EXHIBIT
10.11


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.


PRODUCT SUPPLY AGREEMENT


THIS PRODUCT SUPPLY AGREEMENT (“Agreement”) is made and entered into as of
the 23rd day of December, 2003 (“Effective Date”) by and between Airspan Networks, Inc., a corporation
organized under the laws of the Sate of Washington (“Buyer”) and Nortel Networks Limited, a corporation
organized under the laws of Canada (“Nortel Networks”).


RECITALS


WHEREAS, Nortel Networks and the Buyer are parties to that certain Purchase and
Sale Agreement, dated as of December 23, 2003 (“Purchase Agreement”), pursuant
to which certain assets of Nortel Networks’ Fixed Wireless Access Business are
being purchased by the Buyer;


WHEREAS, in connection with such purchase, the Buyer wishes to engage Nortel
Networks and certain of its Affiliates to provide certain Services (as
hereinafter defined);


WHEREAS, although Nortel Networks and its Affiliates are not in the business of
providing such Services to unaffiliated entities, Nortel Networks is willing to
provide the Services, or to cause one of its Affiliates or a third party to
provide the Services, that Nortel Networks and its Affiliates use in the
operations of their own businesses, to the Buyer and the Buyer Subsidiaries,
for the convenience of the Buyer, under the terms and conditions specified
herein; and


WHEREAS, it is a condition to the consummation of the transactions contemplated
by the Purchase Agreement that Nortel Networks and the Buyer enter into this
Agreement;


NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:


1.0     THE SERVICES


1.1     Definitions


Unless
otherwise defined herein, capitalized terms used herein have the meanings
ascribed to such terms in the Purchase Agreement.


“Base
Station Circuit Pack” shall mean a FWA base station unit sub-assembly
listed on Exhibit 1 hereto.

	
  



  
	
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“Base
Station Product” shall mean a FWA base station unit listed in Exhibit 1
hereto.


“BOM”
means bill of materials.

“Business
Case” means the information set forth in Schedule D to the Purchase
Agreement.

“Calgary
Facility” means that Calgary Westwinds facility located at 5111 47th
Street North East, Calgary, Alberta, Canada.

“End
User(s)” means a
person or entity that acquires FWA Products for its internal business use and
not for resale.

“FWA
Product(s)” means the Base Station Products, the Base Station Circuit
Packs, and the RSS Products specified in Exhibit 1 hereto that Nortel
Networks is authorized by the Buyer to acquire and to sell to the Buyer. 

“Guadalajara
Facility” means Solectron’s Guadalajara, Mexico facility.

“Milpitas
Facility” means Solectron’s Milpitas, California facility. 

“Order
Management Rate” means One Hundred and Eighty-eight Thousand dollars
(US$188, 000.00) per person per year or Fifteen Thousand Six Hundred Sixty-six
Dollars (US$15,666.00).

“Order
Management Services” means purchase order placement, accounts payable and
accounts receivable services associated with accepting purchase orders from the
Buyer and placing them upon Solectron and Tier 2 Suppliers and any associated
services as required.

“Rework”
means those services associated with putting a Rework Product in, or restoring
it to, conformance with the Specification. 

“Rework
Product” means a FWA Product in which, during the Warranty Period and
before such FWA Product is shipped to an End-User, Nortel Networks or
the Buyer discovers a defect or non-conformance to the Specification caused by
the Calgary Facility, Solectron, Solectron’s contractor or Solectron’s
supplier.

“RSS
Product” shall mean a FWA residential subscriber service unit listed in Exhibit
1 hereto.


“Service(s)”
means purchasing services and FWA Product return management for rework services
that Nortel Networks has agreed to undertake for the Buyer with regard to the
FWA Products only.

“Solectron”
means Solectron Corporation, its Subsidiaries and Affiliates.

“Specification”
means functional information and technical information relating to a FWA
Product, and may include the BOM, test procedures, functional and quality
goals, assembly documentation, circuit board art work, Gerber files, assembly
and fabrication drawings, schematics, other design documents, programs,
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related
services, as applicable, as in effect between Nortel Networks and Solectron as
of the Closing.

1.2     Parties

For
the convenience of the Parties hereto or any other reason, the Parties agree
that the delivery and acceptance, respectively, of Services under this
Agreement may be directly by the Parties hereto, and/or indirectly through an
Affiliate of such Party.  The entities
that deliver and accept any such Service shall, upon such delivery and
acceptance, become parties to this Agreement as of such date, as fully and
completely as if they had executed this Agreement on the date hereof.  Such delivery and acceptance of such Service
shall create contractual rights and obligations under this Agreement solely
between the entity that delivers such Service and the entity that accepts it.

Additionally,
in the case of Nortel Networks, certain Services may be provided by a
third-party provider with whom Nortel Networks or a Nortel Networks Affiliate
has contracted for such Service (a “Third Party Provider”).  In such instances, Nortel Networks or the
Nortel Networks Affiliate who has contracted with such Third Party Provider
shall be the party to this Agreement that is deemed to be providing such
Service through its Third Party Provider subcontractor.


1.3     Agreement to Provide Services

Subject
to the terms and conditions hereof, during the Term, the Buyer hereby engages
Nortel Networks, and Nortel Networks hereby accepts such engagement, to provide
Services to the Buyer, either directly or through an Affiliate or Third Party
Provider as provided in Section 1.2 (“Parties”).  Nortel Networks shall perform the Services
in accordance with this Agreement and shall supply FWA Products to the Buyer
that conform to the Specifications in effect immediately prior to the Closing.  Nortel Networks shall sell the FWA Products
only to the Buyer or its Affiliates.

The
Buyer acknowledges and agrees that access to and use of the Services is
provided solely for the use of the Buyer and its Affiliates and solely in
relation to the FWA Products, during the Term of the Agreement.  The Buyer shall not allow access to or use
of Services by any third party without the prior written consent of Nortel
Networks, which consent may be granted or withheld in the sole discretion of
Nortel Networks.  The Buyer shall use
its commercially reasonable efforts to become independent of Nortel Networks,
its Affiliates and its Third Party Providers with respect to each of the
Services no later than the end of the Term.

