**EXHIBIT
      10.1**




**FIRST
      A** **MENDMENT** **TO**


**LOAN
      AND SECURITY AGREEMENT**




THIS
      FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this **** “ **Amendment** ”)
      is
      entered into this __ day of August, 2007, by and between SILICON VALLEY BANK
      (“ **Bank** ”),
      AIRSPAN NETWORKS, INC., a corporation formed under the laws of the State of
      Washington (“ **US
      Borrower** ”),
      and
      AIRSPAN COMMUNICATIONS LIMITED **,** a
      company registered under the laws of England and Wales under company number
      03501881 (“ **UK
      Borrower** ”;
      US
      Borrower and UK Borrower hereinafter referred to individually and collectively,
      jointly and severally, as “ **Borrower** ”).




**Recitals**




**A.**  Bank
      and
      Borrower have entered into that certain Loan and Security Agreement dated as
      of
      August 1, 2006 (as the same may from time to time be further amended, modified,
      supplemented or restated, the “ **Loan
      Agreement** ”).




**B.**  Bank
      has
      extended credit to Borrower for the purposes permitted in the Loan
      Agreement.




**C.**  Borrower
      has requested that Bank amend the Loan Agreement to (i) increase the amount
      available to be borrowed under the Revolving Line, (ii) extend the maturity
      date, (iii) adjust the performance pricing with respect to the Revolving Line,
      and (iv) make certain other revisions to the Loan Agreement as more fully
      set forth herein.




**D.**  Bank
      has
      agreed to so amend certain provisions of the Loan Agreement, but only to the
      extent, in accordance with the terms, subject to the conditions and in reliance
      upon the representations and warranties set forth below.




**Agreement**




**Now,
      Therefore,** in
      consideration of the foregoing recitals and other good and valuable
      consideration, the receipt and adequacy of which is hereby acknowledged, and
      intending to be legally bound, the parties hereto agree as follows:




**1**  Definitions .
      Capitalized terms used but not defined in this Amendment, including its preamble
      and recitals, shall have the meanings given to them in the Loan
      Agreement.




**2**  Amendments
      to Loan Agreement **.**




**2.1**  Section
      2.3 (Payment of Interest on the Credit Extensions ).
      Section 2.3(a) of the Loan Agreement is hereby amended in its entirety and
      replaced with the following:




(a)  Interest
      Rate ; Advances .
      Subject
      to Section 2.3(b), the amounts outstanding under the Revolving Line (which,
      for
      purposes of clarification, do not include the FX Reserve or any undrawn Letters
      of Credit or Letter of Credit Reserves) shall accrue interest at a per annum
      rate equal to the Prime Rate plus the following percentages: (i) zero percentage
      points (0.00%) at all times the Borrower is a Net Daily Depositor; (ii) one
      half
      of one percentage point (0.50%) at all times that Borrower is a Net Depositor
      and either (A) Borrower’s Adjusted Quick Ratio is equal to or greater than
      1.50:1.00 or (B) Borrower’s EBITDA, net of unfunded capital expenditures, was
      greater than Seven Hundred Fifty Thousand Dollars ($750,000) for the two most
      recently ended consecutive fiscal quarters; (iii) one percentage point (1.00%)
      at all other times that Borrower is a Net Depositor; and (iv) one and three
      quarters of one percentage point (1.75%) at all times that Borrower is a Net
      Borrower. Changes in the applicable interest rate as a result of changes in
      Borrower’s status as a Net Borrower, Net Depositor or Net Daily Depositor or as
      a result of changes in Borrower’s Adjusted Quick Ratio shall not become
      effective until the first (1 st )
      day of
      the month following such change. Any change in the applicable interest rate
      as a
      result of Borrower achieving the minimum EBITDA for two (2) consecutive calendar
      quarters in accordance with Section 2.3(a)(ii) shall become effective on the
      first (1 st )
      day of
      the month following such second (2 nd )
      calendar quarter. Any change in the applicable interest rate as a result of
      Borrower’s failure to maintain the minimum EBITDA set forth in Section
      2.3(a)(ii) shall become effective on the first (1 st )
      day of
      the month following the month in which such failure occurred.




