<PAGE>

                                                                    Exhibit 10.9

DATED                                                                       1998
--------------------------------------------------------------------------------



                       BLOCKBUSTER ENTERTAINMENT LIMITED

                                    - and -

                        AIRSPAN COMMUNICATIONS LIMITED



                           AGREEMENT FOR UNDERLEASE
                           ------------------------

                                  relating to
                               Unit 1 The Island
                           Hilton Industrial Estate
                            Riverside Way Uxbridge


                            Brook Street Des Roches
                              1 Des Roches Square
                              Witney Oxon OX8 6BE
               (Ref: RC.EH.BB. Uxbridge Agree Lse.doc 30/10/98)
<PAGE>

THIS AGREEMENT is made the _____ day of ___________ 1998

BETWEEN:

(1)  "The Landlord"  BLOCKBUSTER ENTERTAINMENT LIMITED whose registered office
                     is at 45 Riverside Way Uxbridge Middlesex UB8 2YF

(2)  "The Tenant"    AIRSPAN COMMUNICATIONS LIMITED of [        ]

NOW IT IS AGREED as follows:

1.   DEFINITIONS AND INTERPRETATION

     1.1  "the Premises"      means all those premises situate at and known as
                              Unit 1 The Island Hilton Industrial Estate
                              Riverside Way Uxbridge more particularly described
                              in the Lease hereinafter mentioned

     1.2  "the Landlord"      includes the successors in title of the Landlord
                              to the Premises and any other person who is at any
                              time entitled to the reversion immediately
                              expectant on the term agreed to be granted by this
                              Agreement

     1.3  "the Tenant"        does not include the personal representatives or
                              any other successors in title of the Tenant

                                      -2-
<PAGE>

     1.4  "the Completion Date"    means the 15 day of February 1999 or if later
                                   the working day following the Conditional
                                   Date

     1.5  "the Lease"              means an underlease of the Premises for a
                                   term of years expiring on the 22 day of June
                                   2006 at an initial rent of (Pounds)157,500.00
                                   (one hundred and fifty seven thousand five
                                   hundred pounds) per annum such underlease to
                                   be in the form of the draft annexed to this
                                   Agreement and initialled by or on behalf of
                                   the parties hereto

     1.6  "Rent Commencement Date" means a date which is six months from

          1.6.1                    (if the Lease is completed on the Completion
                                   Date) the Completion Date

          1.6.2                    (if the Lease is not completed until after
                                   the Completion Date solely because of any
                                   failure by the Landlord for any reason to
                                   comply with his obligations under this
                                   Agreement) the date on which the Lease is;
                                   completed

          1.6.3                    (if the Lease is not completed until after
                                   the Completion Date solely because of any
                                   failure by the Tenant for any reason to
                                   comply with his obligations under this
                                   Agreement) the Completion Date

                                      -3-
<PAGE>

          1.6.4                    (in any other case) the date on which the
                                   Lease is completed


     1.7  "Bank Guarantee"         means a guarantee equivalent to the initial
                                   annual rent and term as referred to in clause
                                   1.5 above and provided by Lloyds Bank in a
                                   form of the draft annexed hereto

     1.8  "Conditional Date"       means the date on which the License is if
                                   later the date on which the Bank Guarantee is
                                   granted in respect of which no notification
                                   is given pursuant to Clause 3.4

     1.9  "the Superior Landlord"  means Sun Group Alliance Properties or its
                                   successors in title or assigns

     1.10 "License"                means the consent in writing of the Superior
                                   Landlord to the grant of the Lease to the
                                   Tenant

     1.11 "Head Lease"             means the Lease dated 29 day of September
                                   1981 and made between Sun Alliance and London
                                   Assurance Company Limited (1) Kabivitrum (2)

     1.12 words importing one gender shall be construed as importing the other
          gender

                                      -4-
<PAGE>

     1.13 words importing the singular shall be construed as importing the
          plural and vice versa

     1.14 where any party comprises more than one person the obligations and
          liabilities of that party under this Agreement shall be joint and
          several obligations and liabilities of those persons

     1.15 the clause headings herein do not form part of this Agreement and
          shall not be taken into account in its construction or interpretation

2.   BANK GUARANTEE

     2.1  The Tenant shall immediately make diligently pursue an application to
          Lloyds Bank requesting the Bank Guarantee

     2.2  If for any reason within the period of 3 months immediately following
          the date of this Agreement the Bank Guarantee has not been made the
          Landlord may at the end of such period or at any time subsequently
          before the Bank Guarantee has been made serve on the other a Notice
          invoking the provisions of Clause 4.1 3.

