<PAGE>

                                                                    Exhibit 10.5

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.


                             Distributor Agreement
                             ---------------------


This Distributor Agreement (the "Agreement") is made effective as of the 31st
day of March, 2000 (the "Effective Date"), by and between Airspan Networks
Incorporated, a company incorporated under the laws of the State of Washington
having its principal office at 777 108th Avenue NE, Suite 1895, Bellevue,
Washington 98004 ("Airspan") and GLS LLC, ("Distributor") a limited liability
company incorporated under the laws of the State of South Dakota having its
principal office at 501 Fourth Street, Sergeant Bluff, IA 51054.

                                  WITNESSETH:

WHEREAS, Airspan is engaged in the design and manufacture of various
telecommunications product lines, including, among others, those product lines
more completely described in Schedule I hereto (the product lines described in
Schedule I, as from time to time amended in accordance with the provisions of
this Agreement, are hereinafter called the "Airspan Products") the hardware
components thereof are sometimes referred to separately as "Equipment," the
software components thereof are sometimes referred to separately as "Software"
as defined in Section 11.1, and an arrangement of Equipment which, when
interfaced with Software, is operable to perform predetermined functions, is
referred to as a "System");

WHEREAS, Distributor is engaged in the promotion of sales of telecommunications
products; and

WHEREAS, Airspan desires to appoint Distributor as a Distributor for the Airspan
Products for the territory described in Schedule II hereto (the "Territory").

NOW, THEREFORE, in consideration of the mutual promises herein contained, it is
hereby agreed as follows:

1.   APPOINTMENT.
     -----------

       1.1  Subject to the provisions of this Agreement, Airspan hereby appoints
Distributor as an independent, exclusive distributor to assist Airspan in
marketing the Airspan Products to customers in the Territory, and Distributor
hereby accepts such appointment as of the Effective Date of this Agreement.
Distributor's appointment as a distributor of the Airspan Products grants to
Distributor only a license to resell the

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                                     Page 1
<PAGE>

Airspan Products to Distributor's customers in the Territory, and does not
transfer any right, title, or interest in any of the Airspan Software to
Distributor.

     1.2  Distributor's relationship to Airspan is that of an independent
contractor, and nothing in this Agreement shall constitute Distributor as the
agent or employee of Airspan.  Distributor shall have no authority to accept any
order or make any offer (except as herein stated), or execute any instrument or
make any commitment on behalf of Airspan.  Specifically, without in any way
limiting the generality of the foregoing, Distributor agrees not to make any
representation, guarantee, or warranty on Airspan's behalf concerning the
Airspan Products, but will refer customers to Airspan's printed literature.
Nothing contained in this Agreement is to be construed as a limitation or
restriction upon Airspan in the sale or other disposition of any of its products
to any person, firm, or corporation inside or outside of the Territory. Airspan
will pay no commissions under this Agreement.  Distributor's compensation is to
be obtained solely by the difference between the price Distributor pays to
Airspan and the price Distributor charges its customers. The parties also
acknowledge that this Agreement is not intended to create a joint venture or
partnership between Airspan and Distributor.

       1.3  Distributor will use its best efforts to maintain and support the
Airspan Products within the Territory by devoting such attention, time, and
effort as may be reasonably necessary to fully develop the available market
potential.  During the term of this Agreement, and for a period of three (3)
months following the expiration or termination of this Agreement, Distributor
agrees that neither it nor any organization or entity controlled or directed by
it will, without Airspan's prior, written consent, represent a manufacturer or
supplier of products similar in design or performance to or which are of such a
nature as to be competitive with any products contained in the Airspan Products,
nor will Distributor market or otherwise promote the sale of such products.
Distributor will give Airspan thirty (30) days' prior, written notice of each
new potential representation role being considered by Distributor, and
Distributor will not undertake such representation without Airspan's prior,
written consent, such consent not to be unreasonably withheld. Except as
provided above, in no event will Airspan consent to Distributor's consultation
for or representation of a manufacturer or supplier, which is directly or
indirectly, a competitor of Airspan.

       1.4  Distributor shall maintain a place of business at the location
specified in Section 21.10 where Distributor can be contacted by Airspan,
customers, and prospective customers during regular business hours with a
permanent mailing address and an accessible cellular telephone, and will provide
Airspan with written notice promptly upon any change in address.  Distributor
agrees to assume all of the expenses of this place of business, including rent,
stenographic services, and all other expenses except as specifically assumed in
writing by Airspan.


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                                     Page 2
<PAGE>

       1.5  Airspan will provide Distributor with such commercial and technical
assistance and training as may reasonably be necessary, in Airspan's sole
judgment, to enable Distributor to effectively carry out its activities under
this Agreement and, in connection therewith, to provide such sales promotional
materials, as Airspan may deem appropriate.  Airspan will provide such technical
support as is reasonable and necessary to maintain the product line as a viable
competitor in the market.

2.  REPRESENTATIONS AND WARRANTIES.

Distributor hereby represents and warrants as follows:

     a.   Distributor has been duly registered in accordance with any and all
relevant legislation, has received any and all necessary governmental
authorizations to enter into and perform its obligations under this Agreement,
and that its entry into and performance under this Agreement will not violate
applicable legislation;

     b.   Distributor is duly registered with all necessary tax authorities and
is in compliance with all payment obligations in accordance with applicable
legislation.  No claims against or investigations of Distributor with respect to
its tax obligations exist;

     c.   Distributor is not currently involved in any litigation, arbitration,
or other legal proceedings in which claims are being asserted against
Distributor which might affect its ability to perform its obligations under this
Agreement, nor is Distributor aware of any unasserted claims against Distributor
of this nature; and

     d.   Distributor's bank accounts have been established and operated in
accordance with applicable legislation.  All transactions of Distributor
required to be carried out through authorized banks have been so carried out.
Distributor is not, has not, and warrants that it will not breach any currency
regulation or currency control legislation.  Distributor further warrants that
it is not, has not, and will not breach any bank secrecy act, rules or
regulations.

3.  SERVICES.

     3.1  In addition to the above, the Distributor will perform the following
     services under this Agreement:

     a. In cooperation with Airspan, identify potential customers and project
     opportunities within the Territory that will lead to sales/licenses of
     Airspan Products and services;

     b. Prepare reports on the opportunities that will include:  (1) description
     of the project; (2) assessment of the appropriate fit to Airspan Products
     and

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                                     Page 3
<PAGE>

     services; (3) dollar size and timing of the project; (4) competitive
     assessment; and (5) identification of key decision makers and other
     technical and commercial contacts;

     c. Assist and advise Airspan in the preparation and delivery of appropriate
     marketing and sales programs;

     d. Initiate and coordinate meetings at all levels for the appropriate
     Airspan employees to evaluate the identified projects;

     e. Initiate and assist in the preparation of sales and technical meetings
     with customers, and where appropriate, attend these meetings with Airspan
     personnel and provide administrative support and translation services;

     3.2  Distributor will use its best efforts to vigorously and aggressively
     promote the sale of Airspan Products within the Territory.  Such efforts
     shall include, but shall not be limited to, that advertising within the
     Territory which is reasonably necessary.  All such advertising shall follow
     the general statements made in advertising prepared by Airspan.  All
     advertising shall contain a prominent reference to Airspan, indicating the
     actual commercial origin of Airspan Products so advertised.  Distributor
     shall not make any claims in its advertising which exceed or contradict
     claims made by Airspan in its printed materials.

     3.3  Distributor will train and maintain a sufficient number of technical
     and sales personnel in order to: (a) serve the demands and needs of its
     customers for Airspan Products, service, and support; and (b) carry out the
     obligations of Distributor under this Agreement.

     3.4  Distributor and its staff will be conversant with the technical
     language related to Airspan Products and will develop sufficient knowledge
     of the industry, Airspan Products, and products competitive with Airspan
     Products (including specifications, features, and benefits) so as to be
     able to explain in detail to customers the differences between Airspan
     Products and competitive products.  Distributor will conduct or provide for
     any training of its personnel which may be necessary to impart such
     knowledge.

     3.5  Distributor and its staff will research the technical requirements and
     specifications of the market for Airspan Products in the Territory and make
     information known to Airspan such that Airspan may, at its discretion,
     implement appropriate technical changes to the Products to enable them to
     be sold in the Territory. Airspan acknowledges that, subject to a further
     and separate Agreement, such changes may be implemented in the future by
     Distributor, with the assistance of Airspan.

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                                     Page 4
<PAGE>

     3.6  Distributor agrees to purchase and stock a comprehensive inventory of
     spare parts based upon the recommended list set forth in Schedule III to
     this Agreement.

     3.7  Distributor agrees to provide to its customers' installation services
     for all Airspan Products.  All such installation services shall be
     performed by Distributor in accordance with Airspan's latest installation
     standards as provided by Airspan.

     3.8  Distributor agrees to train and have readily available a maintenance
     staff to efficiently and expeditiously maintain or upgrade all Airspan
     Products purchased or licensed by Distributor from Airspan.  Maintenance
     shall be performed in accordance with Airspan's latest maintenance
     standards for Airspan Products, as provided by Airspan, by Distributor's
     own personnel and may not be subcontracted or delegated to any other person
     or entity without Airspan's prior, written authorization.

     3.9  Distributor agrees to provide and maintain those facilities adequate
     to meet the obligations set forth in this section and of the Agreement.
     Distributor further agrees to provide all of the sales and support
     functions set forth in this section at no charge to Airspan.

     3.10 Distributor agrees not to actively seek to promote, rent, lease, sell,
     sublicense or authorize the rental, sale or sublicense of Airspan Products
     outside of the Territory [without the prior written approval of Airspan],
     but nothing in this Agreement shall prevent Distributor from renting,
     selling or sublicensing the Airspan Products to customers outside of the
     Territory in response to an unsolicited request from such customer.

     3.11 During the term of this Agreement Distributor agrees that neither it
     nor any organization or entity controlled or directed by it will, without
     Airspan's prior, written consent, represent a manufacturer or supplier of
     products similar in design or performance to or which are of such a nature
     as to be competitive with any products contained in the Airspan Products.

     3.12 The parties mutually agree that by April 30, 2000, the parties will
     negotiate and execute a National Accounts Consulting Agreement whereby the
     Distributor will receive consulting fees and commissions for the sale and
     deployment of Airspan's products on a national basis. It is the intent of
     the parties to jointly pursue the sale of products to said companies and to
     enter into and complete contracts for the deployment of products in this
     manner.


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                                     Page 5
<PAGE>

4.   ORDERING PROCEDURE.

     4.1  The following procedures shall be followed with respect to each
     purchase order issued by Distributor:

     a. During the Term, Distributor will inform Airspan of its intent to
     purchase Equipment and Installation Services (but only if Airspan expressly
     agrees to perform such Installation Services) and to license Software, by
     sending to Airspan a written order.  This written order (the "Purchase
     Order") will state the type of Equipment, System, or Installation Services
     that Distributor wants to purchase and the Software Distributor wants to
     license, the price of the ordered items (the "Contract Price") as set forth
     in Schedule IV, "Price List" (which is hereby incorporated by reference)
     and the proposed delivery and installation dates, if applicable.

     b. Each Purchase Order shall specifically incorporate by reference the
     terms and conditions of this Agreement, and no additional or different
     terms and conditions stated in a Purchase Order, any letter, or otherwise
     shall be binding unless expressly referred and agreed to by Airspan in
     writing. In the event of a conflict between the terms and conditions of
     this Agreement and of any Purchase Order issued hereunder, or if the
     Purchase Order does not reference the terms and conditions of this
     Agreement, the terms and conditions of this Agreement shall control.

     4.2  If a Purchase Order is accepted by Airspan, Airspan will issue an
     order acknowledgment to Distributor within five (5) business days of
     Airspan's receipt of the written Purchase Order from Distributor.

5.   RECORDS AND REPORTING.

     5.1  At Airspan's request, within fifteen (15) days of the end of each
     calendar month, Distributor will provide to Airspan a written report
     showing, for the just-ended calendar month: (a) Distributor's shipments of
     Airspan Products by dollar volume, both in the aggregate and for such
     categories as Airspan may designate from time to time; (b) forecasts of
     Distributor's anticipated orders by product; (c) Distributor's current
     inventory levels of Airspan Products, in the aggregate and by product; and
     (d) any other information which Airspan may reasonably request.

     5.2  Distributor will promptly advise Airspan concerning any market
     information which comes to Distributor's attention regarding Airspan,
     Airspan Products, Airspan's market position, or the continued
     competitiveness of Airspan Products in the marketplace.  Distributor will
     confer with Airspan from

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                                     Page 6
<PAGE>

     time to time, at Airspan's request, on matters relating to market
     conditions, distribution forecasting, and product planning.

     5.3  For at least two (2) years after termination of this Agreement,
     Distributor will maintain its records, contracts, and accounts relating to
     distribution of Airspan Products, and will permit examination thereof by
     authorized representatives of Airspan at all reasonable times.



6.   CONTRACT PRICE

     6.1  The Contract Price for each item of Equipment, Installation Services,
     or Software is as specified in Schedule IV and shall be paid to Airspan in
     US Dollars (US$) free of any withholding tax and of any currency controls
     or other restrictions.  The Contract Price includes:

          a.   The price of the Equipment;

          b.   The fee for the licensing of the Software;

          c.   If Installation Services are ordered and such order is accepted
               by Airspan, the charges for installing and testing each unit of
               Equipment or Software;

          d.   The charges for the warranty of the Equipment and Software in
               accordance with Sections 14 and 15; and

          e.   Costs in accordance with delivery obligations set forth in
               Sections 8.1 and 8.2.

          Airspan agrees to sell Airspan equipment and services to Distributor
          at a * percent discount from the published list price in the United
          States, or Contract Price in Schedule IV, whichever is less. Any new
          discounts offered by Airspan to Distributor will be greater than or
          equal to discount on the Effective Date of this Agreement.