1.4     Mutual Cooperation

The
Buyer, Nortel Networks and their respective Affiliates shall cooperate with
each other in connection with the performance of the Services hereunder,
including producing on a timely basis all information that is reasonably
requested with respect to the performance of the Services and the transition
during the Term; provided, however, that such cooperation must not unreasonably
disrupt the normal operations of the Buyer, Nortel Networks and their
respective Affiliates.


	
  



  
	
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2.0.     SCOPE AND GRANT OF RIGHTS


Nortel
Networks shall have the right and the Buyer hereby grants to Nortel Networks,
to the extent of its legal right to do so, a world-wide, non-exclusive,
non-transferable, royalty-free license to use Buyer proprietary information
communicated to Nortel Networks by the Buyer during the Term which is
reasonably necessary for the conduct of the Services hereunder for the purpose
of performing the Services hereunder in connection with the FWA Products.  The Buyer further agrees to provide all such
Buyer proprietary information to Nortel Networks in connection with the
foregoing license which Nortel Networks deems to be reasonably necessary for
the Services.  The Buyer shall retain
exclusive rights and title to all Buyer proprietary information provided
hereunder.  This license is
non-transferable, may be used only in connection with the performance of
Services by Nortel Networks under this Agreement, and shall expire on the date
on which Nortel Networks obligations to perform the Services terminate under
this Agreement.

3.0     PURCHASING PRODUCTS

3.1     Orders

The
Buyer shall have the right to acquire FWA Products by issuing one or more
written purchase orders signed by an authorized representative (“Order”).  Nortel Networks shall not be obligated under
this Agreement to accept an order for any product or service that is not a RSS
Product or a Base Station Circuit Pack.  Orders for Base Station Circuit Packs and RSS Products shall be
placed by Buyer on or before June 30, 2004. 
Nortel Networks shall be
obliged to accept or cause its Affiliates to accept such Orders for up to no
less in the aggregate than the number of FWA Products set forth in the Business
Case for delivery through December 31, 2004. 
Notwithstanding the generality of the foregoing, Nortel Networks shall
submit a purchase order to Solectron for any excess quantity ordered by the
Buyer for delivery prior to December 31, 2004 and, to the extent accepted by
Solectron, the Order will be accepted by Nortel Networks hereunder and Nortel
Networks shall give notice thereof to the Buyer.  If this Agreement has not been terminated in accordance with its
provisions by June 30, 2004, Buyer may submit a purchase order to Nortel
Networks for additional Base Station Circuit Packs and RSS Product in an amount
greater than the number thereof set forth in the Business Case, and Nortel
Networks shall submit such purchase order to Solectron.  To the extent such purchase order is accepted
by Solectron, Nortel Networks shall accept such Order placed after June 30,
2004.  Nortel Networks will accept
Orders for FWA Product submitted before June 30, 2004 for quantities within the
Business Case and for delivery before December 31, 2004.  Nortel Networks will submit for consideration
by Solectron Orders submitted prior to June 30, 2004 for a quantity greater
than the Business Case but Nortel Networks shall have no obligation to accept
an Order to the extent any Order is rejected by Solectron.  In addition, Nortel Networks will submit for
consideration by Solectron Orders submitted after June 30, 2004 and before
December 31, 2004 for any quantity but Nortel Networks shall have no obligation
to accept such Order to the extent it is rejected by Solectron.

The
Buyer may not cancel an Order after it has been placed.


All
Orders shall reference this Agreement.  All
Orders shall specify the
quantity, price, Nortel Networks’ part number, billing address, requested
delivery dates, and any other special instructions, as applicable.  All Orders will be governed by and cannot
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conditions
of this Agreement.  Nortel Networks will
respond to the Order within three (3) business days of receipt with either
acceptance or notification of any requirements or terms that are not
acceptable.  In the latter case, the
Parties will negotiate in good faith to resolve any unacceptable matters and
agree upon an Order that is acceptable to them.  Nortel Networks’
written or electronic communication accepting the Order or shipment of FWA
Products will be Nortel Networks’ acceptance of the Order.  The Buyer agrees that all electronic Orders
issued are equivalent to a written Order, are governed by the terms and
conditions of this Agreement and that in the event of any conflict between this
Agreement and the Order, this Agreement governs.  The Buyer is responsible for the use and protection from
unintended use of all electronic pass codes provided by Nortel Networks and agrees
that all Orders submitted using such pass codes are valid and binding Orders authorized by the Buyer.  Orders for FWA Products shall be placed on
the specific Nortel Networks entity and at the address specified by Nortel
Networks.

The
Buyer and each Affiliate that purchases under this Agreement agrees to be
jointly and severally liable to Nortel Networks, with respect to each and every obligation which the
Buyer and any of the Affiliates may undertake for the purchase of FWA Products pursuant to this Agreement,
as if any such purchase was made by the Buyer and each of the Affiliates for
their own account.

3.2     Delivery; Title; Risk of
Loss


Unless otherwise agreed
by the parties to this Agreement in writing, Nortel Networks will deliver RSS
Products to Nortel Networks’ warehouse location in Dallas, Texas and Base
Station Circuit Packs at the Milpitas Facility (“Delivery”).  Unless the Buyer requests a different mode of transportation, Nortel
Networks will ship all FWA Products to the Buyer by surface freight.  The Buyer agrees to pay all transportation,
handling, insurance and associated charges, including but not limited to,
additional charges for non-standard shipment.


All
risk of loss or damage to FWA Products will pass to Buyer upon Delivery.  Title to the FWA Products shall pass to
Buyer on Delivery.


Nortel
Networks will use commercially reasonable efforts to meet the Buyer’s requested
delivery dates but does not guarantee delivery dates.  If there are differences between the Buyer’s requested delivery
dates and the delivery dates Nortel Networks is willing to commit to, Nortel
Networks shall identify the cause of the discrepancy within the three (3)
business days of receipt of the order. 
The Parties shall work together within five (5) business days of receipt
of such order to agree on firm delivery dates for the FWA Products.