3.   SUPERIOR LANDLORD'S CONSENT

     3.1  The Tenant shall:

          3.1.1  comply with all requirements which the Superior Landlord is
                 entitled by the terms of the Head Lease to impose on a
                 prospective undertenant of the Premises as a condition of the
                 Superior Landlord granting the License;

                                      -5-
<PAGE>

          3.1.2  if so required by the Superior Landlord as a condition of
                 granting the license to covenant directly with the Superior
                 Landlord to observe and perform the covenants and conditions to
                 be contained in the Lease; and

          3.1.4  comply with all reasonable requirements of the Landlord and the
                 Superior Landlord in relation to the obtaining of the License

     3.2  Subject to compliance by the Tenant with its obligations under
          Clause 3.1 the Landlord shall:

          3.2.1  promptly and at its own expense apply to the Superior Landlord
                 for the License and diligently pursue such application; and

          3.2.2  use all reasonable endeavors to procure the grant of the
                 License

          3.2.3  promptly supply to the Tenant a certified copy of the License
                 when it has been granted

     3.3  If the Superior Landlord does not grant the License or proffers or
          grants the License on conditions which arc unacceptable to the
          Landlord he shall not be obliged by the terms of this clause to
          institute proceedings for a declaration that the Superior Landlord's
          consent has been unreasonably withheld

     3.4  Any condition subject to which the License is granted or proffered
          shall be unacceptable if either the Landlord or the Tenant is
          unwilling on reasonable grounds to comply with the same and so
          notifies the other in writing within fourteen days after the date on
          which his solicitors first receive the original or a

                                      -6-
<PAGE>

          copy of the License or written notification that the Superior Landlord
          is seeking to impose such a condition (time being of the essence) but
          otherwise any such condition shall be deemed to be acceptable

     3.5  If for any reason within 3 months from the date hereof the License has
          not been granted or has been granted subject to unacceptable
          conditions to the Landlord then either the Landlord or the Tenant may
          after the expiry of the said period or at any later date (and
          notwithstanding any license that may have been proffered or granted
          after the expiry of such period) sere on the other a Notice invoking
          the provisions of Clause 4 hereof

4.   TERMINATION

     4.1  Upon service of Notice pursuant to either Clause 2.2 or Clause 3.5
          (and notwithstanding anything to the contrary contained or implied
          elsewhere in this Agreement) this Agreement shall (save for Clause 4.2
          and without prejudice to any pre-existing fight of action of' any
          party in respect of any breach by the other party of its obligations
          under tiffs Agreement) immediately determine and cease to have effect
          and the party shall be released from any further liability hereunder

     4.2  If this Agreement determines in accordance with Clause 2.2 or Clause
          3.5 the Tenant shall immediately procure the cancellation of any Land
          Charge registered at H M Land Charges Registry or (as the case may be)
          any notice or other entry registered against the Landlord's title at
          H M Land Registry in respect of this Agreement

                                      -7-
<PAGE>

5.   GRANT AND COMPLETION

     5.1  Subject to Clause 4 the Landlord shall grant the Lease and the Tenant
          shall accept the Lease and execute the counterpart of it

     5.2  The Lease and the counterpart shall be prepared by the Landlord's
          solicitors and an engrossment of the counterpart shall be delivered to
          the offices of the Tenant's solicitors at least five days before the
          Completion Date

     5.3  The Lease shall be completed on the Completion Date at the offices of
          the Landlord's solicitors or at such other place as the Landlord's
          solicitors shall reasonably require

     5.4  At any time on or after the Completion Date either the Landlord or the
          Tenant being ready and willing to complete the Lease and perform its
          other obligations under this Agreement may (but without prejudice to
          any other available fight or remedy) by notice to the other invoke the
          provisions of Clause 5.5

     5.5  Within fourteen days after service of such notice (excluding the day
          of service) the Lease shall be completed and the parties shall perform
          their other obligations under this Agreement and time shall be of the
          essence in this provision

6.   VACANT POSSESSION AND RENT

     6.1  Vacant possession of the Premises shall be given to the Tenant on the
          following dates:

                                      -8-
<PAGE>

          6.1.1  as to that part of the Premises comprising the warehouse
                 building January 1999

          6.1.2  as to that part of the Premises comprising the first floor of
                 the office building January 1999

          6.1.3  as to the remainder of the Premises March 1999

          Provided that (and without prejudice to any other remedy available to
          the Tenant) if the Landlord shall fail to give possession of the whole
          or any parts of those parts of the Premises specified in this
          subclause on the dates provided the rent-free period of six months
          from the Completion Date shall be extended pro rata for each day that
          vacant possession shall not have been given.

