<PAGE>

                                                                    Exhibit 10.8

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

                      GRAND METROPOLITAN ESTATES LIMITED

                                   -   and -

                GRAND METROPOLITAN INFORMATION SERVICES LIMITED

                                    -and -

                        AIRSPAN COMMUNICATIONS LIMITED



                           AGREEMENT FOR UNDERLEASE

                                     -of-
                     Oxford and Cambridge Houses, Uxbridge

                            TAYLOR JOYNSON GARRETT
                                   Carmelite
                            50 Victoria Embankment
                                  Blackfriars
                                London EC4Y 0DX

Tel No: 0171-353 1234.
Fax No: 0171-936 2666
DX: 41 LONDON

<PAGE>

THIS AGREEMENT FOR UNDERLEASE is made on                                   1998
BETWEEN

(1)  GRAND METROPOLITAN ESTATES LIMITED (Company Number: 367551) whose
     registered office is situate at 8 Henrietta Place, London W1M 9AG ("GME");

(2)  GRAND METROPOLITAN INFORMATION SERVICES LIMITED (Company Number: 1064476)
     whose registered office is at 8 Henrietta Place, London W1M 9AG ("GMI");
     and

(3)  AIRSPAN COMMUNICATIONS LIMITED (Company Number: 03501881)whose registered
     office is at 5 New Square, Feltham, Middlesex TWl4 8HA (the "Tenant").

AGREED TERMS

1.  Interpretation

     1.1  In this Agreement the following words and expressions shall where the
          context admits have the following meanings:

     "Building Contract" means the building contract to be entered into between
     the Tenant and the Project Managers pursuant to .clause 2 in respect of the
     Works together with any further contract or contracts from time to time
     entered into by the Tenant and the Project Managers supplemental thereto;
<PAGE>

     "Cambridge House Bank Guarantee" means the deed of guarantee to be issued
     by Lloyds Bank plc in the form annexed in schedule 1;

     "Cambridge House Deed of Indemnity" means a deed of indemnity to be made
     between GMI (1) and the Tenant (2) in the form annexed in schedule 2;

     "Cambridge House Premises" means all those premises as are more
     particularly defined in the Cambridge House Underlease;

     "Cambridge House Underlease" means an underlease of the Cambridge House
     Premises to be made between GMI (1) and the `Tenant (2) in the form annexed
     in schedule 3;

     "Certificate of Practical Completion" means the certificate of practical
     completion to be issued by the Project Managers pursuant to the Building
     Contract certifying practical completion of the Works in accordance with
     the terms of this Agreement and the expression "Practical Completion" shall
     be construed accordingly;

     "Completion Date" means ten Working Days after the latest of:

     (a) the issue of the Certificate of Practical Completion;
     (b) completion of the Works in accordance with the terms of this Agreement;
         and
     (c) the issue of the Qualified Notice of Satisfaction;

     "Contribution" means a payment or payments to be made by GME on behalf of
     GME and GMI to the Tenant as its contribution to the cost of the
     Dilapidation Works in an aggregate sum of THREE HUNDRED AND FIFTY THOUSAND
     POUNDS ((Pounds)350,000.00) exclusive of Value Added Tax;

                                      -2-
<PAGE>

     "Defects Liability Period" means the period of 12 :months commencing upon
     the issue of the Certificate of Practical Completion;

     "Dilapidation Works" means the works more particularly described in a fax
     dated 6 November 1998 from Catherine Corcoran of Diageo plc a copy of which
     is annexed in schedule 4;

     "Force Majeure" means:

     (a)   fire storm tempest and other extreme adverse weather conditions war
           hostilities rebellion revolution insurrection military or usurped
           power civil war labour lock-outs strike and other industrial disputes
           riot commotion disorder decree of government non-availability of
           material or equipment or utilities (save if and to the extent that
           non-availability could have been avoided by the exercise of
           reasonable foresight); or

     (b)   any other cause or circumstance provided that each and every such
           cause or circumstance:

     (i)   adversely affects the performance ,of the terms and provisions of
           this Agreement; and/or

