<PAGE>
                                                                   EXHIBIT 10.21


                               LICENCE AGREEMENT
                                  FOR USE OF
                    MOBILE SYSTEMS INTERNATIONAL'S CELLULAR
                        NETWORK PLANNING TOOL "PLANET"



                                   BETWEEN:

                       MOBILE SYSTEMS INTERNATIONAL PLC

                                      AND

                          DSC COMMUNICATIONS LIMITED
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                              Page
                                                              ----
<S>                                                            <C>
  1.  DEFINITIONS..............................................  1
  2.  GRANT OF LICENCE.........................................  2
  3.  DURATION.................................................  3
  4.  USE......................................................  3
  6.  CHARGES..................................................  3
  7.  DOCUMENTATION............................................  4
  8.  MAINTENANCE AND TECHNICAL SUPPORT........................  4
  9.  TRAINING.................................................  6
 10.  EXCLUSIONS, WARRANTIES AND INDEMNITIES...................  6
 11.  THIRD PARTY RIGHTS.......................................  7
 12.  FORCE MAJORED............................................  7
 13.  ASSIGNMENT...............................................  8
 14.  TERMINATION..............................................  8
 15.  GENERAL..................................................  9
 </TABLE>

                                      -i-
<PAGE>

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 this Company's confidential treatment request.

                               LICENCE AGREEMENT

THIS LICENCE is made between:

1.   THE LICENSOR:  MOBILE SYSTEMS INTERNATIONAL PLC
                    whose registered office is at
                    Summit House
                    Finchley Road
                    London NW3 6BP

2.   THE LICENSEE:  DSC Communications Limited
                    5 New Square
                    Bedfont Lakes
                    Feltham
                    Middlesex TW14 8HA

IT IS AGREED as follows:

1.   DEFINITIONS

     In this Licence, unless the context otherwise requires, the following
     expressions have the following meanings:-

     1.1  "Annual Software Upgrade and Maintenance Charge" means the Annual
          Software Upgrade and Maintenance Charges specified in Part 4 of
          Appendix 1.

     1.2  "Associated Company" means any company which is either the parent
          undertaking or a subsidiary undertaking of the party in question or a
          subsidiary undertaking of such party's parent undertaking or any other
          person controlled by or under the same control direct or indirect as
          the party in question "parent undertaking" and "subsidiary.
          undertaking" shall have the meanings attributed thereto in Section 21
          of the Companies Act 1989 of England.

     1.3  "Commencement Date" means the Date of Delivery or four weeks from the
          date of this Licence, whichever shall be sooner.
<PAGE>

     1.4  "Date of Delivery" means the date of delivery specified in Part 5 of
          Appendix 1.

     1.5  "Initial Period" means the period specified in Part 7 of Appendix 1

     1.6  "Initial Set-Up Charge means the charge specified in Part 1 of
          Appendix 1.

     1.7  "Licence Charges" means the charges specified in Part 3 of Appendix 1,
          together with any further additional charges for Major Upgrades or
          which are otherwise agreed between the Licensor and the Licensee from
          time to time, all as more particularly referred to in clause 6.

     1.8  "Licensed Software" means the cell planning computer Licensed Software
          "PLANET" specified in Appendix 2 in respect of which this Licence is
          supplied and includes:

          1.8.1  any part of the Licensed Software:
                 and
          1.8.2  any replacement, modification, upgrade or addition to the
                 Licensed Software released by the Licensor to the Licensee
                 pursuant to this Licence.

     1.9  "Location" means the address or addresses specified in Part 6 of
          Appendix 1.

     1.10 "Major Upgrades" means any replacement, modification., upgrade or
          addition to the Licensed Software developed by the Licensor which (at
          the Licensor's entire discretion) is not released by the Licensor to
          the Licensee free of charge in the normal course of business but which
          is offered by the Licensor to the Licensee for an additional charge or
          charges.

     1.11 "Specified Computer" means the computer system configuration specified
          in Part 8 of Appendix 1 and compatible computer which the Licensor
          shall have specifically approved of in writing for this purpose.