1


**2.2**  Section
      2.3 (Payment of Interest on the Credit Extensions) **.** Section
      2.3(f) of the Loan Agreement is hereby amended in its entirety and replaced
      with
      the following:




(f)  Payment;
      Interest Computation; Float Charge .
      Interest is payable monthly on the last calendar day of each month. In computing
      interest on the Obligations, all Payments received after 3:00 p.m. Eastern
      time
      on any day shall be deemed received on the next Business Day. In addition,
      while
      Borrower is a Net Borrower, Bank shall be entitled to charge Borrower a “float”
charge in an amount equal to two (2) Business Days interest, at the interest
      rate applicable to the Advances, on all payments received by Bank. Said float
      charge is not included in interest for purposes of computing Minimum Monthly
      Interest (if any) under this Agreement. The float charge for each month shall
      be
      payable on the last day of the month. Bank shall not, however, be required
      to
      credit Borrower's account for the amount of any item of payment which is
      unsatisfactory to Bank in its good faith business judgment, and Bank may charge
      Borrower's Designated Deposit Account for the amount of any item of payment
      which is returned to Bank unpaid.




**2.3**  Section
      2.4 (Fees ).
      Section 2.4(d) of the Loan Agreement is hereby amended in its entirety and
      replaced with the following:




(d)  Minimum
      Monthly Interest .
      From
      and after the Supplemental Closing Date through the Revolving Line Maturity
      Date, in the event the aggregate amount of interest earned by Bank in any month
      (exclusive of any collateral monitoring fees, termination fees, or any other
      fees and charges hereunder) is less than the Minimum Monthly Interest, Borrower
      shall pay Bank an amount, payable on the last day of such month, equal to the
      Minimum Monthly Interest minus the aggregate amount of all interest earned
      by
      Bank (exclusive of any collateral monitoring fees, termination fees, or any
      other fees and charges hereunder) in such month.




**2.4**  Section
      2.4 (Fees ). Section
      2.4(g) of the Loan Agreement is hereby added in its entirety immediately after
      Section 2.4(f) of the Loan Agreement as follows:




(g)  Supplemental
      Commitment Fee .
      In
      addition to the commitment fee set forth in Section 2.4(a), a fully earned,
      non-refundable supplemental commitment fee (the “ **Supplemental
      Commitment Fee** ”)
      of
      Fifty-Six Thousand Six Hundred Sixty-Six Dollars ($56,666), which Supplemental
      Commitment Fee shall be paid as follows: the first payment of Ten Thousand
      Dollars ($10,000) shall be due and payable to Bank on the Supplemental
      Closing Date ,
      followed by five (5) quarterly installments due in the following amounts and
      on
      the following dates:




**Due
                Date**
            **Amount
                Due**November
                1, 2007
            $10,000February
                1, 2008
            $10,000May
                1, 2008
            $10,000August
                1, 2008
            $10,000November
                1, 2008
            $6,666





Notwithstanding
      the foregoing, upon the termination of this Agreement, whether by acceleration
      of the obligations following an Event of Default by the Borrower under Section
      4.1 below, or on the Revolving Line Maturity Date, the remaining balance of
      the
      Supplemental Commitment Fee shall be due in full.





**2.5**  Section
      6.2 (Financial Statements, Reports, Certificates ).
      Section 6.2(c), (d) and (e) of the Loan Agreement are hereby amended in their
      entirety and replaced with the following:




(c)  within
      thirty (30) days after the end of each month, deliver to Bank (A) monthly
      accounts receivable agings, aged by invoice date, (B) monthly accounts payable
      agings, aged by invoice date, and (C) monthly reconciliations of accounts
      receivable agings (aged by invoice date), including DBD receivable aging and
      extended term reporting, and general ledger;