     (ii)  cannot reasonably be avoided or provided against; and/or

     (iii) is not due to the willful or deliberate act default or negligent act
           or omission of the Tenant or the Project Managers,

                                      -3-
<PAGE>

     PROVIDED ALWAYS that only a cause or circumstance which may entitle the
     Project Managers to an extension of time under the Building Contract shall
     be a circumstance of force majeure;

     "GM's Representative" means Bob Bird of William Martin & Partners,
     Greencoat House, Francis Street, Victoria, London SW1P 1DH or such other
     firm of surveyors as may be appointed by GME and/or GMI from time; to time
     to monitor the carrying out of the Works;

     "GM's Solicitors" means the firm of solicitors acting for both GME and GMI
     which firm shall be Taylor Joynson Garrett of Carmelite 50 Victoria
     Embankment Blackfriars London EC4Y 0DX (Ref: JDW) or such other firm of
     solicitors from time to time appointed by GME and/or GMI and of whose
     appointment the Tenant shall be notified in writing by GME and/or GMI;

     "Insolvency Event" means in relation to the Tenant if any one or more of
     the following events has occurred:

     (a)  a voluntary arrangement is made under Part I of the Insolvency Act
          1986 (hereinafter referred to as the "Act"); or

     (b)  a petition is presented for an Administration Order or an
          Administration Order is made under Part II of the Act; or

     (c)  a receiver or manager is appointed whether under Part III of the Act
          (including an administrative receiver) or otherwise; or

                                      -4-
<PAGE>

     (d)  a petition is presented or an order is made for its winding up or it
          goes into liquidation as defined in Section 247(2) of the Act (other
          than a voluntary winding up solely for the purpose of amalgamation or
          reconstruction while solvent); or

     (e)  a provisional liquidator is appointed under Section 135 of the Act;

     "Interim Valuation Statement" means a monthly' statement prepared by the
     Project Managers setting out in respect of the period to which the
     statement relates:

     (a)  the value of all interim certificates issued under the Building
          Contract less retentions held;

     (b)  the value of all properly submitted fee invoices received from the
          Project Managers;

     (c)  the value of any retentions released under the Building Contract or
          fee invoices;

     "Landlord" means Louisville Investments (Uxbridge) Limited whose registered
     office is situate at Nations House, 103 Wigmore Street, London W1H 9AB and
     includes its successors in title and assigns;

     "Leases" means together the Oxford House Underlease and the Cambridge House
     Underlease;

     "Licenses for Alterations" means together the licenses for alterations
     pursuant to the Cambridge House Underlease and the Oxford House Underlease
     to be made between the Landlord (1) GME or GMI (as appropriate) (2) and the
     Tenant (3) in the form of licenses annexed in schedule 5;

                                      -5-
<PAGE>

     "National Conditions" means the National Conditions of Sale (Twentieth
     Edition);

     "Necessary Consents" means all planning consents and all other permissions
     licenses and approvals under the Town and Country Planning Acts the Public
     Health Acts and all other statutes and regulations building regulation
     consents bye law approvals and all other authorization certificates
     consents approval.,; and licenses of whatsoever nature from whomsoever the
     same may be required which may be applicable to or requisite for the
     carrying out and completion of the Works and which expression shall include
     all amendments and variations made thereto from time to time;

     "Notice of Completion of Making Good Defects" the notice issued by GM s
     Representative at the expiry of the Defects Liability Period pursuant to
     the provisions of this Agreement;

     "Oxford House Bank Guarantee" means the deed of guarantee to be issued by
     Lloyds Bank plc in the form annexed in schedule 6;

     "Oxford House Premises" means all those premises as are more particularly
     defined in the Oxford House Underlease;

     "Oxford House Underlease" means an underlease of the Oxford House Premises
     to be made between GME (1) and the Tenant (2) in the form annexed in
     schedule 7;

     "Parking Spaces" means the parking spaces edged blue on the plan annexed in
     schedule 8;

                                      -6-
<PAGE>

     "Plans" the plans sections elevations specifications and descriptions of
     the works to be carried out annexed in schedule 9 and shall include any
     plans elevations specifications or descriptions of the works to be carried
     out which are approved prior to clause 2.9;