     6.2  If the Lease is completed rent shall be payable in accordance with the
          terms of the Lease from the Rent Commencement Date and on completion
          of the Lease the Tenet shall pay to the Landlord rent (apportioned if
          necessary as provided in Clause 6.3) in respect of the period
          commencing on the Rent Commencement Date and ending on the day before
          the usual quarter day immediately following the date on which the
          Lease is completed

     6.3  Rent shall be apportioned for the purposes of Clause 6.2 on the
          assumption that it accrues on a day-to-day basis and in accordance to
          the number of days in the relevant period relevant to the number of
          days in the full year

                                      -9-
<PAGE>

7.   LICENSE TO OCCUPY

     7.1  If the Tenant is authorized by the Landlord to go into occupation of
          the whole or any part of the premises before completion then as from
          the date of such authorization the Tenant shall:

          7.1.1     not occupy the Premises otherwise than as the licensee of
                    the Landlord

          7.1.2     pay to the Landlord a license fee at the same annual rate
                    and on the same dates as the rents referred to in the Leases
                    PROVIDED THAT (where the Tenant is authorized to occupy part
                    only of the Premises) such License fee and rents shall be
                    apportioned as follows:

                    Ground Floor   less than or equal to 26,596.00   (twenty-six
                                                                     thousand
                                                                     five
                                                                     hundred and
                                                                     ninety-six
                                                                     pounds)

                    First Floor    less than or equal to 26,596.00   (twenty-six
                                                                     thousand
                                                                     five
                                                                     hundred and
                                                                     ninety-six
                                                                     pounds)

                    Second Floor   less than or equal to 26,596.00   (twenty-six
                                                                     thousand
                                                                     five
                                                                     hundred and
                                                                     ninety-six
                                                                     pounds)

                    Warehouse      less than or equal to 77,758.00   (seventy-
                                                                     seven
                                                                     thousand
                                                                     seven
                                                                     hundred and
                                                                     fifty-eight
                                                                     pounds)

          7.1.3     perform and observe the covenants and conditions contained
                    in the Lease as if a lease in the form of the Lease had been
                    granted so far as the same may be applicable to the license
                    created by this Agreement, and

                                      -10-
<PAGE>

          7.1.4     not carry out any work to the Premises without having
                    _________ obtained all necessary consents including that of
                    the Superior Landlord

     7.2  If before completion the Tenant fails to pay such license fee or to
          perform and observe such covenants and conditions or any event happens
          which would entitle the Landlord to re-enter upon the Premises if the
          Lease had actually been granted (whether or not after notice) and such
          failure or event has not been remedied within five working days from
          the receipt by the Tenant of notice specifying such failure or event
          and requiting the same to be remedied then the Landlord may terminate
          this Agreement without prejudice to accrued rights of action

     7.3  The Tenant's license to occupy the Premises shall expire on the
          earliest of:

          7.3.1     the Completion Date

          7.3.2     the date this Agreement is rescinded, or

          7.3.3     the date this Agreement is terminated

     7.4  Upon the expiry of the Tenant's license to occupy the Tenant shall
          forthwith vacate the Premises and at the request of the Landlord
          restore it to the same state of repair and condition as at the date of
          this Agreement If the Tenant fails to comply with such request the
          Landlord may carry out the necessary works and the costs of the works
          shall be paid by the Tenant to the Landlord on demand

     7.5  If the Tenant remains in occupation of' the Premises after its license
          to occupy expires. such occupation shall be upon the same conditions
          as in this Agreement but without prejudice to the Landlord's fight of
          action

                                      -11-
<PAGE>

     7.6  Any property remaining in or upon the Premises after the Tenant has
          vacated and which the Tenant has failed to remove by the fifth working
          day after being requested by the Landlord so to do may in so far as it
          is annexed to the Premises be treated as having reverted to the
          Landlord or otherwise be removed, stored and sold by the Landlord as
          the agent of the Tenant The Landlord shall hold the proceeds of sale
          after deducting the costs and expenses of removal storage and sale
          incurred by it to the order of the Tenant In either case the Tenant
          shall indemnify the Landlord against liability incurred by it to any
          third party whose property is dealt with by the Landlord in the bona
          fide mistaken belief (which shall be presumed unless the contrary is
          proved) that such property belonged to the Tenant and was liable to be
          dealt with as such pursuant to this sub-clause