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(d)  as
      soon
      as available, and in any event within thirty (30) days after the end of each
      month (other than January), monthly unaudited financial statements on a
      consolidated and consolidating basis;




(e)  within
      thirty (30) days after the end of each month (other than January) a monthly
      Compliance Certificate signed by a Responsible Officer, certifying that as
      of
      the end of such month, Borrower was in full compliance with all of the terms
      and
      conditions of this Agreement, and setting forth calculations showing compliance
      with the financial covenants set forth in this Agreement and such other
      information as Bank shall reasonably request, including, without limitation,
      a
      statement that at the end of such month there were no held checks;




**2.6**  Section
      6.6 ( Access
      to
      Collateral; Books and Records ).
      Section 6.6 of the Loan Agreement is hereby amended in its entirety and replaced
      with the following:




**Section
      6.6**  **Access
      to Collateral; Books and Records.** So long
      as an Event of Default has not occurred and is continuing, Bank, or its agents,
      shall have the right to inspect the Collateral and the right to audit and copy
      Borrower’s Books at reasonable times not more than four (4) times per fiscal
      year, on three (3) Business Days’ notice (provided that no such advance notice
      shall be required after the occurrence and during the continuance of an Event
      of
      Default); provided, however, that after
      the
      closing of a Subsequent Financing in which Borrower receives, in the aggregate,
      at least Twenty Million Dollars ($20,000,000) of net proceeds (excluding any
      bridge debt financing except to the extent actually converted to equity in
      Borrower) and so long
      as no Event of Default has occurred and is continuing, then Bank, or its agents,
      shall have the right to inspect the Collateral and the right to audit and copy
      Borrower’s Books only two (2) times per year (rather than four (4)), at
      reasonable times on five (5) Business Days’ notice (provided that no such
      advance notice shall be required after the occurrence and during the continuance
      of an Event of Default). The foregoing inspections and audits shall be at
      Borrower’s expense, and the charge therefor shall be $750 per person per day
      (or, during the continuance of an Event of Default, such higher amount as shall
      represent Bank’s then-current standard charge for the same), plus reasonable
      out-of-pocket expenses. In the event Borrower and Bank schedule an audit more
      than ten (10) days in advance, and Borrower cancels or seeks to reschedules
      the
      audit with less than ten (10) days written notice to Bank, then (without
      limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of
      $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank
      for
      the anticipated costs and expenses of the cancellation or rescheduling. Borrower
      hereby acknowledges that the first such audit will be conducted within sixty
      (60) days after the execution of this Agreement




**2.7**  Section
      6.8 (Operating Accounts ). Section
      6.8(a) of the Loan Agreement is hereby amended in its entirety and replaced
      with
      the following:




(a)  (i)
      Maintain all of its primary depository and investment accounts in the United
      States with Bank or Bank’s Affiliates and (ii) maintain at all times
      unrestricted cash and Investments of not less than seventy-five percent (75%)
      of
      the aggregate consolidated unrestricted cash and Investments of Borrower and
      its
      Subsidiaries. In addition to the foregoing, if Borrower becomes a Net Borrower
      at any time, then Borrower must maintain its primary depository and investment
      accounts in the United Kingdom with Barclays, Royal Bank of Scotland or such
      other institution as Bank agrees to in writing.




**2.8**  Section
      6.9 (Financial Covenants **).**  Section
      6.9 of the Loan Agreement is hereby amended in its entirety and replaced with
      the following:






**6.9**  **Financial
      Covenants.**






Borrower
      shall maintain at all times, to be tested as of the last day of each quarter,
      unless otherwise noted, on a consolidated basis with respect to US Borrower
      and
      UK Borrower:




(a)  Tangible
      Net Worth .
      A
      Tangible Net Worth of at least Twenty Eight Million Dollars ($28,000,000)
      effective for the quarter ending June 30, 2007 and as of the last day of each
      fiscal quarter thereafter, plus an amount equal to the sum of (i) fifty percent
      (50%) of quarterly Net Income after June 30, 2007 (but not to be decreased
      by
      fifty percent (50%) of quarterly consolidated net loss, if any), (ii) fifty
      percent (50%) of the proceeds received by Borrower from the sale of US
      Borrower’s capital stock after June 30, 2007 and (iii) fifty percent (50%) of
      the principal amount of Subordinated Debt incurred by Borrower after June 30,
      2007.




