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                                                                    EXHIBIT 10.7



                 ORIGINAL EQUIPMENT MANUFACTURER (OEM) AGREEMENT


This Original Equipment Manufacturer Agreement ("Agreement") is established
between Motorola, Inc., a Delaware corporation, by and through its Network
Solutions Sector with offices at 1501 W. Shure Drive, Arlington Heights, IL
60004 (hereinafter "Motorola"), and Airspan Communications, Ltd., a company
incorporated under the laws of England and Wales, with offices at Cambridge
House, Oxford Rd, Uxbridge, UB8 1UN, United Kingdom (hereinafter "Company).
Motorola and Company may each be referred to individually as a "Party" or
collectively as "Parties" to this Agreement.

                                    Recitals

         WHEREAS, Motorola is in the business of designing, developing,
manufacturing, selling and licensing wireless communication system equipment and
software for the operation of cellular and wireless telecommunications systems
on a worldwide basis.

         WHEREAS, Company is in the business of developing and licensing certain
hardware and software products for Wireless Local Loop applications and
providing technical support and maintenance services for such products.

         WHEREAS, Motorola desires to purchase and license certain hardware
equipment, software and services for products that will be used in Wireless
Local Loop applications in the 3.5 GHz band and Company desires to provide
certain hardware, software and services to support Motorola's line of wireless
communication system products, in accordance with the terms and conditions set
forth in this Agreement.

                                    Agreement

         NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby mutually acknowledged, the Parties agree as
follows:


1.       Scope of Agreement.

         1.1 This Agreement sets forth the terms and conditions governing the
         purchase and license of the Products (as hereinafter defined) by
         Motorola. Motorola shall have the right to purchase and license
         Products: for Motorola's own internal use for the purpose of Customer
         support; or for resale and sublicense to Customers for worldwide use
         except for where a conflict may be created by existing agreements that
         Company currently has in place as listed in Exhibit G, as those
         agreements may be renewed, modified and assigned, provided that such
         modifications do not further limit Motorola's ability to distribute as
         set forth in Exhibit G . The Parties agree to follow the procedures for
         Key Accounts as set forth in Exhibit L.

         1.2 The Parties agree to work together in good faith to develop a
         mutually acceptable process for Project Level Agreements that may
         extend beyond the scope of this agreement, as set forth in Exhibit E.

         1.3 The Parties anticipate that they will cooperate on one or more
         opportunities which may include invitations to tender, requests for
         proposal or quotation, requests for trial equipment and other
         expressions of interest for the sale of Products to potential Customers
         that require


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         contemplation of terms that fall outside of this Agreement. In that
         connection, the Parties may enter into specific Project Level
         Agreements, as set forth in Exhibit E, which shall, among other
         provisions, specify the terms and conditions of such arrangements
         including the respective responsibilities of the Parties in providing
         trial equipment to potential Customers. Furthermore, in the event that
         system performance guarantees are required by Customers, the Parties
         shall work together on a case by case basis to provide such system
         performance guarantees.

2.       Definitions.

         (a)      "Affiliate" means any corporation or other entity which
                  controls, is controlled by, or is under common control with a
                  Party. A corporation or other entity shall be deemed to
                  control another if it owns or controls more than fifty percent
                  (50%) of the voting stock or other ownership interest of the
                  corporation or entity. References herein to Motorola and
                  Company shall be deemed to include reference to their
                  Affiliates unless otherwise specified or the context otherwise
                  requires. For the avoidance of doubt, Motorola Affiliates
                  shall include all operating divisions of Motorola, Inc.

         (b)      "Confidential Information" means confidential or proprietary
                  data or information of either Party or any of its Affiliates
                  which is disclosed in oral, written, graphic, machine
                  recognizable, sample or any other form, by one Party to the
                  other Party and which is clearly designated or marked as
                  confidential or proprietary. In order for information
                  disclosed orally to be considered Confidential Information, it
                  must be identified as confidential at the time of disclosure
                  and shall be confirmed in writing by the disclosing Party
                  within forty-five (45) days after such disclosure.
                  Notwithstanding anything to the contrary herein, the receiving
                  Party shall have no obligation to preserve the confidentiality
                  of any information which was previously known to the receiving
                  Party free of any obligation to keep it confidential; is
                  distributed to third parties by the disclosing Party without
                  restriction; is or becomes publicly available, by other than
                  unauthorized disclosure by the receiving Party; is
                  independently developed by the receiving Party; is received
                  rightfully and without confidential limitation by the
                  receiving Party from a third party; or is disclosed to a
                  governmental authority lawfully demanding Confidential
                  Information provided that the disclosing Party provides prior
                  written notice to the other Party and assists the other Party
                  with information as they seek a protective or other such
                  order, provided confidentiality is otherwise maintained by the
                  Parties after such disclosure.

         (c)      "Customers" means, individually or collectively, as
                  applicable, all entities, their successors and assigns, in the
                  chain of distribution, sale and use of Products, including
                  without limitation, Motorola Affiliates (subsidiaries, joint
                  ventures, third party licensees), resellers, agents,
                  representatives, distributors, system operators and End Users.

         (d)      "Documentation" includes, but is not limited to, all product
                  technical, repair, marketing and user documentation and any
                  succeeding changes thereto, including, without limitation, all
                  specifications as set forth in Company's product manuals;
                  installation, maintenance, operating and Customer manuals,
                  instructions and diagnostics; system administrative materials;
                  configuration guides; marketing and sales brochures and
                  literature; and product guides as listed in Exhibit H.
                  Documentation shall include, if applicable, documentation
                  provided to Company by its suppliers or licensors to the
                  extent Company is authorized by them to provide such material
                  on the terms in this Agreement. "Documentation" does not
                  include Source Code.

         (e)      "End-User" means a customer or prospective customer of
                  Motorola to whom Motorola offers Products for use in the
                  regular course of such customer's business and not for resale.

         (f)      "Epidemic Failure" means a significant repetitive, verifiable
                  and measurable defect that occurs in any portion of the
                  Products which is attributable to a failure of the Products to



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                  operate in accordance with the respective Specifications and
                  which is of either of the following types: (i) Emergency - The
                  defect causes network failure or loss of important information
                  which is essential for the network operator to do business or
                  a defect that constitutes a safety risk; or (ii) High - The
                  defect seriously effects the way in which the network operator
                  conducts business but does not prevent business from
                  continuing, and there may be some impact on network
                  subscribers. There is no work-around solution available for an
                  Epidemic Failure.

         (g)      "Exhibits" means the documents attached to this Agreement and
                  incorporated by this reference, as may be amended from time to
                  time by agreement of the Parties. Exhibits include, without
                  limitation, the following:

                  Exhibit "A"--Products and Price List
                  Exhibit "B"-- Technical Specifications
                  Exhibit "C"--Acceptance Test Plan
                  Exhibit "D"--Technical Support and Maintenance
                  Exhibit"E"--Project Level Agreements Exhibit
                  Exhibit "F"--Motorola Trademarks
                  Exhibit "G"--Territories
                  Exhibit "H"--List of Documentation
                  Exhibit "I"--Warranty/Repair Procedures
                  Exhibit "J-1"--Motorola Supplier Assessment
                  Exhibit "J-2" -Action Plan
                  Exhibit "K"--Source Code Escrow Agreement
                  Exhibit "L"- Key Account Sales

         (h)      "Hardware" means the Company hardware equipment Products set
                  forth on Exhibit "A", including Spares, and all Documentation
                  related thereto generally supplied by the Company to its
                  customers. The Parties may mutually agree in writing to amend
                  Exhibit "A" to expand or reduce the Hardware covered under
                  this Agreement.

         (i)      "Modification" means a revision, new function or minor change
                  to the Software intended to correct errors or non-conformance
                  with Specifications and provided as a change in the then
                  current release of the Software. Modifications may be issued
                  as a "point release" of the Software (that is, the version
                  number of which release, in comparison to the previous
                  release, has not changed in the digits before the decimal
                  point but has changed in the first digit after the decimal
                  point).

         (j)      "Object Code" means computer programs assembled or compiled in
                  magnetic or electronic binary form on software media, which
                  are readable and usable by machines, but not generally
                  readable by humans without reverse-assembly, reverse-compiling
                  or reverse-engineering.

         (k)      "Order" means a written purchase order to be provided by
                  Motorola to Company for Products as provided herein.

         (l)      "Products" means, collectively, the Hardware and Software that
                  is listed in Exhibit "A" (which may be amended from time to
                  time to include new product offerings) and conforms to the
                  Statement of Work and Specifications.

         (m)      "Services" means those consulting, engineering, installation,
                  optimization, maintenance, repair, technical support,
                  training, and other services referred to herein as being
                  performed by Company. These Services and pricing for such
                  Services shall be set forth in Exhibit A. The Parties may
                  mutually agree in writing to amend Exhibit "A" to expand or
                  reduce the Services covered under this Agreement.


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         (n)      "Software" means the computer software (including firmware) of
                  any form, provided with the Products, which enables the
                  Products to perform their functions and procedures in
                  accordance with the Specifications, including all
                  Modifications and Upgrades, which are listed in Exhibit "A".
                  The Parties may mutually agree in writing to amend Exhibit "A"
                  to expand or reduce the Software covered under this Agreement.
                  Any reference to Software being "sold" or "purchased" is
                  understood in fact to be a reference to the Software being
                  licensed.

         (o)      "Source Code" means the original fully commented form on any
                  media of the Software in the language as used by Company, or
                  any translation or modification of such Software which
                  substantially preserves its original identity together with:
                  (i) all necessary proprietary information and technical
                  documentation which will enable a reasonably skilled software
                  engineer(s) to maintain or enhance the Software without the
                  aid of Company or any other person or reference to any other
                  materials; (ii) maintenance tools (test programs and program
                  specifications); (iii) proprietary or third party system
                  utilities (compiler and assembler descriptions); (iv) a
                  description of the Software's system/program generation; and
                  (v) descriptions and locations of hardware and software, if
                  any, not owned by Company but required for use and/or support
                  of the Software.

         (p)      "Spares" means field replaceable units (FRUs) such as
                  replacement parts, sub-assemblies, circuit cards, modules and
                  other electronic and mechanical assemblies necessary to
                  support routine operation and maintenance of the Products
                  which may be replaced at an End User site and which may be
                  purchased separately as set forth in Exhibit "A".

         (q)      "Specifications" means the technical performance and
                  functionality requirements for the Products as set forth in
                  Exhibit "B". From time to time, the Parties shall update
                  Exhibit B to include Specifications on the latest releases.

         (r)      "Trademarks" means trademarks, trade names, logos, service
                  marks, quality designations and any other proprietary words
                  and symbols that each party uses to identify its business
                  products and services.

         (s)      "Upgrades" means new modules, applications or modifications to
                  Software, or new releases, which provide substantial increase
                  in functionality, which are deemed to be commercially
                  marketable as a separate module or application and which
                  Company offers on a commercial basis to users of the Products
                  as an upgrade to those products. Upgrades may be included as
                  part of Maintenance. Upgrades may be made available to
                  Motorola and both existing and new End Users.

