OPTION
      AGREEMENT A - AIRSPAN NETWORKS INC.

     

    Non-Qualified
      Stock Option Agreement for 

    Employees


    


    
      	
              Employee/Optionee:

            	
              «Fname»
                «Surname»

            
	 	 
	
              Number
                of shares of Common 

            	 
	
              Stock
                subject to this Agreement:

            	
              «Options»

            


    

     

    Pursuant
      to the Airspan Networks Inc. Omnibus Equity Compensation Plan (the "Plan"),
      the
      Compensation Committee (the "Committee") of the Board of Directors of Airspan
      Networks Inc. (the "Company") has granted to you on this date an option (the
      "Option") to purchase the number of shares of the Company's Common Stock, $.0003
      par value ("Common Stock"), set forth above. Such shares (as the same may be
      adjusted as described in Section 10 below) are herein referred to as the
      "Option Shares". 

    


    The
      Option shall constitute and be treated at all times by you and the Company
      as a
      "non-qualified stock option" for U.S. Federal income tax purposes and shall
      not
      constitute and shall not be treated as an "incentive stock option" as defined
      under Section 422(b) of the Internal Revenue Code of 1986, as amended (the
      "Code"). 

    


    The
      terms
      and conditions of the Option are set out below.

    


    
      	
              1.

            	
              Date
                of Grant. 

            


    

    


    The
      Option is granted to you as of «Grant_Date».

    


    
      	
              2.

            	
              Termination
                of Option. 

            


    

    


    Except
      as
      provided below, your right to exercise the Option (and to purchase the Option
      Shares) shall expire and terminate in all events on the earliest of (i) ten
      (10)
      years from the date of grant, or (ii) the date provided in Section 8 below
      in
      the event you cease to be employed by the Company or any subsidiary or affiliate
      thereof. Provided, however, that notwithstanding clauses (i) and (ii) and
      anything else to the contrary in this Agreement, if you are employed by the
      Company or any subsidiary or affiliate of the Company immediately before a
      Change in Control (as defined in Section 4(b) below), and if the Company or
      any
      successor, assign, or purchaser thereof does not either (A) continue your
      Option (as adjusted, if necessary, to retain its pre Change in Control economic
      value and aggregate "spread" between the Option Shares' fair market value and
      exercise price) or (B) grant you a new Option of at least equivalent economic
      value, aggregate "spread," and other terms and conditions as your pre Change
      in
      Control Option, then you will automatically vest in an additional 50% of any
      remaining unvested Options that you may hold, and, notwithstanding anything
      herein to the contrary, you may exercise all such vested Options (together
      with
      any other previously or subsequently vested Options) until the later of (i)
      the
      date specified in Section 8 below or (ii) one (1) year from such Change in
      Control, but in no event longer than ten (10) years from the original date
      of
      grant. 


    
      
        
        

      

      
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              3.

            	
              Option
                Price. 

            


    

    


    The
      purchase price to be paid upon the exercise of the Option is «F8»
      per
      share (subject to adjustment as provided in Section 10 hereof), which is equal
      to the Fair Market Value of a share of Common Stock on the date of
      grant.

    


    
      	
              4.

            	
              Vesting.
                

            


    

    


    
      	(a)	
              Unless
                otherwise accelerated upon a Change in Control as provided for in
                Section
                2 above, upon the one (1) year anniversary of«Grant_Date_2»
                the Option shall become exercisable to purchase ("vest with respect
                to")
                25% of the total number of Option Shares, and, after the first such
                anniversary date, shall vest each month (as of the monthly anniversary
                of
                that date) for the next 36 months with respect to an additional 1/48
                of
                the total number of Option Shares (rounded to the nearest whole share),
                such that 100% of the Option Shares will vest in four (4) years.
                

            


    

    


    
      	
              (b)

            	
              For
                purposes hereof, a "Change in Control" shall be deemed to have occurred
                if
                the conditions set forth in any one of the following paragraphs shall
                have
                been satisfied:

            


    

    


    
      	 	
              (1)

            	
              Any
                Person becomes the beneficial owner of shares having 50% or more
                of the
                total number of votes that may be cast for the election of directors
                of
                the Company; or 

            


    

    


    
      	 	
              (2)

            	
              As
                a result of, or in connection with, any tender or exchange offer,
                merger
                or other business combination, sale of assets or contested election,
                or
                any combination of the foregoing (a "Transaction"), the persons who
                were
                directors of the Company before the Transaction shall cease to constitute
                a majority of the Board of Directors of the Company or any successor
                to
                the Company or its assets; or 

            


    

    


    
      	 	
              (3)

            	
              If
                at any time (i) the Company shall consolidate with, or merge with,
                any
                other person and the Company shall not be the continuing or surviving
                corporation, (ii) any Person shall consolidate with, or merge with,
                the Company and the Company shall be the continuing or surviving
                corporation and in connection therewith, all or part of the outstanding
                stock shall be changed into or exchanged for stock or other securities
                of
                any other Person or cash or any other property, (iii) the Company
                shall be a party to a statutory share exchange with any other Person
                after
                which the Company is a Subsidiary of any other Person, or (iv) the
                Company shall sell or otherwise transfer 50% or more of the assets
                or
                earnings power of the Company and its subsidiaries (taken as a whole)
                to
                any Person or Persons. The term "Person" shall have the meaning ascribed
                to such term in Section 3(a)(9) of the Securities Exchange Act of
                1934
                ("Exchange Act") and used in Sections 13(d) and 14(d) thereof, including
                a
                "group" as defined in Section 13(d)
                thereof.

