed and legal relations between
                the
                parties hereto determined in accordance with the laws of
                Japan.

            


    

    
      	
              2.

            	
              ACL
                shall timely obtain the certificate of Telecommunication Engineering
                Center (TELEC) at its expense for Products to be Delivered to YZN
                after
                complete assembling or packaging in a enclosure for immediate
                service.

            


    

    
      	
              3.

            	
              All
                dispute, controversies or differences which may arise between the
                parties,
                out of or in relation to or in connection with This Contract, or
                for the
                breach thereof, shall be finally settled by arbitration in Japan
                in
                accordance with the Commercial Arbitration Rules of the Japan Commercial
                Arbitration Association. The award rendered by the arbitration shall
                be
                final and binding upon the both
                parties.

            


    

    
      	
              4.

            	
              All
                trade terms provided in This Contract shall be interpreted in accordance
                with the latest Incoterms of the International Chamber of
                Commerce.

            


    

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    ARTICLE
      26. ASSIGNMENT

     

    No
      party
      to this Contract shall have the power or ability to assign any part of its
      interests in This Contract without the written consent thereto of the other
      party.

     

    ARTICLE
      27. MISCELLANIOUS

     

    
      	
              1.

            	
              This
                Contract constitutes the entire and only agreement between the parties
                relating to the subject matter, and supersedes and cancels all previous
                agreements, negotiations, commitments and representatives in respect
                thereto, and may not be released, discharged, abandoned, changed
                or
                modified in any manner except by an instrument in writing of subsequent
                date signed by duly authorized officer or representative of each
                of the
                parties hereto.

            


    

    
      	
              2.

            	
              This
                Contract shall be binding upon YZN and ACL and upon their respective
                successors, assigns and legal
                representatives.

            


    

    
      	
              3.

            	
              In
                the event that any term of This Contract is unlawful or unenforceable,
                such provision shall be of no force nor effect and This Contract
                shall
                otherwise continue in full force and
                effect.

            


    

     

    IN
      WITNESS WHEREOF, each of the parties hereto has caused this Contract to be
      executed,
      in duplicate, each duplicate of which shall be considered as original, by its
      duly
      authorized officers or representatives.

    


    YOZAN
      INC.

    


    (SIGNED)

     

    
      
        

      

    

    By
      Sunao
      Takatori, President and CEO

    


    


    Airspan
      Communications Ltd.

    


    (SIGNED)

     

    
      
        

      

    

    By
      Henrik
      Smith-Petersen, President Asia Pacific

     

    
      
        
        

      

        14