     1.12 "Standard Upgrades" means those replacement, modifications, upgrades
          or additions to the Licensed Software developed by the Licensor which
          are (at the Licensor's entire discretion) released by the Licensor to
          the Licensee in the normal course of business for no additional
          charge.

     1.13 "Supporting Documentation" means the Licensor's User Guide and any
          other supporting documentation at any time provided by the Licensor to
          the Licensee.

2.   GRANT OF LICENCE

     The Licencor hereby grants to the Licensee a non-exclusive and non-
     transferable right by way of licence to use the Licensed Software (Version
     2.5) on the Specified Computer at the Location from the date hereof on the
     terms and conditions herein contained.

                                      -2-
<PAGE>

3.   DURATION

     Subject to the provision for earlier termination hereinafter contained,
     this Licence shall commence on the Commencement Date and shall continue in
     force in perpetuity unless and until terminated by either party giving to
     the other not less than 12 month's written notice of termination expiring
     on the last day of the Initial Period or on any anniversary thereafter.

4.   USE

     4.1  The Licensee will not be entitled to use the Licensed Software on any
          computer other than the Specified Computer at the Location, except
          where the Specified Computer cannot be Used because of equipment or
          software malfunctions, the Licensee may temporarily use the Licensed
          Software on another computer.  The Licensee must give the Licensor
          written notice within 30 days after beginning use of the Licensed
          Software on a back-up computer under this provision.

     4.2  The Licensed Software shall be used only at the Location for the sole
          purpose of planning and optimising the Licensee's Wireless Local Loop
          Network.  The Licensed Software shall not be used for any other
          purpose including but not limited to providing a data processing
          service to any third party whether by trade or otherwise.

     5.10 that the risk of loss and damage to the Licensed Software and
          Supporting Documentation supplied to the Licensee shall be the
          Licensee's from the Date of Delivery. In the event of loss or damage
          to the Licensed Software, the Licensee will immediately inform the
          Licensor

     5.11 that the Licensee shall follow all reasonable instructions given by
          the Licensor from time to time with regard to the use of the Licensed
          Software.

6.   CHARGES

     6.1  The Initial Set-Up Charge, the initial Licence Charge and the first
          Annual Software Upgrade and Maintenance Charges shall be paid by the
          Licensee to the Licensor on or before the Commencement Date upon
          receipt by the Licensee of the relevant invoice from the Licensor

     6.2  For all subsequent years after the first year of this Licence, the
          Licence Charges and Annual Software Upgrade and Maintenance Charges
          shall be invoiced in advance (for each year of the Licence) to the
          Licensee.

     6.3  The Licence Charges and Annual Software Upgrade and Maintenance
          Charges shall be fixed for a period of three years.  Thereafter they
          shall be increased (but

                                      -3-
<PAGE>

          not decreased) for each subsequent year of this Licence by the
          percentage increase in the UK Retail Price Index for the previous
          year.

     6.4  All Initial Set-Up Charges, Licence Charges and Annual Software
          Upgrade and Maintenance Charges payable hereunder are exclusive of any
          value added tax (if appropriate) which shall be paid by the Licensee
          at the rate and in the manner for the time being prescribed by English
          Law.

     6.5  The Licensee shall pay the legal costs of the Licensor incurred in
          connection with the preparation, negotiation and compilation of this
          Agreement.

     6.6  Unless otherwise agreed or specified in this Licence, all invoices are
          due and payable within 30 days of the date thereof.

     6.7  If any sum under this Licence is not paid by the due date then
          (without prejudice to the Licensor's other rights):

          6.7.1  the Licensor reserves the right to charge interest on such sums
                 on a day-to-day basis from the due date of payment (both dates
                 inclusive) at the rate of 4% above the United Kingdom base rate
                 of National Westminster Bank plc for the time being in force.

          6.7.2  The Licensor shall not be obliged to provide any maintenance
                 and technical support in whole or in part.