            


    


    
      
        
        

      

      
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              (c)

            	
              If
                a Change in Control occurs and the Company fails to remain in existence,
                the Option shall become an obligation of the person succeeding to
                the
                business of the Company or otherwise responsible for the Company's
                obligations.

            


    

    


    
      	
              (d)

            	
              Nothing
                in this Agreement pertaining to a Change in Control shall limit or
                restrict the rights otherwise provided to you in this Agreement or
                the
                exercisability of the Option.

            


    

    


    
      	
              5.

            	
              Additional
                Provisions Relating to Exercise.


            


    

    


    Once
      you
      become entitled to exercise the Option (and purchase Option Shares) as provided
      in Section 4 hereof, such right will continue until the date on which the Option
      expires and terminates pursuant to Section 2 hereof.

    


    
      	
              6.

            	
              Exercise
                of Option. 

            


    

    


    
      	
              (a)

            	
              An
                Option may be exercised by giving written notice of exercise to the
                Company specifying the number of shares to be purchased. Such notice
                must
                be signed and dated and be accompanied by payment in full of the
                exercise
                price. If a person other than you exercises the Option, such person
                shall
                submit proof satisfactory to the Company of the right of such person
                to
                exercise the Option.

            


    

    


    
      	
              (b)

            	
              To
                exercise the Option, you must use one of the payment methods specified
                below at the date of exercise. Payment of the full exercise price
                must be
                accompanied by payment, if you are subject to taxes in the USA, of
                the
                applicable income tax and social security payments, and, if you are
                subject to taxes in the United Kingdom, by both primary (employee's)
                and
                secondary (employer's) Class 1 National Insurance Contributions ("NIC's"),
                together with any other taxes to which you may be subjected arising
                on the
                exercise of the Options to the extent permitted by law (the "Tax
                Indemnity"). Unless otherwise agreed to by the Committee, payment
                of the
                option price and payment in respect of the Tax Indemnity must be
                made by
                (i) cashier's check or wire transfer to the Company’s bank account, (ii)
                by shares of Common Stock already owned by you (provided, that for
                any
                such shares that you acquired pursuant to an option issued to you
                by the
                Company, you have held such shares for at least six months), or (iii)
                by a
                cashless exercise transaction whereby you simultaneously exercise
                an
                Option, sell the shares of the Common Stock thereby acquired, and
                use the
                proceeds from such sale for payment of the exercise price; provided,
                however,
                that with the prior approval of the Committee, payment of such option
                price and/or Tax Indemnity may instead be made, in whole or in part,
                by
                the delivery to the Company of a promissory note in a form and amount
                satisfactory to the Committee, provided that the principal amount
                of such
                note shall not exceed the excess of such aggregate option price and
                Tax
                Indemnity obligation over the aggregate par value of the purchased
                Option
                Shares. The Option shall be deemed to be exercised upon receipt by
                the
                Company of both the required written notice and full payment of the
                exercise price and any other amounts required
                above.

            


    


    
      
        
        

      

      
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              (c)

            	
              Subject
                to the other applicable provisions of this Agreement and the Plan,
                the
                Company shall issue a certificate or certificates representing the
                number
                of Option Shares to which the person exercising the Option is entitled
                as
                soon as practicable after the date of exercise. Unless the person
                exercising the Option otherwise directs the Company in writing, the
                certificate or certificates will be registered in your
                name.

            


    

    


    
      	
              (d)

            	
              Notwithstanding
                anything to the contrary in this Agreement, no shares of stock purchased
                upon exercise of the Option, and no certificate representing such
                shares,
                shall be issued or delivered if (a) such shares have not been admitted
                to
                listing upon official notice of issuance on each stock exchange,
                if any,
                upon which shares of that class are then listed, or (b) in the
                opinion of counsel to the Company, such issuance or delivery would
                (i) cause the Company to be in violation of or to incur liability
                under any federal, state or other securities law, or any other requirement
                of law or any requirement of any stock exchange regulations or listing
                agreement to which the Company is a party, or of any administrative
                or
                regulatory body having jurisdiction over the Company or (ii) require
                registration (apart from any registrations as have been theretofore
                completed by the Company covering such shares) under any federal,
                state,
                or other securities or similar law.

            


    

    


    
      	
              7.

            	
              Transferability
                of Option. 

            


    

    


    The
      Option may not be transferred by you (other than by will or the laws of descent
      and distribution or a domestic relations order) and may be exercised during
      your
      lifetime only by you (or your personal representative) or by a spouse or former
      spouse under a domestic relations order. For purposes of this Section, a
‘domestic relations order’ is an order that (i) relates to the division of
      marital property rights with a spouse or former spouse and (ii) made pursuant
      to
      a State domestic relations law. 


    
      
        
        

      

      
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              8.

            	
              Termination
                of Employment. 