Nortel
Networks may make partial deliveries of Orders, provided the parties have
agreed in advance thereto in writing. 
Delay in delivery of any installment shall not relieve Buyer of its
obligation to accept the remaining deliveries. 
If the Parties agree on a partial delivery, Buyer will be obliged to
make payments in accordance with Section 3.6 (Payment) of this Agreement
only for what Nortel Networks has agreed to deliver.

3.3     Price

Nortel
Networks shall sell each FWA Product to the Buyer at the same price Nortel
Networks paid for the Product.  The
price or cost methodology for each FWA Product shall be set out in Exhibit 2
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in
U.S. dollars.  The Price does not
include any applicable handling charges, interest charges, insurance charges,
cancellation charges, or rescheduling charges, or any applicable sales, use,
and/or privilege taxes, all of which will be additionally invoiced to the
Buyer.  The Prices for FWA Products from
the Guadalajara Facility include outbound freight charges; outbound freight for
the FWA Products from the Milpitas Facility will be invoiced to the Buyer.  Nortel Networks shall not invoice the Buyer
for any federal or state sales, use, value added or privilege tax provided the
Buyer has provided Nortel Networks with a valid exemption certificate.  The Price shall always be deemed to include
all charges for any Consumable Material consumed in the production of the FWA
Product.


3.4     Implementation
of Price Changes

The
Parties will review the Price for each FWA Product as specified in Exhibit 1
unless agreed otherwise by the Parties. 
If a Price for an FWP Product will change after such review, the Parties
will agree on the implementation date of such change.  Agreed upon changes to the Price shall be documented as set forth
in the revised Costed BOM; and set forth in a new or amended Order. 

The
Parties shall meet quarterly unless otherwise agreed by the Parties to
implement any price changes pursuant to the methodologies set forth in Exhibit
2.  Agreed upon changes shall be set
forth in a new or amended Order for any affected FWA Products

3.5     Expenses and Costs of
Transition Services

The
Buyer shall reimburse Nortel Networks (or, if applicable and so requested by
Nortel Networks, the Nortel Networks Affiliate, Third Party Provider or other third
party that paid such expense) for (i) reasonable out-of-pocket expenses
incurred by and paid by such Service provider, including but not limited to
travel and lodging expenses incurred pursuant to the Buyer’s request; and (ii)
any other fees or expenses that the Buyer has agreed to pay pursuant to this
Agreement.

Nortel Networks shall
invoice the Buyer monthly at the Order Management Rate for the cost of Order
Management Services for each month or any part thereof during which Nortel Networks performs Order Management
Services.  Nortel Networks will invoice
the Buyer for one person for the Calgary Facility and one person for Caribbean
and Latin American order management.

3.6     Payment


Except
as otherwise stated herein, Nortel Networks will invoice the Buyer as of [*].  Any invoiced amount shall be due and payable
[*].  If Buyer disputes any invoice or
part thereof, it will notify Nortel Networks prior to the payment due
date.  Any part of the invoice not
disputed by Buyer will be paid as set forth above.  The parties will negotiate in good faith to resolve any disputed
invoice as soon as reasonably possible. 
Upon resolution, Buyer will pay any agreed amounts due against the
invoice within the terms of the invoice or as otherwise agreed in writing by the
parties.  In the event of non-payment,
Nortel Networks may suspend performance, FWA Product shipments or otherwise
terminate an Order or this Agreement. 
All amounts past due shall accrue interest from the thirty-first day
following the date of the invoice at the rate of 1% per month (or such lesser
rate as may be the maximum permissible rate under applicable law).  The Buyer consents to the sale of
receivables arising from this Agreement, in whole or in part,


	
  



  
	
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including
all or any part of any associated rights, remedies, and obligations, by Nortel
Networks without further notice and authorizes the disclosure of this Agreement
as necessary to facilitate such sale; provided that in no event shall Nortel
Networks sell such receivables to any entity that is, or is an Affiliate of, a
competitor of the Buyer or Buyer’s Affiliates.

3.7     Taxes

The prices for the FWA
Products and the fees for any Services are exclusive of taxes.  The Buyer shall withhold the amount of any
tax required to be withheld from payments made to Nortel Networks pursuant to
this Agreement.  To assist in obtaining
any tax credits for the amounts withheld from payments made by the Buyer
hereunder, the Buyer shall promptly furnish Nortel Networks such evidence as
may be required by the applicable taxing authorities to establish that any such
tax has been paid.  The Buyer shall pay
to Nortel Networks the amount of any applicable sales, use or service tax,
value-added taxes, goods and services taxes or any other similar taxes that
Nortel Networks may be required to collect because of its performance under or
in connection with this Agreement (except for any franchise tax, withholding
tax (as described above or any tax imposed on Nortel Networks’ net
income)).  Nortel Networks shall
identify any such tax as a separate line item on each invoice (unless taxes are
required under the law of the relevant jurisdiction to be included in the
price).  Nortel Networks shall not include
any such taxes on the invoice if the Buyer has provided Nortel Networks with
its permit number
and/or any appropriate certificate of exemption and/or other document or
evidence to support its claimed entitlement to exemption from such taxes.  The Buyer shall be solely
responsible for ensuring that such exemption applies and shall indemnify and
hold Nortel Networks harmless from any taxes (including interest and penalties)
which Nortel Networks may be required to pay as a result of its reliance on the
Buyer’s certificate of exemption and/or other document or evidence that
supports the Buyer’s claimed entitlement to exemption. 


3.8     Limited Warranty 


The
warranty period for each FWA Product is twelve (12) months from the date of
manufacture (“Warranty Period”). 


Nortel
Networks warrants to the Buyer that it has marketable title to the FWA Product
sold to the Buyer and that Nortel Networks is either the owner of or has all
rights necessary to grant the rights and licenses provided to the Buyer under
this Agreement.  