     6.8  The designated representative of the Licensee and Licensor for billing
          purposes is:

          Licensee:  DSC                        Licensor:
          Paul Senior                           The Commercial Director
          DSC Communications Ltd.               Mobile Systems International Plc
          5 New Square                          1 Harbour Exchange Square
          Feltham                               London E14 9GE
          Middlesex TW14 8HA

7.   DOCUMENTATION

     The Licensor shall supply to the Licensee free of charge one copy of the
     Supporting Documentation.  Additional copies are available at a standard
     charge.

8.   MAINTENANCE AND TECHNICAL SUPPORT

     8.1  The Licensor shall use reasonable endeavours to rectify as a matter of
          urgency any major inherent malfunctions or errors with the Licensed
          Software (which for the avoidance of doubt does not include any
          malfunction or error which shall have been caused by the Licensee).
          The Licensor reserves the right at its discretion to

                                      -4-
<PAGE>

          carry out work to resolve any such major inherent malfunction or
          errors at the Licensor's premises. Any minor inherent malfunctions or
          errors with the Licensed Software which cannot be resolved over the
          telephone will be addressed by the Licensor as soon as is practicable.

     8.2  Technical Support (comprising verbal advice and assistance) for
          matters not involving any inherent malfunction or error with the
          Licensed Software will be made available to the Licensee by the
          Licensor by telephone during the Licensor's normal working hours in
          the United Kingdom and will be provided free of charge for a maximum
          of four hours per month.  Any such technical support required by the
          Licensee in excess of four hours per month will be charged for by the
          Licensor to the Licensee at the Licensor's standard hourly charges in
          force at the relevant time for such technical support.

     8.3  Further design and engineering services may be requested by the
          Licensee and agreed between the Licensee and the Licensor subject to
          tile availability of appropriate personnel of the Licensor and at the
          discretion of the Licensor.  Any such further agreed design and
          engineering services shall be provided by the Licensor to the Licensee
          upon the basis of the Licensor's standard consultancy charges in force
          at the relevant time.

     8.4  The provision of all maintenance and technical support and the
          rectification of any malfunctions or errors in the Licensed Software
          shall be conditional upon:

          8.4.1  the Licensee having provided adequate information in respect of
                 any error or malfunction in the Licensed Software.

          8.4.2  the Licensee not being in breach of the Licence.

          8.4.3  the Licensed Software not having been used for any purpose
                 other than its intended purpose or otherwise incorrectly used
                 or misused.

          8.4.4  the Licensed Software being used only on the Specified
                 Computer.

          8.4.5  the provision of a satisfactory, database and format pursuant
                 to Clause 4.

          8.4.6  the Licensee having incorporated all replacements,
                 modifications, Standard Upgrades or additions to the Licensed
                 Software issued by the Licensor to the Licensee.

          8.4.7  the Licensee having not otherwise changed the Licensed Software

          8.4.8  the malfunction or error not having been caused by any willful
                 or negligent act or omission of the Licensee; and

          8.4.9  any error or malfunction of the Specified Computer having been
                 rectified.

                                      -5-
<PAGE>

     8.5   Where a replacement, modification, Standard upgrade or addition to
           the Licensed Software has been released by the Licensor to the
           Licensee, it shall be accepted and used by the Licensee with the
           benefit of the maintenance and technical support provided pursuant to
           this Licence except where the Licensee elects to retain and use the
           superseded issue of the Licensed Software, in which case the Licensor
           is only obliged to provide a maintenance and technical support
           service upon terms to be agreed between the Licensor and the
           Licensee.

9.   TRAINING

     Unless otherwise agreed, one training course of four days duration for up
     to three persons nominated by the Licensee will be provided by the Licensor
     at its office in London prior to delivery of the Licensed Software.  Such
     training courses shall be provided by the Licensor to the Licensee at the
     standard rate specified in Part 2 of Appendix 1.  The Licensor shall be
     entitled to charge and recover from the Licensee all travel, hotel,
     subsistence and out of pocket expenses incurred by its personnel where such
     training courses are not provided at the Licensor's premises.