3.       Product Requirements.

         3.1 Specifications. The Products shall conform to the Specifications
         and shall incorporate the features and be delivered within the
         timeframes set forth in Exhibit "E".

         3.2 Enhanced Features and Upgrades. Additional or enhanced Hardware
         features and Upgrades that are developed by Company and offered on a
         commercial basis by the Company to users of the Products shall be
         incorporated into the Products and included as part of the Products.
         Company shall also provide, subject to availability of personnel and
         resources, Services as requested by Motorola to develop and support
         additional or enhanced Hardware features and Upgrades specific to
         Motorola, and the Parties agree to negotiate in good faith prices,
         payment, timing and other terms and conditions for such Services.

4.       Ordering Products.


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         4.1 Rolling Forecasts. As of the Agreement Date, Motorola shall submit
         to Company a quarterly rolling order forecast of Products expected to
         be ordered during the next twelve (12) months. Every three (3) months
         thereafter, Motorola shall submit to the Company a new quarterly
         rolling order forecast of the number of central terminals and the
         number of subscriber terminals, by type and frequency plan (i.e. upper
         or lower band of 3.5 GHz), for Products expected to be ordered during
         the next twelve (12) months. All forecasts are for planning purposes
         only and are non-binding.

         4.2 Orders. Except as provided herein, any requests for the sale and
         delivery of Products shall be made by Motorola pursuant to an Order.
         Each Order shall be deemed to incorporate the terms of this Agreement,
         whether or not this Agreement is specifically mentioned, and shall
         clearly state the date of the Order, Order number, quantity,
         specification and configuration, method of shipping, preferred carrier,
         destination, prices and requested delivery date. Orders shall only be
         placed by a designated Motorola entity, to be agreed by the Parties.
         This Agreement supersedes any terms or conditions contained on
         preprinted forms submitted as, or with, purchase orders, sales
         acknowledgments or invoices.

         4.3 Acceptance of Orders. Company shall make all reasonable effort to
         provide its acknowledgment and acceptance of Orders in writing to
         Motorola within three (3) business days of Company's receipt by email
         or fax. Company may request revision and resubmittal of Orders that do
         not contain required information. If Company is unable to comply with
         Motorola's required delivery schedule, Company shall make all
         reasonable effort to inform Motorola within such three (3) business
         days and the Parties shall agree to a mutually suitable alternative
         delivery schedule. If Company fails to provide its acknowledgment and
         acceptance of the Order, within such three (3) business days, Company
         shall be deemed to have rejected the Order. Company shall make all
         reasonable effort to provide its acknowledgment and acceptance of
         Emergency Orders in writing to Motorola within twenty-four (24) hours
         of Company's receipt by email or fax and Motorola shall confirm
         Emergency Orders by a telephone call to Company. If Company fails to
         provide its acknowledgment and acceptance of the Order, within such
         twenty-four (24) hour period, Company shall be deemed to have rejected
         the Order.

         4.4      Product Availability.

         (a)      Standard Lead Time. The lead time for delivery of forecasted
                  Products shall not exceed six (6) weeks after Company's
                  acceptance of an Order, provided that Motorola's orders are
                  not materially different from the volumes of Products to be
                  supplied under Motorola's forecast submitted to Company under
                  subsection 4.1. The lead time for delivery of non-forecasted
                  Products shall not exceed ten (10) weeks after Company's
                  acceptance of an Order.

         (b)      Emergency Support Lead Time. Upon a verbal, promptly followed
                  by a written notification or fax from Motorola that a Customer
                  requires an emergency order, Company shall make all
                  commercially reasonable efforts to ensure appropriate Products
                  are shipped to such Customer or Motorola, as agreed by the
                  Parties, within twenty-four (24) hours of such request.
                  Motorola shall provide Company with an Order number as soon as
                  reasonably possible after such request. Company shall, as soon
                  as reasonable, provide Motorola (or Customer, if requested by
                  Motorola) with a waybill number and carrier information.
                  Invoices for any emergency Orders shall be sent immediately to
                  Motorola and shall be payable in accordance with the terms
                  herein.

         4.5 Order Rescheduling. Motorola may, at no charge, request
         rescheduling of the delivery of an Order by notifying Company not less
         than fourteen (14) calendar days prior to the scheduled delivery date
         and Motorola will use best efforts to ensure that rescheduling happens
         no more than one time per order. In the event that Motorola requests an
         Order reschedule less than fourteen (14) days prior to shipment that
         reflects a delay of an order exceeding ninety (90) days, such Order
         shall be subject to Company's actual costs, but in no event exceed ten
         percent (10%) of


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         the applicable order. Such rescheduling charges shall be invoiced to
         Motorola upon shipment of the Product.




         4.6

         (a)      Cancellation of Order. Motorola shall have the right to cancel
                  all or a portion of any Order placed with Company, at no
                  charge, if the Order is cancelled more than thirty (30) days
                  prior to the scheduled ship date. In the event of a
                  cancellation (except for Orders canceled in accordance with
                  Sections 7.2 Late Delivery, 7.3(c) Rejection, 22 Termination
                  or 29 Force Majeure), Company may invoice Motorola for a
                  cancellation charge as Company's sole and exclusive remedy for
                  cancellation of the Order.

                  If the order is cancelled thirty (30) days or less prior to
                  the scheduled ship date, the following cancellation charges
                  may be charged by the Company:

If the price for Products             Then the cancellation charge
cancelled  is in the following        shall be in an amount equal to
amounts ...                           the  actual charges incurred but
                                      shall not exceed the following
                                      percentage of the price of the
                                      Products for the Order in
                                      question:

Less than $1 million                  5%

$1 million or more but less than      7%
$10 million

$10 million or more                   10%


                  No Cancellation Charge shall be applied if the rescheduling of
                  the Order is attributable to any material non-performance of
                  Company in its obligations hereunder. In addition, in no event
                  shall Motorola be responsible for any charges related to any
                  manufacturing or ordering of services or materials by Company
                  done in advance of the factory lead time necessary to meet the
                  requested delivery date shown on such Order. Further, in the
                  event of a cancellation, Company shall take all reasonable
                  steps to reallocate Products to other Customers.

         (b)      Special Cancellation Charges. Notwithstanding the foregoing,
                  the following special cancellation charge schedule ("Special
                  Cancellation Charge Schedule") shall apply to Orders that
                  become subject to the Special Cancellation Charge Schedule
                  pursuant to the procedures set forth below:


If the price for Products             Then the cancellation charge
cancelled  is in the following        shall be in an amount equal to
amounts ...                           the  actual charges incurred but
                                      shall not exceed the following
                                      percentage of the price of the
                                      Products for the Order in
                                      question:

Less than $1 million                  10%


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$1 million or more but less than      15%
$10 million

$10 million or more                   20%


                  In order for an Order to become subject to the Special
                  Cancellation Charge Schedule, it must, if accepted by the
                  Company and fulfilled in accordance with its terms, result in
                  a 300% increase in the Company's production rates over the
                  quarterly run rates. The run rate shall be calculated as the
                  average number of: ____ # of Central Terminals, _____ # of
                  Access Concentrators and ____# of Subscriber Units produced in
                  the previous quarter. If an Order meets the foregoing
                  requirement, then the Company may, in connection with its
                  acceptance and acknowledgement of the Order, indicate in
                  writing to Motorola that such Order shall be treated as being
                  subject to the Special Cancellation Charge Schedule; if
                  Company fails to indicate in connection with its acceptance
                  and acknowledgement of the Order, the Order shall not be
                  subject to the Special Cancellation Schedule. If the Company
                  in its Order indicates that such Order shall be treated as
                  being subject to the Special Cancellation Charge Schedule,
                  Motorola shall have seven (7) business days to indicate to
                  Company its acceptance of such treatment; if Motorola fails to
                  indicate acceptance of such treatment within such time period,
                  the Order shall be deemed accepted and subject to the Special
                  Cancellation Charge Schedule. If Motorola indicates its
                  rejection of such treatment with seven business days, the
                  order shall be deemed to be cancelled and of no further force
                  and effect.

         4.7 No Minimum Purchase. This Agreement shall not be construed as a
         purchase order for any Products. Motorola is under no obligation to
         place orders for any minimum quantity of products. Notwithstanding the
         foregoing, Motorola will use reasonable commercial efforts to promote
         Company products and in the spirit of this Agreement, Motorola has
         purchased two (2) demo/lab systems.

         4.8 Factory Acceptance Testing. Company is responsible for the
         development of the factory acceptance test plan ("FATP") for the
         Products. The FATP must be submitted to Motorola for review and
         approval or comments four (4) weeks prior to the planned start of
         acceptance testing for Products to be delivered to Motorola under this
         Agreement. Motorola must provide its comments concerning the FATP, if
         any, within two (2) weeks and the FATP must be approved by both
         Parties, which approval shall not be unreasonably withheld, prior to
         the start of Product factory acceptance testing. The FATP will be a
         subset of Company's standard product verification testing. Factory
         acceptance testing will take place at Company's facilities. All
         Products shall be subjected to factory acceptance testing. Prior to
         factory acceptance testing, Company shall provide Motorola with a set
         of pre-FATP engineering release notes.

         4.9 Acceptance Criteria. The criteria that must be met by the Products
         in order for the Products to be deemed factory accepted shall be set
         forth in the FATP. Results of factory acceptance testing shall be
         recorded in a Manufacturing Test Report.

5.       Packaging and Shipping.

         5.1 Packing Lists. Company shall include a complete packing list for
         each Order stating Order number, Motorola's part number, Company's part
         codes, serial number(s) and/or applicable Software version, quantity
         and date shipped, and Company's invoice number. A copy of the
         Manufacturing Test Report, which shall be a subset of the FATP, shall
         also be packed with each Product. Configured Hardware should be
         identified by one unique part number. Preloaded Software must be
         identified by a separate part number which also identifies the Software
         version. A receiving checklist which includes a detailed diagram of the
         assembled Hardware shall also be packed in the shipment. For
         international shipments, two (2) packing lists shall be provided for
         each Order.

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         5.2 Markings. Company shall mark the outside of all packages with
         necessary shipping information including Order number, part number,
         quantity shipped, addresses of Company and Customer or Customer's
         designee, and other requirements agreed upon between Motorola and
         Company. Company shall follow Motorola's reasonable instructions
         concerning the use of any Trademarks of Motorola, or any word or symbol
         likely to be confused with any Motorola Trademark, either alone or in
         any combination with another word or words. Further, when using the
         trademarks of Motorola, Company may only use the Trademarks of Motorola
         as directed by Motorola for labeling and shipping of the Product as set
         forth in Exhibit F.

         5.3 Packaging. All Products shall be packaged in such a manner to
         prevent physical damage (including damage from electrostatic discharge)
         to the Products during shipment and delivery assuming customary and
         normal standards of handling. Freight and insurance associated with the
         shipment of any replacement Products due to a failure of Company to
         properly package the Products shall be the responsibility of Company.
         Motorola and Company will agree to work together to determine the best
         method of supplying Motorola's logo and labels to Company. Such
         materials shall be supplied to the Company at no charge to the Company
         and shall be supplied at times and in quantities sufficient for Company
         to meet Motorola's Orders.