Nortel
Networks covenants and warrants that during the Warranty Period each FWA
Product shall be free from defects in workmanship, shall be free from defects
in Material under normal use and operation, and shall conform to the applicable
Specification. If a FWA Product does not function as warranted during the
Warranty Period Nortel Networks will in its sole discretion either i) make it
do so, or ii) replace it with an equivalent FWA Product 

The
Buyer represents and warrants that it has all right necessary to enter into
this Agreement.


No
warranty of any kind is provided for failures caused by the inability of a FWA
Product to operate in conjunction with hardware or software that is not
included in a FWA Product.  The warranty
will be voided by misuse, accident, damage or modification, failure to maintain
proper physical or operating environment or improper Rework performed by the
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THESE
WARRANTIES AND LIMITATIONS ARE THE BUYER’S EXCLUSIVE WARRANTIES AND SOLE
REMEDIES AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 

The
Parties anticipate that after the Closing, Solectron will deal directly with
the Buyer regarding warranty repairs of FWA Products sold by Nortel Networks
prior to the Closing.  To the extent
Solectron is unwilling to deal directly with the Buyer on such FWA Product,
Nortel Networks agrees to repair or replace FWA Products sold to its customers
prior to the Closing in accordance with the terms of its warranties to its
customers and still within the warranty period during the Term.  

When
the Buyer returns a FWA Product to Nortel Networks under the warranty created
by this Section 3.8, the Buyer agrees to ship it prepaid and suitably
packaged to a location Nortel Networks designates.  Nortel Networks will send a replacement FWA Product to the Buyer
at Nortel Networks’ expense.  Nortel
Networks is responsible for loss of or damage to the Buyer’s FWA Product while
it is a) in Nortel Networks’ possession or b) in transit back to the Buyer.  Any returned FWA Product becomes Nortel
Networks’ property and, subject to Nortel Networks’ receipt of the exchanged
FWA Product, its replacement becomes the Buyer’s property.  The replacement FWA Product may not be new
but will be in working order and equivalent to the item exchanged.  The Warranty Period for the FWA Product
shall be the greater of ninety (90) days from the date of replacement or the
remaining FWA Product warranty period. 
The Buyer agrees to ensure that returned FWA Product is free of any
legal obligations or restrictions that prevent its exchange and represents that
all returned items are genuine and unaltered. 
Where applicable, the Buyer agrees to follow the problem determination
and problem analysis that Nortel Networks specifies.

4.0     TRADEMARKS 


The
Buyer’s use of trademarks owned by Nortel Networks shall be as set forth in the
Purchase Agreement.


5.0     RECORD KEEPING AND REPORTING

Nortel
Networks shall maintain true and accurate records, in accordance with generally
accepted accounting principles and industry standards, of all FWA Products it
sells to the Buyer.  Nortel Networks
shall prepare and forward to the Buyer reports reasonably required by the
Buyer.

The
Buyer shall track all FWA Products by serial number and End User.  Upon request, the Buyer shall provide Nortel
Networks with the End User name, the location of any such FWA Product and any
applicable serial numbers.  Nortel
Networks and any of Nortel Networks’ suppliers shall have a right, upon
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6.0.     RESERVED

7.0     CONFIDENTIAL INFORMATION

7.1     Confidentiality Agreement

Nortel
Networks and the Buyer acknowledge that Nortel Networks and the Buyer have
entered into a Mutual Non-Disclosure Agreement, dated as of April 28, 2003
relating to the transactions contemplated by the Purchase Agreement (and the
Ancillary Agreements referred to therein) (the “Confidentiality Agreement”),
which shall remain in full force and effect after and notwithstanding the
execution and delivery of this Agreement or termination of the same.
Notwithstanding the expiration of the “Disclosure Period” (as defined in the
Confidentiality Agreement) or the other termination of the Confidentiality
Agreement, the information obtained from the Buyer or its Affiliates by Nortel
Networks or its representatives or Affiliates or by the Buyer or its
representatives or Affiliates from Nortel Networks or any its Affiliates,
pursuant to this Agreement or otherwise, shall be deemed “Confidential
Information” (as that term is defined in the Confidentiality Agreement) and the
Parties agree that Sections 3 through 10 of the Confidentiality
Agreement, the terms of which are incorporated by this reference as though set
forth in full, shall apply to such information (regardless of whether the
Confidentiality Agreement has been terminated).

Notwithstanding
the foregoing and notwithstanding any previous agreement between the Parties,
for activities under this Agreement that are subject to taxation by the United
States, either Party (including its officers, directors, employees,
representatives and agents) may disclose to any and all persons without any
limitation the tax treatment and tax structure of this Agreement and/or
transactions under it, as well as materials detailing the tax treatment and tax
structure thereof.  However, the
disclosing party will not disclose specific details of this Agreement or any
activity or transaction hereunder, not necessary to an understanding of the tax
treatment and tax structure thereof, including but not limited to, descriptions
of the particular technologies, activities, or developments involved and the
identity of the parties involved, unless otherwise required by law.


7.2     Access

The
Parties agree that each shall, without charge, provide the other Party (or any
Affiliate thereof or Third Party Provider) with such access to the Party’s
premises and/or personnel, and such assistance as may reasonably be required
for the other Party to perform its obligations under this Agreement.  In addition, if the Buyer has access (either
on-site or remotely) to any of Nortel Networks’ computer systems and/or
information stores in relation to this Agreement, the Buyer shall limit such
access solely to the use of such systems for purposes of this Agreement and
shall not access or attempt to access any of Nortel Networks’ computer systems,
files, software or services other than those required for this Agreement, or
those that are publicly available (e.g., public websites).  The Buyer shall limit such access to those
of its employees, agents or contractors with a bona fide need to have such
access in connection with this Agreement, and shall follow all of Nortel
Networks’ security rules and procedures for restricting access to its computer
systems.  All user identification
numbers and passwords disclosed to the Buyer and any information obtained by
the Buyer as a result of the Buyer’s access to and use of Nortel Networks’
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confidential
information hereunder.  Nortel Networks
and the Buyer shall cooperate in the investigation of any apparent unauthorized
access to any Nortel Networks computer system and/or information stores.  These provisions concerning computer access
shall apply equally to any access and use by the Buyer of Nortel Networks’
electronic mail system, Nortel Networks’ electronic switched network, either
directly or via a direct inward service access (DISA) or calling card feature,
Nortel Networks’ data network or any other property, equipment or service of
Nortel Networks, and any third party software not proprietary to Nortel
Networks but that may be accessible by the Buyer in connection with this
Agreement.  