3


(b)  Minimum
      Adjusted Quick Ratio . An
      Adjusted Quick Ratio of at least 1.00 to 1.00 as of last day of each
      month.




**2.9**  Section
      6.13 ( Foreign
      Exchange Business). Section 6.13 of the Loan Agreement is hereby added in its
      entirety immediately after Section 6.12 of the Loan Agreement as
      follows:




**Section
      6.13**  **Foreign
      Exchange Business** .
      Borrower shall allow Bank to bid on all of Borrower’s foreign exchange
      contracts.




**2.10**  Section
      9.1 (Bank’s Rights and Remedies ). Section
      9.1 of the Loan Agreement is hereby amended by adding immediately after Section
      9.1(k) of the Loan Agreement the following:




**NOTWITHSTANDING
      ANYTHING SET FORTH HEREIN TO THE CONTRARY, DURING ANY NEGATIVE PLEDGE PERIOD,
      BANK WILL NOT ENFORCE ITS RIGHTS AND REMEDIES WITH RESPECT TO THE INTELLECTUAL
      PROPERTY COLLATERAL EXCEPT TO THE EXTENT OF ANY ACCOUNTS, LICENSE AND ROYALTY
      FEES AND OTHER REVENUES, PROCEEDS, OR INCOME ARISING OUT OF OR RELATING TO
      ANY
      OF THE INTELLECTUAL PROPERTY COLLATERAL.**





**2.11**  Section
      13 (Definitions) **.**




(a)  The
      following terms and their respective definitions set forth in Section 13.1
      are hereby amended in their entirety and replaced with the following:




“ **Funded
      Debt** ”
is
      all
      obligations and liabilities of Borrower to Bank, including, without limitation,
      any Advances and drawn but unreimbursed Letters of Credit.




“ **Net
      Depositor** ”
means
      Borrower as of the end of any calendar month in which the sum of all of
      Borrower’s unrestricted cash and investments is greater than or equal to
      Borrower’s Funded Debt for such calendar month; provided that a Net Depositor
      shall cease to be a Net Depositor on the day it becomes a Net
      Borrower.




**“** Quick
      Assets **”
      is, on any date, (i) Borrower’s unrestricted cash and Cash Equivalents, plus
      (iii) Borrower’s Accounts.**




**“** Revolving
      Line **”
      is an Advance or Advances in an aggregate amount of up to Twenty Million Dollars
      ($20,000,000) outstanding at any time.**




“ **Revolving
      Line Maturity Date** ” **** is
      December 31, 2008.




Subparts
      (b), (c) and (f) of the definition of Eligible Accounts are hereby amended
      in
      their entirety and replaced with the following:




(b) Accounts
      (other than Accounts owing from Nortel, Ericsson and Fujitsu while Borrower
      is a
      Net Depositor and other than Accounts owing from DBD) that the Account Debtor
      has not paid within ninety (90) days of invoice date, including Accounts owing
      from Nortel, Ericsson and Fujitsu while Borrower is a Net Borrower;




(c) Accounts
      owing from (i) Nortel, Ericsson and Fujitsu while Borrower is a Net Depositor
      that such Account Debtor has not paid within one hundred twenty (120) days
      of
      invoice date; and (ii) DBD that DBD has not paid within ninety (90) days of
      the
      due date;




(f) Accounts
      owing from (i) an Account Debtor (other than DBD), including its Affiliates,
      whose total obligations to Borrower exceed twenty-five (25%) of all Accounts
      (except for Accounts owing from Nortel, Ericsson and Fujitsu at all times that
      Borrower is a Net Depositor, for which such percentage is fifty percent (50%))
      for the amounts that exceed that percentage, unless Bank approves otherwise
      in
      writing; and (ii) DBD in excess of Five Million Dollars ($5,000,000), unless
      Bank approves otherwise in writing.