          Distributor shall be entitled to the following commissions: for all
          products deployed in the Territory and not sold by Distributor, * on
          the first * dollars and * percent (*) thereafter, on an annual basis.

[*] 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.

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                                     Page 7
<PAGE>

     Airspan warrants that during the term of this Agreement, the prices at
     which Airspan sells to Distributor products supplied under this Agreement
     shall be no less favorable to the Distributor than those prices at which
     Airspan sells, at substantially the same time in the United States, similar
     products and pursuant to similar terms and conditions as those by which
     Airspan sells Products to the Distributor under this Agreement.  Products
     shall only be deemed similar if they provide like functionality.  The terms
     and conditions shall only be deemed similar if the product is supplied
     pursuant to an agreement or arrangement of similar duration and commitment,
     provides for similar warranties and after service commitments, involves
     similar spare part and support commitments, has the same payment and other
     financial terms, and otherwise has similar terms and conditions.

          6.2  The Contract Price is shown in Schedule IV and shall include
     applicable duties, taxes or imposts, including all export or import duties.
     Sales taxes and contractor's excise taxes shall be itemized on all Purchase
     Orders.  The parties agree that the Contract Price in Schedule IV shall be
     firm for a minimum period of twenty-four (24) months from the Effective
     Date. After the above period of twenty-four (24) months, Exhibit B may be
     revised by Airspan giving thirty (30) days written notice to Distributor.

     7.  PAYMENT TERMS.

          7.1  Airspan will issue an invoice (the "Invoice") to Distributor in
     accordance with the payment terms below. The Invoice specifically will
     identify the Equipment, Software, or other items shipped, and the Contract
     Price of such items.  Any Installation Services or other services provided
     by Airspan will be invoiced separately following completion of such
     services.  The Invoice also shall state the total due to Airspan from
     Distributor (the "Invoice Total"), which shall include the Contract Price,
     and any applicable taxes, duties, and other fees due pursuant to Section 6
     of this Agreement. Payment of the Invoice Total is due (without any right
     of set-off) Net forty-five (45) days after the date of invoice.


          7.2  If Distributor disputes any invoice or part thereof, Distributor
     must notify Airspan in writing within twenty-five (25) days of the invoice
     date giving details of the reason for such dispute.

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                                     Page 8
<PAGE>

     Distributor and Airspan agree to work together in good faith to resolve the
     dispute as quickly as possible. Distributor may withhold payment of such
     disputed amounts until resolution of the dispute. Any parts of the invoice
     not under dispute shall be paid net forty-five (45) days after the date of
     invoice. On resolution of the dispute, Distributor shall immediately pay
     any amounts due in full.

          7.3  Distributor will make payment by wire or telegraphic transfer to
     the bank account set forth below or, on receipt of written notification
     from Airspan, to another designated bank within the United States.

     Bank:            Seafirst Bank, 10555 N.E. 8th, Bellevue, WA98004, USA.
     Account name:    Airspan Networks Inc.
     Account number:  68777507
     Routing Number:  125 - 0000 - 24
     Further instructions: "Reference (Distributor's name), Purchase Order
     number, Payment of Invoice number"

     Payment will be deemed to have been made upon receipt of funds in Airspan's
     bank.

     7.4  If the cost to Airspan of performing this Agreement increases as a
     result of any change to the law or increase in import duty or freight duty,
     Airspan may, at any time, add such increase to the Contract Price by
     notifying Distributor in writing of such increase.

8.   DELIVERY, TITLE AND RISK OF LOSS.

     8.1  All Equipment and Software will be delivered by Airspan CIP (as
     defined in Incoterms 2000) to an airport in South Dakota that completes
     international customs clearances and shipped to a location within the city
     limits of the above arrival airport, such airport and delivery location are
     to be agreed upon in writing by the parties for each Purchase Order.
     Airspan will be responsible for and pay all packing, shipping, freight, and
     insurance charges to the agreed upon location within the city limits. If
     requested by Distributor, Airspan may arrange for shipment to be made to
     Distributor's identified warehouse facilities or freight forwarder outside
     of the city limits, subject to approval in writing by Airspan and agreement
     to any additional charges in advance of shipment.  Unless specified in the
     Purchase Order, Airspan will select the mode of shipment and the carrier.

     In this Agreement, "Incoterms" means the most recent international rules
     for the interpretation of trade terms published by the International
     Chamber of Commerce as in force on the Effective Date.  Unless the context
     otherwise requires, any term or expression which is defined in or given a
     particular meaning by the provisions of the Incoterms shall have the same
     meaning in this


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                                     Page 9
<PAGE>

     Agreement, but if there is any conflict between the provisions of the
     Incoterms and this Agreement, the latter shall prevail.

     8.2 All risk of loss or damage to the Equipment and Software will pass to
     Distributor on collection by the freight forwarder from Airspan. However,
     Airspan will insure the Equipment against loss or damage in transit to the
     agreed to location as set forth in the Purchase Order within the city
     limits of the arrival airport as set forth in Paragraph 8.1.

     8.3 Title to the Equipment shall pass to Distributor on collection by the
     freight forwarder from Airspan.

     8.4  If Distributor has any Airspan owned Equipment in its possession:

     a.   Distributor shall ensure that Equipment is clearly marked as the
     property of Airspan, and if asked, shall inform any third parties that the
     Equipment is the property of Airspan;

     b.   Distributor shall not purport to create any security, mortgage, lien
     or pledge over the Equipment, or otherwise deal with the Equipment without
     Airspan's written consent;

     c.   In the event of any threatened seizure of the Equipment by any third
     parties, and on termination or expiration of this Agreement, or any
     Contract made pursuant to it, Airspan shall have the right, without
     prejudice to any other remedy, to enter without prior notice any premises
     and to repossess and take away or otherwise deal with the Equipment.

     8.5  The Software shall at all times remain the exclusive property of
     Airspan, subject to the uses provided herein.

     8.6  Unless Distributor clearly advises Airspan to the contrary in
     writing, Airspan may make partial deliveries on account of Purchase Orders.
     Delay in delivery of any installment shall not relieve Distributor of its
     obligation to accept said installment, provided that said delay does not
     exceed sixty (60) days from Airspan's scheduled ship date and unless
     Distributor has clearly advised Airspan to cancel the delayed installment
     in writing at least fifteen (15) days prior to its revised planned shipment
     date or its actual shipment date by Airspan.

     8.7  Airspan will use reasonable efforts to meet Distributor's requested
     delivery schedules for Equipment and Software, but Airspan reserves the
     right to refuse, or delay delivery to Distributor when Distributor's credit
     is impaired,

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                                    Page 10
<PAGE>

     when Distributor is delinquent in payments or fails to meet other credit or
     financial requirements reasonably established by Airspan, or when
     Distributor has failed to perform its obligations under this Agreement.

     8.8  Should orders for Equipment and Software exceed Airspan's available
     inventory, Airspan will allocate its available inventory and make
     deliveries on a basis that Airspan deems equitable, in its sole discretion,
     and without liability to Distributor on account of the method of allocation
     chosen or its implementation.  In any event, Airspan shall not be liable
     for any direct, indirect, consequential, or special losses or damages
     (including, but not limited to, loss of income or profit and loss of data)
     that may be suffered by the Distributor or by any other person for failure
     to deliver or for any delay or error in delivery of Equipment or Software
     for any reason whatsoever.


9.   TRADEMARKS AND COPYRIGHTS.

     9.1  Distributor acknowledges Airspan's exclusive right, title, and
interest in and to any trademarks, trade names, logos and designations which
Airspan may at any time have adopted, used, or registered in the United States
of America and in the Territory (the "Trademarks"), and will not at any time do
or cause to be done any act or thing contesting or in any way impairing or
tending to impair any part of said right, title, and interest.  In connection
with any reference to the Trademarks, Distributor shall not in any manner
represent that it has an ownership interest in the Trademarks or registration(s)
thereof, and Distributor acknowledges that no action by it or on its behalf
shall create in Distributor's favor any right, title, or interest in or to the
Trademarks.

     9.2  Distributor recognizes the validity of Airspan's copyright in any
written material to which Airspan shall have made a claim to copyright
protection, and Distributor specifically recognizes Airspan's exclusive right to
copyright protection and/or registration of any translation of any advertising,
promotional, or descriptive material furnished to Distributor by Airspan.

     9.3  Whenever Distributor refers to the Trademarks in advertising or in
any other manner to identify the products, Distributor shall clearly indicate
Airspan's ownership of the Trademarks and before distributing or publishing any
advertising, descriptive, or promotional materials, Distributor shall
affirmatively provide Airspan with an opportunity to inspect and approve such
materials.

     9.4  Distributor agrees that when referring to the Trademarks, it shall
diligently comply with all laws pertaining to the Trademarks at any time in
force in the Territory.


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                                    Page 11
<PAGE>

     9.5  Distributor shall promptly notify Airspan of any and all
infringements, imitations, illegal uses, or misuses of the Trademarks which come
to Distributor's attention.  Distributor also agrees that it shall not at any
time take any action in the courts or before the administrative agencies of the
Territory or otherwise to prevent the infringement, imitation, illegal use, or
misuse of the Trademarks, it being clearly understood by Distributor that such
action falls wholly within the authority of Airspan as sole owner of the
Trademarks.

     9.6  Distributor agrees to render to Airspan all assistance in connection
with any matter pertaining to the protection of the Trademarks, whether in the
courts or before the administrative agencies of the Territory or otherwise, and
to make promptly available to Airspan, its Distributors, and attorneys all of
Distributor's files, records, and other information pertaining to the
advertising, promotion, and sale of the Airspan Products.  All assistance
requested by Distributor in this paragraph shall be at AIRSPAN's expense.  This
Expense includes costs, attorneys' and consultants' fees, and reimbursement of
time spent by officers, agents and employees of Distributor.

     9.7  Distributor agrees and undertakes that it will not at any time,
whether during the term of this Agreement or after its expiration or
termination, adopt, use, or register without Airspan's prior, written consent
any work or symbol or combination thereof which is similar to any of the
Trademarks.

     9.8 In the advertising and sale of Airspan Products, Distributor may use
the Trademarks in relation to those Airspan Products.  Distributor will not make
or permit the alteration or removal of any tags, labels, or other identifying
marks placed by Airspan on Airspan Products.  Distributor will not use or give
any third party permission to use the Trademarks. Distributor will not use, or
give any third party permission to use, the names "Airspan Communications Ltd.",
"Airspan Networks Incorporated", "ACL", "ANI" or abbreviations or derivations
thereof in Distributor's corporate titles, or in any way which might result in
confusion as to Airspan and Distributor being separate and distinct entities.
Distributor admits Airspan's exclusive ownership of the name "Airspan Networks
Incorporated", "Airspan Communications Ltd.", "ANI", "ACL", and any
abbreviations or derivations thereof and all of Airspan's Trademarks (whether
registered or not).  Distributor shall not take any action inconsistent with
Airspan's ownership of such Trademarks; therefore, Distributor shall treat all
of Airspan's items distinctively (as to typography) and shall only use exact
reproductions of all Airspan's symbols (including Airspan's logo).   Distributor
shall not adopt or use any Trademark or product name which may be confusingly
similar to any Airspan Trademark.  Distributor may use the Airspan logo as it
appears on Airspan's letterhead.

10.  CONFIDENTIAL INFORMATION AND TRADE SECRETS.


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                                    Page 12
<PAGE>

     10.1  In this Agreement, the term "Confidential Information" shall mean
the information of Airspan disclosed to Distributor in connection with its
performance under this Agreement, which is in written, recorded, photographic,
machine-readable, or other physical form or oral information reduced to writing
as soon as practicable after disclosure to Distributor, and which is
conspicuously marked "Confidential", "Proprietary", "Private", or in any other
manner indicating its confidential and/or proprietary nature.  Without
limitation, Confidential Information includes:  (1) Airspan's software products,
materials, data reports, programs, documentation, diagrams, and all related
technical information; (2) all information relating to Airspan's business and
products which is critical to Airspan's position in the marketplace, including
future plans of Airspan relating to the fields of endeavor in which Distributor
performs services for Airspan, the nature of certain work projects to which
Distributor is exposed, and the identity of persons working on those projects;
and (3) any improvements, enhancements, or modifications to the above made by or
on behalf of Airspan during the performance under this Agreement which are
provided, made available, or disclosed by or on behalf of Airspan to
Distributor, or used by Airspan or any of Airspan's other Distributors in
connection with their own sales activities.

     10.2  Trade secrets are confidential information that includes ideas,
concepts, techniques, processes, inventions, knowledge, and know-how developed
by Airspan which:  (1) derives independent economic value, actual or potential,
from not being generally known to, and not being readily ascertainable by proper
means by, other persons who can obtain economic value from its disclosure or
use; and (2) is subject to the efforts of Airspan that are reasonable under the
circumstances to maintain its secrecy.  (This "trade secret" language comes from
the Uniform Trade Secrets Act.)

     10.3  Distributor covenants and agrees that it will use the Confidential
Information solely for the performance of services under this Agreement, and
shall not disclose such Confidential Information to any other person (including
Airspan employees in any other division, group, or entity), firm, or
corporation.

     10.4  Distributor shall use the same degree of care in safeguarding the
Confidential Information as it uses for its own confidential information of like
importance, but no less than reasonable care.  Upon discovery of any disclosure
or misuse of Confidential Information, Distributor shall endeavor to prevent any
further disclosure or misuse.

     10.5  All Confidential Information shall remain the property of Airspan,
and such Confidential Information and all copies thereof shall promptly be
returned to Airspan upon request or, at Airspan 's option, destroyed, in which
case Airspan shall be notified in writing when it has been destroyed.