7.3     Irreparable Harm; Remedies

Each
Party acknowledges and agrees that any violation or threatened violation by
such Party of any of the terms set forth in Section 7.1 hereof would
cause irreparable injury to the other Party, that the remedies at law for any
violation or threatened violation thereof would be inadequate, and that such
other Party will, in addition to and not in limitation of any rights or
remedies available at law or in equity, be entitled to temporary and permanent
injunctive relief and specific performance without the necessity of proving
actual damages.

7.4     Remedies Generally

If
Nortel Networks shall be in breach of, or fail to perform any material
obligation under this Agreement, the Buyer may, by written notice to Nortel
Networks, require the remedy of the breach or the performance of the obligation
within thirty (30) days and if Nortel Networks fails to remedy the breach or
perform the obligation within such period, the Buyer may, at its option,
declare Nortel Networks to be in default and terminate this Agreement.  Such termination shall be in addition to any
other remedies that the Buyer may have under this Agreement or at law or
equity, including without limitation, the right to assume Nortel Networks’ responsibilities
in the supply of the FWA Products.  In
addition, Nortel Networks agrees to pay the Buyer all of the reasonable
out-of-pocket costs and expenses incurred by the Buyer in obtaining its supply
of the FWA Products directly from Solectron. 
The Buyer shall invoice Nortel Networks monthly for any such payment,
and Nortel Networks shall pay any such invoice in full within forty-five (45)
days of receipt.  If Nortel Networks
interferes in the direct relationship between Solectron and the Buyer with regard
to the FWA Products, then Nortel Networks shall pay the Buyer all of the
reasonable costs and expenses incurred by the Buyer in obtaining its supply of
the FWA Products from a third party. 
The Buyer shall invoice Nortel Networks monthly for any such payment,
and Nortel Networks shall pay any such invoice in full within forty-five (45)
days of receipt.

8.0     LIMITATION OF LIABILITY


8.1     Limitation


In
no event shall Nortel Networks or its agents or suppliers be liable to the
Buyer for more than the amount of any actual direct damages up to the charges
for the FWA Products that are the subject of the claim regardless of the cause
and whether arising in contract, tort (including negligence) or otherwise.  This limitation will not apply to claims for
damages for bodily injury (including death).


	
  



  
	
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NOTWITHSTANDING
ANY PROVISION OF THIS AGREEMENT EXCEPT FOR BREACH OF THE OBLIGATIONS IN SECTION
7, TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER
NO LEGAL THEORY, WHETHER TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY,
CONTRACT, OR OTHERWISE, SHALL ONE PARTY BE LIABLE TO THE SECOND PARTY OR ANY
OTHER PERSON FOR ANY LOSS OF, OR DAMAGE TO, THE SECOND PARTY’S OR AN END-USER’S
RECORDS, FILES, OR DATA OR FOR LOSS OF PROFIT OR SAVINGS, OR FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF THE
FIRST PARTY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.  NOTHING IN THIS AGREEMENT SHALL ACT TO
RESTRICT OR EXCLUDE LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY THE
NEGLIGENCE OF ANY PARTY.

8.2     Third Party Indemnity

This
Agreement is for the sole and exclusive benefit of the Parties, and it shall
not be deemed to be for the direct or indirect benefit of any other person or
entity, including without limitation either Party’s customers, suppliers or
employees.  The Buyer shall indemnify
and hold harmless Nortel Networks, and its Affiliates and each of their
respective officers, directors, employees, managers, partners and agents,
against and from any liability, loss, damage, cost and expense (including
attorneys’ fees and costs of litigation) (collectively, “Losses”) arising out
of or in connection with any claim or action solely to the extent arising after
the Closing that any person or entity (other than the Buyer) may make or file
against Nortel Networks or its Affiliates or any of their respective officers,
directors, employees, managers, partners or agents in connection with this
Agreement or the Services, regardless of the standard of negligence or
culpability alleged

9.0     TERM OF AGREEMENT; DEFAULT;
TERMINATION


9.1     Term and Termination


The
term (“Term”) of this Agreement shall commence on the Effective Date and
continue until termination.  The
Agreement shall terminate upon the earliest to occur of the following:  (a) mutual agreement of the Parties; (b)
December 31, 2004; (c) the occurrence and continuation of a Default by one
Party thirty (30) days following receipt from the non-defaulting Party of a
written demand for termination and the opportunity to cure during such 30-day
period; or (d) Nortel Networks’ termination of this Agreement pursuant to Section
9.2 hereof.


9.2     Termination upon Sale of
Buyer

In
addition to the grounds for termination set forth in Section 9.1 (Term
and Termination) hereof, the whole or part of this Agreement may be terminated
by Nortel Networks in its sole discretion in the event of (i) the sale of all
or substantially all of the assets or capital stock of the Buyer to, (ii) a
merger of the Buyer with any third party in which the Buyer is not the
surviving corporation with, or (iii) an assignment by the Buyer of all or some
of the Buyer’s rights under this Agreement to, any entity which is a direct
competitor of Nortel Networks.  In such
event, the Buyer shall promptly notify Nortel Networks of any such sale, merger
or intended assignment, 

	
  



  
	
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and
if Nortel Networks elects to terminate this Agreement, it shall so notify the
Buyer and such termination shall be effective upon the Buyer’s receipt of such
notice.