     "Planning Permission" means the planning permission to be granted pursuant
     to an application to be made by the Tenant on the basis of plan number Aair
     10/00/DT 08/B -27.09.98 which is annexed in schedule 9;

     "Premises" means together the Cambridge House Premises and the Oxford House
     Premises;

     "Prescribed Rate" means 4% above the base rate from time to time of
     National Westminster Bank Plc;

     "Project Managers" means Morgan Lovell of Ascot House, Finchampstead Road,
     Wokingham, Berks;

     "Qualified Notice of Satisfaction" a notice to be issued by GM's
     Representative confirming that the Works have been completed in accordance
     with this Agreement subject to the matters mentioned in such notice;

     "Rent Commencement Date" means ____________________ 1998;

     "Retention" means the sum of SEVENTEEN THOUSAND FIVE HUNDRED POUNDS
     ((Pounds)17,500) together with value added tax :thereon;

                                      -7-
<PAGE>

     "Site" means all that piece or parcel of land (and buildings and
     constructions thereon) known as Oxford and Cambridge Houses Oxford Road
     Uxbridge as the same is for the purpose of identification only shown edged
     red on the plans annexed to the Cambridge House Underlease and the Oxford
     House Underlease and the Parking Spaces;

     "Target Date" means a date which is six months after the date of this
     Agreement;

     "Tenant's Solicitors" means Hudson Freeman & Berg of 94 Gloucester Place,
     London W1H HEE (Ref: Simon Freeman) or such other firm of solicitors-from
     time to time appointed by the Tenant and of whose appointment GM's
     Solicitors shall be notified in writing by the Tenant;

     "Title Documents" means the title deeds and documents supplied by GM's
     Solicitors to the Tenant's Solicitors;

     "Working Day" means any day except Saturday Sunday and bank or other,
     public holidays in England; and

     "Works" means the works set out in the Plans which for the avoidance of
     doubt includes the Dilapidation Works.

2.   Works

     2.1  The Tenant will not enter into the Building Contract without:

     (a)  the prior written consent of GME and GMI (such consent not to be
          unreasonably withheld or delayed); and

                                      -8-
<PAGE>

     (b)  first producing evidence to GME and GMI that the Project Managers has
          in force insurance at a level acceptable to GME and GMI in respect of
          death of or injury or illness or disease to third parties and/or loss
          of or damage to third party property obstruction loss of amenities
          trespass nuisance or any like cause.

     2.2  The Tenant will supply to GME and GMI a certified copy of the
          completed Building Contract within 7 Working Days of completion of
          such Building Contract.

     2.3  To the extent that the Building Contract has not been completed prior
          to the date of this Agreement the Tenant undertakes to enter into the
          Building Contract as soon as practicable and in any event before the
          Completion Date and to supply the original or a certified copy (as
          appropriate) of the Building Contract to GME and GMI within 7 Working
          Days of completion of the same.

     2.4  The Tenant shall indemnify and keep indemnified GME and GMI against
          any breach   non-observance or non-performance by the Tenant and/or
          the Project Managers of all obligations on the part of the Tenant and
          the Project: Managers contained in the Building Contract.

     2.5  The Tenant shall not appoint new Project Managers in connection with
          the Works unless such new appointment has first been approved in
          writing by GME and GMI; and

     2.6  The Tenant shall within one month of the issue of the Qualified Notice
          of Satisfaction supply to GME and GMI two complete sets of maintenance
          manuals and plans and specifications relating to the Works as
          constructed by the Tenant.

                                      -9-
<PAGE>

     2.7  GME GMI and the Tenant hereby acknowledge that the Landlord has not
          yet given its consent to the Plans.

     2.8  Notwithstanding clause 2.7 GME and GMI will allow the Tenant into
          occupation pursuant to clause 7.1 but subject always to the terms of
          this Agreement.