     7.7  Any works carried out to the Premises by the Tenant or at its request
          pending completion shall be at the sole risk and expense of the Tenant
          the Tenant shall not be entitled to claim any compensation or other
          sum from the Landlord in respect of such matters if the proposed lease
          is not completed

     7.8  The Tenant will keep the Landlord fully and effectively indemnified
          from and against all actions proceedings claims damage costs claims
          loss expenses or injury arising directly or indirectly out of the
          license to occupy created by this Agreement

8.   DAMAGE TO THE PREMISES

     No damage or destruction of the building of which the Premises form part or
     any part of them occurring after the date of this Agreement howsoever
     occasioned shall in any way affect the obligations of the parties under the
     Agreement

                                      -12-
<PAGE>

9.   TITLE AND CONDITION

     9.1  The Tenant shall assume the right of the Landlord to grant the Lease
          and shall not require any evidence of or raise any objection
          requisition or enquiry in respect of the Landlord's title to the
          Premises

     9.2  The Premises shall be deemed to be subject to the matters set out or
          referred to in the Lease and the Tenant or the Tenant's solicitors
          having been supplied with such information as the Landlord has
          concerning such matters the Tenant has entered into this Agreement
          with notice of them and shall raise no objection requisition or
          enquiry in respect of them

     9.3  The Tenant has entered into this Agreement with notice of the actual
          state and condition of the Premises and shall take the Premises as
          they are

10.  RESTRICTIONS

     10.1 In this Clause "Restrictions" means all matters affecting the Premises
          or their use registered or capable of being registered as local land
          charges and all notices charges orders resolutions demands proposals
          requirements restrictions agreements directions or other matters
          affecting the Premises or their use served or made by any local or
          other competent authority or otherwise arising under any statute

     10.2 The Premises shall be demised subject to all (if any) Restrictions
          (whether in existence at the date of this Agreement or arising at any
          later date)

                                      -13-
<PAGE>

     10.3 No representation is made or warranty given by the Landlord as to
          whether or not any Restrictions exist or as 'to the permitted use of
          the Premises for planning purposes or as to whether in other respects
          the Premises comply with any Restrictions

     10.4 The Tenant acknowledges that its obligations under this Agreement and
          the Lease shall not be affected or lessened in any way by the fact
          that there may now or subsequently exist any Restrictions or any non-
          compliance with any Restrictions and (to the extent that compliance
          with the same would be the Tenant's responsibility under the Lease)
          the Tenant shall indemnify the Landlord in respect of any liability
          under any requirement of any local or other competent authority in
          relation to the Premises (whether made before or after the date of
          this Agreement)

11.  MISREPRESENTATIONS, ETC.

     11.1 Save as hereinafter provided no agent adviser or other person acting
          for the Landlord has at any time been authorized by the Landlord to
          make to the Tenant or to any agent adviser or other person acting for
          the Tenant any representation whatever (whether written oral or
          implied) in relation to the Premises or to any matter contained or
          referred to in this Agreement

     11.2 Any statement made in writing by the Landlord's solicitors to the
          Tenant's solicitors prior to the making of this Agreement in reply to
          an enquiry made in writing by the Tenant's solicitors was made with
          the authority of the Landlord

     11.3 No immaterial error omission or misstatement in this Agreement or in
          any plan referred to in this Agreement or in any statement made by any
          person prior to the

                                      -14-
<PAGE>

          making of this Agreement shall in any way affect the obligations of
          the parties under this Agreement or entitle any party to damages or
          compensation

12.  NO ASSIGNMENT, ETC.

     The Tenant shall not assign underlet charge or otherwise deal with the
     benefit of this Agreement in whole or part and the Landlord shall not be
     obliged to grant, the Lease to any person other than the Tenant

13.  NO POSSESSION

     13.1 This Agreement is an executory Agreement only and shall not operate as
          a demise of the Premises

     13.2 [Subject to the provisions of Clause 7 hereof] the Tenant shall not be
          entitled to occupation or possession of the Premises until the Lease
          is completed