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                                    Page 13
<PAGE>

     10.6  Nothing contained in this Agreement shall be construed as granting
to or conferring upon Distributor any rights, by license or otherwise, express
or implied, in Airspan's Confidential Information, other than the right to use
the Confidential Information for the purpose of this Agreement.

     10.7  Any copies of the Confidential Information made by Distributor
shall reproduce proprietary marking and legends included therein, but the
provisions of this Agreement supersede any provisions of such legends
inconsistent herewith.

     10.8  The terms and conditions of this Agreement shall not be disclosed
by Distributor to others, except with the prior, written consent of Airspan, or
as may be required by law or as necessary to establish its rights hereunder.

     10.9  If, in connection with its performance, Distributor discloses to
Airspan any ideas, developments, or inventions conceived or actually reduced to
practice by Distributor prior to its performance hereunder, no relationship,
confidential or otherwise, express or implied, is established with Airspan by
the disclosure thereof.  With respect to any such disclosure, no obligation of
any kind is assumed by nor may be implied against Airspan, its subsidiary, or
associated companies unless a formal, separate, written contract regarding the
subject of disclosure is consummated by the parties, and then the obligation
shall be only as expressed in the separate contract.

     10.10  Distributor agrees that any breach of the provisions of this
Section by Distributor or Distributor's personnel, agents, or subcontractors, or
any third party providing products or services to Distributor will cause
immediate and irreparable injury to Airspan and that, in the event of such
breach, Airspan shall be entitled to injunctive relief and any and all other
remedies available at law or in equity.

     10.11  After Distributor has received Airspan's Confidential Information
and know-how, it will be impossible to segregate Airspan's knowledge and know-
how from other knowledge acquired independently by Distributor.  Accordingly,
during the performance of this Agreement and for three (3) months after
termination of services under this Agreement, Distributor will not offer
services to third parties which compete with the services provided by Airspan
under this Agreement, or otherwise use the knowledge acquired from Airspan in
order to compete with Airspan or its customers.  Notwithstanding anything to the
contrary above, Distributor is not precluded from any activities which concern
product sectors or industries other than those that concern products or services
similar to those offered by Airspan in connection with this Agreement.  Nothing
in this paragraph will be construed to prevent Distributor from providing
service to existing customers of Distributor which would result in their
interruption of service to the public.


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                                    Page 14
<PAGE>

     10.12 During the performance of this Agreement and for three (3)
months after termination of services under this Agreement, Airspan will not
offer products or services to third parties which compete with the products or
services provided by Distributor under this Agreement, or otherwise use the
knowledge acquired from Distributor in order to compete with Distributor its
customers

     10.13 The obligations of this Section 10 shall survive the expiration or
termination of this Agreement.

11.  SOFTWARE LICENSE.

     11.1 Airspan grants Distributor, and Distributor hereby accepts, a
nonexclusive, non-transferable license to use, and to sublicense as set forth
below, Software provided by Airspan hereunder only on a single System or unit of
Equipment, as may be applicable.  No license is granted to use the Software on
multiple Systems or in conjunction with Equipment furnished by a party other
than Airspan, unless specifically agreed to in writing by Airspan.  Software
licensed under this Agreement is defined as: (a) any digital instruction
sequence or control data contained on any media, including but not limited to,
any magnetic-, electronic-, optical-, or organic device, and the term Software
shall include any enhancement, modification, extension, part, portion or
expansion thereof or implementation or downloading from network of any of the
foregoing, for use exclusively on a System or a unit of Equipment; and (b) all
associated documentation used to describe, maintain and use the Software.

     11.2 Any Software provided to Distributor by Airspan will be treated as the
exclusive property of Airspan, and Distributor will:  (a) treat such Software as
Confidential Information under Section 10 of this Agreement; (b) utilize such
Software or any portions or aspects thereof (including any methods or concepts
utilized therein) solely on Systems or Equipment provided by Airspan; (c)
forthwith return to Airspan all memory media, documentation and/or other
material that has been modified, updated or replaced; (d) except to the extent
permitted by applicable law not modify, disassemble or decompile such Software,
or reverse engineer any portion of the Software or functioning of Systems or
Equipment, or permit others to do so, without Airspan's prior written consent;
(e) except to the extent permitted by applicable law not reproduce or copy such
Software in whole or in part except for backup and archival purposes or as
otherwise permitted in writing by Airspan; (f) not perform or release benchmarks
or other comparisons of the Software; and (g) not remove any trademark,
tradename, copyright, notice or other proprietary notice from the Software and
Distributor shall be responsible for the conservation of the same on any back-up
copy of the Software.


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                                    Page 15
<PAGE>

     11.3 In the event of a breach of this license by Distributor, then Airspan
may, in its discretion, terminate the license with immediate effect, whereupon
Distributor shall return to Airspan all Software and copies thereof within ten
(10) days.

12        EXCUSABLE DELAY.

Airspan shall not suffer any liability for non-performance, defective
performance, or late performance under this Agreement due to causes beyond its
control and without its fault or negligence such as, but not limited to, acts of
God, war (including civil war), civil unrest, acts of government, fire, floods,
explosions, the elements, epidemics, quarantine, restrictions, strikes, lock-
outs, plant shutdown, material shortages, or delays in transportation or delays
of its suppliers or subcontractors for like cause.

In the event of excusable delay as defined in the preceding sentence, then
Airspan, upon giving prompt written notice to Distributor, shall be excused from
such performance on a day-to-day basis to the extent of such prevention,
restriction, or interference (and Distributor shall likewise be excused from
performance of its obligations on a day-to-day basis to the extent Distributor's
obligations relate to the performance so prevented, restricted, or interfered
with), provided that Airspan shall use its best endeavors to avoid or remove
such causes of non-performance and both parties shall proceed to perform with
dispatch whenever such causes are removed or cease to exist.



13.  TERM AND TERMINATION.

     13.1  This Agreement shall remain in effect for sixty (60) months from
the Effective Date (the "Initial Term"). After the Initial Term, the term of the
Agreement may be extended by a further period of five (5) years by mutual
written agreement by the parties in the form of an amendment to this Agreement.
If Distributor wishes to extend the term of the Agreement beyond the Initial
Term, it  must notify Airspan in writing at least six (6) months prior to then
end of the Initial Term. However, nothing contained herein shall be interpreted
as requiring either party to renew or extend this Agreement.  Notwithstanding
the provisions of this section or of any other provisions of this Agreement,
this Agreement may be terminated prior to the expiration of its stated term as
set forth below.

     13.2  Either party may terminate this Agreement at any time during the term
of this Agreement if  either party fails materially to comply with any covenant,
term, or provision of this Agreement, by written notice given to the other party
not less than thirty (30) days prior to the effective date of such termination.
Either party's right to terminate this Agreement under this Section 13.2 may not
be exercised unless said


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                                    Page 16
<PAGE>

party shall have given the other party written notice of the failure, and the
other party has not cured the failure within the thirty (30) day period
following notice from said party.

     13.3  This Agreement terminates automatically for just cause, with no
further act or action of either party if:  (a) a receiver is appointed for
Distributor or its property; (b) Distributor makes an assignment for the benefit
of its creditors; (c) any proceedings are commenced by, for, or against
Distributor under any bankruptcy, insolvency, or debtor's relief law; or (d)
Distributor is liquidated, dissolved, or otherwise terminates its activities.

     13.4 In the event of termination by either party for any reason,
Distributor shall provide Airspan with lists of existing customers as well as
other information necessary for an orderly changeover of representation in the
Territory.

     13.5  Upon termination, Distributor shall immediately return to Airspan
all Confidential Information, and Distributor agrees that neither it nor any
company or organization controlled or directed by it shall divulge the contents
of such material to any person at any time, notwithstanding the termination of
this Agreement.

     13.6 Airspan shall not be liable to Distributor for damages of any kind,
including incidental or consequential damages, on account of the termination of
this agreement in accordance with this section 13.  Airspan shall not be liable
to Distributor on account of termination or expiration of this Agreement for
reimbursement or damages for loss of goodwill, prospective profits, or
anticipated orders, or on account of any expenditures, investments, leases, or
commitments made by either party, or for any other reason whatsoever based upon
or growing out of such termination or expiration.  Airspan will recognize
payments due to Distributor for orders received up to ninety (90) days after the
termination or expiration of this Agreement.

     13.7  Distributor acknowledges and agrees that: (a) Distributor has no
expectation and has received no assurances that its business relationship with
Airspan will continue beyond the states term of this agreement or its earlier
termination in accordance with this section, that any investment by Distributor
in the promotion of Airspan's Products will be recovered or recouped, or that
Distributor shall obtain any anticipated amount of profits by virtue of this
Agreement; and (b) Distributor shall not have or acquire by virtue of this
Agreement or otherwise any vested, proprietary, or other right in the promotion
of Airspan's Products or in any goodwill created by its efforts hereunder.

     13.8  This Section 13.8, as well as the provisions of Sections 9, 10, 11,
16, 17 and 18, shall survive the termination of this Agreement.


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                                    Page 17
<PAGE>

14.  WARRANTY.

     14.1 THE WARRANTIES SET FORTH IN SECTIONS 14 AND 15 OF THIS AGREEMENT ARE
IN LIEU OF, AND Airspan HEREBY DISCLAIMS, ALL OTHER WARRANTIES AND CONDITIONS,
WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED TERMS AND
WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.

     14.2 Subject to Sections 14.3 and 14.4, Airspan warrants that the Equipment
sold to Distributor under this Agreement shall, under normal use and service, be
free from defects in materials and faulty workmanship, and that the Software
licensed to Distributor under this Agreement shall conform in all material
respects to Airspan's published specifications therefor. The warranty period for
any item of Equipment and related Software shall be twelve (12) months from the
date of delivery of such Equipment and related Software to Distributor as set
forth in Paragraph 8.1 (hereinafter, this period of time shall be referred to as
the "Initial Warranty Period.")

     14.3 Airspan's obligation and Distributor's sole remedy under this warranty
are limited to the replacement or repair, at Airspan's option, of the defective
Equipment or Software within the Initial Warranty Period. Airspan shall have no
obligation to remedy any such defect if it can be shown that: (a) the Equipment
or Software was altered, repaired, or reworked by any party other than Airspan
without Airspan's prior written consent; (b) such defects were the result of
Distributor's or a third party's improper storage, mishandling, abuse, or misuse
of the Equipment or Software; (c) such defects were the result of Distributor's
or a third party's use of the Equipment or Software in conjunction with
equipment electronically or mechanically incompatible or of an inferior quality;
or (d) the defect was the result of damage by fire, explosion, power failure, or
any act of nature.

     14.4  In no event shall Airspan be obliged to provide on-site maintenance.
Subject to the provisions of this warranty clause, defective parts or components
must be returned by Distributor to Airspan's designated facility located within
the contiguous 48 states in the United States, freight prepaid, within the
Initial Warranty Period, and said defective parts will be repaired or replaced
by Airspan at no charge to Distributor.  In connection with such return by
Distributor, Distributor shall comply with Airspan's Return Material
Authorization (RMA) procedures.  Risk of loss or damage to Equipment or Software
returned to Airspan for repair or replacement shall be borne by Distributor
until delivery to Airspan.  Upon delivery of such Equipment or Software, Airspan
shall assume the risk of loss or damage until that time that the Equipment or
Software being repaired or replaced is returned and delivered to Distributor.
Distributor will pay all transportation costs for Equipment or Software shipped
to Airspan for repair or replacement.  Airspan shall pay all transportation
costs associated


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                                    Page 18
<PAGE>

with returning repaired or replaced Equipment or Software to Distributor unless
there was no fault found (NFF), in which event, the Distributor shall pay such
transportation costs, along with Airspan's then prevailing standard NFF charge.

     14.5  Airspan will charge Distributor for any maintenance carried out which
is not covered by the warranties contained in Section 14.2 or Section 15 at
Airspan's then prevailing standard rates for such services.

15.  WARRANTY ON REPAIRED AND REPLACEMENT MATERIALS.

Airspan warrants that, following repair or replacement, the repaired or replaced
Equipment or Software by Airspan shall be free from defects in materials and
faulty workmanship and that the Software will conform in all material respects
to Airspan's published specifications therefor for ninety (90) days from date of
shipment from Airspan to Distributor or until the end of the Initial Warranty
Period, whichever is longer.

16.  LIMITATION OF LIABILITY.

     16.1  WITHOUT PREJUDICE TO SECTION 16.4, NEITHER Airspan, NOR ANY OF ITS
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SHAREHOLDERS, OR
AFFILIATES (Airspan AND SUCH OTHER PERSONS, THE "Airspan PARTIES"), SHALL HAVE
ANY LIABILITY TO DISTRIBUTOR FOR LOSS OF PROFITS, INCOME, REVENUE OR DATA, OR
INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES OR LOSSES, ARISING FROM
OR IN CONNECTION WITH THIS AGREEMENT, ANY PURCHASE ORDER PLACED PURSUANT TO THIS
AGREEMENT OR ANY OTHER COLLATERAL CONTRACT, OR FROM OR IN CONNECTION WITH THE
EQUIPMENT OR THE SOFTWARE OR THE USE THEREOF OR THE INABILITY TO USE THEM EITHER
SEPARATELY OR IN COMBINATION WITH OTHER EQUIPMENT OR SOFTWARE, OR FROM ANY OTHER
CAUSE, WHETHER CAUSED BY NEGLIGENCE, BREACH OF CONTRACT, STRICT LIABILITY,
BREACH OF WARRANTY, ON GROUNDS OF FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE.