     2.9  GME and GMI shall continue to use reasonable endeavours to obtain the
          consent of the Landlord to the Plans but if the Landlord shall
          properly refuse consent to any matter contained or referred to in the
          Plans the Plans shall be amended and resubmitted to GME and GMI in
          duplicate for approval in writing by GME GMI and the Landlord and this
          process shall be repeated as often as may be necessary until such
          Plans are so approved in writing.

     2.10 To the extent that any part or parts of the Works have been carried
          out pursuant to the Plans to which the Landlord has properly refused
          consent such part or parts of the Works shall be reinstated by the
          Tenant to the satisfaction of the Landlord GME and GMI and carried out
          by the Tenant in accordance with the amended Plans approved by GME GMI
          and the Landlord prior to clause 2.9.

     2.11 The Tenant shall indemnify GME GMI and the Landlord from and against
          all damages losses expenses liability and costs in respect of actions
          suits claims and demands whatsoever by reason of or arising in any way
          directly or indirectly out of the execution of any part or parts of
          the Works to which the Landlord shall properly refuse consent, any
          failure of the Tenant to reinstate and to carry out the Works pursuant
          to clause 2.10 in accordance with the amended Plans approved by

                                      -10-
<PAGE>

          GME GMI and the Landlord pursuant to clause 2.9 or any other breach of
          the terms of this Agreement.

3.   Building Obligations and Necessary Consents

     The Tenant hereby further AGREES AND UNDERTAKES with GME and GMI as
     follows:

     (a)  to design or to procure that the designs contained in the Plans are
          prepared with all reasonable skill and care in accordance with the
          standards of appropriately qualified professional designers;

     (b)  following commencement of the Works to carry out or to procure that
          the Project Managers carry out the Works with all due diligence and
          expedition in a good and workmanlike manner with good quality
          materials of the several kinds specified in the Plans and in
          accordance with the terms of the Building Contract and the Tenant
          further warrants to GME, and GMI that it will exercise all reasonable
          Skill and care in the performance of its obligations under this
          Agreement;

     (c)  to commence the Works as soon as reasonably practicable following the
          date of this Agreement and to carry out and complete the same so that
          the Target Date is achieved in accordance with and pursuant to the
          terms of this Agreement and in accordance with the Plans the Planning
          Permission and all conditions attaching thereto all Necessary Consents
          and all statutes and any enforceable codes of practice of the local
          authority which may affect the execution and completion of the Works;

     (d)  from and after the date of this Agreement until the earliest of:

                                      -11-
<PAGE>

          (i)  the Completion Date; or

          (ii) the date upon which GME or GMI terminates this Agreement, to pay
               all rates taxes and outgoings duties charges and other
               impositions whether Parliamentary or otherwise lawfully assessed
               charged or payable in respect of the Site or the Works or part
               thereof respectively or on or by the owner or occupier thereof;

     (e)  to obtain at its own cost and expense and comply with all Necessary
          Consents necessary to comply with the obligations of `the Tenant
          hereunder (including but without prejudice to the generality of the
          foregoing consents under the building regulations) and to give all
          necessary and usual notices under all relevant statutes regulations or
          bye-laws including where necessary in the Tenant's reasonable
          discretion or whenever GME or GMI reasonably so requires appealing
          against the decision of any authority and pursuing such applications
          or appeals and the Tenant shall send copies of' all Necessary Consents
          to GME and GMI within five Working Days of receipt of the same;

     (f)  from the date of this Agreement up to and including the Completion
          Date at all times to comply and to require the occupants of the Site
          to comply with all Acts of Parliament statutory instruments
          regulations bye-laws directions orders and notices and to comply with
          the lawful requirements of all authorities affecting the Site or the
          Works (including without: prejudice to the generality of the foregoing
          all requirements in order to enable fire certificates to be granted)
          or otherwise relating to the carrying out by the Tenant of its
          obligations under this Agreement and to indemnify GME and GMI fully in
          respect of any breach of this provision;

                                      -12-
<PAGE>

     (g)  to use all reasonable endeavours to procure that all Necessary
          Consents are preserved for the benefit of the Site and to procure that
          so far as applicable such consents remain in full force and effect
          during the course of the Works;