            


    

    


    
      	
            	(a)	
              In
                the event that (i) the Company or any subsidiary, affiliate, or parent
                thereof terminates your employment, or (ii) you terminate your
                employment for
                any reason whatsoever (other than as a result of your death or total
                and
                permanent disability (as determined by the Company or its designated
                representative)), then the Option may only be exercised within ninety
                (90)
                days after the date you cease to be so employed, and only to the
                same
                extent that you were entitled to exercise the Option on the date
                you
                ceased to be so employed by reason of such termination and had not
                previously done so.

            


    

    


    
      	
            	(b)	
              In
                the event that you cease to be employed by the Company or any subsidiary,
                affiliate, or parent thereof by reason of total and permanent disability
                (as determined by the Company or its designated representative),
                then the
                Option may only be exercised within one year after the date you cease
                to
                be so employed, and only to the same extent that you were entitled
                to
                exercise the Option on the date you ceased to be so employed by reason
                of
                such disability and had not previously done
                so.

            


    

    


    
      	
            	(c)	
              In
                the event that you die while employed by the Company or any subsidiary,
                affiliate, or parent thereof (or die within a period of one year
                after
                ceasing to be employed by the Company or any subsidiary, affiliate,
                or
                parent thereof by reason of disability (as described in Section 8(b)
                hereof) or within 90 days of ceasing to be so employed for any other
                reason), the Option may only be exercised within one year after your
                death. In such event, the Option may be exercised during such one-year
                period by the executor or administrator of your estate or by any
                person
                who shall have acquired the Option through bequest or inheritance,
                but
                only to the same extent that you were entitled to exercise the Option
                immediately prior to the time of your death and you had not previously
                done so.

            


    

    


    
      	 	
              (d)

            	
              Notwithstanding
                any provision contained in this Section 8 to the contrary, (i) the
                time limits provided for in this Section 8 shall be subject to extension
                in the event of a Change in Control, to the extent provided for in
                Section
                2 hereof, and (ii) in no event may the Option be exercised to any
                extent by anyone after the tenth (10th) anniversary of the date of
                grant
                of the Option.

            


    

    


    
      	
              9.

            	
              Representations.
                

            


    


    
      
        
        

      

      
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    You
      represent and warrant that you understand the tax consequences of the granting
      of the Option to you, the acquisition of rights to exercise the Option with
      respect to any Option Shares, the exercise, release or other disposal of the
      Option and purchase of Option Shares, and the subsequent sale or other
      disposition of any Option Shares. In addition, you understand that the Company
      may be required to pay, or account for taxes in respect of any compensation
      income, or other income or gain realized by you upon exercise of the Option
      granted hereunder. To the extent that the Company is required to pay, account
      for or withhold any such taxes, then, unless both you and the Committee have
      otherwise agreed upon alternate arrangements, you hereby agree that the Company
      may deduct from any payments of any kind otherwise due to you an amount equal
      to
      the total taxes required to be so paid, accounted for or withheld (as permitted
      by law), or if such payments are inadequate to satisfy such taxes, or if no
      such
      payments are due or to become due to you, then you agree to provide the Company
      with cash funds or make other arrangements satisfactory to the Company regarding
      such payment. 

    


    If
      you
      are subject to income taxes in the United Kingdom, the offer of the Options
      contained in this Agreement is further conditional
      upon
      your agreeing at the request of the Company to enter into such written agreement
      or election with the Company and/or with any connected person of the Company
      as
      is required to procure that you will assume responsibility for such (employer's)
      Class 1 NIC's as would otherwise fall on the Company in connection with the
      grant, exercise, release or other disposal of your Options. Any failure on
      your
      part to enter into any such agreement or election within seven days of the
      date
      of receipt from the Company of a notice requiring the same, will result in
      the
      cancellation of the Options granted to you under the terms of this Agreement
      and
      pending entry by you into such agreement or election you agree that no exercise,
      or further exercise, of the Options will be permitted. 

    


    It
      is
      understood that all matters with respect to the total amount of taxes to be
      withheld in respect of any such compensation income shall be determined by
      the
      Company in its sole discretion.

    


    
      	
              10.

            	
              Adjustments.
                

            


    

    


    In
      the
      event that, after the date hereof, the outstanding shares of the Company's
      Common Stock shall be increased or decreased or changed into or exchanged for
      a
      different number or kind of shares of stock or other securities of the Company
      or of another corporation through reorganization, merger or consolidation,
      recapitalization, reclassification, stock split, split-up, combination or
      exchange of shares or declaration of any dividends payable in Common Stock,
      the
      Committee shall appropriately adjust the number of shares of Common Stock (and
      the option price per share) subject to the unexercised portion of the Option
      (to
      the nearest possible full share), and such adjustment shall be effective and
      binding for all purposes of this Agreement and the Plan.

    


    
      	
              11.

            	
              Continuation
                of Employment. 

            


    

    


    Neither
      the Plan nor the Option shall confer upon you any right to continue in the
      employ of (or any other relationship with) the Company or any subsidiary,
      affiliate, or parent thereof, or limit in any respect the right of the Company
      or any subsidiary, affiliate, or parent thereof to terminate your employment
      or
      other relationship with the Company or any subsidiary, affiliate, or parent
      thereof, as the case may be, at any time. 


    
      
        
        

      

      
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              12.

            	
              Confidentiality
                and Non-Competition.