14.  NOTICES

     14.1 Any notice or other communication given or made in accordance with
          this Agreement shall be in writing and may (in addition to any other
          effective mode of service) be sent by registered and recorded delivery
          post to the relevant party either at the address of that party shown
          on the first page of this Agreement or at such other address as may
          from time to time have been notified to the sender as being the
          address for service of the relevant party of the purposes of this
          Agreement

                                      -15-
<PAGE>

     14.2 Any notice or other communication given by or to any party in
          accordance with this Agreement may be given by or to that party's
          solicitors;

15.  NO MERGER

     To the extent that they remain to be observed and performed all the
     provisions of this Agreement shall continue in full force and effect
     notwithstanding completion of the Lease

     IN WITNESS WHEREOF, the hands of the Tenant the Surety and of an authorized
     officer of the Landlord have hereunto been set the day and year first
     before written

     THE COMMON SEAL of                 )
     BLOCKBUSTER ENTERTAINMENT          )
     LIMITED was hereunto               )
     affixed in the presence of:        )

                    Director
                    Secretary

     THE COMMON SEAL of                 )
     AIRSPAN COMMUNICATIONS             )
     LIMITED was hereunto               )
     affixed in the presence of:        )

                    Director
                    Secretary

                                      -16-
<PAGE>

DATED                                                                       1998
--------------------------------------------------------------------------------



                       BLOCKBUSTER ENTERTAINMENT LIMITED

                                    - and -

                        AIRSPAN COMMUNICATIONS LIMITED



                                  UNDERLEASE
                                  ----------

                                    - of -
                              premises situate at
                               Unit 1 The Island
                           Hilton Industrial Estate
                                 Riverside Way
                                   Uxbridge



                            Brook Street Des Roches
                              1 Des Roches Square
                              Witney Oxon OX8 6BE
               (Ref: RC.EH.BB. Uxbridge Agree Lse.doc 14/10/98)

                                      -17-
<PAGE>

THIS UNDERLEASE is made the _____ day of One Thousand Nine Hundred and Ninety
Eight

BETWEEN:

(1)  BLOCKBUSTER ENTERTAINMENT LIMITED whose registered office is at 45
     Riverside Way Uxbridge Middlesex UB8 2YF (hereinafter called "the Landlord"
     which expression include the reversioner for the time being immediately
     expectant upon the term hereby created)

(2)  AIRSPAN COMMUNICATIONS LIMITED of [                                      ]
     (hereinafter called "the Tenant" which expression includes his successors
     in title and assigns)

WITNESSETH as follows:

1.   DEFINITION

     IN this Underlease the following expressions shall have the meanings
     hereinafter, respectively, assigned to them:

     1.1  "the Head Lease"         the Lease dated 29 day of September 1981 and
                                   made between Sun Alliance and London
                                   Assurance Company Limited (1) Kabivitrumm (2)

     1.2  "the Demised Premises"   the premises described in the First Schedule
                                   hereto

     1.3  "the Interest Rate"      one per cent (1%) above the interest rate
                                   specified in the Head Lease from time to time

     1.4  "the Term"               a term of years from the date hereof until
                                   the 22 day of June 2006 (unless determined as
                                   provided hereunder)

                                      -18-
<PAGE>

     1.5  "the Rent"                    a rent of One, Hundred and Fifty Seven
                                        Thousand Five Hundred Pounds
                                        ((Pounds)157500.00) per annum subject to
                                        review in accordance with the provisions
                                        of Clause 5 hereof

     1.6  "the Rent Commencement Date"  the [ ] day of [ ] 19[ ]

     1.7  "the Permitted User"          Please insert specific use excluding the
                                        users prohibited by the Head Lease and
                                        clause [ ] of this Underlease

     1.8  "the Head Rent"               the rent first reserved by the Head
                                        Lease

     1.9  "the Excepted Clauses"        Clauses 2(1)(3)(30)(31) of the Head
                                        Lease

     1.10 "the Insurance Rent"          the sums payable by the Landlord under
                                        Clause 1 (a) of the Head Lease

     1.11 "the Superior Landlord"       the immediate Superior Landlord and
                                        where the context so admits every
                                        Landlord having an interest in the
                                        Demised Premises in reversion to the
                                        Underlease