         5.4 FCA, Risk of Loss, Title. The FCA (as defined in Incoterms, 1990
         edition), point of shipment shall be at Company's origin in the UK.
         Title to Product Hardware and risk of loss of the Products shall pass
         to Motorola at origin/Company's plant upon Company's tender of delivery
         by Company to Motorola's designated freight forwarder or carrier. Title
         to the Software shall not pass to Motorola or its Customer at any time.
         Motorola shall pay all freight and insurance costs from point of origin
         on a pre-pay and add basis and all applicable customs duties and
         similar charges.

         5.5 Shipping. All items shall be shipped FCA, as specified above, in
         the manner specified in the Orders. If Company ships Products by a
         transportation method other than that specified on the Order, Company
         shall be liable for the difference, if any, between the cost of freight
         incurred and cost of freight which would have been incurred had Company
         complied with the Order's shipping instructions. In the event any
         shipment will not meet the delivery date (except as provided herein),
         routing may be changed to premium transportation at Motorola's request.
         In that event, Company shall bear the expense of any difference in
         freight cost for the premium transportation unless the failure to meet
         the delivery date is due to acts or omissions or delays of Motorola or
         its customers or due to force majeure events. Company will, at
         Motorola's request, drop ship product directly to Motorola's Customers
         worldwide.

         5.6 Motorola must inform Company of any loss in transit or damages(s)
         to the Equipment and Software, and co-operate with Company in filing
         any claims with the carrier for such loss in transit or damage(s).

         5.7 In this Agreement, "Incoterms" means the most recent international
         rules for the interpretation of trade terms published by the
         International Chamber of Commerce as in force at the date when this
         Agreement is made. Unless the context otherwise requires, any term or
         expression which is defined in or given a particular meaning by the
         provisions of Incoterms shall have the same meaning in this Agreement,
         but if there is any conflict between the provisions of Incoterms and
         this Agreement, the latter shall prevail.

6.       Foreign Regulatory Approvals and Export Controls.

         6.1 Regulatory Approvals. Motorola and Company will work jointly to
         obtain foreign government regulatory approvals for the Products. In the
         event that type approval or certification has not previously been
         obtained by Company, and is required (as reasonably agreed upon by the
         parties), Company and Motorola will work together to secure type
         approval and certification as required. In such circumstances, Company
         and Motorola shall equally split 50/50 all costs and charges associated
         with such approvals. However, each Party is responsible for their own

                                      -8-
<PAGE>

         internal costs associated with such type approvals or certification.
         Company shall be free to use such approvals in its other business
         activities.


         6.2 Export Controls. Motorola shall obtain all export licenses and
         other government authorizations necessary for the shipment of any
         Products with such assistance from Company as Motorola may reasonably
         request.

7.       Delivery.

         7.1 Delivery Date. The delivery date shall be the date that is set
         forth in the Order. Delivery of Services shall be in accordance with
         agreed to milestones stated in the applicable Order.

7.2      Late Delivery.

         (a)      As soon as Company becomes aware that any delivery is likely
                  to be late, Company will promptly notify Motorola and keep
                  Motorola informed about the circumstances causing the delay.
                  In the event Company fails to make delivery on time, Motorola
                  may give Company notice of such delinquency, allowing Company
                  a reasonable time to cure. In no event shall such cure period
                  exceed fifteen (15) days from the originally scheduled
                  delivery date, unless otherwise agreed upon by the parties. In
                  the event Company fails to deliver any portion of the ordered
                  Products during such period, Motorola, at its option, may
                  cancel the undelivered portion of such Order at no charge.

         (b)      Liquidated Damages. In the event Motorola incurs late fees
                  from its Customers attributable entirely to the fault of
                  Company, Motorola, at its discretion, may invoice Company for
                  such liquidated damages. Company shall have no liability for
                  late fees, liquidated damages, or the like if the delay is
                  attributable to a Force Majeure Event or any default by
                  Motorola. Company shall incur no late fees, liquidated damages
                  or the like unless such fees or damages are imposed on
                  Motorola by its customer. Under no circumstances, even if
                  orders submitted by Motorola and accepted by Company provide
                  for late fees or liquidated damages that are higher, shall the
                  aggregate amount of late fees or liquidated damages for an
                  order exceed a maximum of fifteen (15%) of the value of the
                  delayed items under the applicable Order. The schedule for
                  payment of late fees or liquidated damages shall not exceed
                  the following: 0.5% per day of the value of the delayed items
                  under the applicable Order for each day of delayed delivery
                  after the date falling fifteen (15) days after the scheduled
                  delivery date, to the extent such delay is not attributable to
                  a Force Majeure Event or default by Motorola. In the event
                  that the system may be put into commercial service without the
                  delayed items, then the liquidated damages will be limited to
                  a cap of 15 % of the value of the delayed items. However, if
                  the delayed items prevent the system to be put into commercial
                  service due to the delay, then the 15% cap applies to the
                  value of the total system. Payment of late fees, liquidated
                  damages or the like shall be the sole exclusive remedy against
                  Company in respect to late delivery.

         7.3      Acceptance and Rejection.

         (a)      Delivery and Testing. When Company delivers Products to
                  Motorola or its Customers, Company shall provide a written
                  statement listing the items delivered and stating that they
                  are ready for Motorola's Acceptance Testing. Such statement of
                  readiness will be in Company's standard format and may be
                  accomplished via electronic transmission if stated in the
                  Order. Motorola and Company shall develop a joint Acceptance
                  Test Procedure ("ATP") and acceptance criteria, which shall be
                  based on the FATP, and incorporate such ATP herein as Exhibit
                  "C". Such Exhibit "C" shall be jointly approved by Motorola
                  and Company, which approval shall not be unreasonably
                  withheld, including how it will be applied to each such
                  Product delivery. At their sole option, Motorola, with the
                  assistance of Company for a maximum of three (3) Orders placed
                  by Motorola under


                                      -9-
<PAGE>

                  this Agreement, may examine, install and test the Products in
                  accordance with the ATP prior to shipment to Motorola's
                  Customers to determine whether the Products conform to the
                  applicable Product Order and Exhibit "B" Specifications.
                  Company shall assist Motorola in developing additional test
                  plans as may be required for new customers.

         (b)      Acceptance. After installation of a Product(s), Motorola's
                  deployment team may perform acceptance testing upon the
                  Product(s) to ensure that the Product(s) is properly installed
                  and substantially performing in accordance with the Product
                  Specifications. Acceptance testing shall include a detailed
                  demonstration of the Products by Motorola to the relevant
                  Customer. This demonstration will include an interactive
                  operation of the Products with the various components supplied
                  to the Customer, and will be deemed complete upon confirmation
                  by Motorola's deployment team that the Products are in proper
                  working order per the Product Specifications. Upon receipt of
                  such confirmation, Company shall, for a maximum of (3) Orders
                  placed by Motorola under this Agreement, assist Motorola
                  and/or the Customer in conducting acceptance tests using
                  simulated and/or actual data, at Motorola's discretion, for a
                  period not to exceed ten (10) days from the conclusion of the
                  Motorola Testing Period (the "Customer's Testing Period").
                  Within five (5) days after completion of Customer's Testing
                  Period, Motorola and Customer shall complete and execute a
                  Hardware Acceptance Checklist and a Software Acceptance
                  Checklist in the forms attached as Exhibit C (each a
                  "Checklist"), which shall state with specificity any aspects
                  of the Product(s)'s performance which do not substantially
                  conform to the Product Specifications. If the checklists
                  demonstrate that the Product(s) substantially conforms to the
                  Product Specifications, then such Product(s) shall be
                  considered accepted by Motorola and the Customer.

         (c)      Rejection. Motorola reserves the right to refuse delivery of
                  any Products which are not in material compliance with the
                  provisions of any Order or the material provisions of this
                  Agreement. Motorola, at its option may return, freight
                  collect, all Product received, which is not in material
                  compliance with the order or this Agreement, in its original
                  condition, to Company at Company's location in the UK or may,
                  at its option, retain such Product and make an appropriate
                  adjustment to the Purchase Order agreed upon by Company.

                  Incorrect or Dead on Arrival (DOA) Delivery. Company will use
                  all commercially reasonable efforts to deliver Product
                  replacement to Motorola or its designated freight forwarder,
                  or Customers ( as designated by Motorola) for materially
                  incorrect shipments or DOA (i.e. Products that materially fail
                  to perform "out-of-box" ) shipments within twenty-four (24)
                  hours of notice Motorola. If Company is unable to meet these
                  requirements, Company shall contact Motorola and the Parties
                  will mutually agree upon an alternative delivery schedule.

                  If Motorola properly rejects the installation of a Product(s)
                  pursuant to Section 7.3(b), then Company will work promptly,
                  diligently and continuously to correct the deficiencies such
                  that the Product(s) is performing substantially in accordance
                  with the Product Specifications as soon as reasonably
                  practicable thereafter. If the Product(s) is not so performing
                  within thirty (30) days following the rejection, Motorola may,
                  as its sole and exclusive remedy, cancel the Order, return at
                  Company's cost all of the Product, in its original condition,
                  ( except for ordinary wear and tear and necessary adjustments
                  for installation and de-installation) to Company at Company's
                  location in the UK, and receive a full refund of all fees paid
                  to Company for the Product(s) and associated services.

         (d)      The provisions of this Section 7 shall also apply to
                  installations of Hardware or Software on a Product(s) after
                  the initial installation of such Product(s), except that: (i)
                  for a maximum of three (3) Orders placed by Motorola under
                  this Agreement, Company and Motorola and/or its relevant
                  Customer shall first test the newly-installed Hardware or
                  Software and subsequently test the Product(s) after
                  integration of the newly-installed items; (ii) Motorola may
                  reject such newly-installed Hardware in the manner described
                  in


                                      -10-
<PAGE>

                  Subsection (b); (iii) Company shall have sixty (60) days to
                  correct the deficiencies with such Hardware or Software; and
                  (iv) if Company fails to do so, Motorola may terminate its
                  obligations with respect to such additional Hardware or
                  Software within thirty (30) days following expiration of such
                  60-day period, in which case Company shall refund to Motorola
                  all fees paid for such newly installed Product following
                  return by Motorola of the Products to the Company, in their
                  original condition, ( except for ordinary wear and tear and
                  necessary adjustments for installation and de-installation) at
                  the Company's location in the U.K..

         7.4 No Waiver. Neither Motorola's acceptance of partial shipments nor
         provision for delivery of Products in installments shall relieve
         Company of its obligations under this Agreement.

8.       Prices and Payment.

         8.1 Prices. The prices payable for the Products are as set out in
         Exhibit "A". Prices stated shall be firm fixed for orders placed during
         the initial term of this Agreement, and thereafter, for periods after
         the initial two year term, may be adjusted annually by the Company by
         notice given by Company to Motorola at least ninety (90) days prior to
         the then applicable contract expiration date. After the initial term of
         this Agreement, price changes shall not be made more often than once a
         year, effective on the anniversary of the Agreement Date unless agreed
         otherwise in writing by both Parties. Company shall provide Motorola
         ninety (90) days prior written notice of any intent to change its
         prices for Products from those set forth on Exhibit A. Nothing herein
         shall prevent the Company from adding new products and prices
         associated with those products to the price list and either during or
         after the initial term of this Agreement, setting prices for Upgrades
         and Products incorporating Upgrades.