9.3     Effect of Termination


Upon
termination of this Agreement by either Party: 


	
   
	
  (a)        The
  Buyer shall pay all undisputed amounts or charges owed to Nortel Networks as
  provided in this Agreement, provided that the Buyer shall have the right to
  set-off any amounts or charges owed to Nortel Networks against any amounts
  owing to Buyer by Nortel Networks pursuant to this Agreement.  If the aggregate
  amount owing by Nortel Networks to the Buyer is less than the aggregate amount owing by the Buyer to Nortel Networks,
  the Buyer shall
  pay the net amount in full within thirty (30) days of termination.

	
   
	
   

	
   
	
  (b)        Provided
  the Buyer has made all payments required pursuant to paragraph (a) above,
  Nortel Networks shall deliver to the locations designated by the Buyer within
  three (3) weeks of the date of termination, all deliverables, if any, with
  respect to the Products, in exchange for payment by the Buyer of all amounts
  due with respect to such FWA Products.




9.4     Default

	
   
	
  (a)        Either
  Party shall be deemed to be in default (such defaults, together with the
  defaults described in Section 9.4(b), each a “Default”) hereunder upon
  the occurrence of any one or more of the following events with respect to it:

	
   
	
   

	
   
	
   
	
  (i)     Failure
  to perform or fulfill any material obligation or condition of this Agreement
  to be performed or fulfilled by such Party, if such failure continues for
  thirty (30) days (or such longer period of time as is agreed by the Parties
  to be reasonably necessary to allow such Party to so perform or observe such
  obligation) after written notice thereof is given by the other Party; or

	
   
	
   
	
   

	
   
	
   
	
  (ii)     The
  making of any general assignment or arrangement for the benefit of creditors,
  the filing of a voluntary or involuntary petition in bankruptcy by or against
  such Party under any bankruptcy or insolvency law or similar proceeding, the
  appointment of a trustee or receiver or the commencement of a similar
  proceeding to take possession of, or the attachment or other judicial seizure
  of, substantially all of such Party’s assets, or the taking by such Party of
  any action in furtherance of the foregoing.

	
   
	
   
	
   

	
   
	
  (b)        The
  Buyer shall be deemed to be in default hereunder if it fails to make any
  payment when due hereunder, if such failure continues for thirty (30) days
  after such payment was due, unless such payment is being actively contested
  in good faith by the Buyer.






	
  



  
	
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9.5     Survival

Notwithstanding
any termination of this Agreement, (i) the terms of Section 3.5
(Expenses), Section 3.6 (Payment) and Section 3.7 (Taxes), Section
7.1 (Confidential Information), Section 7.3 (Irreparable Harm;
Remedies) Section 8.1 (Limitation), Section 8.2 (Third Party
Indemnity), Section 11.2 (Governing Law), Section 11.3
(Submission to Jurisdiction) and this Section 9.5 shall survive any such
termination; and (ii) any outstanding payment obligations of the Buyer to
Nortel Networks, and all provisions of this Agreement relating to payment of
amounts due, shall survive any such termination, until all such sums are paid
in full.

10.0     INSURANCE 

Both
Nortel Networks and the Buyer shall maintain, during the term of this
Agreement, all insurance and/or bonds required by any applicable law, including
but not limited to:  a) workers’
compensation insurance as prescribed by the laws of all states in which work
pursuant to this Agreement is performed; b) employer’s liability insurance with
limits of at least $5,000,000 per occurrence and $15,000,000 in the aggregate;
and c) comprehensive general liability insurance (including products liability
coverage, and contractual liability coverage) with each coverage having limits
of at least $5,000,000 per occurrence and $15,000,000 in the aggregate.  Either party shall furnish certificates or
other adequate proof of such insurance to the other upon written request.  Proof of a program of self-insurance acceptable
to the requesting party (which acceptance shall not be unreasonably withheld)
shall satisfy any such request.  Both
Nortel Networks and the Buyer shall require any subcontractors and sales agents
involved with the performance of work pursuant to this Agreement, to agree to
maintain insurance coverage and to furnish certificates or other adequate proof
thereof to both Nortel Networks and the Buyer upon written request.

11.0     GENERAL


11.1     Notice


All
notices, requests, demands, claims and other communications hereunder shall be
in writing.  Any notice, request,
demand, claim or other communication hereunder shall be deemed duly
delivered one business day after it is sent by (a) a reputable courier
service guaranteeing delivery within one business day or (b) telecopy,
provided electronic confirmation of successful transmission is received by the
sending Party and a confirmation copy is sent on the same day as the telecopy
transmission by certified mail, return receipt requested, in each case to the
intended recipient as set forth below:


	
  If to the Buyer:
	
  Copy to:

	
   
	
   

	
  Airspan Networks Inc.
	
  Adorno & Yoss, P.A.

	
  777 Yamato Road, Suite 105
	
  2601 S. Bayshore Drive,
  Suite 1600

	
  Boca Raton, Florida 33431
	
  Miami, Florida 33133

	
  Telecopy:  (561) 893-8671
	
  Telecopy:  (305) 858-4777

	
  Attention:  Senior Vice President and 
     Chief Financial
  Officer
	
  Attention:  Seth P. Joseph






	
  

  
	
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  If to Nortel Networks:
	
  Copy to:

	
   
	
   

	
  Nortel Networks Limited
	
  Nortel Networks Inc.

	
  8200
  Dixie Road
	
  200 Athens Way

	
  Suite
  100
	
  Nashville, TN  37228

	
  Brampton,
  Ontario
	
  Telecopy:  (615) 432-4067

	
  L6T
  5P6
	
  Attention:  Law Department

	
  Telecopy:  (905) 863-8386
	
   

	
  Attention:  Secretary
	
   




Any
Party may give any notice, request, demand, claim, or other communication
hereunder using any other means (including personal delivery, expedited
courier, messenger service, telex, ordinary mail, or electronic mail), but no
such notice, request, demand, claim or other communication shall be deemed to
have been duly given unless and until it actually is received by the Party for
whom it is intended.  Any Party may
change the address to which notices, requests, demands, claims and other
communications hereunder are to be delivered by giving the other Parties notice
in the manner herein set forth.