10.  EXCLUSIONS, WARRANTIES AND INDEMNITIES

     10.1  Subject to Clause 8.4 and without prejudice to Clause 10.2 hereof the
           Licensor warrants that the Licensed Software will perform
           substantially in the manner specified in the supporting
           documentation.

     10.2  Notwithstanding anything else contained in this Licence, the
           Licensor's liability shall be restricted to using all reasonable
           endeavours to rectify any inherent malfunction or error in the
           Licensed Software (which for the avoidance of doubt does not include
           any malfunction or error which shall have been caused by the
           Licensee). Save as aforesaid the Licensor will be under no liability
           (except liability for personal injury or death resulting from the
           Licensor's negligence) whether contractual or tortious for any loss
           or damage of any kind whatsoever whether or not caused directly or
           indirectly by any negligence on the part of the Licensor or any of
           its servants or agents and all conditions warranties and stipulations
           expressed or implied statutory customary or otherwise which but for
           such exclusion would or might subsist in favour of the Licensee are
           hereby expressly excluded.

     10.3  This Licence sets forth the entire agreement between the parties with
           respect to the subject matter herein and supersedes and replaces all
           prior communications, representations, warranties, stipulations,
           undertakings and agreements, whether oral or written between the
           parties.

     10.4  The Licensee agrees to indemnify and hold the Licensor harmless from
           and against any and all costs, claims, expenses, damages and losses
           including reasonable legal fees arising out of or resulting from
           unauthorised use or

                                      -6-
<PAGE>

           disclosure by or other acts of the Licensee relating to the Licensed
           Software or the Supporting Documentation which results in damage of
           whatsoever nature to the Licensor.

11.  THIRD PARTY RIGHTS

     11.1  The Licensor warrants that to the best of its knowledge and belief at
           the date of this Licence, it is not aware that the Licensed Software
           infringes any rights of any third party.

     11.2  If the Licensee should receive notification from a third party that
           the Licensed Software is purportedly infringing a third party's
           rights, the Licensee shall allow the Licensor at the Licensor's
           expense to conduct any negotiations or litigation and/or settle any
           claim. The Licensee shall make no admission without the Licencee's
           prior written consent. The Licensee shall give all reasonable
           assistance to the Licensor in any proceedings which the Licensor may
           decide to institute or defend. The Licensee may not itself institute
           any proceedings in respect of any such matters without the prior
           written consent of the Licensor.

     11.3  If at any time an allegation of infringement of any third party's
           rights is made in respect of the Licensed Software or if in the
           Licensor's reasonable opinion such an allegation is likely to be
           made, the Licensor may at its entire discretion:

           11.3.1  at its cost modify or replace the Licensed Software so as to
                   avoid infringement

           11.3.2  obtain for the Licensee the right to continue using the
                   Licensed Software

           11.3.3  terminate this Licence forthwith, and/or

           11.3.4  offer the Licensee the right to terminate this Licence.

     11.4  Except to the limited extent expressly stated in this Clause 11, the
           Licensor will be under no liability whether contractual or tortious
           for any loss or damage of any kind whatsoever arising directly or
           indirectly by any negligence on the part of the Licensor or any or
           its servants or agents and all conditions warranties and stipulations
           express or implied statutory customary or otherwise which but for
           such exclusion would or might subsist in favour of the Licensee are
           hereby expressly excluded.

12.  FORCE MAJORE

     Neither party shall be liable for any delay in performing any of its
     obligations hereunder if such delay is caused by circumstances beyond the
     reasonable control of the party so delaying and such party shall be
     entitled to a reasonable extension of time for the performance of such
     obligations.

                                      -7-
<PAGE>

13.  ASSIGNMENT

     The Licensee shall not assign sub-licence or otherwise transfer this
     Licence or any of its rights or obligations hereunder whether in whole or
     part without the prior written consent of the Licensor except in the case
     of licences for PlaNET Version 2.6 Standard Features plus Airplan Module
     for Commercial Systems and Trial Systems.