     16.2  Without prejudice to Sections 16.3 and 16.4, the liability of the
Airspan Parties, taken as a whole, for each event or series of connected events
arising out of or in connection with this Agreement, any purchase order placed
pursuant to this Agreement, or any other collateral contract, or from or in
connection with the Equipment or Software or the use thereof, or the inability
to use them either separately or in combination with other equipment or
software, or from any other cause, whether caused by negligence, breach of
contract, strict liability, breach of warranty, on grounds of failure of
essential purpose, or otherwise, shall in no circumstance exceed the total
amount payable by Distributor to Airspan under this Agreement for the provision
of

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                                    Page 19
<PAGE>

the Equipment or Software which gave rise to the loss or damage or in
connection with which the loss or damage was incurred.

     16.3  Airspan Parties, taken as a whole, shall be liable for physical
damage to Distributor's property resulting from Airspan's negligence under or in
connection with this Agreement up to a maximum aggregate amount of one million
US Dollars (US$1,000,000).  And Distributor, taken as a whole, shall be liable
for physical damage to Airspan's property resulting from Distributor's
negligence under or in connection with this Agreement up to a maximum aggregate
amount of one million US Dollars (US$1,000,000).

     16.4  Nothing in this Agreement shall exclude or in any way limit Airspan
liability for death or personal injury caused by its negligence.

     16.5  Save as provided for in Section 17 Distributor shall indemnify and
hold harmless and defend the Airspan Parties from and against all claims,
demands, actions, suits, proceedings, writs, judgments, orders and decrees
brought, made or rendered against them or any of them and all damages, losses
and expenses suffered or incurred by them or any of them howsoever arising out
of or related to the breach by Distributor of any of the terms of this
Agreement. Airspan shall notify Distributor forthwith of any claim, demand,
action, suit, proceeding, writ, judgment, order or decree falling within the
scope of this Section 16.5 and shall permit Distributor sole conduct of the same
and shall provide reasonable assistance in relation thereto, subject to
appropriate defense by Distributor and the payment by Distributor of Airspan's
reasonable costs and expenses.

     16.6  Distributor shall include, in its agreements with its customers
pursuant to which Distributor supplies Equipment or Software, provisions
pursuant to which such customers agree that the Airspan Parties shall have no
liability for any of the types of damages referred to at Section 16.1 in
connection with or arising from the Equipment or Software or the use thereof, or
the inability to use them either separately or in combination with other
equipment or software, or from any other causes.

17.  INTELLECTUAL PROPERTY RIGHTS INDEMNITY.

     17.1 Airspan agrees to indemnify and hold Distributor harmless with respect
to any suit, claim, or proceeding brought against Distributor by a third party
alleging that Distributor's use of the Equipment or the Software, separately or
in combination, as a whole or in part, constitutes an infringement of any patent
or copyright or misuse of proprietary or trade secret information.  Airspan
agrees to defend Distributor against any such claims and to pay all litigation
costs, reasonable attorney's fees, settlement payments, and any damages awarded
or resulting from any such claim.


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                                    Page 20
<PAGE>

     17.2 Distributor shall promptly advise Airspan of any such suit, claim, or
proceeding and shall co-operate with Airspan in the defense or settlement
thereof.  Airspan shall have sole control of the defense of any action involving
such a claim and of all negotiations for its settlement or compromise.

     17.3 In the event that an injunction is obtained against Distributor's use
of the Equipment and/or the Software, in whole or in part, as a result of any
such claim, Airspan shall use its best efforts to either: (a) procure for
Distributor the right to continue using the portions of the Equipment or the
Software enjoined from use; or (b) replace or modify the same with functionally
equivalent or better Equipment and/or Software so that Distributor's use is not
subject to any such injunction.  In the event that Airspan cannot perform the
remedies set forth in Sections 17.3(a) or 17.3(b), then Distributor shall have
the right to return such Equipment and the Software to Airspan.  In the event of
such return, Airspan shall refund the depreciated value of the Equipment and the
license to use the Software within thirty (30) days of the receipt by Airspan of
the Equipment and the Software.

     17.4 This indemnity shall not apply to claims arising in respect to the use
of the Equipment or Software supplied by Airspan or manufactured by its
suppliers in accordance with any design or any special instruction furnished by
Distributor, or which is used by Distributor in a manner or for a purpose not
contemplated by this Agreement.

     17.5 The provisions of this Section 17 set forth the entire obligation of
Airspan with respect to any claim of patent infringement, copyright
infringement, or misuse of proprietary or trade secret information.

18.  EXPORT CONTROLS AND LEGAL COMPLIANCE.

     18.1 If any approval with respect to this Agreement, or the registration
thereof, shall be required at any time during the term of this Agreement, with
respect to giving legal effect to this Agreement in the Territory, or with
respect to compliance with exchange regulations or other requirements so as to
assure the right of remittance abroad of United States dollars pursuant to
Section 6 hereof, Distributor shall immediately take whatever steps may be
necessary in this respect, and any charges incurred in connection therewith
shall be for the account of Distributor.  Distributor shall keep Airspan
currently informed of its efforts in this connection.  Airspan shall be under no
obligation to ship Airspan Products to Distributor hereunder until Distributor
has provided Airspan with satisfactory evidence that such approval or
registration is not required or that it has been obtained.

     18.2 In the performance of its obligations under this Agreement,
Distributor shall at all times strictly comply with all export laws,
regulations, and orders of the


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                                    Page 21
<PAGE>

United Kingdom and the United States of America. Distributor specifically
acknowledges that Equipment, Software or technology supplied or licensed by
Airspan under this Agreement are subject to U.K. and U.S. trade sanctions and
export control laws and regulations including, but not limited to, the various
Foreign Assets Control Regulations, the Export Administration Regulations, and
the International Traffic in Arms Regulations. Distributor specifically
acknowledges that Equipment, Software, or technology obtained from Airspan
pursuant to this Agreement shall not be exported, re-exported, transshipped,
disclosed, diverted, or transferred, directly or indirectly, contrary to U.K.
and U.S. laws, orders or regulations. The provisions of this section shall
survive any termination of this Agreement.

19.  TRAINING AND DOCUMENTATION.

     19.1 Airspan shall provide a single technical course in the English
language for up to two (2) qualified technicians of Distributor during the first
year of this Agreement.  The training course so developed by Airspan shall be
used to familiarize Distributor's technicians with the use and maintenance of
Airspan Products.  Training will be conducted at Airspan's facilities in
Uxbridge, UK, unless otherwise agreed to by Airspan.  The necessary instructors
and training facilities will be provided by Airspan at no charge to Distributor.
Distributor will pay all additional expenses of training including, but not
limited to, travel and room and board.  Additional training courses may be
requested by Distributor at Airspan's then current rates for such courses.

     19.2 Airspan agrees to provide Distributor at no additional charge with its
standard package of documentation related to the use, maintenance, and
installation of Airspan Products.  In the event that such documentation is
modified during the term of this Agreement, Airspan agrees to provide to
Distributor at no additional charge all such modifications.  In addition to the
documentation described above, Airspan agrees to provide at no additional charge
reasonable amounts of sales materials such as brochures, press releases, and
fact sheets.  All documentation provided by Airspan to Distributor shall be in
the English language.  All translation of such documentation provided by Airspan
will be at Distributor's sole expense.  All such translations and advertising
material not supplied by Airspan relating to Airspan Products and services will
be submitted to Airspan for approval before publication or dissemination.

20.  CONFLICT OF INTEREST.

Distributor confirms that it has revealed all information pertaining to possible
conflicts of interest created by the sale of competing products or services or
arising from other positions or contracts held by Distributor, and represents
that no conflict of interest exists.  Any future circumstances which could
create possible conflicts of interest will be revealed to Airspan as soon as
they become known by informing Airspan of any business relationships,
circumstances, or situations which could prejudice in any way

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                                    Page 22
<PAGE>

the conduct of Airspan marketing activities according to the highest ethical and
business standards, or place Airspan or Distributor in any kind of embarrassing
situation.

21.  MISCELLANEOUS.

     21.1  Pursuant to the Foreign Corrupt Practices Act of the United States
of America, directors, officers, or employees of Distributor shall not offer or
pay any bribe to any individual or corporation in connection with the provision
or support of any Airspan Products obtained under this Agreement. When other
individuals or organizations are required to participate in the sales program
covered by this Agreement, they shall be compensated fairly based on the tasks
performed.  In no circumstances are public servants or holders of public office
to be offered or paid any bribe or other benefit, direct or indirect.  No
contribution in any way related to Airspan shall be made to candidates for
public office or to political parties or other political organizations,
regardless of whether such contributions are permitted by the laws of the
Territory.  The parties agree that both parties will comply fully with all of
the terms, conditions, rules, regulations and statutes of the Foreign Corrupt
Practices Act.  The parties further agree that if either party violates any of
the provisions of said Act, the party violating the Act will indemnify the other
party from any and all liability thereunder, including costs, expenses, fines or
legal fees.

     21.2  In performing this Agreement,  the parties shall comply with all
applicable laws, rules, and regulations, and shall indemnify, defend and save
each other harmless from  said party's failure to do so.  Furthermore, if this
Agreement, the relationship created hereby or the performance hereof is
determined by either party to be contrary either to (a) the laws, rules or
regulations applicable to the parties; or (b) the parties' representations as
set forth herein, this Agreement will be null and void from its inception. The
parties have entered into this Agreement in material reliance on the following
representations made by each party that:

          a. Neither this Agreement, the relationship created hereby nor the
     performance hereof is contrary to any applicable law, rule or regulation;

          b. The parties have not refunded and will not refund either directly
     or indirectly, any funds to any director, officer, employee or other
     representative of either party (or of any subsidiary controlled by or
     affiliated with either party) or to such party's family; and

          c.  The parties represent and covenant that they have not made and
     will not commit themselves to make, nor will they directly or indirectly
     make, any payments in connection with the business of the parties to any
     director, officer, official, employee or shareholder of any governmental or
     private

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                                    Page 23
<PAGE>

     customer, or prospective customer, or of any political party, or to such
     party's family, or that are otherwise illegal under applicable law.

Distributor understands and agrees that Airspan will comply with any legal
provision requiring disclosure of, or request from a government or governmental
or private customer to disclose, by affidavit or otherwise, the identity of
payments made or to be made to Distributor.

     21.3  Neither party may assign this Agreement or subcontract its
obligations under this Agreement to another party without the other party's
prior, written consent executed by a duly authorized officer.  The parties agree
that if said assignment is to a subsidiary or affiliate organization, said
consent to assignment will not be unreasonably withheld.

     21.4 This Agreement shall be construed in accordance with and governed by
the laws of the State of South Dakota.

     21.5  Any dispute, controversy or claim between the parties arising out
of, or in connection with, this Agreement, or the breach, termination or
validity thereof will be resolved by mutual agreement of the parties, provided
that this shall not limit the ability of the parties to seek temporary or
interim injunctive relief in the event of any breach or threatened or impending
breach of the confidentiality provisions of this Agreement.  If any dispute,
controversy, or claim arising out of or relating to this Agreement, or the
breach, termination or validity thereof is unable to be resolved by mutual
agreement of the parties, each of the parties hereby (i) agrees that any action,
suit or proceeding with respect to this Agreement against it or its properties
or revenues must be brought exclusively in the federal and state courts siting
in Minneapolis, MN, and (ii) irrevocably submits to the exclusive jurisdiction
of any such court and any appellate court from any order or judgment thereof in
any such action, suit or proceeding.  The parties hereby irrevocably agree that
all claims in respect of such action, suit or proceeding may be heard and
determined in such courts. The parties hereby irrevocably waive, to the fullest
extent they may effectively do so, the defense of an inconvenient forum to the
maintenance of such action, suit or proceeding.  The parties agree that a final
judgment in any such action, suit, or proceeding will be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.

     21.6  The parties' failure to enforce at any time any of the provisions
of this Agreement or any right with respect thereto, or to exercise any option
herein provided shall in no way be construed to be a waiver of such provision,
rights, or options, or in any way to affect the validity of this Agreement.  The
parties' exercise of any of their rights hereunder or of any options hereunder
under the terms or covenants herein shall not preclude or prejudice the parties
from thereafter exercising the same or any right


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                                    Page 24
<PAGE>

which they may have under this Agreement, irrespective of any previous action or
proceeding taken by either party hereunder.

     21.7  In the advertising and sale of Airspan products, Distributor will
utilize Airspan's regular trade names and trademarks only as permitted or
directed by Airspan, will not make or permit alteration or removal of any tags,
labels, or other identifying marks placed by Airspan on its products, and will
not use the name "Airspan Communications Corporation" or abbreviations thereof
in Distributor's corporate titles or in any other way which might result in
confusion as to Airspan and Distributor being separate and distinct entities.
Distributor will not register any Airspan trademark.

     21.8  This Agreement shall be binding upon the parties, their heirs,
successors in interest and permitted assigns.

     21.9  This Agreement and any attachment hereto shall be modified only by
an instrument in writing and signed by duly-authorized officers or agents of the
parties.

     21.10  All notices, requests, consents, and other communications
hereunder must be in writing and will be deemed to have been properly given when
actually received by the party to whom sent, at the following addresses:



     To:  Airspan                    To: Distributor

     Airspan Networks Inc.           GLS LLC
     777 108 Th. Avenue NE           501 Fourth Street
     Suite 1895                      PO Box 67
     Bellevue, Washington            Sergeant Bluff, IA
     98004                           51054
     Attn:  Peter Stanway            Attn: Jon Winkel
     Contracts Manager
     Fax No. 919-319-0106


     21.11  The provisions of this Agreement are severable, and if any
provision is held invalid or unenforceable in whole or in part in any
jurisdiction, then such invalidity or unenforceability will affect only such
provision or part thereof in such

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                                    Page 25
<PAGE>

jurisdiction, and will not in any manner affect the provision in any other
jurisdiction, or any other provision in this Agreement in any other
jurisdiction.



     21.12  Distributor agrees not to publish any press releases or otherwise
publicize the existence, or any of the terms, of this Agreement without the
prior written consent of Airspan, such consent not unreasonably to be withheld
or delayed.