11.2     Governing Law 


This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of New York without giving effect to any choice or conflict
of law provision or rule (whether of the State of Florida or any other
jurisdiction) that would cause the application of laws of any jurisdiction
other than those of the State of New York. 


11.3     Submission to Jurisdiction

Each
Party (a) submits to the exclusive jurisdiction of any state or federal court
sitting in the State of New York in any action or proceeding arising out of or
relating to this Agreement, (b) agrees that all claims in respect of such action
or proceeding may be heard and determined only in any such court, and (c)
agrees not to bring any action or proceeding arising out of or relating to this
Agreement in any other court.  Each
Party waives any defense of inconvenient forum to the maintenance of any action
or proceeding so brought and waives any bond, surety or other security that
might be required of the other Party with respect thereto.  Either Party may make service on the other
Party by sending or delivering a copy of the process to the Party to be served
at the address and in the manner provided for the giving of notices in Section
8.1.  Nothing in this Section 8.3,
however, shall affect the right of any Party to serve legal process in any
other manner permitted by law.

11.4     Binding Effect

This
Agreement shall be binding upon and inure to the benefit of the Parties hereto
and their respective successors and assigns, subject to the limitations on
assignment in Section 11.10 (Assignability) hereof.

	
  



  
	
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11.5     Counterparts


This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
agreement.


11.6     Entire Agreement

This
Agreement (including the documents referred to herein) constitutes the entire
agreement between the Buyer, on the one hand, and Nortel Networks, on the other
hand.  All Schedules attached hereto are
incorporated herein by reference.  This
Agreement (including the documents referred to herein) supersedes any prior
understandings, agreements, or representations by or between the Buyer, on the
one hand, and Nortel Networks, on the other hand, whether written or oral, with
respect to the subject matter hereof.  

11.7     Independent Contractor

In
performing the Services hereunder, Nortel Networks shall operate as and have
the status of an independent contractor, subject only to the general direction
of the Buyer regarding the Services to be rendered, as opposed to the method of
performance of such Services.  No
Party’s employees shall be considered employees or agents of the other Party,
nor shall the employees of any Party be eligible or entitled to any benefits,
perquisites or privileges given or extended to any of the other Party’s
employees.  Nothing contained in this
Agreement shall be deemed or construed to create a joint venture or partnership
between the Parties.  No Party shall
have any power to control the activities and/or operations of the other
Party.  No Party shall have any power or
authority to bind or commit any other Party.

11.8     Severability

Any
term or provision of this Agreement that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability
of the remaining terms and provisions hereof or the validity or enforceability
of the offending term or provision in any other situation or in any other
jurisdiction.  If the final judgment of
a court of competent jurisdiction declares that any term or provision hereof is
invalid or unenforceable, the Parties agree that the body making the
determination of invalidity or unenforceability shall have the power to reduce
the scope, duration or area of the term or provision, to delete specific words
or phrases, or to replace any invalid or unenforceable term or provision with a
term or provision that is valid and enforceable and that comes closest to
expressing the intention of the invalid or unenforceable term or provision, and
this Agreement shall be enforceable as so modified after the expiration of the
time within which the judgment may be appealed.

11.9     Headings


The
section headings contained in this Agreement are inserted for convenience only
and shall not affect in any way the meaning or interpretation of the provisions
of this Agreement.


	
  



  
	
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11.10     Assignability

This
Agreement may not be transferred by either Party without the prior written
consent of the other Party, and any such purported transfer shall be void.  Notwithstanding the foregoing, either Party
may, upon written notice to the other Party, transfer its rights under this
Agreement to any Affiliate, in which case such Party shall remain jointly or
severally liable with any such Affiliate for the fulfillment of all the terms
and conditions hereof.  Neither Party
shall transfer its rights nor obligations under this Agreement to any Affiliate
unless and until any and all required government or third party approvals
respecting such transfer (if any) have been received by Nortel Networks and the
Buyer.

11.11     Force Majeure

Nortel
Networks shall be excused for failure to provide any Service to the extent that
such failure is directly or indirectly caused by acts of God, national
emergency, labor dispute, software, equipment or electrical malfunction,
transportation delays, telecommunication failures, or any other event or
circumstance beyond the reasonable control of Nortel Networks, but only until
the cessation of such event or circumstance, and if Nortel Networks shall have
used its commercially reasonable efforts to avoid such occurrence and minimize
its duration.  In the event that Nortel Networks’
performance hereunder is affected by such an event or circumstance, Nortel
Networks shall promptly notify the Buyer of same, giving reasonably full
particulars thereof and, insofar as known, the probable extent to which it will
be unable to perform, or will be delayed in performing, its obligations
hereunder, and Nortel Networks shall use reasonable efforts to remove such
force majeure.  

11.12     Amendments and Waivers


The Parties may mutually amend or waive any
provision of this Agreement at any time. 
No amendment or waiver of any provision of this Agreement shall be valid
unless the same shall be in writing and signed by both of the Parties. 
No waiver by either Party of any default, misrepresentation, or breach
of warranty or covenant hereunder, whether intentional or not, shall be deemed
to extend to any prior or subsequent default, misrepresentation or breach of
warranty or covenant hereunder or affect in any way any rights arising by
virtue of any prior or subsequent such occurrence.


11.13     Currency


All
references to dollar amounts in this Agreement and its Schedules are, unless
otherwise explicitly stated in this Agreement or on such Schedule, in United
States Dollars.  


11.14     Language

The
Parties have requested that this Agreement be prepared in the English
language.  Les parties ont demandé que la
présente convention soit rédigée en anglais.

	
  



  
	
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IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed by their respective duly
authorized representatives.

	
  NORTEL NETWORKS LIMITED
	
  AIRSPAN NETWORKS, INC.