            


    

    


    Notwithstanding
      any other provision of this Agreement, this Option may not be exercised on
      or
      after the date that (and any Option Shares acquired pursuant to this Option
      or
      the proceeds from the subsequent sale of such Shares shall be forfeited by
      you
      if) you engage in any conduct that violates any non-competition, confidentiality
      or non-solicitation provisions (a) under your employment or other agreement
      with the Company (or any of its affiliates or subsidiaries) or (b) that are
      otherwise applicable to your employment with the Company (or any of its
      affiliates or subsidiaries). You acknowledge that this Option constitutes good,
      valuable and sufficient consideration for his or her performance of those
      provisions.

     

    
      	
              13.

            	
              Stockholder
                Rights. 

            


    

    


    No
      person
      or entity shall be entitled to vote, receive dividends, or be deemed for any
      purpose the holder of any Option Shares until the Option shall have been duly
      exercised to purchase such Option Shares in accordance with the provisions
      of
      this Agreement and the applicable share certificate shall have been issued.
      

    


    
      	
              14.

            	
              Plan
                Documents. 

            


    

    


    This
      Agreement is qualified in its entirety by reference to the provisions of the
      Plan, as amended from time to time, which are hereby incorporated herein by
      reference. Capitalized terms not defined herein shall have the meaning ascribed
      to them in the Plan. However, notwithstanding the above, no Plan amendment
      may
      deprive you of any Options theretofore granted under the Plan without your
      consent, and no Plan amendment requiring shareholder approval (if any) may
      be
      made without such shareholder approval. 

    


    The
      interpretation and construction by the Committee of the Plan, this Agreement,
      the Options granted hereunder, and such rules and regulations as may be adopted
      by the Committee for the purpose of administering the Plan, shall be final
      and
      binding upon you. Until the Options shall expire, terminate, or be exercised
      in
      full, the Company shall, upon written request therefor, send a copy of the
      Plan,
      in its then-current form, to you or any other person or entity then entitled
      to
      exercise the Options.

    


    
      	
              15.

            	
              Governing
                Law. 

            


    

    


    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Washington, but without regard to the principle of conflict of laws
      thereof. If any one or more provisions of this Agreement shall be found to
      be
      illegal or unenforceable in any respect, the validity and enforceability of
      the
      remaining provisions hereof shall not in any way be affected or impaired
      thereby.


    
      
        
        

      

      
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              16.

            	
              Lock
                Up

            


    

    


    You
      acknowledge that in connection with any public offering of the Common Stock,
      the
      underwriters for the Company may require that the Company's officers, directors,
      and/or certain other shareholders not sell their shares of Common Stock for
      a
      certain period of time before or after the effectiveness of the Registration
      Statement filed in connection with such offering. You hereby agree that upon
      the
      Company's request in connection with any such public offering, that you will
      not, directly or indirectly, offer, sell, contract to sell, make subject to
      any
      purchase option, or otherwise dispose of any shares of Common Stock for a period
      requested by the underwriter or its representative, not to exceed 10
      days before
      and 180 days after the date of the effectiveness of the
      Registration Statement, without the prior written consent of the underwriter
      or
      its representative.

    


    
      	
              17.

            	
              Successors
                and Assigns. 

            


    

    


    This
      Agreement shall be binding upon and inure to the benefit of the successors
      and
      assigns of the Company and upon the legal representatives, executors,
      administrators, heirs, legatees and any permitted assignee of the
      Optionee.

    


    
      	
              18.

            	
              Notices.
                

            


    

    


    All
      notices and other communications required or permitted hereunder shall be in
      writing and deemed to have been received on the date of delivery if delivered
      by
      hand or overnight express, or three days after the date of posting if mailed
      by
      registered or certified mail, postage prepaid, addressed to the Company, c/o
      Manager of Human Resources, at 777 Yamato Rd. Suite 310, Boca Raton, Florida
      and
      to you at your address as set forth herein (or such other address to which
      the
      Company or you hereby notify the other party hereto to send such notices and
      communications). Such notices and other communications shall not be considered
      delivered until actually received or deemed received pursuant to this
      Section 17.

    


    
      	
              19.

            	
              Entire
                Agreement.

            


    

    


    This
      Agreement constitutes the entire agreement between the Company and you and
      supersedes any prior agreements and understandings, oral or written, between
      the
      Company and you concerning the subject matter of this Agreement.

    


    
      	
              20.

            	
              Construction.

            


    

    


    The
      section headings contained in this Agreement are for reference only and shall
      have no effect on the interpretation of any of the provisions of this
      Agreement.


    
      
        
        

      

      
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              21.

            	
              Amendment.

            


    

    


    This
      Agreement may (except as provided in the Plan) only be amended, altered or
      modified by a written instrument signed by the parties hereto, or their
      respective successors, and it may not be terminated (except as provided herein
      or in the Plan).

     

    Please
      acknowledge receipt of this Agreement by signing the enclosed copy of this
      Agreement in the space provided below and returning it promptly to the Secretary
      of the Company.

     

    
      	 	
              AIRSPAN
                NETWORKS INC. 

            
	 	 
	 	 
	 	 
	 	
              By:
                Eric Stonestrom

            
	 	 
	 	
              Its:
                Chief Executive Officer

            
	 	
               

            


    

     

    
      	Accepted
              and Agreed To As of Date: 	 
	 
	 	 	 
	 	
               


            	 
	
               

            	
               «Fname»
                «Surname»

            	 
	 	
              (Employee/Optionee)

            	 
	 	 	 	 
	 	
              Address:
                

            	   	 
	 	 	 	 
	 	 
	 
	 	 	 	 
	 	 
	 


    

     

    
      
        
        

      

      
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    OPTION
      AGREEMENT B - AIRSPAN NETWORKS INC.