22.  This document constitutes the entire agreement between the parties with
respect to the subject matter hereof, and supersedes all previous
communications, representations, understandings, and agreements, either oral or
written, between the parties or any official or Distributor thereof with respect
to the subject matter hereof.



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                                    Page 26
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the Effective Date, such parties acting by their officers,
being thereunto duly authorized.


Airspan Networks Inc.                GLS LLC


By:  _______________________________   By:  ______________________________

Name: ______________________________   Name: _____________________________

Title: ______________________________  Title: ____________________________

                                    Page 27
<PAGE>


                                  SCHEDULE I
                                  ----------

                               "Airspan Products"
                               ------------------

<PAGE>


[AIRSPAN LOGO APPEARS HERE]



                              WIRELESS FIXED ACCESS


                               System Description










                              AIRSPAN NETWORKS INC.

                          Cambridge House . Oxford Road
                       Uxbridge . Middlesex . UB8 1UN U.K.

                        Telephone:   +44 (0) 1895 467 100
                              Fax:   +44 (0) 1895 467 101

                            Email:   marketing@airspan.com
                          Website:   http://www.airspan.com

<PAGE>


This is the unpublished work, the copyright of which vests in Airspan Networks
Inc. (Airspan). All Rights Reserved/(C)/. The information contained herein is
the property of Airspan Networks Inc. and is supplied without liability for
errors or omissions. No part may be reproduced or used except by contract or
other permission. The copyright and the foregoing restriction on reproduction
and use extend to all media in which the information may be embodied.

Date:     March 2000
Version:  1.7

<PAGE>

<TABLE>
<S>                                                                                         <C>
1    Executive Summary.....................................................................  5

2    Wireless Fixed Access.................................................................  7
   2.1    System Overview..................................................................  7
   2.2    Conformance to Standards.........................................................  8
   2.3    System Interfaces................................................................  9
     2.3.1     The Central Office / Exchange Interface (Voice & ISDN services).............  9
     2.3.2     The Operator Interfaces (TCP/IP networks)................................... 11
     2.3.3     The Operator Interfaces (Leased line data networks)......................... 11
     2.3.4     The Radio (Cell) Site....................................................... 11
     2.3.5     The Subscriber Site......................................................... 11
   2.4    Equipment Overview............................................................... 11
     2.4.1     Subscriber Terminals........................................................ 12
        2.4.1.1     The Subscriber Terminal................................................ 12
     2.4.2     The Central Terminal........................................................ 13
     2.4.3     The Access Concentrator..................................................... 14
   2.5    The Management Systems........................................................... 14

3    System Air Interface.................................................................. 15
   3.1    CDMA Technology.................................................................. 15
   3.2    Air-Interface Structure.......................................................... 16
     3.2.1     Fixed Assignment............................................................ 16
     3.2.2     Demand Assignment........................................................... 17
   3.3    Frequency Ranges Supported....................................................... 18
   3.4    Radio Link Budget................................................................ 19
   3.5    Cell Planning Criteria........................................................... 20

4    Services Supported.................................................................... 21
   4.1    Wireline equivalent POTS services................................................ 21
   4.2    Wireline equivalent Leased line data services.................................... 21
   4.3    Wireline equivalent ISDN services................................................ 21
   4.4    Data Services Support............................................................ 22
   4.5    Access to the Internet........................................................... 23
   4.6    Packet Access capabilities with Airspan's PacketDrive technology................. 23
   4.7    Speech Coding.................................................................... 25
   4.8    System Security.................................................................. 25

5    System Capacity (Demand Assigned Mode)................................................ 26
   5.1    Radio (RF) Channel Capacity...................................................... 26

</TABLE>

<PAGE>

<TABLE>
<S>           <C>                                                                           <C>
     5.1.1     Number of Traffic Channels (TCHs) for isolated cell......................... 26
     5.1.2     Number of TCHs for contiguous cell pattern.................................. 26
     5.1.3     Dynamic frequency allocations............................................... 26
   5.2    Infrastructure Capacity.......................................................... 27
     5.2.1     32kbit/s Telephony.......................................................... 27
     5.2.2     64kbit/s Telephony or Data Service.......................................... 27
   5.3    System Capacity Limits........................................................... 28

6    Equipment Details..................................................................... 29
   6.1    Infrastructure................................................................... 29
     6.1.1     Temperature and humidity limits............................................. 29
   6.2    Power Requirements............................................................... 30
   6.3    Antenna Configurations........................................................... 30
   6.4    Installation and Commissioning................................................... 30
   6.5    Subscriber (ST) Equipment........................................................ 30
     6.5.1     Size........................................................................ 30
     6.5.2     Weight...................................................................... 30
     6.5.3     Power consumption........................................................... 30
     6.5.4     Battery backup.............................................................. 31
     6.5.5     Pay phone Support........................................................... 31
     6.5.6     Ringer loads and drop distances............................................. 31
     6.5.7     ST Antenna characteristics.................................................. 31
     6.5.8     Installation & Commissioning................................................ 31

7    RF and Deployment Planning............................................................ 32

Appendix A. Wireless Local Loop (WLL) background and technology
comparisons.Error! Bookmark not defined.

Appendix B. Vocabulary......................................................Error! Bookmark not defined.

Appendix C. RF channel plans................................................Error! Bookmark not defined.

</TABLE>

<PAGE>

1 EXECUTIVE SUMMARY



This document describes Airspan Networks Inc. (Airspan)'s Wireless Fixed Access
(WFA) systems. These systems meet the requirements of network operators who wish
to offer copper-equivalent services via radio.

Airspan's systems were created to:

 .    Support a complete range of telecommunication services including telephony,
     Group 3 and Group 4 facsimile, payphone, data modems, high-speed leased
     line data, Internet Access and basic rate ISDN.

 .    Be economical to deploy in urban, suburban and rural areas.

 .    Have capacity that can be easily expanded as the customer base grows.

 .    Minimise initial capital outlay.

 .    Operate in a Point-to-Multipoint system configuration.

 .    Conform to the ETSI standards EN 301 055 and 301 124 for CDMA Point-to-
     Multipoint systems in the 1-3GHz and 3-11GHz bands.



Airspan's systems are best described as a "flexible access tool" for network
operators to provide a variety of services to their end-user customers.
Significantly, they are able to provide services that are the same quality and
performance as wireline services, by supporting a transparent connection to the
operator's network.  The combination of voice coding at either 64kbit/s PCM or
32kbit/s ADPCM, Bit Error Rates (BER) of better than 1 x 10-6 and low delay
(typically 10ms), ensure that advanced telephony services, including G3
facsimile and high speed data modems (up to 56kbit/s) for Internet applications
are fully supported. They are also the only fixed WLL systems to fully support
basic rate ISDN service in the 2B + D channel format.

The latest enhancement to the AS4000 family is PacketDrive technology.  This
enables high speed data applications to be delivered to customers, so that users
have access to an `always on' internet connection delivering up to 512kbit/s,
together with one or two regular POTS lines for voice communications.

<PAGE>

Airspan's systems support numerous applications within both existing and new
telecommunications networks, and has been deployed in both developed and
developing country environments. For example:

 .    International CLEC operators who want to differentiate their services from
     incumbents by offering hybrid voice and high speed data.

 .    In developing countries to reduce the waiting list for telephony services,
     in residential, business and payphone applications. This enables rapid
     deployment of a low cost / high value telephony infrastructure that
     typically exceeds the quality and performance of existing copper access
     networks.

 .    In developed countries as a "copper alternative", to modernise the access
     networks, reduce operating costs and thus reduce the cost of universal
     service provision.

 .    In both developed and developing countries to provide a "local loop
     bypass", allowing a new operator to provide wireless based services at a
     quality normally only available with wireline networks. Additionally the
     system is cost effective and quick to deploy compared with traditional
     copper access networks.

 .    In leased line and ISDN data-only networks for operators with data-only
     licenses.

 .    In private networks to provide a range of telephony and leased line data
     services supported by transmission rates of N x 64kbit/s (N = 1 to 6).

<PAGE>

2  WIRELESS FIXED ACCESS


2.1  SYSTEM OVERVIEW


Airspan's Wireless Fixed Access (WFA) systems are digital point to multipoint
radio access systems providing wireless access for fixed end-users to a
telecommunication operator's network.

AS4000 is specifically designed for Wireless Fixed Access applications.  AS4000
delivers a wide range of services, including telephony, voice-band
facsimile/data, basic rate ISDN, leased line data, and packet-oriented
interfaces for always-on internet connections.  Distances up to 25km can be
covered.  AS4000 is therefore an attractive alternative to traditional copper
"local loops" for the delivery of these services to end-users.  Furthermore it
is a better services platform than pure voice WLL systems or packet-only
configurations.



                          GENERAL SYSTEM ARCHITECTURE


<PAGE>

AS4000 uses point to multipoint microwave radio links between the individual
end-user's premises and the network operator's "local point of presence" as an
alternative to the copper pair "local loop".

The "local point of presence" would typically be the local exchange premises. If
greater flexibility or range is required, the Central Terminal (cell site)
equipment can be remotely located in a suitable building or an environmentally
protected wayside cabinet, and connected to the local exchange via radio, cable
or fibre digital transmission links.

Both Fixed Assigned (FA) and Demand Assigned (DA) modes of bandwidth allocation
between the Central Terminal and Subscriber Terminals are supported.

The range of services supported includes:

 .    Analogue telephony (POTS).

 .    Always-on TCP/IP connections.

 .    Voice-band Group 3 facsimile and data up to 33.6kbit/s (extending to
     56kbit/s where there are digital interfaces between Airspan and the switch
     network).

 .    Payphones, including pulse metering.

 .    CLASS services.

 .    64kbit/s and n x 64kbit/s leased line data services.

 .    Basic rate ISDN (2B + D).

A portfolio of Subscriber Terminals (ST) are available supporting one or more
lines at each end-user location.

2.2  CONFORMANCE TO STANDARDS


Airspan's WFA system architecture is in accordance with the ETSI standards EN
301 055 and 301 124 for Direct Sequence Code Division Multiple Access (DS -
CDMA) Point-to Multipoint digital radio systems as shown below:

<PAGE>

The ETSI standard permits an operator to use systems from different vendors. The
standard addresses:

 .    Interoperability on Radio interface: Spectrum Masks, Spurious Emissions,
     Receiver Specs, Co and Adjacent Channel Interference Performance are
     defined. Reference is made to relevant ITU-R and CEPT standards.

 .    Host Network Interconnection is covered by references to relevant ETSI V5.x
     standards and TMN standards.

 .    Subscriber Services and Interconnection is covered by reference to relevant
     ITU-T standards.

2.3  SYSTEM INTERFACES


Interfaces between the various elements of Airspan's systems are as follows:
2.3.1  THE CENTRAL OFFICE / EXCHANGE INTERFACE (VOICE & ISDN SERVICES)


The interface between the WFA systems and the switch is N x 2Mbit/s G703 / G704
(1 per radio carrier typically 4 per CT).

In the FIXED ASSIGNED mode the following signalling protocols are supported:

<PAGE>

 .    Channel Associated Signalling (CAS). Variants are available to interface
     with switches from Ericsson (AXE), Nortel (DMS-100) and Siemens (EWSD).
     Variants can be made available to interface with other manufacturers
     digital switches that have 2Mbit/s subscriber ports. This protocol also
     supports 2 wire analogue interfaces via channel banks, such as the LS-120.

 .    Common Channel Signalling (CCS). UK DASS2 is available to interface with
     GPT (System X) and Ericsson (AXE) switches. DSS1 signalling to support
     Euro-ISDN is available to interface with Alcatel (S12) and Ericsson (AXE)
     switches. In addition V5.1 is supported.

In the DEMAND ASSIGNED mode the Access Concentrator (AC) provides the primary
network interface which is N x 2Mbit/s, as per ITU recommendation G.703, short
haul 6dB, G.704 and ETSI ETS 300-166.

All signalling is digital using either Channel Associated Signalling (CAS) or
Common Channel Signalling (CCS) protocols. The DA system interfaces to digital
switching systems that have 2Mbit/s subscriber ports.

Support for 2-wire VF interfacing is via external channel bank equipment.

 .    Channel Associated Signalling. Support for timeslot 16 ABCD bit CAS is
     provided. Airspan's management systems allow for flexible configuration of
     the protocol, to interface with switches from various manufacturers.

 .    Common Channel Signalling. V5.1 and V5.2 are supported by the DA system.
     Proprietary protocols such as DASS2 and DSS1 may be supported through
     appropriate software loads.

 .    The V5.1 network interface as specified in ETS 300-324-1 is used for the
     presentation of traffic at a non-concentrated interface. The V5.1 interface
     supports POTS, ISDN and data services.

 .    The V5.2 network interface as specified in ETS 300-347-1 is used for the
     presentation of traffic at a concentrated interface. The V5.2 interface
     supports both POTS and basic rate ISDN services. The AC supports V5.2
     groups of up to 16 E1 links.

 .    The AC supports dedicated data services using 64kbit/s timeslots. Cross-
     connect at the 64 kbit/s level from any input / output port is configurable
     via the management systems.

 .    GR303 and T1 interfaces are also supported

<PAGE>

2.3.2  THE OPERATOR INTERFACES (TCP/IP NETWORKS)


 .    For operators deploying AS4000 with PacketDrive features, the network-side
     interconnect consist of 100bT connections on standard ethernet cable.

 .    This can be flexibly combined with voice and data interfaces 2.3.3 THE
     OPERATOR INTERFACES (LEASED LINE DATA NETWORKS)

 .    Standard G.703 2Mbit/s interfaces are presented to the network.

 .    The allocation of timeslots on the E1 connections can be managed and
     groomed via the cross-connect functions built into the AC.