14.  TERMINATION

     14.1  Notwithstanding anything else contained herein this Licence may be
           terminated:

           14.1.1  by the Licensor forthwith on giving notice in writing to the
                   Licensee if the Licensee:-

                   14.1.1.1  shall fail to pay any sum due under the terms of
                             this Licence and such sums remain unpaid for 14
                             days after written notice from the Licensor that
                             such sum has not been paid

                   14.1.1.2  commits any breach of any term of the Licence
                             (other than any failure by the Licensee to make any
                             payment hereunder in which event the provisions of
                             Clause 14.1.1.1 shall apply) and shall have failed,
                             within 30 days after the receipt of a request in
                             writing by the Licensor so to do, to remedy the
                             breach

           14.1.2  by either party forthwith on giving notice in writing to the
                   other if the other party, being a company, shall have a
                   receiver, manager, administrative receiver, administrator or
                   liquidator (or person of similar status) appointed or shall
                   pass a resolution for winding-up (otherwise than for the
                   purpose of amalgamation or reconstruction) or a court shall
                   make an order to that effect or being a partnership shall be
                   dissolved or being an individual shall become bankrupt or
                   shall die or if the other party (whether a company or not)
                   shall enter into any composition or arrangement with its
                   creditors or shall become insolvent.

     14.2  On the termination of this Licence, howsoever arising, the Licensee
           must return to the Licensor the Licensed Software and Supporting
           Documentation and all copies thereof in the possession of or under
           the control of the Licensee. The Licensee shall at its own cost and
           expense comply with such requirement within 7 days of termination and
           shall at the same time certify to the Licensor in writing that the
           Licensed Software in whatever form has been obliterated from any
           computer of computers in the possession of or under the control of
           the Licensee.

                                      -8-
<PAGE>

     14.3  The termination of this Licence, howsoever arising, will be without
           prejudice to the rights and duties of' either party accrued prior to
           termination. The Clauses in this Licence which expressly or by
           implication have effect after termination will continue to be
           enforceable notwithstanding termination.

15.  GENERAL

     15.1  The illegality invalidity or un-enforceability of any clause of this
           Licence will not affect the legality, validity or enforceability of
           the remainder.

     15.2  No forbearance, delay or indulgence by either party in enforcing the
           provisions of this Licence shall prejudice or restrict the rights of
           that party, nor shall any waiver of its rights operate as a waiver of
           any subsequent breach.

     15.3  Any act or omission of any Associated Company of the Licensee which
           if it had been committed or omitted by the Licensee would have been a
           breach of this Licence by the Licensee will be deemed to be a breach
           of this Licence by the Licensee who will be liable to the Licensor
           accordingly.

     15.4  All notices which are requested to be given hereunder shall be in
           writing and shall be sent to the address of the recipient herein set
           out or such other address as the recipient may designate by notice
           given in accordance with the provisions of this clause. Any such
           notice may be delivered by hand or by first class pre-paid letter
           (air mail if appropriate), facsimile or telex and shall be deemed to
           have been served:

           -if by hand- when delivered
           -if by first class post - on the day on which it would normally have
           arrived in the due course of post
           -if by facsimile or telex - when despatched.

           a)  if to the Licensor:  Commercial Director
                                    Mobile Systems International Plc
                                    1 Harbour Exchange Square
                                    London E14 9GE
                                    Facsimile +44 71 971 8199

           b)  if to the Licensee:  Paul Senior
                                    DSC Communications Limited
                                    5 New Square
                                    Bedfont Lakes
                                    Feltham Middlesex TW14 8HA

     15.5  The formation, construction, performance, validity and all aspects
           whatsoever of this Licence shall be governed by English law and the
           parties hereby agree to submit to the non-exclusive jurisdiction of
           the English Courts.

                                      -9-
<PAGE>

<TABLE>
<S>                                          <C>
Signed by

                                             _______________________________________________
duly authorized for and on behalf of THE     duly authorized for and on behalf of THE
LICENSOR                                     LICENSEE


/s/ Peter Carpenter                          /s/ Paul Senior
-------------------                          ---------------
(Signature)                                  (Signature)

(Group Commercial Director)                  (Title) _______________________________________
</TABLE>

                                      -10-
<PAGE>

                                  APPENDIX 1

Part 1    Initial Set-Up Charge      *
          Minimum order 10 days initial consultancy support at * per day.