     

    Non-Qualified
      Stock Option Agreement for 

    Employees


    


    
      	
              Employee/Optionee:

            	
              «Fname»
                «Surname»

            
	 	 
	
              Number
                of shares of Common 

            	 
	
              Stock
                subject to this Agreement:

            	
              «Options»

            


    

     

    Pursuant
      to the Airspan Networks Inc. Omnibus Equity Compensation Plan (the "Plan"),
      the
      Compensation Committee (the "Committee") of the Board of Directors of Airspan
      Networks Inc. (the "Company") has granted to you on this date an option (the
      "Option") to purchase the number of shares of the Company's Common Stock, $.0003
      par value ("Common Stock"), set forth above. Such shares (as the same may be
      adjusted as described in Section 10 below) are herein referred to as the
      "Option Shares". 

    


    The
      Option shall constitute and be treated at all times by you and the Company
      as a
      "non-qualified stock option" for U.S. Federal income tax purposes and shall
      not
      constitute and shall not be treated as an "incentive stock option" as defined
      under Section 422(b) of the Internal Revenue Code of 1986, as amended (the
      "Code"). 

    


    The
      terms
      and conditions of the Option are set out below.

    


    
      	
              22.

            	
              Date
                of Grant. 

            


    

    


    The
      Option is granted to you as of «Grant_Date».

    


    
      	
              23.

            	
              Termination
                of Option. 

            


    

    


    Except
      as
      provided below, your right to exercise the Option (and to purchase the Option
      Shares) shall expire and terminate in all events on the earliest of (i) ten
      (10)
      years from the date of grant, or (ii) the date provided in Section 8 below
      in
      the event you cease to be employed by the Company or any subsidiary or affiliate
      thereof. Provided, however, that notwithstanding clauses (i) and (ii) and
      anything else to the contrary in this Agreement, if you are employed by the
      Company or any subsidiary or affiliate of the Company immediately before a
      Change in Control you will automatically vest 100% of any remaining unvested
      Options that you may hold. Notwithstanding anything herein to the contrary,
      you
      may exercise all such vested Options until the later of (i) the date specified
      in Section 8 below or (ii) one (1) year from such Change in Control, but in
      no
      event longer than ten (10) years from the original date of grant.

     

    
      
        
        

      

      
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              24.

            	
              Option
                Price. 

            


    

    


    The
      purchase price to be paid upon the exercise of the Option is «F8»
      per
      share (subject to adjustment as provided in Section 10 hereof), which is equal
      to the Fair Market Value of a share of Common Stock on the date of
      grant.

    


    
      	
              25.

            	
              Vesting.
                

            


    

    


    
      	(a)	
              Unless
                otherwise accelerated upon a Change in Control as provided for in
                Section
                2 above, upon the one (1) year anniversary of«Grant_Date_2»
                the Option shall become exercisable to purchase ("vest with respect
                to")
                25% of the total number of Option Shares, and, after the first such
                anniversary date, shall vest each month (as of the monthly anniversary
                of
                that date) for the next 36 months with respect to an additional 1/48
                of
                the total number of Option Shares (rounded to the nearest whole share),
                such that 100% of the Option Shares will vest in four (4) years.
                

            


    

    


    
      	
              (c)

            	
              For
                purposes hereof, a "Change in Control" shall be deemed to have occurred
                if
                the conditions set forth in any one of the following paragraphs shall
                have
                been satisfied:

            


    

    


    
      	 	
              (2)

            	
              Any
                Person becomes the beneficial owner of shares having 50% or more
                of the
                total number of votes that may be cast for the election of directors
                of
                the Company; or 

            


    

    


    
      	 	
              (2)

            	
              As
                a result of, or in connection with, any tender or exchange offer,
                merger
                or other business combination, sale of assets or contested election,
                or
                any combination of the foregoing (a "Transaction"), the persons who
                were
                directors of the Company before the Transaction shall cease to constitute
                a majority of the Board of Directors of the Company or any successor
                to
                the Company or its assets; or 

            


    

    


    
      	 	
              (3)

            	
              If
                at any time (i) the Company shall consolidate with, or merge with,
                any
                other person and the Company shall not be the continuing or surviving
                corporation, (ii) any Person shall consolidate with, or merge with,
                the Company and the Company shall be the continuing or surviving
                corporation and in connection therewith, all or part of the outstanding
                stock shall be changed into or exchanged for stock or other securities
                of
                any other Person or cash or any other property, (iii) the Company
                shall be a party to a statutory share exchange with any other Person
                after
                which the Company is a Subsidiary of any other Person, or (iv) the
                Company shall sell or otherwise transfer 50% or more of the assets
                or
                earnings power of the Company and its subsidiaries (taken as a whole)
                to
                any Person or Persons. The term "Person" shall have the meaning ascribed
                to such term in Section 3(a)(9) of the Securities Exchange Act of
                1934
                ("Exchange Act") and used in Sections 13(d) and 14(d) thereof, including
                a
                "group" as defined in Section 13(d)
                thereof.