 .    These interfaces may form part of a combined V5.x presentation, or may be
     presented on separate interfaces as desired. They can also be combined
     flexibly with PacketDrive network interfaces.

2.3.4  THE RADIO (CELL) SITE


The network-side (backhaul) interface to the Central Terminal is up to 4 x
2Mbit/s G703 / G704 interfaces. This is connected to the Access Concentrator or
directly to the Switch. In the DA system this backhaul supports concentrated and
compressed traffic.

2.3.5  THE SUBSCRIBER SITE


This is normally country specific in line with the national customer terminal
interface specification(s), and versions are available that meet most
requirements.

2.4  EQUIPMENT OVERVIEW


Airspan's systems consist of four main network elements:

 .    The Subscriber Terminal (ST) which is located at the end-user's premises.

 .    The Central Terminal (CT) which is located at the radio site or at the
     switch site.

 .    The Access Concentrator (AC) which is normally located at the switch site.
     This is only required for the Demand Assigned version of the system.

 .    The Management system normally consists of AS8100 clients, located at an
     Operator's network management centre, with AS8100 servers distributed
     throughout the network.


<PAGE>

2.4.1  SUBSCRIBER TERMINALS



                            SUBSCRIBER TERMINAL (ST)
                              (EXAMPLE SHOWS ST-R2)

2.4.1.1  THE SUBSCRIBER TERMINAL


The architecture of the ST comprises two principal units.  The outdoor unit
contains a directional antenna and RF front end.  This is small, light and easy
to install.  The remainder of the electronics is contained in a Service
Interface Unit, normally located inside a customer's premises. This is connected
to the outdoor unit by a coax drop cable.  A small 12VDC mains PSU completes the
installation.

<PAGE>

There is a range of STs available, each supporting different services and
numbers of lines.

 .    The ST-R1 and ST-S1 supports one 32kbit/s or 64kbit/s analogue telephony
     line at the end-users premises. Provisioning is by the management system.

 .    The ST-R2 and ST-S2 supports two 32kbit/s or 64kbit/s analogue telephony
     lines at the end-users premises. Provisioning is by the management system.

 .    The ST-P1V2 supports an always-on 10bT Ethernet RJ11 interface for
     connection to the internet, plus two 32kbit/s or 64kbit/s analogue
     telephony lines at the end-users premises. Provisioning is by the
     management system.

 .    The ST-B1 supports a basic rate ISDN, 2B+D (2 x 64kbit/s + 16kbit/s) "S"
     interface, and normally operates in Fixed Assigned mode.

 .    The ST-L128 supports 64kb/s or 128 kb/s clear channel data services via an
     RS530 interface.

 .    A number of MULTI-LINE STS are available, ranging from the ST-N4 4-line
     unit to the ST-M16 for up to 16 analogue POTS lines.

STs are powered from the AC mains supply, with or without backup batteries.

2.4.2  THE CENTRAL TERMINAL


The Central Terminal (CT) is the Base Station. This is deployed in omni or
sectored cell configurations supporting variable numbers of STs per cell. The CT
is a multi-service platform hosting single and dual line telephony, multi-line
telephony, digital data leased lines and ISDN basic rate interfaces. The CT can
operate in two modes, depending on the type of service and traffic levels
supported. Fixed Assignment is used when STs must have a dedicated radio link.
Demand Assignment is utilised when STs can share the available radio resources,
and sustain an "engineered" grade of service.

The CT provides the traffic interface to the network switching, either directly
for Fixed Assigned systems or via the Access Concentrator for Demand Assigned
systems. The CT also provides an interface to the management systems.

<PAGE>

2.4.3  THE ACCESS CONCENTRATOR


The Access Concentrator (AC) is required when the system is operating in "Demand
Assigned" mode to de-multiplex the traffic concentrated on the air-interface for
presentation to the network switching equipment. Also in system versions using
32kbit/s compression the decompression to 64kbit/s is performed within the AC.

2.5  THE MANAGEMENT SYSTEMS


Airspan's Management systems monitor, test and configure the WFA systems:

 .    STMON: a standalone "CRAFT terminal" for installation, operation and
     maintenance of the subscriber terminals.

 .    AS8100 Sitespan Manager: a scaleable, distributed PC based management
     system, that can be used for commissioning or full-scale management,
     including integration with an operator's OSS system.



For Demand Assigned systems, interfaces for connection to the management system
are supported as follows:

 .    AC: 2 x RS232, 9600 baud

 .    AC: 2 x Ethernet, optional

 .    CT modem shelf: 2 x RS232, 9600 baud

 .    CT modem shelf: 1 x Ethernet, optional

 .    CT modem shelf: embedded within E1, backhauled to the AC.

Management communications routing is flexible. The AC supports consolidation of
management communications from dependent CT equipments to provide a single
management interface.

<PAGE>


3  SYSTEM AIR INTERFACE


3.1  CDMA TECHNOLOGY


Airspan's systems use a radio air-interface, specifically designed for Wireless
Fixed Access to provide high quality, and low delay bearers for telephony, data
and ISDN services

The systems use Direct Sequence Spread Spectrum Code Division Multiple Access
(DS-CDMA) on the air-interface between the CT and STs, allowing multiple radio
links to share the same RF channel. A set of specialised codes is used which are
shared between the ST and its corresponding modem in the CT.

There are two stages to the CDMA modulation / demodulation process. Firstly
direct sequence spreading is performed on each individual radio link by a
pseudo-random noise (PN) code. Then multiple access, where multiple links share
the same RF channel, is achieved by using a set of orthogonal Rademacher - Walsh
(RW) codes. The PN and RW codes are combined into a unique and shared composite
code used to modulate and demodulate each radio link.

Airspan's systems implement a version of CDMA optimised for fixed access. This
is significantly different from other commercial CDMA implementations, such as
IS-95, which are optimised for mobile cellular and PCS applications.

The following table demonstrates the difference in implementation and
performance between the two systems:


<TABLE>
<CAPTION>
                                                 Cellular (IS-95)                   Fixed (Airspan)
                                          --------------------------------  -------------------------------
<S>                                             <C>                             <C>
Application                                             PCS                      Wireless Fixed Access
----------------------------------------------------------------------------------------------------------
Frequency of operation                          8-900,1800-1900 MHz                   1.3-3.6GHz
----------------------------------------------------------------------------------------------------------
RF Channels (BW)                                      1.23MHz                           3.5MHz
----------------------------------------------------------------------------------------------------------
Channel Bit Rate                                     9.6kbit/s                       To 144kbit/s
----------------------------------------------------------------------------------------------------------
Processing Gain                                        21 dB                            12-24dB
----------------------------------------------------------------------------------------------------------
Processing Delay                                  greater than 20ms                 less than 1ms
----------------------------------------------------------------------------------------------------------
FEC                                                     1/3                              1/2
----------------------------------------------------------------------------------------------------------
Code Structure                                    Quasi Orthogonal                   Orthogonal
----------------------------------------------------------------------------------------------------------
Receiver Type                                          Rake                           Coherent
----------------------------------------------------------------------------------------------------------
RF Synchronised                                         No                               Yes
----------------------------------------------------------------------------------------------------------
Synchronised Base Stations Required                    Yes                                No
----------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


3.2    AIR-INTERFACE STRUCTURE

The system's Radio Interface structure supports both "Fixed" and "Demand"
assigned modes for allocation of radio capacity to users. The air-interface
protocol and structure is compatible between both assignment types.  The basic
structure of the interface is shown below:




                         System Air-Interface Structure


Depending on the service applications and traffic levels to be supported, this
structure is used in two different ways:

3.2.1  FIXED ASSIGNMENT


The "Fixed Assigned" mode makes a permanent allocation of a radio link,
operating within a RF channel to a subscriber terminal. Each link provides 32,
64, 128 or 144kbit/s of user payload together with OAM. In telephony
applications where the subscriber is "on-hook" the ST will use "rate switching",
reducing the link bandwidth to 10kbit/s, and hence decreasing the level of
Access Noise on the RF channel.

<PAGE>


                     FIXED ASSIGNED AIR-INTERFACE STRUCTURE

3.2.2  DEMAND ASSIGNMENT


The "Demand Assigned" Radio interface makes a temporary call by call assignment
of channels, to Subscriber Terminals in residential telephony applications,
where the per line traffic allows the provision of Graded Service. The radio
interface differs in that links are allocated as either Traffic, or Control
channels.



                    DEMAND ASSIGNED AIR-INTERFACE STRUCTURE

<PAGE>


Within each RF Channel a pool of traffic channels (TCH) supports a mix of 32,
64, and 144kbit/s services. Pool management is dynamic so that channels may be
made available as 32, 64, and 144kbit/s on demand. The size of the traffic pool
is automatically and dynamically sized based on radio interface performance and
the grade of service requirements thus controlling the level of Access Noise.
The pool can be extended if the interference level permits, or reduced if access
noise is too great. The DA access protocol can also support one or more priority
channels which allow guaranteed access for emergency calls. The channels
allocated to traffic are pooled and configured as either 10-13 x 144kbit/s, 20-
26 x 64kbit/s, or 40-52 x 32kbit/s. Two links are reserved for OAM and Call
Control.

Each link operates using a master RW code to provide a 160kbit/s channel. These
links are then sub-divided using 2nd level RW codes that allow the construction
of 2 x 80kbit/s or 4 x 40kbit/s smaller granularity links, while maintaining the
same Spectral Density. Hence TCHs are composed of 160kbit/s, 80kbit/s or 40
kbit/s links.

STs maintain communication with CT via the Call Control link, using an
"Ethernet" like protocol. All STs are continually polled, and receive regular
downloads of available TCHs and their channelisation (i.e. 144kbit/s, 64kbit/s
or 32kbit/s).

STs track available TCHs to permit "fast acquisition". When a user's line goes
"off-hook", STs request allocation of a TCH from the available pool.  The CT
instructs STs to "seize" a particular TCH, if access noise permits. Traffic
engineering is via the management system, which allows the following parameters
to be programmed:

     .    Minimum / maximum number of traffic channels

     .    Number of access channels

     .    Demand access protocol type

     .    BER grade of service threshold

     .    Call blocking threshold

     .    Number of priority channels

3.3  FREQUENCY RANGES SUPPORTED


Airspan's systems operate in various frequency ranges within the PCS, ITU-R and
ETSI 2GHz and 3GHz frequency ranges. The specific channel plans available (see
Appendix B) operate in frequency bands at:

     .    1.8 - 1.9GHz, for deployments in the PS A-Band with 80MHz duplex
          spacing

     .    2.0- 2.3GHz, in accordance with CEPT/ERC/Rec. 13-01E, Annex C, with
          175MHz duplex spacing

     .    2.3 - 2.5GHz, in accordance with ITU-R 746, with 94MHz duplex spacing

     .    3.6GHz, in accordance with CEPT/ERC/Rec. 14-03E (Turku 1996), with
          100MHz duplex spacing

<PAGE>


The systems operate in licensed spectrum, normally co-ordinated with other users
by the licensing authority. Coexistence with other systems is in-line with ETS
301 055 and 301 124.

3.4  RADIO LINK BUDGET


Airspan's systems operate in rural, suburban and urban areas in either omni-cell
or sectored cell configurations.

System performance is governed by the link loss relative to available Link
Budget.  Therefore for shorter links Line Of Sight (LOS) propagation is not
necessarily required and Near Line Of Sight (NLOS) links operate satisfactorily.

The system range is dependent on the location and ground height of the CT sites
and tower heights, relative to the ST locations and the environment in which the
system is operating. Ref. 5.5.


<TABLE>
<CAPTION>

                                                         --------------------------------------------
FREQUENCY:                                                1.8-1.9      2.0-2.5      3.4-3.6  GHz
-----------------------------------------------------------------------------------------------------
<S>                                                   <C>          <C>          <C>          <C>
UPLINK
-----------------------------------------------------------------------------------------------------
  ST PA output power                                        +21.0        +18.0        +18.0  dBm
-----------------------------------------------------------------------------------------------------
  ST Cable and connector loss                                -0.5         -0.5         -0.5  dB
-----------------------------------------------------------------------------------------------------
  ST antenna gain                                            10.5         11.5         13.5  dBi
-----------------------------------------------------------------------------------------------------
  ST effective radiated power (a), per link                  31.0         29.0         31.0  dBm
-----------------------------------------------------------------------------------------------------
  CT antenna gain (b), Omni                                10.5 +       10.5 +       10.5 +  dBi
-----------------------------------------------------------------------------------------------------
  CT Cable and connector loss (d), 50m                       -3.5         -3.5         -5.0  dB
-----------------------------------------------------------------------------------------------------
  CT Receiver sensitivity for 10-7 BER (e)                  -98.0        -98.0        -98.0  dBm
-----------------------------------------------------------------------------------------------------
  Maximum path loss (j=a+b-d-e)                             136.0        134.0        134.5  dB
-----------------------------------------------------------------------------------------------------
  Fade Margin for 99% Link availability                      4-10         4-10         4-10  dB
-----------------------------------------------------------------------------------------------------
DOWNLINK
-----------------------------------------------------------------------------------------------------
  CT PA output power, per link                               21.0        +21.0        +18.0  dBm
-----------------------------------------------------------------------------------------------------
  CT Cable and connector loss, 50m length                    -3.5         -3.5         -5.0  dB
-----------------------------------------------------------------------------------------------------
  CT antenna gain, Omni                                    10.5 +       10.5 +       10.5 +  dBi
-----------------------------------------------------------------------------------------------------
  CT effective radiated power, Per Link (a)                  28.0         28.0         23.5  dBm
-----------------------------------------------------------------------------------------------------
  ST antenna gain (b)                                        10.5         11.5         13.5  dBi
-----------------------------------------------------------------------------------------------------
  ST Cable and connector loss (d)                            -0.5          0.5          0.5  dB
-----------------------------------------------------------------------------------------------------
  ST Receiver sensitivity for 10-7 BER (e)                  -98.0        -98.0        -98.0  dBm
-----------------------------------------------------------------------------------------------------
  Maximum path loss (j=a+b+d-e)                             136.0        137.0        134.5  dB
-----------------------------------------------------------------------------------------------------
  Fade margin for 99% Link availability                      4-10         4-10         4-10  dB
-----------------------------------------------------------------------------------------------------
</TABLE>

  + Note: the CT antenna gain increases to 17dB for a 65(degrees) directional
    antenna

<PAGE>


3.5  CELL PLANNING CRITERIA


Airspan's portfolio includes AS8100 AirPlan, an RF coverage prediction tool
which is used to optimise CT site locations for area coverage. See section 9.