Part 2    Training
          See Course Costs as attached

Part 3    Licence Charge
          PlaNET Version 2.5 standard features plus Airplan Module
          * per licence per annum.
          Upgrade to PlaNET Version 2.6 standard features free of charge.
          PlaNET Version 2.6 standard features plus Airplan Module for
          Commercial Systems limited to 500 Systems (Pounds)* per licence.
          PlaNET Version 2.6 standard features plus Airplan Module for Trial
          Systems limited to 50 systems (Pounds)* per license.

          Payment Terms:
          Initial 4 licenses for PlaNET Version 2.5 standard features plus
          Airplan Module:

               25% on Installation
               25% on Delivery of PlaNET Version 2.6 Beta Version
               50% on Delivery of PlaNET Version 2.6

          Thereafter payable on Delivery

          Minimum order 3 trial licences per quarter through 1996, payable
          quarterly in arrears.

          Thereafter payable on Delivery

          Minimum order 2 Commercial licenses 3rd quarter 1996, payable
          quarterly in arrears.

          Thereafter payable on Delivery

Part 4    Annual Charge for Maintenance,
          Technical Support and Standard Software Upgrades

          PlaNET Version 2.6 standard features plus Airplan Module no additional
          charge.

          PlaNET Version 2.6 standard features plus Airplan Module for
          commercial Systems 20% license charge.

[*] Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

                                      -11-
<PAGE>

          Payment Terms:
          Annual Maintenance payments are payable in advance, the first payable
          on Delivery.

Part 5    Date of Delivery  (to be completed)

Part 6    Location
          5 New Square, Bedfont Lakes, Feltham, Middlesex T14 8HA

Part 7    Initial Period
          The period of one year from the Date of Delivery

Part 8    Specified Computer
          Serial No. ______________________

                                      -12-
<PAGE>

                                  APPENDIX 2

                                  SCHEDULE 1

                              PRODUCT DESCRIPTION


1.   PlaNET Module Description Version 2.5

1.1  The following description applies to the Licensed Software "PlaNET" Version
     2.5

1.2  Propagation Prediction Routines;

     1.2.1  up to 400x400 km area size, any grid size (500, 100, 50mm, currently
            only one grid size at any time)

     1.2.2  obstruction loss calculations using land heights terrain data and
            multiple "knife edges

     1.2.3  clutter correction for all pre-defined clutter types

     1.2.4  consider clutter effects along a radial from the base station to the
            mobile station

     1.2.4  Detailed antenna masking for different antenna types with full
            tilting capability, antenna masks may be edited or viewed via a user
            friendly editor

     1.2.5  up to six (6) antennae per site, any type and alignment of antenna

     1.2.6  simple height correction factors

     1.2.7  prediction of any number of cells (as a background task)

     1.2.8  prediction routines optimised for speed

     1.2.9  custom model per cell capacity via user-friendly editor

     1.2.10 clutter data may be edited with the user-friendly data editor

     1.2.11 propagation model programming interface (optional)

1.3  Coverage Array Generation

     1.3.1  for any area size and any number of cells

     1.3.2  most likely server/section calculation

                                      -13-
<PAGE>

     1.3.3  network coverage at up to eight (8) user specified signal levels
            from composite coverage

     1.3.4  multiple level signal coverage (contour) bands from composite
            coverage

     1.3.5  for each pixel a text symbol is used to identify the cell coverage

     1.3.6  carey curves per base station

     1.3.7  interactive change of antenna number, type, orientation, power and
            tilt without re-predicting cell

1.4  Signal and Interference Analysis

     1.4.1  mean and percentage coverage at up to eight (8) user-specified
            levels for network (on line)

     1.4.2  mean and percentage coverage at up to eight (8) user-specified
            levels for individual sector (GSM cell)

     1.4.3  C/cl between any two GSM cells (only one interferer currently)
            calculated for downlink interactively either inside most likely
            server boundary or inside overlap between cell predictions.