            


    


    
      
        
        

      

      
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              (c)

            	
              If
                a Change in Control occurs and the Company fails to remain in existence,
                the Option shall become an obligation of the person succeeding to
                the
                business of the Company or otherwise responsible for the Company's
                obligations.

            


    

    


    
      	
              (e)

            	
              Nothing
                in this Agreement pertaining to a Change in Control shall limit or
                restrict the rights otherwise provided to you in this Agreement or
                the
                exercisability of the Option.

            


    

    


    
      	
              26.

            	
              Additional
                Provisions Relating to Exercise.


            


    

    


    Once
      you
      become entitled to exercise the Option (and purchase Option Shares) as provided
      in Section 4 hereof, such right will continue until the date on which the Option
      expires and terminates pursuant to Section 2 hereof.

    


    
      	
              27.

            	
              Exercise
                of Option. 

            


    

    


    
      	
              (a)

            	
              An
                Option may be exercised by giving written notice of exercise to the
                Company specifying the number of shares to be purchased. Such notice
                must
                be signed and dated and be accompanied by payment in full of the
                exercise
                price. If a person other than you exercises the Option, such person
                shall
                submit proof satisfactory to the Company of the right of such person
                to
                exercise the Option.

            


    

    


    
      	
              (b)

            	
              To
                exercise the Option, you must use one of the payment methods specified
                below at the date of exercise. Payment of the full exercise price
                must be
                accompanied by payment, if you are subject to taxes in the USA, of
                the
                applicable income tax and social security payments, and, if you are
                subject to taxes in the United Kingdom, by both primary (employee's)
                and
                secondary (employer's) Class 1 National Insurance Contributions ("NIC's"),
                together with any other taxes to which you may be subjected arising
                on the
                exercise of the Options to the extent permitted by law (the "Tax
                Indemnity"). Unless otherwise agreed to by the Committee, payment
                of the
                option price and payment in respect of the Tax Indemnity must be
                made by
                (i) cashier's check or wire transfer to the Company’s bank account, (ii)
                by shares of Common Stock already owned by you (provided, that for
                any
                such shares that you acquired pursuant to an option issued to you
                by the
                Company, you have held such shares for at least six months), or (iii)
                by a
                cashless exercise transaction whereby you simultaneously exercise
                an
                Option, sell the shares of the Common Stock thereby acquired, and
                use the
                proceeds from such sale for payment of the exercise price; provided,
                however,
                that with the prior approval of the Committee, payment of such option
                price and/or Tax Indemnity may instead be made, in whole or in part,
                by
                the delivery to the Company of a promissory note in a form and amount
                satisfactory to the Committee, provided that the principal amount
                of such
                note shall not exceed the excess of such aggregate option price and
                Tax
                Indemnity obligation over the aggregate par value of the purchased
                Option
                Shares. The Option shall be deemed to be exercised upon receipt by
                the
                Company of both the required written notice and full payment of the
                exercise price and any other amounts required
                above.

            


    


    
      
        
        

      

      
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              (c)

            	
              Subject
                to the other applicable provisions of this Agreement and the Plan,
                the
                Company shall issue a certificate or certificates representing the
                number
                of Option Shares to which the person exercising the Option is entitled
                as
                soon as practicable after the date of exercise. Unless the person
                exercising the Option otherwise directs the Company in writing, the
                certificate or certificates will be registered in your
                name.

            


    

    


    
      	
              (d)

            	
              Notwithstanding
                anything to the contrary in this Agreement, no shares of stock purchased
                upon exercise of the Option, and no certificate representing such
                shares,
                shall be issued or delivered if (a) such shares have not been admitted
                to
                listing upon official notice of issuance on each stock exchange,
                if any,
                upon which shares of that class are then listed, or (b) in the
                opinion of counsel to the Company, such issuance or delivery would
                (i) cause the Company to be in violation of or to incur liability
                under any federal, state or other securities law, or any other requirement
                of law or any requirement of any stock exchange regulations or listing
                agreement to which the Company is a party, or of any administrative
                or
                regulatory body having jurisdiction over the Company or (ii) require
                registration (apart from any registrations as have been theretofore
                completed by the Company covering such shares) under any federal,
                state,
                or other securities or similar law.

            


    

    


    
      	
              28.

            	
              Transferability
                of Option. 

            


    

    


    The
      Option may not be transferred by you (other than by will or the laws of descent
      and distribution or a domestic relations order) and may be exercised during
      your
      lifetime only by you (or your personal representative) or by a spouse or former
      spouse under a domestic relations order. For purposes of this Section, a
‘domestic relations order’ is an order that (i) relates to the division of
      marital property rights with a spouse or former spouse and (ii) made pursuant
      to
      a State domestic relations law. 


    
      
        
        

      

      
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              29.

            	
              Termination
                of Employment. 

            


    

    


    
      	
            	(a)	
              In
                the event that (i) the Company or any subsidiary, affiliate, or parent
                thereof terminates your employment, or (ii) you terminate your
                employment for
                any reason whatsoever (other than as a result of your death or total
                and
                permanent disability (as determined by the Company or its designated
                representative)), then the Option may only be exercised within ninety
                (90)
                days after the date you cease to be so employed, and only to the
                same
                extent that you were entitled to exercise the Option on the date
                you
                ceased to be so employed by reason of such termination and had not
                previously done so.