         8.2 Payment Terms. All payments for the Products shall be made in U.S.
         dollars at the applicable prices detailed in Exhibit "A", and are due
         net forty-five (45) days after the date on which Motorola receives a
         correct invoice therefor. Company's invoices shall contain (i)
         Motorola's "Invoice to" and "Ship to" addresses as specified by the
         Order, (ii) Order number, (iii) applicable price(s) and discount, and
         (iv) reference to this Agreement. Payment of invoices shall not
         constitute acceptance of the Products and shall be subject to
         adjustments for shipment shortages and other failures of Company to
         meet the requirements of this Agreement.

         8.3 Late Payment Fee. Payments not made when due shall thereafter bear,
         at the option of the receiving party, interest at a rate equal to the
         lower of (x) 12% per annum, or (v) highest rate permitted by applicable
         law.

         8.4 Taxes. The prices set forth in Exhibit "A" for the Products do not
         include applicable sales, use, excise or similar taxes. To the extent
         Company is required by law to collect such taxes, they shall be a
         separate line item on invoices and paid in full by Motorola, unless
         Motorola is exempt from such taxes and furnishes Company with an
         appropriate certificate of exemption.

         8.5 Most Favored Customer. Notwithstanding any other provision of this
         Agreement, the prices, services and warranties granted by Company to
         Motorola pursuant to this Agreement taken as a whole are hereby
         warranted by Company to be comparable to or more favorable to Motorola
         than the comparable prices, services and warranties offered by Company
         to any of its other customers, purchasing the same Products in the same
         or substantially the same quantities, under substantially similar
         terms, during the term of this Agreement, including any renewal
         thereof. Upon discovery that Company is or has provided more favored
         prices, services and warranties, taken as a whole, to any other
         customer in violation of the foregoing, Company shall immediately
         provide notice to Motorola of such fact and this Agreement shall be
         deemed to be automatically amended to include such more favored prices,
         services and warranties, taken as a whole.

                                      -11-
<PAGE>

         8.6 If Company breaches the warranty in 8.5 above, Motorola's sole and
         exclusive remedy shall be for Company to provide the more favored price
         or warranties to Motorola, effective immediately, from the date
         Motorola or Company discovers the breach.


9.       Product Changes.

         9.1 Company shall provide Motorola ninety (90) days prior written
         notice of any intent to change: (a) any material changes in quality
         control for manufacturing processes for the Products; (b) any material
         functionality or physical characteristics of the Products; or (c) part
         number(s) before substituting Products with new numbers for Products
         ordered under old numbers. This does not include Modifications that are
         provided as part of normal maintenance Services.

         9.2 No Discontinuance. Company may not discontinue the production or
         availability of any Products at any time during the term of the
         Agreement without giving Motorola seven (7) months prior written notice
         (with details as to replacement products) or receiving the prior
         written approval of Motorola, which will not be unreasonably withheld.
         During such seven (7) month notice period, Motorola may purchase or
         license additional quantities of the Products being discontinued. In
         the event of a Products discontinuance under this Agreement, Company
         shall provide substitute Products which under normal and proper use:
         (i) shall not materially or adversely affect physical or functional
         interchangeability or performance (except where there is written
         agreement between the Parties that specific characteristics will be so
         affected), (ii) shall not detract from the safety of the Products, and
         (iii) shall be type-accepted by the appropriate authority, if required.
         Company will use all commercially reasonable efforts, subject to
         technology and vendor availability, to provide support for ten (10)
         years after notice of product discontinuance.

         9.3 Compatibility. Company shall use its commercially reasonable
         efforts to ensure that all Products, including any future releases
         thereof, shall be backwards compatible with, at a minimum, all
         current/inservice Products, both software and hardware, and any
         releases made available during the two (2) years prior to the date any
         new release is first made available to Motorola; and upwardly
         compatible with any future release of any Products which Motorola
         purchases or licenses under this Agreement.

         9.4 Change Order Process. Notwithstanding Section 9.3, any changes to
         Products after acceptance thereof which affect the technical
         functionality of the Products in any material respect must be submitted
         in writing (in the form of a "Change Order Request") to Motorola
         preferably within six (6) months but in no event less than four (4)
         months prior to the intent to implement the change. Motorola will
         review proposed changes within six (6) weeks of receipt of the Change
         Order Request. Motorola will respond in writing with an approval or
         alternative recommendation for the change. Proposed changes to Products
         Specifications (Exhibit "B") as well as the introduction of future
         Upgrades shall be subject to this change process. Such notice period
         shall not apply in the event that the change is implemented to
         introduce a bug-fix, repair or other modification to restore
         functionality to that of the product specification described in Exhibit
         B.

10.      Product Documentation.

         10.1 Documentation Deliverables. Upon execution of this agreement,
         Company shall provide Motorola with two (2) complete master sets of
         Documentation, of the type it generally provides to Customers of the
         Products, at no additional charge. Documentation shall also be provided
         to Motorola in a mutually agreed to electronic format. Company shall
         notify Motorola of Company's Product release notices so that Motorola
         may integrate such notices into the Documentation. Company shall
         further provide any content/page updates or revisions, and series
         numbers, if affected, on the date of their release for incorporation
         into the master set. Prior to the first commercial installation of the
         Products, Company and Motorola shall jointly develop a process for


                                      -12-
<PAGE>

         the delivery and revision of future documentation releases. Once
         integrated, Motorola shall provide Product Documentation to Company via
         electronic format and Company shall ship such integrated Documentation
         to Customers when drop shipping Products.

         10.2 Rights to Documentation. Company grants to Motorola a
         non-exclusive, worldwide, perpetual, royalty-free license to edit,
         reproduce and merge into other Product materials and Documentation or
         other written materials, including any revisions thereof, Documentation
         provided under this Agreement. Motorola shall be responsible for the
         final style edit and formatting, to ensure consistency with the overall
         Motorola documentation style, graphics and format. Motorola may use any
         Documentation internally, as well as sell or otherwise make available
         such Documentation to Customers. Company grants Motorola the right to
         remove any trademark, copyright or other notices which may appear in
         the body of any such Documentation and to place Motorola's own
         trademark, copyright and other notices on such Documentation. Company
         grants to Motorola all licenses under any copyrights or trademarks or
         other rights which may be necessary in order to provide the foregoing
         rights. Company is granted no rights in any Product Documentation or
         materials that contain edited, reproduced or merged Documentation.
         Motorola shall use the Documentation so licensed to Motorola only for
         purposes of providing sales , marketing, maintenance and support of
         Products sold by Company hereunder and for purposes of providing such
         Documentation to Motorola's Customers only for use in their maintenance
         and support of Products sold by Company hereunder.

         10.3 Language. Motorola and Company acknowledge and agree that the
         Documentation shall be in the English language. Motorola has the option
         to contract with Company to have the Documentation translated into one
         or more foreign languages at reasonable rates and terms. If Motorola
         translates the Documentation into a foreign language, Motorola shall
         provide a copy of the translation to Company and Company shall be free
         to use such translations, after removing Motorola trademarks and
         tradenames, in its other business activities.

11.      Training.

         11.1 Training Courses. Company shall provide an initial training
         courses up to a maximum of three (3) courses for Motorola's personnel
         to integrate, install, operate and maintain the Products and utilize
         any necessary test equipment for a maximum of twenty (20) employees or
         contractors of Motorola. Such courses shall be for a total of forty
         (40) hours ( 5 business days) per employee. One of these courses may
         include a "Train the Trainer" course. All slides and scripts developed
         by Company shall be made available in electronic format for use by
         Motorola at no charge, provided that Motorola shall use the same only
         for maintenance and training with respect to Products sold by Company
         under this Agreement. Motorola personnel sent to such courses shall
         have an appropriate technical background. Concurrent with the execution
         of this Agreement, Company and Motorola shall mutually agree on the
         date on which the initial training course shall commence. In any event,
         the initial training course shall commence within thirty (30) days of
         Motorola's reasonable request. Such course shall be made available at a
         location defined by Company and at no cost to Motorola. Company shall
         also provide training for three (3) new Motorola employees per year at
         a location defined by Company and at no cost to Motorola. For the
         avoidance of doubt, Motorola shall be responsible for all travel, per
         diem and accommodation costs incurred by their personnel.

         11.2 On-Site and Additional Training Courses. Company shall, at
         Motorola's reasonable request, and at a mutually agreeable time,
         conduct on-site training courses for Motorola's Customers, or other
         additional training courses, at any reasonable location designated by
         Motorola on a subcontract basis at the Company's prevailing rates in
         effect at the time of scheduling. Current pricing for Company's
         training classes are set forth in Exhibit A; such prices shall be firm
         for the initial two year term of this Agreement. Motorola shall also
         pay all actually incurred, reasonable and customary travel and per diem
         expenses for conduct of such courses, provided Motorola has previously
         approved of such expenses in writing.

                                      -13-
<PAGE>

         11.3 Training Material. Company shall supply each trainee a complete
         set of appropriate reproducible training aids, lesson plans, handouts
         and associated materials pertaining to the Products for use by
         Motorola's personnel. Company shall provide Motorola, upon Motorola's
         reasonable request and at no charge, additional training material
         handouts for use in any Motorola Customer training program. Company
         grants to Motorola the right and license to reproduce all or any part
         of the documents described in this Subsection and revisions thereof
         solely for use in such training programs in connection with the
         Products provided that the rights of Company in copyrighted material
         that is Confidential Information are safeguarded by Motorola as set
         forth in this Agreement (including those of Section 10.2).

12.      Warranties.

         12.1     Hardware.

         (a)      Hardware is warranted to be free from defects in material and
                  workmanship and to conform in all materials respects to the
                  Product Specifications for twenty-one (21) months from the
                  date of delivery of the applicable Hardware Products.

                  This Warranty applies to both domestically as well as
                  internationally deployed Product(s)s. Replacement or repaired
                  parts and depot labor at Company's facility (for repair of
                  parts) will be provided free of charge for the full warranty
                  period. Replacement or repaired parts may be drop shipped
                  directly to Motorola's customers or may be dropped shipped to
                  a Motorola's specified depot.. Motorola (or its Customer)
                  shall pay for costs of deinstalling defective parts and
                  installing replacement or repaired parts. Motorola shall
                  reimburse Company for costs incurred by Company in the event
                  of NFF (No Fault Found) in accordance with Company's prices as
                  set forth in Exhibit I Motorola shall prepay for shipping the
                  Product to Company and Company shall be responsible for the
                  costs of shipping the Product back to Motorola as specified by
                  Motorola . Motorola returns shall comply with Company's
                  standard MRR and other warranty procedures as set forth in
                  Exhibit I. Twelve month extended warranties for Hardware may
                  be purchased beyond the initial warranty period. Extended
                  warranty pricing shall be as set forth in Exhibit "A".

