Private
        and Confidential

      


      February
        7, 2008

      


      


      Padraig
        Declan J. Byrne

      8225
        NE
        115th
        Way

      Kirkland,
        WA 98034

      


      


      Dear
        Declan:

      


      We
        are
        pleased to present to you this offer to join Airspan Networks Inc as Chief
        Marketing Officer, reporting to Eric Stonestrom, President & Chief Executive
        Officer. The position will be based in our Corporate Headquarters in Boca
        Raton,
        Florida, effective Feburary 25, 2008. 

      


      Compensation

      


      This
        position offers a starting salary of US$215,000 per annum, to be paid biweekly.
        The salary will thereafter be subject to periodic reviews, the first of which
        is
        expected to be in April, 2009. Thereafter your salary will be reviewed annually
        in April. 

      


      Incentive
        Compensation

      


      You
        will
        be eligible for incentive compensation in accordance with Airspan’s executive
        bonus compensation plan in effect from time to time. The 2008 plan provides
        an
        on-target bonus for your position of 50% of the base salary. This bonus will
        be
        paid to you based on a full 12 months if you commence employment by March
        31,
        2008. 

      


      Place
        of Work

      


      Your
        normal place of work will be the Corporate Office in Boca Raton, Florida.
        Upon
        acceptance of this offer, you will be required to relocate to Florida by
        June,
        30 2008. During the interim, you may work 5 days (1 week) per month in Seattle,
        and must travel to/from  Seattle
        to Florida the remaining days at your expense. 

       

      Stock
        Options

      


      In
        addition to this cash compensation, and subject to approval by Airspan’s Board
        of Directors, you will be presented with the option to purchase 250,000 shares
        in Airspan Networks Inc. common stock. The Board will establish the effective
        date of the option grant and the method for setting the option price (the
        grant
        date is likely to be two working days after Airspan’s first quarterly earnings
        release following your start date and the price is expected to be the market
        price at the close of business on the effective date of the grant).



      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      After
        Board approval, you will be provided with Airspan’s standard Non-Qualified Stock
        Option Agreement for Employees, which will govern the terms and conditions
        of
        the award. Subject to the provisions of that agreement, on the first anniversary
        of the grant date, 25% of the options will vest in you; the remaining 75%
        will
        vest in monthly increments over the following three years.

      


      In
        addition to these initial grants of options, you will be eligible for additional
        grants under the Plan as may be determined by the Board in the
        future.

      


      Employee
        Stock Purchase Plan

      


      You
        will
        also have the right to purchase shares in the Company’s common stock under the
        Employee Stock Purchase Plan. The next opportunity for enrolment in the Plan
        will be on August 15, 2008. Details will be forwarded to you before that
        date.


      


      Benefits

      


      Other
        benefits include; Medical, Dental, Life Insurance, STD and LTD. You will
        be
        eligible to enroll in these benefits the first of the month following a 30
        day
        waiting period. You will also have the opportunity to enroll in Airspan’s 401K
        Plan once you have completed 6 months of service. Details regarding the plan
        will be forwarded to you prior to your enrollment date.

      


      You
        will
        be entitled to three weeks vacation plus customary holidays.

      


      Relocation
        

      


      We
        will
        provide you with up to $15,000 of bona fide expenses to be covered, with
        tax
        gross up if needed, against real receipts. Any hotel accommodations incurred
        in
        Florida before the relocation will be included in this sum. The company will
        separately pay for and gross up a temporary apartment for the period from
        March
        to the end of June.

       

      Upon
        relocation to Florida, you will be paid an additional $25,000 (taxable income).
        This payment must be refunded back to Airspan should you resign within 12
        months
        of your employment date. 

      


      Contract
        of Employment

      


      This
        offer is contingent upon a satisfactory background and reference
        check.

      


      This
        is
        an “At-Will” contract of employment which may be terminated at any time, by
        either party, by giving two weeks notice.

      


      You
        will
        be entitled to three months severance payment of your base salary in your
        first
        year of service and six months of severance thereafter in the case of
        termination without case. 


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      The
        Company reserves the right to terminate your employment without notice in
        the
        case of gross misconduct. Gross misconduct includes (but is not limited to)
        dishonesty, fraud, breach of Company confidentiality, gross negligence and
        action in any other way, which could bring either yourself or the Company
        into
        disrepute.

      


      Confidentiality

      


      On
        or
        before your first day of employment, you will be required to sign and abide
        by
        the Confidentiality Agreement.

      


      Acceptance

      


      This
        offer expires February 18th,
        2008.
        We require your acceptance by this date. This offer is contingent on your
        ability to perform the job duties from a statutory perspective.

       

      On
        acceptance, please complete the enclosed Confidentiality and Proprietary
        Information Agreement. You are also required to read the enclosed Code of
        Business Conduct, sign the final page and return together with the signed
        copy
        of the contract, as mentioned above, in order that arrangements for your
        commencement may be made and communicated to you. 

      


      You
        must
        also complete the enclosed Authorization Form for Consumer Reports (background
        check) and return to our Boca Raton office (Attention: Debbie Simon, HR
        Director) as quickly as possible. 

      


      May
        I
        take this opportunity to welcome you to Airspan Networks Inc and wish you
        every
        success for the future. If there is anything you wish to discuss, please
        do not
        hesitate to contact me.

      


      Yours
        sincerely

      


      


      Eric
        Stonestrom

      President
        & Chief Executive Office

      


      


      
        	
                Accepted
                  

              	 
	 	
                Date

              	 
	 
	 	
                Padraig
                  Declan J. Byrne