The system range depends on the propagation conditions, which are a function of
the environment in which the system is deployed:

 .    In a Rural environment 2nd order propagation is assured, giving a range of
     typically 8 - 15km. Line density is typically 1 - 10 per km2.

 .    In a Sub-urban environment 3rd order propagation is assured, giving a range
     of typically 5 - 8km. Line density is typically 10 - 100 per km2.

 .    In an Urban environment 4th order propagation is assured, giving a range of
     typically 3 - 5km. Line density is typically 100 - 500 per km2.

Typical planning parameters used are as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
Propagation prediction model                      See comments below
-------------------------------------------------------------------------------
<S>                                               <C>
Link Availability %                               99%
-------------------------------------------------------------------------------
Required C/I for frequency allocation             8.0dB
-------------------------------------------------------------------------------
Frequency reuse for maximum load                  N = 3
-------------------------------------------------------------------------------
Minimum RF spacing, one sector                    Adjacent plus One - 7MHz
-------------------------------------------------------------------------------
Minimum RF spacing, one site                      Adjacent - 3.5MHz
-------------------------------------------------------------------------------
Guard band requirements                           Per CEPT / ITU channel plan
-------------------------------------------------------------------------------
</TABLE>


The system adheres to the typical microwave propagation model, i.e. for rural
areas:
Path Loss = 32.44 + 20Log D + 20Log F, assuming 0.6 FZC is achieved.

Testing has shown that the impact of an obstruction on the system closely
mirrors theoretical work on propagation modelling by ITU-R (CCIR) for microwave
point-to-point systems in the 2 & 4GHz bands.

The model that best describes the effect of grazing on the radio path is a
derivative from a "multiple knife edge diffraction" model. The basic work on
this model was done by Bullington in 1947, and was finally refined by Deygout in
1966, when it appeared in CCIR Report 715. This methodology is an extension of a
single knife edge diffraction calculation.

In 1971 ASIS showed how this approach could be extended using "multiple rounded
obstacles", in place of multiple knife edges. This is the basis for the
Airspan's propagation model. The technique employed to calculate these type of
losses is defined in CCIR Rec. 526-2, and involves representing the path as a
series of  "cascaded cylinders".


<PAGE>


4  SERVICES SUPPORTED


4.1  WIRELINE EQUIVALENT POTS SERVICES


The following services are supported:

 .    TELEPHONY, including the in-band support for G3 facsimile and data modems
     operating at up to 56kbit/s.

 .    CLASS services as supported by the Local Switch.

4.2  WIRELINE EQUIVALENT LEASED LINE DATA SERVICES


 .    LEASED LINE data services supporting currently 1 x 128kbit/s or 2 x
     64kbit/s per ST. Future enhancement to 8 x 64kbit/s are planned.

4.3  WIRELINE EQUIVALENT ISDN SERVICES


 .    BASIC RATE ISDN. All ISDN implementations fully support:
     ETS 300 011 / 012
     ETS 300 125 - Basic Call Layer 2 Data Link Layer I.440 & I.441 -  Q.921
     ETS 300 102 - Basic Call Layer 3 (Q.931)

  Interfaces are generally defined by the ITU-T (CCITT) recommendations: I.420
  (for Basic Rate) and I.421 for Primary Rate.

  Specification for Bearer Services is based on ITU-T recommendations I.230 and
  I.231.

     ETS 300 108  Circuit Mode Bearer Service 64kbit/s unrestricted 8kHz
               structured
     ETS 300 110  Circuit Mode Bearer Service 64kbit/s 8kHz structured for
               3.1kHz audio

  Specifications for Basic Teleservices are:

     I.240  Definition of Teleservices (Blue Book)
     I.241  Teleservices supported by an ISDN. Telephony Part 1, Telefax 4 Part
            3, Mixed Mode Part 4

<PAGE>


     ETS 300 111  Circuit Mode Teleservice Telephony 3.1kHz
     ETS 300 120  Circuit Mode Telefax Group 4
     ETS 300 263  Telephony 7 kHz
     ETS 300 264  Video Telephony

  The systems also support the following ISDN Supplementary Services:
     ETS 300 092  Calling Line Identification Presentation (CLIP)
     ETS 300 093  Calling Line Identification Restriction (CLIR)
     ETS 300 064  Direct Dialling In (DDI)
     ETS 300 052  Multiple Subscriber Number (MSN)
     ETS 300 055  Terminal Portability (TP)
     ETS 300 061  Sub Addressing (SUB)
     ETS 300 027  Call Forwarding Unconditional (CFU)
     ETS 300 058  Call Waiting (CW)
     ETS 300 141  Call Hold (HOLD)
     ETS 300 138  Closed User Group (CUG)
     ETS 300 138  Advice of Charge at end of Call (AOC-E)

  Fixed Assigned Radio Interfaces are fully service transparent:

  .    Full support for D-channel Services, including D-Channel Packet Access

  .    Support for ISDN services is dependent on the network interface
       passing the services transparently. Euro-ISDN and V5.x network
       interfaces provide fully transparent connections.

  D-Channel Packet Access Specifications supported include:
     ETS 300 007  Support of packet-mode terminal equipment by an ISDN
     ETS 300 048  ISDN Packet Mode Bearer Services (PMBS) ISDN Virtual Call (VC)
                  and Permanent Virtual Call (PVC)
     ETS 300 049  ISDN Packet Mode Bearer Services (PMBS) ISDN Virtual Call (VC)
                  and Permanent Virtual Call (PVC)
     ETS 300 099  Specification of the Packet Handler Access Point Interface
                  (PHI)

  In addition the following D-channel based Supplementary Services are
  supported.

     ETS 300 286  User to User Signalling (UUS)

4.4  DATA SERVICES SUPPORT


 .    A range of STs are available (R,S,N,M-series STs) that provide full support
     for DATA SERVICES OVER ANALOGUE POTS lines:

<PAGE>


     .    Data rates: Up to 56kbit/s in the voice band using the 64kbit/s codec,
          and 9.6kbit/s using the 32kbit/s ADPCM codec.

     .    Bit error rates: Typically better than 1 x 10-6.

     .    Transmission delays: One way system delays are below 10ms, having a
          minimal impact on data applications.

 .    A range of STs are available (B-series STs) that provide full support for
     data services over ISDN lines

 .    A range of STs are available (L-series STs) that provide full support for
     LEASED LINE Data services

 .    A range of STs are available (P-series STs) that provide full support for
     PACKET DATA SERVICES - see below

4.5  ACCESS TO THE INTERNET


The following options are currently supported by the system:

 .    Use of in-band data modem on a circuit switched basis

 .    Use of ISDN on a circuit switched basis

 .    Use of leased lines on a dedicated basis

4.6  PACKET ACCESS CAPABILITIES WITH AIRSPAN'S PACKETDRIVE TECHNOLOGY


PacketDrive technology is a seamless extension of Airspan's AS4000 system.  With
PacketDrive enhancements, service providers can deploy complete, wireless
Internet access services in addition to their circuit-based services

PacketDrive terminals can be added incrementally to an AS4000-based network by
employing Airspan's existing CDMA air interface, with no changes at the Central
Terminal base-station. This innovation thereby permits smooth network evolution
for existing and new Airspan-based network operators.

PacketDrive permits users to enjoy high speed Internet access, at up 512 kb/s
download speeds, together with complementary voice services. The PacketDrive
terminal provides an Ethernet port for connection to a user's computer and up to
2 voice ports.

Sophisticated Quality of Service measures are provided by the AS8100 PacketDrive
enhanced management system, which allows bandwidth to be carefully controlled
and optimally allocated. Detailed service statistics are available for tariffing
purposes.

<PAGE>


 .    Residential Internet access is mostly asymmetric, with downstream traffic
     typically 10 times upstream rate. The system has greater capacity on the
     CDMA downlink than on CDMA uplink.

 .    The STs operate at up to 512kbit/s. STs can receive data on multiple RW
     links, making the potential bandwidth of any digital service up to
     512kbit/s downstream and up to 128kbit/s upstream.

 .    In this application the system is "end-to-end digital" - removing analogue
     A/D and offering improved performance compared with copper/voice band modem
     solutions.

 .    The system has error protection facilities that can ensure high quality
     data delivery.

 .    The system has built-in HDLC and TCP/IP facilities that enable the system
     to support packet data access.



                            WIRELESS INTERNET ACCESS

<PAGE>

4.7  SPEECH CODING


The system is based on either 64kbit/s PCM, to support full wireline equivalent
services or 32kbit/s ADPCM for those applications where higher line density and
quasi-wireline services are required.

4.8  SYSTEM SECURITY


ST authentication is carried out on a per call basis. Authentication uses
encryption techniques to prevent an authentication response from being decoded
and mimicked. An authentication request is issued by the CT equipment, which
transmits a random code to the ST. The ST response is formed by non-linearly
combining the random code with a known key. The key used for authentication
comprises a static portion based on an unalterable electronic serial number
(ESN) and a dynamic portion, which is updated following each authentication.
Full authentication is delayed until the time critical phase of call set-up has
been completed.

Authentication failure causes an alarm to be generated. Service blocking on
authentication failure is configurable via the management system.

The ST serial number contains a portion which is unique and unalterable, i.e.
not held in a memory that could be altered or duplicated.  This portion of the
serial number is 32-bits in size.
<PAGE>

5  SYSTEM CAPACITY (DEMAND ASSIGNED MODE)


5.1  RADIO (RF) CHANNEL CAPACITY


The capacity calculations shown below are for a single (3.5+3.5MHz) RF channel
operating in a single Omni-cell or cell sector.
5.1.1  NUMBER OF TRAFFIC CHANNELS (TCHS) FOR ISOLATED CELL

                                144kbit/s         64kbit/s     32kbit/s
                            -----------------------------------------------

Omni-directional cell             13                26            52
Three sector cell                 39                78           156

5.1.2                       NUMBER OF TCHS FOR CONTIGUOUS CELL PATTERN

                                144kbit/s         64kbit/s     32kbit/s
                            -----------------------------------------------

Omni-directional cell             10                20           40
Three sector cell                 30                60          120


5.1.3  DYNAMIC FREQUENCY ALLOCATIONS


Where multiple RF channels are supported from a single CT equipment, then STs
will be offered service from all RF channels to support:

 .    Fault tolerance: should a CT modem shelf fail, an ST may automatically
     switch to an alternative frequency for service for the duration of outage

 .    Increased trunking efficiency of the air-interface

 .    Traffic load balancing: An ST may be moved through manual intervention
     using the management system in order to balance traffic load across
     multiple CTs

 .    Frequency diversity: An ST may be moved through manual intervention using
     the management system in order to improve radio link performance

<PAGE>

At provisioning, an ST will be allocated a 'home' CT shelf (RF Channel) through
which all usual management communications may be directed.  The ST will be
notified of other potential RF channels via management communications.


5.2    INFRASTRUCTURE CAPACITY

The following models show typical infrastructure line capacity as a function of:

 .    RF Spectrum allocation

 .    Isolated Cell [1] or Contiguous [2] deployment

 .    Various per line traffic levels, based on 1% GOS (Erlang B)

5.2.1  32KBIT/S TELEPHONY


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
Spectrum Allocated:            10.5 + 10.5 MHz              21 + 21 MHz               42 + 42 MHz
                               ----------------             -----------               -----------
---------------------------------------------------------------------------------------------------------
       Cell Configuration         3 - Sector                3 - Sector                 3 - Sector
---------------------------------------------------------------------------------------------------------
<S>                        <C>                 <C>                        <C>
#RF / Sector                             1                          2                          4
---------------------------------------------------------------------------------------------------------
#RF / Cell                               3                          6                         12
---------------------------------------------------------------------------------------------------------
                                  [1]  [2]                   [1]  [2]                   [1]  [2]
---------------------------------------------------------------------------------------------------------
TCH / Sector                        52  40                  104    80                   208  160
---------------------------------------------------------------------------------------------------------
Erls. / Sector (1%Gos)              40  29                   80    58                   160  116
---------------------------------------------------------------------------------------------------------
Erls. / Cell                       120  87                   240  174                   480  348
---------------------------------------------------------------------------------------------------------
</TABLE>

Lines per cell / Traffic (mE)
<TABLE>
<S>                        <C>              <C>                        <C>
                                  [1]  [2]                   [1]  [2]                [1]     [2]
---------------------------------------------------------------------------------------------------------
40 mE                         3,000  2,175               6,000  4,350           12,000     8,700
---------------------------------------------------------------------------------------------------------
75 mE                         1,600  1,160               3,200  2,320          6,400       4,640
---------------------------------------------------------------------------------------------------------

100 mE                        1,200    870               2,400  1,740          4,800       3,480
</TABLE>
5.2.2  64KBIT/S TELEPHONY OR DATA SERVICE
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
Spectrum Allocated:            10.5 + 10.5 MHz              21 + 21 MHz                42 + 42 MHz
                               ---------------              -----------                -----------
---------------------------------------------------------------------------------------------------------
       Cell Configuration         3 - Sector                3 - Sector                 3 - Sector
---------------------------------------------------------------------------------------------------------
<S>                        <C>                       <C>                        <C>
#RF / Sector                         1                          2                          4
---------------------------------------------------------------------------------------------------------
#RF / Cell                           3                          6                         12
---------------------------------------------------------------------------------------------------------
                              [1]  [2]                   [1]  [2]                   [1]  [2]
---------------------------------------------------------------------------------------------------------
TCH / Sector                    26  20                     52  40                  104    80
---------------------------------------------------------------------------------------------------------
Erls. / Sector  (1%Gos)         17  12                     34  24                   68    48
---------------------------------------------------------------------------------------------------------
Erls. / Cell                    51  36                    102  72                   204  144
---------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

Lines per cell / Traffic (mE)
<TABLE>
<S>                        <C>                       <C>                        <C>
                              [1]  [2]                   [1]  [2]                   [1]  [2]
---------------------------------------------------------------------------------------------------------
40 mE                       1,275  900               2,550  1,800               5,100  3,600
---------------------------------------------------------------------------------------------------------
75 mE                         680  480                 1,360  960               2,720  1,920
---------------------------------------------------------------------------------------------------------
100 mE                        510  360               1,020    720               2,040  1,440
---------------------------------------------------------------------------------------------------------
</TABLE>


5.3    SYSTEM CAPACITY LIMITS

 .    Up to 2048 Subscriber Terminals (STs) per RF channel.