         (b)      In the event of a breach of Company's warranty in respect of
                  Hardware, Company shall repair or replace the part according
                  to the following procedures and those set forth in Exhibit I.
                  All costs incurred by Company during this process of repair,
                  repurchase or replacement of Company products, including but
                  not limited to, costs of repurchase or replacement shall be
                  borne by Company. In addition, during the warranty period,
                  Company will perform the following : (i) replace any defective
                  board with a Spare FRU within five (5) business days, for
                  emergencies, and ten (10) business days, for non-emergencies,
                  of receipt of the defective board or repair any defective
                  board within twenty five (25) working days of receipt.
                  Hardware not manufactured by Company will be repaired or
                  replaced within twenty-five (25) working days of receipt or
                  more promptly as arrangements with the manufacturers or
                  vendors thereof permit; (ii) provide Motorola with a list of
                  the Spare FRU model numbers from which the replacement of a
                  defective board shall be made; modifications to this list may
                  be made at any time with or without notice to Motorola or its
                  Customer; (iii) issue a Material Return and Replacement (MRR)
                  number to Motorola prior to Motorola's Customer's return of
                  the defective board; (iv) provide Motorola's Customers with
                  repair tags, return goods shipper forms, and shipping labels,
                  as reasonably required; (v) pay all transportation charges for
                  return of the board to Motorola's Customer; (vi) if Motorola
                  has provided Company with a blanket (call-off) purchase order,
                  provide emergency service by sending Spare FRUs within one (1)
                  business day after notification by Motorola to Company of such
                  emergency; (vii) upon Motorola's request, provide Motorola
                  with a copy of Company's then-current Policies and Procedures
                  for repair and replacement of defective equipment; (viii)
                  on-site repair within the USA can be performed at an
                  additional charge; such charge shall be quoted to Motorola's
                  Customer and approved before dispatch of personnel; and (ix)
                  Company may


                                      -14-
<PAGE>

                  elect to either repair or replace third party equipment with
                  the assistance of third party service providers. Motorola End
                  Users shall approve the quote for field support.


         12.2     Spares.

         (a)      Company shall provide spares for all Hardware under contract
                  according to the following procedures and those set forth in
                  Exhibit I. All orders for Spare parts then in stock will be
                  shipped within five (5) business days of receipt of the order,
                  although Company will use its reasonable efforts to ship
                  emergency related Spare parts orders within one (1) business
                  day. If ordered spare item is not in stock at such time, the
                  order will be shipped when spare item is available. Company
                  warrants that upon delivery of the Spares to Motorola and for
                  a period of twenty-one (21) months thereafter, all Spares
                  purchased hereunder will be free from defects in material,
                  workmanship and design and will perform in all material
                  aspects in accordance with the Product Specifications for such
                  parts. Company further warrants that each Spare will be a fit,
                  form and function replacement of the part it is designed to
                  replace and that Spares for Products having a prescribed mean
                  time between failures ("MTBF") will meet or exceed such MTBF
                  specifications.

         (b)      In the event spares delivered hereunder do not meet the
                  requirements of Section 12.2(a), Motorola may have the same
                  remedies as set forth with respect to Hardware (Section
                  12.1(b)).

         12.3     Software.

         (a)      Company further warrants that for a period of twenty-one (21)
                  months from the date of delivery, the Software licensed under
                  this Agreement will be free from defects that result in
                  malfunctions and will perform in all material respects the
                  functions described in the Specifications in Exhibit "B". If
                  Motorola finds a defect in the Software's performance during
                  this period, Company will, replace or modify the Software in
                  accordance with the terms of Section 12.3(b) and those
                  procedures set forth in Exhibit I. so that it performs in all
                  material respects in accordance with the Specifications in
                  Exhibit "B", all in accordance with the further provisions of
                  Section 12.3(b).

         (b)      Correction of Defects. At Company's sole cost and expense,
                  Company agrees to respond to and make all commercially
                  reasonable efforts to complete correction of any breach in
                  warranty, during the applicable warranty period, in the
                  Software in accordance with Exhibit "D" and the following
                  definitions and priority classification:

                  Severity 1        Causes data corruption
                                    or Product(s) crash or
                                    Motorola cannot make
                                    effective use of the
                                    Software


                  Severity 2        Feature does not work
                                    as documented, no
                                    reasonable work-around
                                    exists and Motorola
                                    has a critical need of
                                    the feature


                  Severity 3        Feature does not work
                                    as documented but a
                                    reasonable work-around
                                    exists or Motorola can
                                    wait for the next
                                    release for a fix


                  Severity 4        Enhancement request.

                  Company shall correct: (i) any Severity 1 problem within
                  forty-eight (48) hours from verification of such defect; (ii)
                  any Severity 2 problem within ten (10) business days from
                  verification of such defect; (iii) any Severity 3 problem
                  within forty-five (45) days from verification of such defect;
                  and (iv) any Severity 4 problem on a case-by-case basis.

         (c)      Updates. Software Modifications shall be provided at no
                  additional cost to Motorola during the term of this Agreement
                  and any extension thereof and shall be warranted to the same
                  extent as the original Software for a period of twenty-one
                  (21) months from the date of delivery. Software Upgrades shall
                  be supplied under the terms of this warranty


                                      -15-
<PAGE>

                  for the Software Warranty Period, including any extension
                  thereof, and during any period in which Motorola has paid or
                  has deemed to have paid Maintenance fees.

         (d)      Year 2000 Warranty. Supplier represents and warrants, in
                  addition to all other representations and warranties, that
                  until July 31, 2001, the Products supplied will be: (i) free
                  from any error(s) or defect(s) relating to date data
                  (including leap year calculations); (ii) will not generate any
                  invalid and/or incorrect date-related results; and (iii) such
                  date data will not impair the performance, output or accuracy
                  of Motorola's systems or products. In the event of a breach of
                  the foregoing warranty, Company shall repair or replace the
                  Software that does not comply with such warranty.

         12.4     Epidemic Failures

         (a)      Under Warranty. In the event an Epidemic Failure occurs during
                  the applicable Warranty period, Company shall immediately take
                  remedial action at its sole expense, which may include
                  in-field inspection and onsite Services for replacement of all
                  Products and/or Software with a reasonable probability for
                  such a failure.

         (b)      Out of Warranty. If an Epidemic Failure occurs in any Products
                  and/or Software that has not continuously been under the
                  warranty as set forth herein, then within five (5) days of
                  notification from Motorola, Company shall prepare and propose
                  a corrective action plan for remedying such Epidemic Failures.
                  Upon approval of the corrective action plan by Motorola,
                  Company shall promptly implement the corrective action plan at
                  an agreed upon fee.

         12.5     Services. All Services performed by Company under this
                  Agreement shall be performed in a good and workmanlike manner
                  in accordance with the applicable Telecommunications Industry
                  Standards. All Services and Maintenance obligations, as listed
                  in Exhibit "D", are warranted for twenty-one (21) months from
                  date of delivery.

         12.6     Extent of Warranties.

         (a)      The warranties of Company, together with any applicable
                  service guarantees, shall run to Motorola. However, Company
                  agrees that Motorola can direct Customers who experience
                  warranty problems with Products to ship the relevant item, on
                  behalf of Motorola, directly to the Company and on direction
                  of Motorola, the Company shall drop ship to the location of
                  the relevant Customer items that have been repaired or
                  replaced pursuant to the Company warranty. Any NFF charges in
                  connection with any such direct shipments shall remain, as
                  between the Company and Motorola, the responsibility of
                  Motorola, however, Company shall be responsible for costs of
                  shipping NFF Products back to Motorola or its Customers.

         (b)      THE WARRANTIES IN THIS AGREEMENT ARE GIVEN IN LIEU OF ALL
                  OTHER WARRANTIES, EXPRESS OR IMPLIED, WHICH ARE SPECIFICALLY
                  EXCLUDED AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT
                  LIMITATION, IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS
                  FOR A PARTICULAR PURPOSE.

         12.7     General

                  The remedies set forth in this Section for breaches of
                  Company's warranties are Motorola's sole and exclusive remedy
                  for breach of such warranties. Company shall have no liability
                  for any breach of warranty to the extent attributable to the
                  failure of Motorola or its customer to handle, install, or
                  maintain the Products in accordance with the Documentation and
                  good industry practice or to install promptly the latest
                  Modification supplied by Company.

         12.8     Warranty for Repaired Items


                                      -16-
<PAGE>

                  Any repair or replacement of an item of Hardware or Software
                  provided by Company as a result of its warranty obligation
                  hereunder shall be warranted to the same extent as the
                  original item supplied by the Company (and subject to the same
                  exclusions and other provisions of this Section 12) for a
                  period equal to the longer of the original warranty period for
                  the original item subject to repair or replacement or nine (9)
                  months from the date of delivery of the repaired or
                  replacement item.

13.      Technical Support.

         13.1 Technical Assistance. Company shall provide Technical Support and
         assistance in accordance with Exhibit "D", including telephone support.
         Support shall be 7 x 24. The support provided in this Section shall
         extend to both new and old versions of Products for three (3) years
         from acceptance of the Products by Motorola. A complete description of
         the technical support to be provided by Company is set forth in such
         Exhibit "D".

         13.2 Problem Reports. Company shall track, summarize and maintain
         up-to-date status on all problem reports related to the Products
         regardless of whether they are generated by Motorola or Motorola's
         Customers (so long as Motorola forwards such Customer data to the
         Company). Company shall provide Motorola with reports on demand of
         Motorola, but no more than quarterly. Motorola shall have access to the
         aforementioned information at no charge. Company shall assign a
         specific individual to interface with Motorola's personnel.

14.      Quality.

         Airspan would have to review all referenced and associated
         documentation before agreeing to clause 14 and subclauses.

         14.1 Quality System. Company shall maintain a quality system for the
         purpose of achieving major quality improvements in the Products and
         Services supplied to Motorola. As part of Company's quality system,
         Company agrees to qualify with the criteria set forth in the Motorola
         Supplier Assessment, as set forth at Exhibit J-1 including Company's
         participation in bi-annual or annual Supplier Assessments. Company
         agrees to be subject to Supplier Assessment reviews and or audits and
         to work with Motorola to endeavor to improve Company's quality systems
         based on the outcome of the supplier assessments. For the purpose of
         example and not limitation, Services may include training,
         documentation, response center, etc.

         14.2 Audit. Company shall grant Motorola the right, upon reasonable
         notice and at reasonable time, to audit Company's facilities and
         documents that pertain to the Products only, for purposes of verifying
         compliance with the quality terms set forth in this Agreement. Audits
         shall be done no more than once per year.

         14.3 Quality Data. Company shall provide Motorola access to quality
         data for the purpose of measuring and evaluating Company's continuous
         process improvement. Company shall also participate in periodic quality
         reviews to discuss product roadmaps and to conduct operation reviews.

         14.4 Improvement Action Planning. Company shall create a quality
         improvement action plan, coordinated with Motorola (attached hereto as
         Exhibit J) and meet with Motorola on a periodic basis to review
         progress of action items and their quality impact. Company agrees to
         use commercially reasonable efforts to comply with the agreed upon
         milestones in the improvement action plan as set forth in Exhibit J-2.
         In the event that Company fails to comply with the foregoing, Motorola
         may treat such action as a material breach subject to the terms and
         cure periods set forth in Section 22.1(a).