            


    

    


    
      	
            	(b)	
              In
                the event that you cease to be employed by the Company or any subsidiary,
                affiliate, or parent thereof by reason of total and permanent disability
                (as determined by the Company or its designated representative),
                then the
                Option may only be exercised within one year after the date you cease
                to
                be so employed, and only to the same extent that you were entitled
                to
                exercise the Option on the date you ceased to be so employed by reason
                of
                such disability and had not previously done
                so.

            


    

    


    
      	
            	(c)	
              In
                the event that you die while employed by the Company or any subsidiary,
                affiliate, or parent thereof (or die within a period of one year
                after
                ceasing to be employed by the Company or any subsidiary, affiliate,
                or
                parent thereof by reason of disability (as described in Section 8(b)
                hereof) or within 90 days of ceasing to be so employed for any other
                reason), the Option may only be exercised within one year after your
                death. In such event, the Option may be exercised during such one-year
                period by the executor or administrator of your estate or by any
                person
                who shall have acquired the Option through bequest or inheritance,
                but
                only to the same extent that you were entitled to exercise the Option
                immediately prior to the time of your death and you had not previously
                done so.

            


    

    


    
      	 	
              (e)

            	
              Notwithstanding
                any provision contained in this Section 8 to the contrary, (i) the
                time limits provided for in this Section 8 shall be subject to extension
                in the event of a Change in Control, to the extent provided for in
                Section
                2 hereof, and (ii) in no event may the Option be exercised to any
                extent by anyone after the tenth (10th) anniversary of the date of
                grant
                of the Option.

            


    

    


    
      	
              30.

            	
              Representations.
                

            


    


    
      
        
        

      

      
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          18

        
          

        

      

      
        
        

      

    

     

    

    
 

    You
      represent and warrant that you understand the tax consequences of the granting
      of the Option to you, the acquisition of rights to exercise the Option with
      respect to any Option Shares, the exercise, release or other disposal of the
      Option and purchase of Option Shares, and the subsequent sale or other
      disposition of any Option Shares. In addition, you understand that the Company
      may be required to pay, or account for taxes in respect of any compensation
      income, or other income or gain realized by you upon exercise of the Option
      granted hereunder. To the extent that the Company is required to pay, account
      for or withhold any such taxes, then, unless both you and the Committee have
      otherwise agreed upon alternate arrangements, you hereby agree that the Company
      may deduct from any payments of any kind otherwise due to you an amount equal
      to
      the total taxes required to be so paid, accounted for or withheld (as permitted
      by law), or if such payments are inadequate to satisfy such taxes, or if no
      such
      payments are due or to become due to you, then you agree to provide the Company
      with cash funds or make other arrangements satisfactory to the Company regarding
      such payment. 

    


    If
      you
      are subject to income taxes in the United Kingdom, the offer of the Options
      contained in this Agreement is further conditional
      upon
      your agreeing at the request of the Company to enter into such written agreement
      or election with the Company and/or with any connected person of the Company
      as
      is required to procure that you will assume responsibility for such (employer's)
      Class 1 NIC's as would otherwise fall on the Company in connection with the
      grant, exercise, release or other disposal of your Options. Any failure on
      your
      part to enter into any such agreement or election within seven days of the
      date
      of receipt from the Company of a notice requiring the same, will result in
      the
      cancellation of the Options granted to you under the terms of this Agreement
      and
      pending entry by you into such agreement or election you agree that no exercise,
      or further exercise, of the Options will be permitted. 

    


    It
      is
      understood that all matters with respect to the total amount of taxes to be
      withheld in respect of any such compensation income shall be determined by
      the
      Company in its sole discretion.

    


    
      	
              31.

            	
              Adjustments.
                

            


    

    


    In
      the
      event that, after the date hereof, the outstanding shares of the Company's
      Common Stock shall be increased or decreased or changed into or exchanged for
      a
      different number or kind of shares of stock or other securities of the Company
      or of another corporation through reorganization, merger or consolidation,
      recapitalization, reclassification, stock split, split-up, combination or
      exchange of shares or declaration of any dividends payable in Common Stock,
      the
      Committee shall appropriately adjust the number of shares of Common Stock (and
      the option price per share) subject to the unexercised portion of the Option
      (to
      the nearest possible full share), and such adjustment shall be effective and
      binding for all purposes of this Agreement and the Plan.

    


    
      	
              32.

            	
              Continuation
                of Employment. 

            


    

    


    Neither
      the Plan nor the Option shall confer upon you any right to continue in the
      employ of (or any other relationship with) the Company or any subsidiary,
      affiliate, or parent thereof, or limit in any respect the right of the Company
      or any subsidiary, affiliate, or parent thereof to terminate your employment
      or
      other relationship with the Company or any subsidiary, affiliate, or parent
      thereof, as the case may be, at any time. 


    
      
        
        

      

      
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              33.

            	
              Confidentiality
                and Non-Competition.

            


    

    


    Notwithstanding
      any other provision of this Agreement, this Option may not be exercised on
      or
      after the date that (and any Option Shares acquired pursuant to this Option
      or
      the proceeds from the subsequent sale of such Shares shall be forfeited by
      you
      if) you engage in any conduct that violates any non-competition, confidentiality
      or non-solicitation provisions (a) under your employment or other agreement
      with the Company (or any of its affiliates or subsidiaries) or (b) that are
      otherwise applicable to your employment with the Company (or any of its
      affiliates or subsidiaries). You acknowledge that this Option constitutes good,
      valuable and sufficient consideration for his or her performance of those
      provisions.