	
   
	
   

	
  By:
	
  /s/ Arno Nadolny
	
   
	
  By:
	
  /s/ Peter Aronstam
	
   

	
   
	
  



  	
   
	
   
	
  



  	
   

	
   
	
   
	
   
	
   
	
   
	
   

	
  Name:  Arno Nadolny
	
  Name:  Peter Aronstam

	
   
	
   

	
  Title:  Attorney-in-fact
	
  Title:  Senior Vice President

	
   
	
   

	
  Date:  December 18, 2003
	
  Date:  December ____, 2003

	
   
	
   

	
   
	
  Federal Tax I.D.
  Number:  75-2743995






	
  



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

EXHIBIT 1

FWA PRODUCTS


	
   
	
  RSS PRODUCTS
	
   

	
   
	


	
   

	
   
	
  [*]
	
   

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
  Solectron Guadalajara
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [*]
	
   
	
   
	
  [*]
	
   

	
  Material Cost
	
   
	
   
	
  [*]
	
   
	
   
	
  [*]
	
   

	
  Full Cost
	
   
	
   
	
  [*]
	
   
	
   
	
  [*]
	
   

	
   
	
   
	
   
	
  [*]
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
  Material Cost
	
   
	
   
	
  [*]
	
   
	
   
	
   
	
   

	
  Full Cost
	
   
	
   
	
  [*]
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  RSS Product

  Costs Include

  Outbound freight
	
   
	
   
	
   
	
   






	
  BASE-STATION
  PRODUCTS

  	
   

  	
  Other
  FWA PCBAs

  
	


  	
   

  	


  
	
  [*]

  	
  [*]
	
  [*]
	
  [*]
	
  [*]
	
  [*]
	
  [*]
	
   

  	
  [*]
	
  [*]
	
  [*]
	
  [*]

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

  	
   
	
   
	
   
	
   

	
  Solectron Milpitas Prices

	
  [*]
	
  [*]
	
  [*]
	
  [*]
	
  [*]
	
  [*]
	
  [*]
	
   

  	
  [*]
	
  [*]
	
  [*]
	
  [*]

	
  [*]
	
  [*]
	
  [*]
	
  [*]
	
  [*]
	
  [*]
	
  [*]
	
   

  	
  [*]
	
  [*]
	
  [*]
	
  [*]

	
  [*]
	
  [*]
	
  [*]
	
  [*]
	
  [*]
	
  [*]
	
  [*]
	
   

  	
  [*]
	
  [*]
	
  [*]
	
  [*]




Cost for each [*],[*],[*],[*],[*],[*],[*] are subject to the following:

[*]


Min [* ]to update [*] for all except [*] and [*], which have already
been updated.

[*].

[*]

Minimum Yield required for ICT is [*].

Minimum build quantity for each model is as noted above each PEC.

	
  



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

EXHIBIT 2

COST METHODOLOGY AND PRICES

F2 Design

The
F2 design price will be locked at [*] for 2004.  Any manufacturing yield improvements or yield degradation will be
retained or absorbed by the EMS Provider. 
Similarly, any positive or negative impacts in the cost structure due to
material price changes or freight costs will be retained or absorbed by the EMS
Provider.  Any material BOM changes due
to Engineering Changes (“EC”) may cause the [*] price to be adjusted depending
upon the amount of change directly tied to the component or components that
changed per the EC.  If new material
purchases are required beyond the amount of components currently on hand in
Consignment inventories, then any price differentials will also be retained and
absorbed by the EMS Provider.  This
assumes pricing for Consignment inventories sold to the EMS Provider will
remain constant at current cost.  The
only exception would be tied to component part number A0740715 used on the F2
design.  For example, if quantities of
this component are needed beyond what is available in consignment inventory,
then the purchase price from the component supplier will be fixed at [*] versus
the consignment selling price of [*] and the selling price of the F2 will be
increased accordingly to $[*].  The F2
locked price of [*] assumes a minimum monthly run rate of [*] units and an
annual minimum rate of [*] units.  If
such run rates are not achieved, the [*] price for the F2 design may be subject
to price increases.  The EMS Provider
has agreed in principle to extend the aforementioned pricing methodology to the
Buyer if the transition period is completed prior to the end of 2004.

F5 Design


The
pricing methodology for the F5 design will be structured in the same general
way as the F2 design.  Once production
of the F5 product is restarted and manufacturing and test yield data are
captured and a final set of material prices are determined, a locked 2004 F5
price will be determined between the Parties. 
2004 volumes are forecasted to be between [*] units and locked F5
pricing will assume 2004 production in this range.


F6 Design

As
the F6 design is not complete, the Parties agree to determine the price for
this design upon release of a final design and bill of materials, which the
Parties expect to occur some time in Q2 of 2004.

Base Stations

Pricing
methodology for the Base Station products will be as follows: 

The Solectron Base
Station Prices will be locked, with the exception of Material Cost
changes.  If new material purchases are
required beyond the amount of components currently on hand in

	
  



  
	
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Consignment inventories,
then any price
differentials will directly reflected in Total Product Cost.  Any manufacturing yield improvements or
yield degradation will be retained or absorbed by the EMS Provider.  Any material BOM changes due to Engineering
Changes (“EC”) may cause a price to be adjusted depending upon the amount of
change directly tied to the component or components that changed per the
EC.  The locked prices assume a minimum
build quantity as noted below along with ICT Yields of [*].

	
  NTEG72AD: [*] units

  
	
  NTEG71HA: [*] units

  
	
  NTEG7776: [*] Units

  
	
  NTEG7730: [*] Units

  
	
  NTEG7760: [*] Units

  
	
  NTEG7744: [*] Units

  
	
  NTEG7753: [*] Units

  



If such run rates are not achieved, the price for these products may be
subject to price increases.  The EMS
Provider has agreed in principle to extend the aforementioned pricing
methodology to the Buyer if the transition period is completed prior to the end
of 2004.


	
  



  
	
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