                                      -17-
<PAGE>

         14.5 Participation. Company shall grant Motorola the right to
         participate in reviews of milestones and implementation of revisions to
         Products under this Agreement, all as reasonably agreed to. Motorola
         agrees to promptly provide comments, as applicable.

         14.6 Hardware Development. Company shall maintain a documented and
         repeatable process for Hardware development and manufacturing for any
         Hardware which Company develops and manufactures for Motorola.

         14.7 Software Development. Company shall maintain a documented and
         repeatable process for Software development for any Software which
         Company develops for Motorola.

15.      Company's Commitment to Customer Satisfaction.

         15.1 Company acknowledges that commitment to total customer
         satisfaction is essential to Motorola's continuing success in wireless
         radio markets. A malfunction in the Products or Services may create
         real or perceived customer satisfaction problems and a loss of goodwill
         with customers. It is agreed that such problems may be outside the
         scope of Company's warranty obligations set forth in this Agreement.
         Company represents that it is committed to Motorola's stated
         fundamental objective of Total Customer Satisfaction and will assist
         Motorola in endeavoring to solve problems attributable to the Products,
         when reasonably requested by Motorola. Under no circumstances however
         is this Section, or Section 15.2, intended to give Motorola additional
         remedies for breach of Company's warranty or to expand Company's
         obligations with respect to Products out of warranty.

         15.2 By way of example, and not limitation, at Motorola's reasonable
         request, Company may be requested to periodically attend Customer
         meetings and/or symposiums for the purpose of promoting and responding
         to questions and concerns of Customers utilizing such Products, taking
         action items at such meetings and working with Motorola to endeavor to
         resolve customer satisfaction problems; be requested to attend on-site
         meetings with individual customers who may be experiencing unique
         difficulties with Products; etc. The parties shall mutually agree on
         the allocation of any expenses to achieve the foregoing.

16.      Intellectual Property Rights.

         16.1 IPR of Company. All patents, trademarks, copyrights, mask works,
         circuit layout rights, design rights, trade secrets and other
         intellectual property rights in the Products and Company's Confidential
         Information are and shall remain the exclusive property of Company or
         its licensor.

         16.2 IPR of Motorola. All patents, trademarks, copyrights, design
         rights, trade secrets and other intellectual property rights in
         Motorola's Confidential Information are and shall remain the exclusive
         property of Motorola or its licensors.

         16.3 Integration. Company shall not integrate or merge any Motorola
         Confidential Information into any of the Products, unless otherwise
         specifically directed by Motorola in writing.

         16.4 Motorola shall not undertake any modifications to the Software
         unless necessary to provide support to Customers in the event that
         Motorola is provided Source Code pursuant to the escrow arrangement.
         Motorola acknowledges that, except pursuant to the escrow arrangement
         contemplated hereby, all Software provided hereunder will be provided
         in Object Code only. Motorola shall not decompile, disassemble or
         reverse such Software. .

17.      Trademarks, Tradenames and Service Marks.

         17.1 Right to Use Trademarks. In conjunction with the distribution and
         sale of Products, Company grants Motorola the right to use all
         trademarks, trade names, logos, service marks, quality designations and
         any other proprietary words and symbols ("Trademarks") of Company


                                      -18-
<PAGE>

         associated with the Products in proposal and promotional activities.
         Motorola shall comply with all reasonable rules and regulations
         furnished to Motorola by Company with respect to the use of each such
         Trademark.

         17.2 No Use of Motorola Marks. Company shall not use any Trademarks of
         Motorola, or any word or symbol likely to be confused with any Motorola
         Trademark, either alone or in any combination with another word or
         words, except as authorized by Motorola under section 5.2 and Exhibit F
         of this agreement.

18.      License Grants.

         18.1 Right to Use. Company grants Motorola a perpetual, worldwide,
         except as set forth in Exhibit G, non-exclusive, non-transferable,
         non-assignable royalty-free right to use the Software solely for
         Motorola's internal use in conjunction with sales, maintenance and
         customer support in conjunction with Products supplied by Company
         hereunder and for the uses contemplated by Sections 18.2, 18.3 and
         18.4. The license fee is included in the price of the Products.

         18.2 Right to Sublicense. Company grants Motorola a perpetual,
         worldwide, except as set forth in Exhibit G, non-exclusive,
         non-transferable, non-assignable right to use, reproduce, market and
         distribute, and to grant Customers perpetual, worldwide, except as set
         forth in Exhibit G, non-exclusive, nontransferable, non-assignable
         sublicenses to use, , and copy for backup and archival purposes, the
         Object Code form of the Software, in all such cases solely for use in
         the Products supplied by the Company hereunder, provided that such
         sublicensees agree to be bound by terms and conditions which grant no
         more rights concerning the Software than those contained herein, which
         includes prohibitions against further sublicensing, disclosing,
         disassembling or reverse engineering the Software.

         18.3 Right to Copy. Upon execution of this Agreement, Company agrees to
         promptly provide Motorola two (2) copies of the Object Code form of the
         Software. In lieu of ordering Software from the Company, Company agrees
         that Motorola may copy the Software, in object code form, solely for
         the purpose of sublicensing the Software to Customers for use in
         Products supplied by the Company hereunder. Motorola agrees to provide
         Company, on a quarterly basis, a certificate verifying the number of
         copies made and sublicensed.

         18.4 Right to Use Source Code. Company grants Motorola a perpetual,
         non-exclusive, non-transferable, non-assignable, royalty-free license
         to use the Source Code of the Software, but solely in the circumstances
         and in accordance with the terms of Section 19 herein.

19.      Source Code Escrow.

         19.1 Source Code Obligation. Motorola may, at its option, enter into a
         Software Source Code escrow agreement with Company. Such escrow
         agreement shall state that Company shall deposit, concurrently with the
         execution of this Agreement and on each anniversary of the date of this
         Agreement, with a third party reasonably acceptable to the Company
         ("Escrow Agent"), the most recent Source Code of the Software. Under
         that agreement, in the event Company enters into any voluntary or
         involuntary receivership arrangement or other insolvency procedures
         (with appropriate cure periods for involuntary procedures, to be set
         forth in the Escrow Agreement, attached hereto as Exhibit K), or ceases
         to provide, in all material respects, substantially all of the support
         services required by this Agreement in respect of Products sold by the
         Company hereunder, such cessation continues after appropriate notices
         and cure periods as set out in the Escrow Agreement, and there is no
         successor to the Company undertaking such support, Motorola may direct
         the Escrow Agent to deliver to Motorola the deposited Source Code
         unless Motorola is then in material default under this Agreement
         according to section 22.1(a) (for these purposes, this Agreement and
         Orders placed thereunder shall be taken as a whole). It is understood
         that ownership of the Source Code at all times remains with Company and
         that any release to Motorola of such Source Code is made as an
         accommodation to Motorola and shall


                                      -19-
<PAGE>

         not vest any ownership or ownership rights in Motorola. In the event
         that receivership or insolvency proceedings are dismissed and Company
         continues as the primary obligor under this Agreement, Motorola, within
         twenty (20) working days of receiving notice thereof, shall return the
         Source Code and all copies to the Escrow Agent. During any period of
         time in which the Source Code is in the possession of Motorola, it is
         agreed that the Source Code shall be used only by Motorola and agents,
         such as subcontractors, and may be used and modified solely for the
         purposes of providing continuing support for Products sold by the
         Company under this Agreement; for avoidance of doubt, the Source Code
         shall not be used for development purposes nor duplicated, sold or
         licensed to others or marketed in any manner. Motorola agrees to pay
         all costs of entering into the Software Escrow Agreement and all annual
         renewal costs. Except as specified in this Section, Motorola shall have
         no access to the Source Code.

         19.2 Specific Performance. Company expressly agrees to promptly comply
         with the foregoing obligations and agrees that if Motorola, at its
         option, enters into such a Software Escrow Agreement, then Motorola
         shall be entitled to an order for specific performance of such
         obligation in the event Company's representative, including any trustee
         in bankruptcy, refuses to comply with the foregoing obligations. In the
         event of bankruptcy, the Parties acknowledge that Motorola shall be
         entitled to the full protection provided to licensees of intellectual
         property rights specified in 11 U.S.C. ss. 365.

20.      Confidentiality.

         20.1 Exchange of Confidential Information. From time to time during the
         performance of this Agreement, the Parties may deem it necessary to
         provide each other with Confidential Information. The Parties agree:

         (a)      To maintain the confidentiality of such Confidential
                  Information and not disclose same to any third party, except
                  as authorized by the original disclosing Party in writing.

         (b)      To restrict disclosure of Confidential Information to
                  employees, contractors, and agents who have a "need to know".
                  Such Confidential Information shall be handled with the same
                  degree of care which the receiving Party applies to its own
                  confidential information but in no event less than reasonable
                  care.

         (c)      To take precautions necessary and appropriate to guard the
                  confidentiality of Confidential Information, including
                  informing its employees, contractors and agents who handle
                  such Confidential Information that it is confidential and not
                  to be disclosed to others.

         (d)      That Confidential Information is and shall at all times remain
                  the property of the disclosing Party. No use of any
                  Confidential Information is permitted except as otherwise
                  expressly provided herein and no grant under any proprietary
                  rights is hereby given or intended, including any license
                  implied or otherwise.

         20.2 Responsibilities as to Employees. The receiving Party acknowledges
         that Confidential Information may contain information that is
         proprietary and valuable to the disclosing Party and that unauthorized
         dissemination or use of the Confidential Information may cause
         irreparable harm to the disclosing Party. Therefore, the receiving
         Party shall take appropriate action, by instruction, agreement or
         otherwise, with any employee or contractor permitted access to the
         Confidential Information so as to enable it to hold the Confidential
         Information in confidence or otherwise satisfy its obligations under
         this Agreement.

         20.3 Survival. Each Party's obligations under this Agreement to keep
         confidential and restrict use of the other Party's Confidential
         Information shall survive the expiration or termination of this
         Agreement for a period of five (5) years.

         20.4 Disclosure. Except as may be required by applicable law, neither
         Party shall disclose to any third party the contents of this Agreement
         or any amendments hereto without the prior written


                                      -20-
<PAGE>

         consent of the other Party. The foregoing shall not prevent disclosure
         to a Party's accountants and lawyers.

         20.5 Independent Development. Company acknowledges that Motorola and/or
         third parties are, or may be developing, Products similar in
         functionality to those developed hereunder by Company. Company agrees
         that the receipt of Confidential Information by Motorola from Company
         shall in no way prohibit Motorola and/or third parties from developing
         such applications, provided that the provisions of this Section 20
         regarding the ownership, protection and security of Company's
         Confidential Information have not been breached.