2.        DEMISE

IN CONSIDERATION of the rents hereinafter reserved and of the Tenant's covenants
hereinafter contained the Landlord HEREBY DEMISES unto the Tenant ALL THOSE the
Demised Premises TOGETHER with the fights set out in the Second Schedule hereto
but EXCEPTING and reserving to the Landlord and all others so entitled as
mentioned in the Third Schedule hereto and SUBJECT to the rights quasi easements
privileges covenants restrictions and stipulations of whatever nature affecting
the Demised Premises TO HOLD the same unto the Tenant for the Term YIELDING ,AND
PAYING therefor to the Landlord:-

                                      -19-
<PAGE>

2.1  the Rent to be paid clear of all deductions and set-off whatsoever by equal
     quarterly payments in advance on the usual quarter days and by bankers
     standing order if required by the Landlord the first of such payments being
     a proportionate sum from the Rent Commencement Date to the next quarter day
     being payable on the Rent Commencement Date

2.2  by way of fresher and additional rent:

     2.2.1  any interest payable under the provisions of clause 3.2 hereof

     2.2.2  the Insurance Rent as payable under provisions of clause 3.4 hereof

     2.2.3  any other sum payable by the Tenant to the Landlord hereunder

3.   THE TENANT HE.BY COVENANTS

With the Landlord in manner following that is to say:-

3.1  To pay Coy standing order to the Landlord's Bank as notified to the Tenant
     from time to time) the Rent and the further and additional rent hereby
     reserved on the days and in the manner aforesaid without any deduction or
     set-off

3.2  To pay interest at the Interest Rate on all Rent or other sums due
     hereunder from the Tenant to the Landlord from the due date therefor to the
     date of payment (whether before or after judgement) .

3.3  To pay and discharge all rates taxes duties charges assessments impositions
     and outgoings whatsoever whether parliamentary parochial local or of any
     other description which are now or may at any time hereafter be assessed
     charged imposed upon or payable in respect of the Demised Premises or any
     part thereof or by the owner or occupiers thereof and to pay for all
     supplies of gas water electricity or power consumed upon the Demised
     Premises including all meter rent and standing charges

3.4  To pay to the Landlord on demand without any deduction or set-off by way of
     further and additional rent and in advance if required by the Landlord the
     Insurance Rent

                                      -20-
<PAGE>

3.5  To pay to the Landlord on demand without deduction or set-off by way of
     further and additional rent the reasonable costs of management of the
     Demised Premises whether by the Landlord or otherwise

3.6  To pay all Value Added Tax (which expression includes in this Underlease
     any tax or duty from time to time replacing or supplementing the same) at
     the rate for the time being in force as shall be legally payable in respect
     of all monies covenanted to be paid by the Tenant under the terms of this
     Underlease or as the case may be to repay to the Landlord any Value Added
     Tax borne by the Landlord (except to the extent in the latter case to which
     the Landlord can recover the same in its accounting with the appropriate
     revenue authority) and in every case where in this Underlease the Tenant
     covenants to pay an amount of money such amount shall be regarded as being
     exclusive of all Value Added Tax (or such other tax or duty) which may from
     time to time be legally payable thereon and to provide the Landlord with
     such information regarding the Value Added Tax stares of the Tenant as the
     Landlord may from time to time require and to notify the Landlord forthwith
     on the occurrence of a change in such stares

3.7  Not to use or occupy or permit to be used or occupied the Demised Premises
     for exempt purposes (as defined in the Value Added Tax Act 1994) without
     paying to the Landlord on demand the full amount of all Value Added Tax (if
     any) which the Landlord is or would be required to repay to or would be
     unable to recover from HM Customs & Excise as a result of such use for
     exempt purposes

3.8  Not to use the Demised Premises for any purpose ,except the Permitted User

3.9  Not to assign the whole (as opposed to any part or parts) of the Demised
     Premises without the previous written consent of the Landlord not to be
     unreasonably withheld or delayed and in the event of the Landlord
     consenting to an assignment of the whole of the Demised Premises to procure
     that the assignee enters into covenants with the Landlord free of cost to
     the Landlord and in such form as the Landlord shall reasonably require to

                                      -21-
<PAGE>

     pay the rents hereby reserved and perform and observe the covenants on the
     part of the Tenant herein contained during the residue of the term hereby
     granted

3.10 Not to accept any premium or other capital payment in consideration of the
     surrender of any Underlease by any Undertenant without the previous written
     approval of the Landlord (not to be unreasonably withheld)

3.11 Not to accept or agree to accept the surrender of any Underlease without
     the previous written approval of the Landlord (such approval not to
     unreasonably withheld)