     1.4.4  system wide worst cast C/cl analysis and display using database of
            channels

1.5.  Ideal Grid Generation

     1.5.1  creation and manipulation of hexagonal grids

     1.5.2  cell splitting

     1.5.3  best fitting of ceil locations to grid

     1.5.4  Hexagon settings includes the ability for:

            1.5.4.1  Hexagons can be displayed in a three leaf clover pattern
                     with each hexagon in the clover representing separate
                     sectors
            1.5.4.2  Hexagons can be rotated through 0(degree) through to
                     90(degree)

1.6  Mapping Data

     1.6.1  display of height data by line contouring, grey shading or multi-
            coloured block fill

     1.6.2  vector data such as roads, railways, coastlines etc. easily overlaid
            onto any data

                                      -14-
<PAGE>

     1.6.3  land usage (clutter) data easily displayed

     1.6.4  interactive line shows co-ordinates of mouse pointer together with
            height, clutter and signal information

     1.6.5  user may choose between longitude and latitude of Cartesian co-
            ordinate grid for UTM projected data

1.7  Height Path Profile

     1.7.1  height path profiling may be done interactively between two (2)
            points from:

            1.7.1.1  point to point 1.7.2.2 site to point 1.7,3.3 site to site

     1.7.2  automatic compensation for the Earth's curvature if required

     1.7.3  a text file of path profile can be produced to be used externally if
            required

1.8  Multi-User site Database

     1.8.1  file locking and automatic update of changes from other users

     1.8.2  up to five (5) user definable status fields per cell

     1.8.3  active status flag setting allowing selection manipulation of cells
            with selected status

1.9  Frequency Planning

     1.9.1  user definable frequency groups

     1.9.2  interactive allocation of channels to cell

     1.9.3  graphical representation of frequency groups

     1.9.4  database of channel allocations per ceil

1.10 Automatic Frequency Planning (Optional)

     1.10.1 frequency allocation method using distribution of frequencies
            through they arc being planned. The plan may use the minimum number
            of frequencies required or all or the frequencies available

     1.10.2 for OSM systems, the BCCH is automatically allocated as the first
            planned TCH. This TCH is marked with an asterisk when displayed in
            the carrier data-base

                                      -15-
<PAGE>

     1.10.3  given a control channel plan, the control channel colour code can
             be planned automatically

1.11 Cell Indexing

     1.11.1  alpha-numeric cell IDs permitted

1.12 Outputs and User interface 1.12.1 "Open Look" graphical interface

     1.12.2  user friendly mouse operated software with pull-down menus and
             buttons

     1.12.3  user definable defaults for all parameters

     1.12.4  possibility to use dBuv/m instead of dBm

     1.12.5  creates FCC forms filled out with data from PlaNET which generates
             high quality Postscript output

     1.12.6  user definable default for display colours via user friendly
             interface

     1.12.7  superposition of all data types

             predictions
             best servers
             coverage
             hexagons
             clutter data
             height data
             road data
             C/cl etc

     1.12.8  outputs HPGL, HPGL/2, postscript

     1.12.9  scaling to any scale/size of hard copy plot

     1.12.10 "what you see is what you get" for hard copy output

1.13 Search and Zoom Facility

     1.13.1  screen search and display on cell ID cell name or text string

     1.13.2  suggests closest match where no actual match found

     1.13.3  zoom in and out facility, using mouse

                                      -16-
<PAGE>

1.14 Report Generator

     1.14.1  apply logical filters to select data for a report

     1.14.2  select the order in which data is included in a report

     1.14.3  preview reports

1.15 Key Information for Plots

     1.15.1  map co-ordinates and grids

     1.15.2  sector/cell IDs/names

     1.15.3  key description of signal level clutter and vector data

     1.15.4  current data

     1.15.5  antenna direction, type, tilt and tx ertp

     1.15.6  antenna/ground heights

1.16 On-Line Facility

     1.16.1  easy-to-use on-line help facility available for the majority of
             functions

1.17 Radio Survey Analysis

     1.17.1  plot route and position with Rx median signal level and relevant
             survey parameters