21.      Limitation of Liability and Indemnification.

         21.1     Limitation of Liability. UNLESS SPECIFICALLY SET FORTH HEREIN,
                  AND EXCEPT FOR UNCURED MATERIAL BREACHES OF CONFIDENTIALITY
                  OBLIGATIONS IN THIS AGREEMENT, in no event shall either
                  Motorola or Company (AND THEIR EMPLOYEES, DIRECTORS, AGENTS,
                  OFFICERS , whether as a result of breach of contract OR
                  WARRANTY, tort (including WITHOUT LIMITATION negligence),
                  FAILURE OF ESSENTIAL PURPOSE, or otherwise, have any liability
                  to each other for any indirect, special, incidental or
                  consequential damages, LOSS OF PROFITS, LOSS OF REVENUES OR
                  LOSS OF SALES IN CONNECTION WITH OR RELATED TO THIS AGREEMENT.
                  THE TERM CONSEQUENTIAL DAMAGES AS USED HEREIN SHALL NOT BE
                  CONSTRUED TO INCLUDE DAMAGES AS DEFINED IN THE UNITED STATES
                  CODE 35 U.S.C. 284. THE PARTIES UNDERSTAND AND AGREE THAT
                  DAMAGES UNDER 35 U.S.C. 284 ARE A FORM OF DIRECT DAMAGES.

         21.2 General Indemnity. Subject to the limitations of Section 21.1
         (unless otherwise required by applicable law), Motorola and Company
         agree to indemnify and save each other harmless from any and all
         claims, damages, expenses, suits, loss or liability for any death,
         personal injury, or physical damage to tangible property to the extent
         caused by, or arising from or connected with the performance of this
         Agreement due to or occasioned by the other Party, its officers,
         employees, agents or representatives.

21.3     Intellectual Property Indemnification.

         (a)      Company agrees, subject to the provisions of Section 21.1 (the
                  foregoing is not a limitation on Company's obligation to
                  indemnify Motorola for claims of the type covered by Section
                  21.1 which a third party seeks to recover from Motorola as a
                  result of actual or claimed infringement but are intended to
                  limit Motorola's recovery by indemnity for damages of the type
                  covered by Section 21.1 which are suffered by Motorola) to
                  indemnify and save harmless Motorola, its successors, assigns
                  and Customers from any and all expenses, liabilities, damages
                  or other losses, including court costs and attorney's fees,
                  arising from or by reason of any actual or claimed
                  infringement of any patents, trademarks (other than trademarks
                  of Motorola), copyrights, maskworks, trade secrets or other
                  intellectual property rights by the Products and/or
                  Documentation or any part thereof; and to defend at its
                  expense any action based thereon with respect to the use,
                  license or sale of the Products and /or Documentation by
                  Motorola or the Customers. Company shall be given prompt
                  notice of any claim which is the subject of this Section and
                  shall be given the right to control the defense of the claim.

         (b)      If the use of any portion of the Products developed under this
                  Agreement is enjoined as a result of such suit, then Company,
                  at no expense to Motorola and the Customers, shall either
                  procure the right for Motorola and Customers to continue using
                  the Products or replace or modify same so that they becomes
                  non-infringing and are of equivalent or superior
                  functionality. If neither of the foregoing alternatives are
                  available on terms which are acceptable to Motorola, Motorola
                  may return all or any part of the Products at


                                      -21-
<PAGE>

                  Motorola's sole option, for no less than a full refund of the
                  purchase price or license fees paid under this Agreement.

21.4     Cap on Liability.

                  Except for breach of the Confidentiality obligations,
                  restrictions in this Agreement on use of intellectual
                  property, obligations under Section 21.3, and as otherwise
                  prohibited by law, each party's total aggregate liability
                  arising from or related to this Agreement shall not exceed the
                  higher of (x) $8,000,000 (or (y) the amount invoiced by
                  Company to Motorola for Products and Services sold to Motorola
                  pursuant to this Agreement, regardless of whether such damages
                  are based on breach of contract or warranty, tort (including
                  without limitation negligence) failure of essential purpose or
                  otherwise.

21.5     Customer Agreement to Limitations.

                  Motorola shall use reasonable efforts to attempt to secure
                  from its Customers an agreement to a limitation on indirect,
                  special, incidental, and consequential damages of the type
                  contemplated by Section 21.1.

22.      Termination.

         22.1 Right to Terminate. Either Party may terminate this Agreement upon
         notice to the other if:

         (a)      Material Breach. The other Party breaches a material
                  obligation under this Agreement and such breach continues
                  without cure for a period of thirty (30) days after notice or,
                  if the breach is not one which is capable of being cured
                  within thirty (30) days and the breaching Party has commenced
                  to cure the breach within such time and continues to do so
                  diligently and in good faith, then the breaching Party shall
                  be granted an extension for a reasonable period of time at the
                  discretion of the non-breaching Party.

         (b)      Change of Control. An entity that does not currently control
                  Company or Motorola, as the case may be, acquires either
                  direct or indirect control of the other Party (Company or
                  Motorola, as the case may be) and such Change of Control
                  materially and adversely affects the rights of the terminating
                  party. For these purposes, Change of Control shall mean the
                  possession of the power, directly or indirectly, to direct or
                  cause the direction of management or policies of the Party,
                  whether through the ownership of more than fifty percent (50%)
                  of the then outstanding shares or other equity rights of the
                  Party or by contract or agency or such similar arrangement. In
                  such event, if a Party terminates because of a Change in
                  Control of the other Party, the Parties shall cooperate to
                  conduct an orderly termination of the Agreement. Motorola
                  acknowledges that Company is expecting to conduct an initial
                  public offering in the near future. Motorola agrees that this
                  event alone will not give rise to a Change of Control event
                  that will permit Motorola to terminate this Agreement under
                  this Section 22(b)

         (c)      Insolvency or Cessation of Business. The other Party ceases to
                  conduct business in the normal course in a manner that
                  materially adversely affects the ability of the Party to meet
                  its obligations under this Agreement, becomes insolvent,
                  enters into a general suspension of payments, moratorium,
                  reorganization or bankruptcy, makes a general assignment for
                  the benefit of creditors, admits in writing its inability to
                  pay debts as they mature, suffers or permits the appointment
                  of a receiver for substantially all of its business or assets,
                  or avails itself of or becomes subject to any other judicial
                  or administrative proceeding that relates to insolvency or
                  protection of creditors' rights.

         22.2 Rights and Obligations at Termination. Upon expiration or
         termination of this Agreement for any reason:

                                      -22-
<PAGE>

         (a)      Cease and Destroy. Each Party will promptly cease using and
                  destroy and certify such destruction, or return to the other
                  Party, all items that contain any Confidential Information (as
                  defined herein) of the other Party, except Motorola may retain
                  one copy of Confidential Information for the sole and express
                  purpose of supporting then-existing Customers in connection
                  with their use of products supplied by Company hereunder.

         (b)      Sale of Inventory. Motorola may sell any of its then existing
                  inventory of Products originally purchased from Company.
                  However, Company shall have no warranty and support
                  obligations for such product under Sections 22.2(d) and (g) if
                  this Agreement is terminated because of Motorola's material
                  default pursuant to Section 22.1(a).

         (c)      Right to Use. Unless otherwise provided for herein, Motorola
                  and Customers shall continue to have the right to use Software
                  in Object Code form associated with the Products sold under
                  this Agreement, but subject to the limitations of this
                  Agreement.

         (d)      Spares. Upon termination of the initial term or any renewal of
                  this Agreement, or upon termination for any reason other than
                  Company's total cessation of business, Company agrees to use
                  all commercially-reasonable efforts, subject to vendor
                  availability, to offer for sale to Motorola, in accordance
                  with the provisions set forth herein, functionally equivalent
                  Spares for a period no less than ten (10) years after the
                  expiration or termination of this Agreement. In the event
                  Company is unable to supply such Spares or is unable, after
                  notice and a reasonable period of time, to obtain another
                  source of supply for Motorola, then Company shall provide
                  Motorola and its designated third party manufacturers of such
                  Spares with a royalty-free, non-exclusive license to use
                  intellectual property so that Motorola and such manufacturers
                  will have sufficient information and right to manufacture or
                  to obtain functionally equivalent Spares from other sources,
                  but solely for purposes of supplying Spares for Products sold
                  by Company under this Agreement. Company shall be obligated to
                  provide support services for Hardware, as set forth in Exhibit
                  D, attached hereto, for a period of ten (10) years after the
                  date of termination, and to provide support services for
                  Software, as set forth in Exhibit D, attached hereto, for a
                  period of two (2) years after the date of termination, unless
                  such termination is due to a material breach by Motorola,
                  pursuant to Section 22.1(a). In the event of a Company
                  bankruptcy, for purposes of this Agreement, the Parties
                  acknowledge that Motorola shall be entitled to the full
                  protection provided to licensees of intellectual property
                  rights specified in 11 U.S.C. 365.

         (e)      Outstanding Sums. Company shall invoice Motorola for any
                  outstanding sums which may be owing from any Order as detailed
                  in Exhibit "A. In the event that Motorola terminates for
                  material breach as set forth herein, Motorola reserves the
                  right to offset any damages it incurs against any sums that
                  Motorola owes to Company.

         (f)      Source Code. In the event of a termination due to the
                  conditions set forth in Subsection 22.1(c) above, Company
                  shall provide to Motorola Source Code in accordance with the
                  terms of any escrow agreement entered into pursuant to Section
                  19.

         (g)      Continuation of Services. Upon termination at the end of the
                  initial term or any renewal thereof, unless termination is due
                  to a material breach by Motorola, pursuant to Section 22.1(a)
                  Company will provide warranty remedy, support services, of the
                  type required hereby, until the end of the last applicable
                  warranty period or term of support or maintenance agreement.

23.      Term and Renewal.

         This Agreement shall commence as of the Agreement Date and shall be for
         an initial term of two (2) years, and may be renewed by the Parties for
         successive terms of one-year each, provided that each Party executes a
         written consent as to each one year renewal period sixty (60) days in
         advance of the expiration date of the previous term.

                                      -23-
<PAGE>

24.      Product Liability and Compliance with Laws.

         24.1 Product Liability. Company represents and warrants that the
         Products shall be produced and delivered in accordance in all material
         respects with all applicable laws, rules and regulations governing
         product safety of those jurisdictions from which Company or Motorola
         (with the active cooperation of Company) has obtained or is in the
         process of actively obtaining type certification for the Products.

         24.2 Defense of Claim. Company agrees, upon receipt of notification, to
         promptly assume full responsibility subject to the limitations of
         Section 21.1, for the defense of any suit or proceeding which may be
         brought against Motorola, its directors, officers, agents or Customers
         for personal injury, death, or physical damage to tangible property
         based upon a claim that the Products, or any aspect of the Products,
         breached the representation of Section 24.1, have caused death or
         personal injury, are defective in any way, or were negligently designed
         or manufactured or fail to comply with any product safety laws. Company
         further, subject to the limitations of Section 21.1, agrees to
         indemnify and hold harmless Motorola, its directors, officers, agents
         and Customers against any and all expenses, losses and damages,
         including court costs and attorney's fees, resulting from any such suit
         or proceeding, including any settlement. Motorola may be represented by
         and actively participate through its own counsel in any such suit or
         proceeding if it so desires, and the cost of such representation shall
         be paid by Motorola.