3.12 Not to permit the assignment of any Underlease save by way of an Assignment
     to a respectable and responsible Tenant having the previous written
     approval of the Landlord not to be unreasonably withheld or delayed

3.13 Not (except by way of an Assignment) to underlet or part with possession of
     the Demised Premises hereby demised or any part thereof

3.14 PROVIDED ALWAYS that in the case of an assignment of the whole of the
     Demised Premises the Landlord shall be entitled:

     3.14.1    to withhold its consent in any of the circumstances set out in
               clause 3.16

     3.14.2    to impose all or any of the matters set out in clause 3.17 as a
               condition of its consent

3.15 The provisos to clause 3.14 are specified for the purposes of Section 19
     (1A) of the Landlord and Tenant Act 1927 and shall operate without
     prejudice to the fight of the Landlord to withhold such consent on any
     other ground or grounds where such withholding of consent is reasonable or
     to impose any further condition or conditions upon the grant of consent
     where the imposition of such condition or conditions is reasonable

3.16 The circumstances referred to in clause 314.1 are as follows:

     3.16.1    where in the reasonable opinion of the Landlord it has not been
               satisfactorily demonstrated that the proposed assignee is able
               and likely to perform and observe and will be able and likely to
               perform and observe the tenant's covenants and obligations

                                      -22-
<PAGE>

        under this Underlease and any deed which has then been entered into
        supplemental or pursuant to this Underlease

3.16.2  where the proposed assignee enjoys diplomatic or state immunity

3.16.3  where the assets of the proposed assignee upon which any reasonable
        assessment of financial strength is based are not in the United Kingdom
        or some other jurisdiction with which there is subsisting with the
        United Kingdom a system of reciprocal enforcement of judgements

  3.17  The conditions referred to in clause 3.14.2 are as follows:

        3.17.1  the execution and delivery to the Landlord prior to or
                contemporaneously with the assignment in question of a deed of
                guarantee in the form set out in the Fourth Schedule hereof
                (being an authorized guarantee agreement within Section 16 of
                the Landlord and Tenant (Covenants) Act 1995)

        3.17.2  the payment to the Landlord of all rents and other sums which
                have fallen or which fall due under this Underlease prior to the
                date of the assignment

        3.17.3  the obtaining and compliance with any conditions of any
                requisite consent of any Superior Landlord or mortgagee

  3.18  To observe and perform the covenants on the part of the Lessee contained
        or referred to in the Head Lease (save for the Excepted Clauses) as if
        the same were set out herein in extenso (as if reference to the landlord
        under the Head Lease were reference to the Landlord and as if reference
        to the tenant under 'the Head Lease were reference to the Tenant and
        reference to the term granted by the Head Lease were reference to the
        Term) but excluding the payment of the Head Rent and to keep the
        Landlord fully and effectively indemnified against all claims for breach
        non-observance or non-performance thereof in respect of the Demised
        Premises

  3.19  To permit the Landlord upon reasonable prior notice (save in case of
        emergency) to enter upon the Demised Premises for any purpose that in
        the opinion of the Landlord is necessary to enable it to comply with the
        covenants on its part contained in the Head

                                      -23-
<PAGE>

        Lease notwithstanding that the obligation to comply with such covenants
        may be imposed on the Tenant by this Underlease

  3.20  Not to use or permit the Demised Premises to be used for the retail sale
        and hire of videos

  4.    THE LANDLORD HEREBY COVENANTS with the Tenant:

  4.1   That the Tenant paying the rents and other charges reserved and made
        payable at the times and manner aforesaid and performing and observing
        the covenants agreements conditions and stipulations on the part of the
        Tenant hereinbefore contained shall and may peaceably and quietly hold
        and enjoy the Demised Premises for the Term without any interruption
        from or by the Landlord or any person lawfully claiming through under or
        in trust for it

  4.2   To pay the Head Rent during the term of the Head Lease

  4.3   Subject to the Tenant paying the rents and other charges reserved and
        made payable hereunder to use its reasonable endeavours at the cost of
        the Tenant to procure that the Superior Landlord complies with its
        obligations in the Head Lease provided that the Landlord shall be under
        no liability personally to comply with such obligations

  5.    RENT REVIEW

  5.1   The rent payable hereunder shall be reviewed with effect from the 24 day
        of June 2001

  5.2   The rent review provisions of the Head Lease shall apply hereto mutatis
        mutandis

  6.    PROVISIONS AND DEFINITIONS

IN this Underlease where the context so admits:

  6.1   Reference to the Landlord shall (where appropriate) include reference to
        the Superior Landlord

  6.2   For the avoidance of any doubt the Landlord's consent shall not be
        deemed to be unreasonably withheld should it arise from the refusal by
        the Superior Landlord to give consent

                                      -24-
<PAGE>

   6.3  Reference to the Landlord the Superior Landlord and the Tenant shall
        include the person for the time being entitled to the reversion
        immediately expectant on the determination of the Term and the Tenant's
        successors in title respectively

  6.4   Reference to "the Term" includes any period of holding-over or extension
        or continuation of the contractual term whether by statute or common law

  6.5   Nothing herein contained shall confer on the Tenant any liberty
        privilege easement fight or advantage whatsoever mentioned or referred
        to in Section 62 of the Law of' Property Act 1925 save those expressly
        set out herein

  7.    INCORPORATION OF HEAD LEASE TERMS

  Except as varied hereby this demise is made subject to the same terms and
  conditions (mutatis mutandis) as the Head Lease the terms whereof (save as
  varied hereby and otherwise as appropriate) shall be deemed to be incorporated
  as if set out herein in extenso including without prejudice to the foregoing
  the right of re-entry contained in Clause 6 of the Head Lease

  8.    NO AGREEMENT FOR LEASE

  The parties hereto certify that there is no Agreement for Lease to which this
  Lease gives effect IN WITNESS whereof the parties hereto have executed this
                     ----------
  Deed the day and year first before written

                              THE FIRST SCHEDULE
                              ------------------
                            (The Demised Premises)

        ALL THOSE premises known as Unit 1 The Island Hilton Industrial Estate
        ---------
        Riverside Way Uxbridge more particularly described in the Head Lease

                              THE SECOND SCHEDULE
                              -------------------
                                 (The Rights)

  The fights and easements equivalent to those mentioned in. the Head Lease to
        the extent relevant to the Demised Premises

                              THE THIRD SCHEDULE
                              ------------------
                        The Exceptions and Reservations

                                      -25-
<PAGE>

The Rights and Exceptions equivalent to those mentioned in the Head Lease to the
extent relevant to the Demised Premises

                              THE FOURTH SCHEDULE
                              -------------------

             AUTHORISED GUARANTEE AGREEMENT ON ASSIGNMENT OF LEASE
             -----------------------------------------------------

AGREEMENT dated _______________________, 199__

BETWEEN (1)________________________ of/whose registered office is at
("Landlord") and (2) _________________________________ of/whose registered
office is at ("Assignor")

1.   The Assignor has agreed to assign the Lease dated ______________, 199___
     and
     made between ______________________________________________________ (1)

     _________________________________ (the "Lease")

     ___________________________________ (2) ___________________ ("the Lease")

     to ______________________________________________________________________

     of ______________________________________________________________________
     ("the Assignee") and this Agreement takes effect when the Lease is assigned
     to the Assignee
2.   The Assignor agrees to indemnify the Landlord against all losses incurred
     as a result of any failure by the Assignee to comply with any of the terms
     of the Lease
3.   The Assignor is liable to the Landlord under this Agreement as principal
     debtor and his/its obligation remains fully effective even if the Landlord
     gives the Assignee extra time to comply with any obligation in the Lease or
     does not insist on its strict terms
4.   The Assignor agrees the event that the Lease is disclaimed and on being so
     required by the Landlord, to accept from the Landlord the grant of a new
     tenancy and to execute and deliver a counterpart of it to the Landlord the
     new tenancy is to be on the same terms and conditions as the Lease at the
     date of the disclaimer and to be for a term expiring on the term date of
     the Lease

                                      -26-
<PAGE>

5.   This Agreement ceases to have effect when the Assignee is released from the
     tenant covenants of the Lease by virtue of Section 5 of the Landlord and
     Tenant (Covenants) Act 1995 or with the consent of the Landlord

IN WITNESS of which this Deed has been executed on the date first written above

THE COMMON SEAL of            )
BLOCKBUSTER ENTERTAINMENT     )
LIMITED was hereunto          )
affixed in the presence of:-  )

                  Director
                  Secretary

THE COMMON SEAL of            )
AIRSPAN COMMUNICATIONS        )
LIMITED was hereunto          )
affixed in the presence of:-  )

                  Director
                  Secretary

                                      -27-