4


(b)  The
      first
      full sentence of the definition of Net Borrower is hereby amended in its
      entirety and replaced with the following:




**“Net
      Borrower”** means
      Borrower as of the end of any calendar month in which the sum all of Borrower’s
      unrestricted cash and investments is less than Borrower’s Funded Debt for such
      calendar month; provided that a Net Borrower shall cease to be a Net Borrower
      on
      the first (1 st )
      day of
      the month following any month in which such Net Borrower fails to maintain
      the
      requirements set forth above.




The
      following terms and their respective definitions are hereby added in
      alphabetical order to Section 13.1 of the Loan Agreement:




“ **DBD** ”
means
      DBD Deutsche Breitband Dienste GmbH, and any entity that is an Affiliate of
      DBD
      Deutsche Breitband Dienste GmbH.




“ **Fujitsu** ”
means
      Fujitsu Limited, and any entity that is an Affiliate of Fujitsu
      Limited.




“ **Intellectual
      Property Collateral** ”
is
      all
      of Borrower’s Intellectual Property including without limitation, such
      Intellectual Property as more particularly defined, described and set forth
      in
      the IP Agreements and on the exhibits attached thereto.




“ **Minimum
      Monthly Interest** ”
means
      at any point of determination an amount equal to the applicable interest rate
      as
      set forth in Section 2.3(a) of this Agreement multiplied by the lesser of (i)
      the maximum available Borrowing Base, or (ii) Seven Million Five Hundred
      Thousand Dollars ($7,500,000).




“ **Negative
      Pledge Period** ”
means
      any period of time (i) after the closing of a Subsequent Financing in which
      Borrower receives, in the aggregate, at least Twenty Million Dollars
      ($20,000,000) of net proceeds (excluding any bridge debt financing except to
      the
      extent actually converted to equity in Borrower) and (ii) that Borrower is
      a Net
      Depositor. Any Negative Pledge period commencing pursuant to the foregoing
      shall
      terminate at any point that Borrower becomes a Net Borrower and shall not
      commence again until Borrower again maintains the requirements for Net Depositor
      under this Agreement for a minimum of two (2) consecutive fiscal
      quarters.




“ **Net
      Daily Depositor** ”
means
      Borrower as of the end of each Business Day in which (a) the sum of such
      Borrower’s unrestricted cash and investments maintained with Bank and Bank’s
      Affiliates in the United States for such Business Day (provided that Bank has
      a
      fixed charge over the account in which such cash is held) is greater than (b)
      the daily average Obligations as of such Business Day.




“ **Subsequent
      Financing** ”
means
      the next round of private equity financing closing after June 6,
      2007.




“ **Supplemental
      Closing Date** ”
means
      August __, 2007




5


Each
      reference to “Quick Ratio” in the Loan Agreement is hereby deleted in its
      entirety and replaced with the term “Adjusted Quick Ratio”.




Each
      reference to “Tekes” in the Loan Agreement is hereby deleted in its
      entirety.




Each
      reference to “Unused Revolving Line Facility Fee” in the Loan Agreement is
      hereby deleted in its entirety.




**2.12**  Compliance
      Certificate. The
      Compliance Certificate attached to the Loan Agreement as Exhibit E is replaced
      in its entirety with the Compliance Certificate attached hereto as Exhibit
      E.
      From and after the date hereof, all references in the Loan Agreement to the
      Compliance Certificate shall mean the Compliance Certificate in Exhibit E
      attached hereto.




**3**  Limitation
      of Amendments.




**3.1**  The
      amendments set forth in Section 2, above, are effective for the purposes
      set forth herein and shall be limited precisely as written and shall not be
      deemed to (a) be a consent to any amendment, waiver or modification of any
      other term or condition of any Loan Document, or (b) otherwise prejudice
      any right or remedy which Bank may now have or may have in the future under
      or
      in connection with any Loan Document.