 .    Up to 4 RF channels per Central Terminal (CT). Supported by up to 4 x
     2Mbit/s links to the host Access concentrator (AC).

 .    Up to 12 RF channels provisioned in 3 Central Terminals per Cell site.
     Supported by up to 12 x 2Mbit/s links to the host Access Concentrator (AC).

 .    The AC supports up to 64x2Mbit/s links to the Switch, for each group of 4 x
     2Mbit/s links to the CT.

<PAGE>

6  EQUIPMENT DETAILS


6.1  INFRASTRUCTURE


All internal CT and AC system components are be packaged so that they fit into
an ETSI style equipment practice, 2200mm x 600 mm x 300mm.

The mechanical design is modular and does not preclude the co-location of CT RF
/ modem shelves and AC shelves.

Up to 4 RF channels (CT modem shelves) share a single RF combiner shelf. There
is no forced air-cooling.

Smaller configurations of CTs are also available for custom applications



6.1.1  TEMPERATURE AND HUMIDITY LIMITS


-5 to +45 deg. C. 95% relative humidity.

<PAGE>

6.2  POWER REQUIREMENTS


Supply voltages:  -21.8 to -70VDC. -48VDC nom.

Consumption:      AC Shelf (68 E1 ports):    140W
                  CTRF Combiner (4RF):       300W
                  CT Modem Shelf:            120W  (Up to 4 per CT)

6.3  ANTENNA CONFIGURATIONS


 .    Omni antenna assembly

 .    Directional antenna assembly (65deg.)

 .    Directional antenna assembly (120deg.)

Typical height of the antenna tower employed is 15m.

The antenna interface is N-type connector, 50 ohm. Provision is made for
earthing the RF feeder to the top of the tower and at the building entry point.

6.4  INSTALLATION AND COMMISSIONING


Up to 5 man-days per CT including rigging of antenna system on an existing
tower.

6.5  SUBSCRIBER (ST) EQUIPMENT

6.5.1  SIZE


          External Antenna        200 x 200 x 20mm
          Internal ST (ST-R)      280 x 190 x 35mm

6.5.2  WEIGHT


          Internal SIU:           0.7kg

6.5.3  POWER CONSUMPTION


          Internal SIU+Antenna:   6W

<PAGE>

6.5.4  BATTERY BACKUP


24V battery backup is typically 4 hours, using standard rechargeable batteries.
Charge time is 10 hours. This can be extended by the use of external batteries.
Optional solutions are available to extend to 24 hours.

6.5.5  PAY PHONE SUPPORT


Subscriber terminals support 12kHz or 16kHz  subscriber pulse metering SPM and
polarity reversals.

6.5.6  RINGER LOADS AND DROP DISTANCES

          Ringer load:              REN = 3
          VF Drop length:           500m max (cable quality dependent)

6.5.7  ST ANTENNA CHARACTERISTICS

A common high gain external directional antenna is used for all ST types.

          Gain                      10dBi to 17dBi
          3dB HHPBW                 + 80
          3dB VHPBW                 + 150
          Front to back ratio       20dB
          Return loss               14dB

6.5.8  INSTALLATION & COMMISSIONING


Approximately 1 hours per ST with suitably trained installation engineers.

<PAGE>


7  RF AND DEPLOYMENT PLANNING


The use of radio to replace the traditional use of copper in the access network
requires modifications to an operator's normal deployment planning process, with
emphasis on radio coverage and frequency planning aspects.

As an aid to this planning process a fully equipped RF planning tool, called
AirPlan(TM), including all necessary hardware and software can be supplied. The
AirPlan(TM) tool maps end-users to cell-sites based on the anticipated traffic
levels.

Thorough implementation of the RF planning process will provide an operator with
a high degree of confidence that satisfactory radio coverage can be achieved at
the desired ST locations from a given CT, or set of CT locations. Due to the
nature of radio propagation trees or other buildings in the vicinity of a
particular end-user location may affect the signal level at that location.
Therefore, the planning process cannot guarantee the viability of an end-user
connection, and certain local checks are required prior to the installation of
an ST on an end-user's building.

<PAGE>

                                  SCHEDULE II
                                  -----------

                                   Territory
                                   ---------

Iowa, Nebraska, North Dakota, South Dakota and Minnesota

-------------------------------End of Schedule II ------------------------------

<PAGE>


                                 Schedule III
                                 ------------

                               Spares Inventory
                               ----------------

1.     Recommended Spares Quantities


The following are Airspan recommended standard quantities for spares that should
be stocked by the Distributor. The quantities may be varied at the Distributor's
discretion. For example, for a widely dispersed network, it may be appropriate
to increase to quantities to support a number of spares sets held at regional
centers. Airspan may, from time to time, vary the recommended standard
quantities of spares and will notify the Distributor in writing of any such
changes.

1.27   Subscriber Terminal (ST) spares


Two percent (2%) of the deployed number of each type of ST, with a minimum
quantity of one (1) for each type deployed. The following table shows an example
of this:

<TABLE>
<CAPTION>

                                        Item                                            Deployed    Spare Qty
                                                                                           Qty
<S>                                                                                    <C>          <C>
ST                                                                                                          2%
-------------------------------------------------------------------------------------------------------------
R1 1-line 64k & 32k POTS internal plastic Subs Terminal, Ext Antenna,                         5000        100
PSU, batteries and cable
-------------------------------------------------------------------------------------------------------------
N4 4-line 32k POTS modular unit, Antenna, Cable and PSU (no batt)                              100          2
-------------------------------------------------------------------------------------------------------------
L128 128kbps internal Subs Terminal, Ext Antenna, PSU and cable                                  5          1
-------------------------------------------------------------------------------------------------------------
</TABLE>

1.28   Access Concentrator (AC) and Central Terminal (CT) spares

The quantity and type of spares for CTs are dependent on the environment and the
level of service desired by each customer.

The following table shows Airspan's recommended sparing rate for the main AC and
CT plug in units in a 1.9GHz system.

<TABLE>
<CAPTION>
          Ref                                  Name                                        Recommended qty
                                                                                       (minimum=1 where quoted)
<S>                       <C>                                             <C>
----------------------------------------------------------------------------------------------------------------------------
FA and DA RF
----------------------------------------------------------------------------------------------------------------------------
RF-combmon                          RF Combiner Monitor + psu                          1 per 20 CTs deployed
----------------------------------------------------------------------------------------------------------------------------
RF-combpsu                          RF Combiner psu                                    1 per 20 CTs deployed
----------------------------------------------------------------------------------------------------------------------------
RF-pa                               Power amp 1.9GHz                                   1 per 10 CTs deployed
----------------------------------------------------------------------------------------------------------------------------
RF-psu                              RF shelf PSU                                       1 per 20 CTs deployed
----------------------------------------------------------------------------------------------------------------------------
RF-diplna                           RF DIP/LNA 1.9GHz                                  1 per 10 CTs deployed
----------------------------------------------------------------------------------------------------------------------------
RF-RF                               RF card 1.9GHz                                     1 per 10 CTs deployed
----------------------------------------------------------------------------------------------------------------------------
FA Common Logic
----------------------------------------------------------------------------------------------------------------------------
fa-sc                               FA Shelf Controller                                1 per 20 FA Modem shelves deployed
----------------------------------------------------------------------------------------------------------------------------
fa-modem                            FA Modem Card                                      1 per 8 FA Modem shelves deployed
----------------------------------------------------------------------------------------------------------------------------
fa-au                               FA Analogue card                                   1 per 20 FA Modem shelves deployed
----------------------------------------------------------------------------------------------------------------------------
fa-tu                               FA TU                                              1 per 20 FA Modem shelves deployed
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>


Schedule III - Table Continued
<TABLE>
<CAPTION>
          Ref                                  Name                                         Recommended qty
                                                                                        (minimum=1 where quoted)
<S>                       <C>                                             <C>
-----------------------------------------------------------------------------------------------------------------------------
DA Common Logic
-----------------------------------------------------------------------------------------------------------------------------
da-tu                               DA TU card (XTU/CTU/DTU)                           1 per 20 DA Modem shelves deployed
-----------------------------------------------------------------------------------------------------------------------------
da-sc                               DA Shelf Controller (CT & AC)                      1 per 20 DA Modem shelves deployed
-----------------------------------------------------------------------------------------------------------------------------
da-modem                            DA Modem Card                                      1 per 8 DA Modem shelves deployed
-----------------------------------------------------------------------------------------------------------------------------
da-au                               DA AU card                                         1 per 20 DA Modem shelves deployed
-----------------------------------------------------------------------------------------------------------------------------
da-modem-psu                        DA Modem Shelf PSU                                 1 per 20 DA Modem shelves deployed
-----------------------------------------------------------------------------------------------------------------------------
DA AC
-----------------------------------------------------------------------------------------------------------------------------
ac-xtu                              AC XTU card                                        1 per 10 AC shelves deployed
-----------------------------------------------------------------------------------------------------------------------------
ac-ctu                              AC CTU card                                        1 per 10 AC shelves deployed
-----------------------------------------------------------------------------------------------------------------------------
ac-sc                               AC Shelf Controller                                1 per 10 AC shelves deployed
-----------------------------------------------------------------------------------------------------------------------------
ac-psu                              AC Shelf PSU                                       1 per 10 AC shelves deployed
-----------------------------------------------------------------------------------------------------------------------------
ac-cu                               AC CU Card (32kbit/s ADPCM                         1 per 10 AC shelves deployed
                                    Compression Unit)                                  (if 32k used)
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

   ---------------------------End of Schedule III --------------------------
<PAGE>


                                  SCHEDULE IV
                                  -----------

                                 "Price List"
                                 ------------

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
Subscriber Terminals (ST)                                                                              Contract
                                                                                                        Price
<S>                                                                                              <C>
P1V2 PacketDrive Subs Terminal, Ext Antenna, PSU, batteries and cable                                $       *
R2 2-line 64k & 32k POTS internal plastic Subs Terminal, Ext Antenna, PSU, batteries and
cable                                                                                                $       *
L128 128kbps internal Subs Terminal, Ext Antenna, PSU and cable                                      $       *
M4/64 4-line 64k & 32k POTS Subs Terminal, Antenna, cable, PSU, batteries and cabinet                $       *
M8/64 8-line 64k & 32k POTS Subs Terminal, Antenna, cable, PSU, batteries and cabinet                $       *
M16 16-line 32k POTS Subs Terminal, Antenna, cable, PSU, batteries and cabinet                       $       *
---------------------------------------------------------------------------------------------------------------
Demand Assigned Central Terminal (CT) and Access Concentrator (AC) Modules
CT Rack with combiner & 2 DA shelves                                                                 $       *
CT Expansion Rack with alarm & 2 DA shelves                                                          $       *
Basic RF plug in set for CT (PA+MON+2PSU+DIPLNA)                                                     $       *
RF plug in expansion set for omni/multi- sector CT (PA+PSU+DIPLNA)                                   $       *
Full redundant DA Card set for 1 rf channel (rf+AU+TU+SC+2PSU+6Modem)                                $       *

AC Rack with alarm & 2 AC shelves                                                                    $       *
Full redundant AC Card Set (CAS/V5.1)(2PSU+SC+8XTU+2CU+CTU+TU)                                       $       *
AC CU Card (32kbit/s ADPCM Compression Unit)                                                         $       *
---------------------------------------------------------------------------------------------------------------
Central Terminal Antenna Modules
Omni Antenna System, including feeder and install kit                                                $       *
Directional Antenna System, including feeder and install kit                                         $       *
---------------------------------------------------------------------------------------------------------------
Software
AS8100 (Sitespan) main License-One time only                                                         $       *
AS8100 (Sitespan) Shelf License                                                                      $       *
Annual Maintenance/Upgrade charge for AS8100 (Sitespan)                                              $       *
---------------------------------------------------------------------------------------------------------------
Other
Documentation set (CD ROM)                                                                          No
                                                                                                    Charge
Delivery of System including freight, duties, and insurance                                                  *
---------------------------------------------------------------------------------------------------------------
Services
Site Survey (per day, excluding travel+exp)                                                          $       *
Installation (per day, excluding travel+exp)                                                         $       *
Radio Planning (per day, excluding travel+exp)                                                       $       *
Airspan Training (per day, excluding travel+exp)                                                     $       *
</TABLE>

 ----------------------------End of Schedule IV------------------------------

[*] 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.

                                     Page 7