25.      Security.

         Each Party agrees that, when employees or agents of the visiting Party
         are on the premises of the host Party, they will at all times comply
         with all security regulations in effect and of which the Party has been
         apprised. The visiting Party further agrees to abide at all times with
         off premises security regulation when the visiting Party has
         Confidential Information of the host Party. Motorola and Company
         specifically agree not to disclose to any third party any information,
         systems, equipment, ideas, processes or methods of operation observed
         at either Party's facilities, all of which shall be deemed Confidential
         Information as defined herein.

26.      Insurance.

         While performing this Agreement, Company shall maintain insurance in
         such amounts and in such forms and with such insurers as Motorola may
         reasonably request.

27.      Notices.

         27.1 Form of Notices. All notices and other communications required or
         contemplated under this Agreement shall be in writing and shall be
         transmitted to the address shown below either by (i) personal delivery,
         (ii) expedited messenger service, (iii) airmail postage prepaid return
         receipt requested certified mail, or (iv) electronic telefacsimile with
         confirmed answerback.

<TABLE>
         <S>                                              <C>
         Motorola shall send notices as follows:          Airspan Communications Ltd.
                                                          Cambridge House
                                                          Oxford Rd
                                                          UXBRIDGE, UB8 1UN, UK

                                                          Attention:  Director of Marketing
                                                          Telefax:  +44 1895 467152

         Company shall send notices as follows:           Motorola, Inc.
                                                          Network Solutions Sector
                                                          1441  West Shure Drive
                                                          Arlington Heights, Illinois  60004
</TABLE>

                                      -24-
<PAGE>

<TABLE>
         <S>                                              <C>
                                                          Attention:
                                                          John Thode, Wireless Access Systems Division
                                                          General Manager

                                                          Cc:  Laura Jensen, Wireless Access Systems Division
                                                          Senior Marketing Manager
                                                          Telefax:  847-632-2168

                                                          Motorola
                                                          Network Solutions Sector
                                                          Global Alliance Development Department
                                                          1441 W. Shure Drive
                                                          Arlington Heights, Illinois 60004

                                                          Attn:  Legal
                                                          Facsimile: 847-632-2300
</TABLE>

         27.2 When Effective. Notices shall be effective upon the date of
         receipt of delivery or at such time as delivery is refused by addressee
         upon presentation.

28.      Force Majeure.

         28.1 Definition. Neither Party shall be liable for delays in delivery
         or performance when caused by any of the following which include but
         are not limited to, acts or events which are beyond the actual control
         of the delayed Party, including but not limited to the following: (i)
         acts of God, (ii) acts of the public enemy, (iii) acts or failure to
         act by the other Party, (iv) acts of civil or military authority, (v)
         governmental priorities, strikes or other labor disturbances, (vi)
         hurricanes, (vii) earthquakes, (viii) fires, (ix) floods, (x)
         epidemics, (xi) embargoes, (xii) war, (xiii) riots, and (xv) failures
         of common carriers.

         28.2 Extension. In the event of any such delay the date of delivery or
         of performance shall be extended for a period equal to the effect of
         time lost by reason of the delay.

         28.3 Right to Terminate. Notwithstanding the foregoing, in the event
         that such Force Majeure causes Company to be delayed in its delivery or
         performance for more than seventy-five (75) days, Motorola shall have
         the right to terminate this Agreement with no liability whatsoever.

         28.4 Notice. A party claiming delay in delivery or performance, due to
         an act of force majeure as set forth herein, shall send written notice
         thereof and a statement of particulars to the other party, prior to or
         at the time performance would have been required by the non-performing
         party.

29.      Governing Law and Dispute Resolution.

         29.1 Governing Law. The validity, performance, and all matters relating
         to the effect of this Agreement and any amendment hereto shall be
         governed by the laws of the State of Illinois, U.S.A., which shall be
         applied without regard to the U.N. Convention on International
         Contracts for the Sale of Goods.

         29.2 Escalation. Motorola and Company agree to attempt to settle any
         claim or controversy arising out of this Agreement through consultation
         and negotiation in good faith and spirit of mutual cooperation. Any
         dispute between the Parties relating to this Agreement will first be
         submitted in writing to a panel of two senior executives of Company and
         Motorola, who will promptly meet and confer in an effort to resolve
         such dispute. Each Party's executive will be identified by notice to
         the other Party, and may be changed at any time thereafter by notice to
         the other. Any agreed decisions of the executives will be final and
         binding on the Parties. In the event the executives are unable to
         resolve any dispute within thirty days after submission to

                                      -25-
<PAGE>

         them, either Party may then refer such dispute to mediation in
         accordance with Subsection 29.3. Notwithstanding the foregoing, any
         disputes with respect to intellectual property rights shall be
         submitted to the courts and not be subject to the provisions of this
         Section 29.2 or Subsection 29.3.

         29.3 Alternate Dispute Resolution ("ADR"). If those attempts fail, then
         the dispute will be mediated by a mutually acceptable mediator to be
         chosen by Motorola and Company within forty-five (45) days after
         written notice by either Party demanding mediation. Such mediation
         shall be conducted in a location to be agreed upon by the parties.
         Neither Party may unreasonably withhold consent to the selection of a
         mediator or location, and Motorola and Company will share the costs of
         the mediator equally. Each Party shall pay its own attorneys' fees. By
         mutual agreement, however, Motorola and Company may postpone mediation
         until each has completed some specified but limited discovery regarding
         the dispute. The Parties may also agree to replace mediation with some
         other form of alternate dispute resolution, such as neutral
         fact-finding or a mini-trial.

         29.4 Submittal to Courts. Any dispute which cannot be resolved between
         the Parties through negotiation, mediation or other form of ADR within
         four (4) months of the date of the initial demand for ADR by one of the
         Parties shall then be submitted to a court of competent jurisdiction.
         The use of any ADR procedures will not be construed under the doctrines
         of laches, waiver or estoppel to affect adversely the rights of either
         Party. Nothing in this Section will prevent either Party from resorting
         to judicial proceedings if (a) good faith efforts to resolve the
         dispute under these procedures have been unsuccessful, or (b) interim
         relief from a court is necessary to prevent serious and irreparable
         injury to that Party or to others.

30.      Subcontracting.

         Company shall not, without the prior written consent of Motorola,
         subcontract any portion of the work covered by this Agreement except
         for the purchase of standard commercial supplies or raw materials
         incidental to the work to be performed.

31.      Assignment.

         Neither this Agreement nor any right under this Agreement may be
         transferred, assigned or delegated by either Party without the prior
         written consent of the other Party. Any attempted assignment,
         delegation or transfer shall be void.

32.      Independent Contractors.

         Company shall perform activities under this Agreement only as an
         independent contractor and nothing contained herein shall be construed
         to be inconsistent with this relationship or status. Under no
         circumstances shall any personnel of Company be considered to be an
         employee or agent of Motorola. Nothing in this Agreement shall be
         interpreted as granting either Party the right or authority to make
         commitments of any kind for the other, implied or otherwise, without
         prior review and written agreement. This Agreement shall not
         constitute, create, or in any way be interpreted as a joint venture,
         partnership or formal business organization of any kind.

33.      Authority.

         Each Party hereto represents and warrants that (i) it has obtained all
         necessary approvals, consents and authorizations of third parties and
         governmental authorities, if applicable, to enter into this Agreement
         and to perform and carry out its obligations under this Agreement, (ii)
         the persons executing this Agreement on its behalf have express
         authority to do so, and, in so doing, to bind the Party thereto; (iii)
         the execution, delivery, and performance of this Agreement does not
         violate any provision of any bylaw, charter, regulation, or any other
         governing authority of the Party; and (iv) the execution, delivery and
         performance of this Agreement has been duly


                                      -26-
<PAGE>

         authorized by all necessary partnership or corporate action and this
         Agreement is a valid and binding obligation of such Party, enforceable
         in accordance with its terms.

34.      No Right to Audit.

         Nothing contained herein shall be deemed to grant Company or any third
         party, by implication, estoppel or otherwise, any right to inspect or
         examine any of Motorola's data, documents, instruments, records,
         software, systems, premises or plants related to or in any way
         connected with the Products. Motorola shall have no duty to disclose
         any financial statements, balance sheets, or any other business records
         to Company, Company's representatives or any third party which may
         request same. By way of example, and not limitation, Motorola has no
         duty to disclose the existence or location of any Customer who has
         purchased Products.

35.      Cumulative Remedies.

         Except as otherwise provided herein, if Company breaches this
         Agreement, Motorola shall have the right to assert all legal and
         equitable remedies available.

36.      Severability and Survivability.

         In the event any one or more of the provisions of this Agreement is
         held to be unenforceable under applicable law, (i) such
         unenforceability shall not affect any other provision of this
         Agreement; (ii) this Agreement shall be construed as if said
         unenforceable provision had not been contained herein; and (iii) the
         Parties shall negotiate in good faith to replace the unenforceable
         provision by such as has the effect nearest to that of the provision
         being replaced.

         The Parties agree that where the context of any provision indicates an
         intent that it shall survive the term of this Agreement then it shall
         survive. For the avoidance of doubt, the following sections shall
         survive: 12 - Warranty; 19 - Source Code Escrow; 20 - Confidential
         Information; 21- Limitation of Liability and Indemnification; 22.2
         Rights and Obligations at Termination; 29- Governing Law and Dispute
         Resolution.

37.      Publicity.

         Neither party shall issue a press release or make any similar public
         announcement regarding the transactions contemplated by this Agreement
         without the other party's prior written consent to the specific
         language and intended distribution of such press release or
         announcement.

38.      Entire Agreement.

         This Agreement and Exhibits hereto constitute the entire understanding
         between the Parties concerning the subject matter hereof and supersede
         all prior discussions, agreements and representations, whether oral or
         written and whether or not executed by Motorola and Company. In case of
         inconsistencies between the terms of this Agreement and the Exhibits,
         this Agreement shall govern and supercede the Exhibits. Orders issued
         pursuant to this Agreement shall be deemed to be governed by the terms
         of this Agreement, and in case of inconsistencies between the terms of
         this Agreement and such Orders, this Agreement shall supercede, whether
         or not this Agreement is specifically incorporated by reference into
         such Orders. For the avoidance of doubt, this Agreement supersedes the
         Non-Disclosure Agreement dated April 23rd, 1999 entered into between
         the parties hereto. This Agreement or any part or provision hereof
         shall not be deemed waived, amended, or modified by either Party unless
         such waiver, amendment or modification is in writing and executed by
         authorized representatives of both Parties.

                                      -27-
<PAGE>

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of
<__________________>, 2000 ("Agreement Date").

<TABLE>
<CAPTION>
Motorola Inc.                                                       AIRSPAN COMMUNICATIONS LTD.
NETWORK SOLUTIONS SECTOR

<S>                                                                <C>
By:                                                                By:
      ---------------------------------------------                      ------------------------------------------
                    (Signature)                                                         (Signature)


Name:                                                              Name:
      ---------------------------------------------                      ------------------------------------------
                  (Print - Block Letters)                                         (Print - Block Letters)


Title:                                                             Title:
       --------------------------------------------                       -----------------------------------------
                  (Print - Block Letters)                                         (Print - Block Letters)

</TABLE>

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