**3.2**  This
      Amendment shall be construed in connection with and as part of the Loan
      Documents and all terms, conditions, representations, warranties, covenants
      and
      agreements set forth in the Loan Documents, except as herein amended, are hereby
      ratified and confirmed and shall remain in full force and effect.




**4**  Representations
      and Warranties .
      To
      induce Bank to enter into this Amendment, each Borrower hereby represents and
      warrants to Bank as follows:




**4.1**  Immediately
      after giving effect to this Amendment (a) the representations and
      warranties contained in the Loan Documents are true, accurate and complete
      in
      all material respects as of the date hereof (except to the extent such
      representations and warranties relate to an earlier date, in which case they
      are
      true and correct as of such date), and (b) no Event of Default has occurred
      and is continuing;




**4.2**  Each
      Borrower has the power and authority to execute and deliver this Amendment
      and
      to perform its obligations under the Loan Agreement, as amended by this
      Amendment;




**4.3**  The
      organizational documents of each Borrower delivered to Bank on the Effective
      Date remain true, accurate and complete and have not been amended, supplemented
      or restated and are and continue to be in full force and effect;




**4.4**  The
      execution and delivery by each Borrower of this Amendment and the performance
      by
      each Borrower of its obligations under the Loan Agreement, as amended by this
      Amendment, have been duly authorized;




**4.5**  The
      execution and delivery by each Borrower of this Amendment and the performance
      by
      each Borrower of its obligations under the Loan Agreement, as amended by this
      Amendment, do not and will not contravene (a) any law or regulation binding
      on or affecting Borrower, (b) any contractual restriction with a Person
      binding on Borrower, (c) any order, judgment or decree of any court or
      other governmental or public body or authority, or subdivision thereof, binding
      on Borrower, or (d) the organizational documents of Borrower;




**4.6**  The
      execution and delivery by each Borrower of this Amendment and the performance
      by
      each Borrower of its obligations under the Loan Agreement, as amended by this
      Amendment, do not require any order, consent, approval, license, authorization
      or validation of, or filing, recording or registration with, or exemption by
      any
      governmental or public body or authority, or subdivision thereof, binding on
      Borrower, except as already has been obtained or made; and




**4.7**  This
      Amendment has been duly executed and delivered by each Borrower and is the
      binding obligation of each Borrower, enforceable against each Borrower in
      accordance with its terms, except as such enforceability may be limited by
      bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar
      laws of general application and equitable principles relating to or affecting
      creditors’ rights.




6


**5**  **Counterparts.** This
      Amendment may be executed in any number of counterparts and all of such
      counterparts taken together shall be deemed to constitute one and the same
      instrument.




**6**  **Effectiveness.** This
      Amendment shall be deemed effective upon (a) the due execution and delivery
      to
      Bank of this Amendment by Borrower, and (b) the due execution and delivery
      to Bank of Bank’s Invoice by Borrower, authorizing Bank to debit Borrower’s
      account for (i) the $10,000 portion of the Supplemental Commitment Fee due
      on
      the date hereof, (ii) a $10,000 amendment fee due on the date hereof in
      connection with this Amendment and (iii) Bank’s
      legal fees and expenses in connection with the negotiation and preparation
      of
      this Amendment in the amount of $9,750 .




[Signature
      page follows.]





7


**In
      Witness Whereof,**  the
      parties hereto have caused this Amendment to be duly executed and delivered
      as
      of the date first written above.




**BANK**SILICON
                VALLEY BANKBy:
            /s/
                ANTHONY BARRETTName:
                Anthony BarrettTitle:
                VP


**US
                BORROWER**AIRSPAN
                  NETWORKS, INC.By:
              /s/
                  ARTHUR LEVINEName:
                  Arthur LevineTitle:
                    VP Finance & Controller
 **UK
                    BORROWER**AIRSPAN
                      NETWORKS, INC.By:
                  /s/
                      DAVID BRANTName:
                      David BrantTitle:
                          Director
  8