     

    
      	
              34.

            	
              Stockholder
                Rights. 

            


    

    


    No
      person
      or entity shall be entitled to vote, receive dividends, or be deemed for any
      purpose the holder of any Option Shares until the Option shall have been duly
      exercised to purchase such Option Shares in accordance with the provisions
      of
      this Agreement and the applicable share certificate shall have been issued.
      

    


    
      	
              35.

            	
              Plan
                Documents. 

            


    

    


    This
      Agreement is qualified in its entirety by reference to the provisions of the
      Plan, as amended from time to time, which are hereby incorporated herein by
      reference. Capitalized terms not defined herein shall have the meaning ascribed
      to them in the Plan. However, notwithstanding the above, no Plan amendment
      may
      deprive you of any Options theretofore granted under the Plan without your
      consent, and no Plan amendment requiring shareholder approval (if any) may
      be
      made without such shareholder approval. 

    


    The
      interpretation and construction by the Committee of the Plan, this Agreement,
      the Options granted hereunder, and such rules and regulations as may be adopted
      by the Committee for the purpose of administering the Plan, shall be final
      and
      binding upon you. Until the Options shall expire, terminate, or be exercised
      in
      full, the Company shall, upon written request therefor, send a copy of the
      Plan,
      in its then-current form, to you or any other person or entity then entitled
      to
      exercise the Options.

    


    
      	
              36.

            	
              Governing
                Law. 

            


    

    


    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Washington, but without regard to the principle of conflict of laws
      thereof. If any one or more provisions of this Agreement shall be found to
      be
      illegal or unenforceable in any respect, the validity and enforceability of
      the
      remaining provisions hereof shall not in any way be affected or impaired
      thereby.


    
      
        
        

      

      
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              37.

            	
              Lock
                Up

            


    

    


    You
      acknowledge that in connection with any public offering of the Common Stock,
      the
      underwriters for the Company may require that the Company's officers, directors,
      and/or certain other shareholders not sell their shares of Common Stock for
      a
      certain period of time before or after the effectiveness of the Registration
      Statement filed in connection with such offering. You hereby agree that upon
      the
      Company's request in connection with any such public offering, that you will
      not, directly or indirectly, offer, sell, contract to sell, make subject to
      any
      purchase option, or otherwise dispose of any shares of Common Stock for a period
      requested by the underwriter or its representative, not to exceed 10
      days before
      and 180 days after the date of the effectiveness of the
      Registration Statement, without the prior written consent of the underwriter
      or
      its representative.

    


    
      	
              38.

            	
              Successors
                and Assigns. 

            


    

    


    This
      Agreement shall be binding upon and inure to the benefit of the successors
      and
      assigns of the Company and upon the legal representatives, executors,
      administrators, heirs, legatees and any permitted assignee of the
      Optionee.

    


    
      	
              39.

            	
              Notices.
                

            


    

    


    All
      notices and other communications required or permitted hereunder shall be in
      writing and deemed to have been received on the date of delivery if delivered
      by
      hand or overnight express, or three days after the date of posting if mailed
      by
      registered or certified mail, postage prepaid, addressed to the Company, c/o
      Manager of Human Resources, at 777 Yamato Rd. Suite 310, Boca Raton, Florida
      and
      to you at your address as set forth herein (or such other address to which
      the
      Company or you hereby notify the other party hereto to send such notices and
      communications). Such notices and other communications shall not be considered
      delivered until actually received or deemed received pursuant to this
      Section 17.

    


    
      	
              40.

            	
              Entire
                Agreement.

            


    

    


    This
      Agreement constitutes the entire agreement between the Company and you and
      supersedes any prior agreements and understandings, oral or written, between
      the
      Company and you concerning the subject matter of this Agreement.

    


    
      	
              41.

            	
              Construction.

            


    

    


    The
      section headings contained in this Agreement are for reference only and shall
      have no effect on the interpretation of any of the provisions of this
      Agreement.


    
      
        
        

      

      
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              42.

            	
              Amendment.

            


    

    


    This
      Agreement may (except as provided in the Plan) only be amended, altered or
      modified by a written instrument signed by the parties hereto, or their
      respective successors, and it may not be terminated (except as provided herein
      or in the Plan).

     

    Please
      acknowledge receipt of this Agreement by signing the enclosed copy of this
      Agreement in the space provided below and returning it promptly to the Secretary
      of the Company.

     

    
      	 	
              AIRSPAN
                NETWORKS INC. 

            
	 	 
	 	 
	 	 
	 	
              By:
                Eric Stonestrom

            
	 	 
	 	
              Its:
                Chief Executive Officer

            


    

     

    
      	Accepted
              and Agreed To As of Date: 	 
	 
	 	 	 
	 	
               


            	 
	
               

            	
               «Fname»
                «Surname»

            	 
	 	
              (Employee/Optionee)

            	 
	 	 	 	 
	 	
              Address:
                

            	   	 
	 	 	 	 
	 	 
	 
	 	 	 	 
	 	 
	 


    

    

      
        
          
          

        

        
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