     1.17.2  perform linear regression of lob (distance)/m vs. Rx signal
             level/dBm

     1.17.3  compare predictions with survey

     1.17.4  plot differences

     1.17.5  calculate and display overall residuals

     1.17.6  detailed analysis printout available

     1.17.7  suggest K1, K2 values as well as the K clutter factors

1.18 Traffic Analysis System

     1.18.1  load traffic data into polygons

                                      -17-
<PAGE>

     1.18.2  load traffic data from switch data

     1.18.3  spread traffic based on vectors (roads), land use and polygons

     1.18.4  scale traffic for growth planning

     1.18.5  compute traffic per sector, subscribers per sector, channels
             required blocking based on erlang B or C

     1.18.6  display or plot traffic density and grade of service

     1.18.7  perform what-if analysis altering cell configuration and adding
             capacity sites

1.19 Test MS Tool

     1.19.1  X-Y plots

     1.19.2  Statistics

     1.19.3  GSM/DCS 1800 L3 messages

1.20 Handover Tool

     1.20.1  neighbour lists can be automatically created or loaded from file,
             creating a new list will automatically rewrite the content of the
             list. The list can be edited manually

     1.20.2  lists of anomalies can be created which show the differences
             between the current and previously loaded neighbour list. It can
             also show non-mutual neighbours

     1.20.3  generates a list of non-mutual neighbour anomalies in the currently
             loaded neighbour list

     1.20.4  information about anomalies can be displayed and the status of the
             cell-neighbour relationship modified

     1.20.5  enhanced search facilities enable information about cells and
             neighbours to be highlighted on the main PlaNET screen

     1.20.6  user definable hysteresis level

     1.20.7  percentage probability of handover

     1.20.8  conversion of non-mutual handover to mutual relationships

                                      -18-
<PAGE>

1.21 Databuild (optional)

     1.21.1  Databuild is designed to aid the operator of a cellular network
             maintain the vast quantity of radio data that is associated with
             the network

     1.21.2  Databuild has been engineered to act as both a stand alone
             repository of radio parameter data and to be run in conjunction
             with PlaNET

     1.21.3  Underlying Databuild is a commercial database providing the usual
             features associated with database management systems, such as data
             integrity, and co-operative working

     1.21.4  The parameter data is user configurable and so file tool can handle
             data pertaining to many types of equipment

     1.21.5  The user my enter constraints upon the data to help reduce the
             accidental input of incorrect parameter values

     1.21.6  values of parameters may be set on the result of calculations,
             these calculations may include other parameters

     1.21.7  The tool has been designed to allow the user to maintain the
             history of the parameters as they evolve

     1.21.8  It enables charges to individual parameters to be queried and
             provides a number of general querying facilities

                                      -19-
<PAGE>

                                AMENDMENT NO. 1

                                      TO

  LICENCE AGREEMENT FOR USE OF MOBILE SYSTEMS INTERNATIONAL'S CELLULAR NETWORK
                             PLANNING TOOL "PLANET"

                                    BETWEEN

               MOBILE SYSTEMS INTERNATIONAL PLC ("the Licensor")

                                      AND

                    DSC COMMUNICATIONS LTD ("the Licensee")


     WHEREAS, THE LICENSOR AND THE LICENSEE entered into a Licence Agreement for
the use of Planet ("the Agreement") effective from the 16/th /November 1995;

     WHEREAS, THE LICENSOR AND THE LICENSEE now wish to amend the Agreement;

     NOW THEREFORE, THE LICENSOR AND THE LICENSEE hereby agree to amend the
Agreement as follows:

     Amend the parties that the Licence is made between to read:

     2.   THE LICENSEE:  Airspan Communications Ltd
                         5 New Square
                         Feltham
                         Middlesex
                         TW 14 8HA

     Amend 6.8 to read:

     Licensee:           Paul Senior
                         Airspan Communications Ltd
                         5 New Square
                         Feltham
                         Middlesex
                         TW14 8HA

     Amend 15.4 to read:

                    -if by facsimile- when despatched

                                      -20-