     (h)  prior to the commencement of any Works on the Site by the Tenant and
          during the currency of such Works where reasonably necessary or where
          reasonably required by GME and GMI to erect hoardings and canopies the
          details of which shall be first approved by GME and GMI (such approval
          not to be unreasonably withheld or delayed) and at all times to
          maintain such hoardings and canopies in adequate condition to the
          reasonable satisfaction of GME and GMI and/or any statutory
          undertaking and generally to keep the Site adequately secure at all
          times;

     (i)  to use all reasonable endeavours to procure that all works on the Site
          are carried out in accordance with all requirements of the local
          authority or any other statutory authority or body and in such a
          manner as to cause no nuisance to any owners or occupiers of any
          adjoining or neighbouring premises and to indemnify and keep
          indemnified GME and GMI against any losses to GME and GMI occasioned
          by any claims or proceedings brought by any party against GME and/or
          GMI caused directly or indirectly by the Works;

     (j)  to indemnify GME and GMI in respect of any claim against GME and/or
          GMI arising as a result of any obstruction to the use of any adjoining
          roads or pavements caused during the course of the Works;

     (k)  as soon as practicable to rectify any defect in the Works notified to
          it in writing by GME and/or GMI during the Defects Liability Period;

                                      -13-
<PAGE>

     (l)  not to deposit or make up manufacture or permit to be deposited made
          up or manufactured upon the Site any materials except such as shall be
          required for the Works and regularly to remove all superfluous
          materials rubbish and debris and to do all cleansing of adjoining
          highways or roads resulting from the Works and as may be required by
          GME and GMI and on the Completion Date (or earlier if GME and/or GMI
          shall terminate, this Agreement for any reason) to remove from the
          Site all unused materials and rubbish whatsoever;

     (m)  as from the date of this Agreement the Tenant shall indemnify GME and
          GMI from and against all damages losses expenses liability and costs
          in respect of actions suits claims and demands whatsoever by reason of
          or arising in any way directly or indirectly out of the execution of
          the Works;

     (n)  from and after the date of this Agreement to effect or cause to be
          effected adequate third party and public liability insurance in
          respect of the Works with an insurance fund or with underwriters of
          repute approved by GME and GMI in a sum of not less than on any one
          claim five million pounds ((Pounds)5,000,000) and shall produce a copy
          of such policy to GME and GMI on demand together with evidence of
          payment of the current premiums in respect thereof;

     (o)  not to do or suffer or knowingly suffer to be done anything which may
          render the policy or policies of insurance effected by GME and GMI in
          respect of the Works or the Site void or voidable or without GME and
          GMI's prior written approval cause the premium for such policy or
          policies to be increased;

                                      -14-
<PAGE>

     (p)  if any delay in Commencing or completing any part of the Works shall
          arise from Force Majeure to give written notice to GME and GMI of the
          cause of the delay as soon as possible and then the Target Date shall
          be revised by agreement between GME GMI and the Tenant and failing
          agreement the revised Target Date shall be determined by the
          Independent Person (as hereinafter defined) pursuant to clause 15 who
          shall have regard to such extension of time for the completion of the
          Works as shall be fair and reasonable having regard to the
          circumstances;

     (q)  If the Works are construction work covered by the Construction (Design
          and Management) Regulations (the "CDM Regulations") the Tenant shall:

          (i)    comply with its duties under the CDM Regulations;

          (ii)   ensure that any person owing duties under the CDM Regulations
                 complies with the same;

          (iii)  prior to commencement of the Works make a declaration to the
                 Health and Safety Executive in accordance with Regulation 4 of
                 the CDM Regulations stating that it shall be the only client in
                 respect of such work;

          (iv)   at any time make the health and safety file available for
                 inspection and forthwith upon receipt of a request from GME
                 and/or GMI produce a copy of the same; and

          (v)    produce to GME and/or GMI on demand such information as GME
                 and/or GMI shall reasonably require to:

                 (A) demonstrate compliance wilt the CDM Regulations; and

                                      -15-
<PAGE>

                 (B)  enable GME and/or GMI to update the health and safety file
                      relating to the Oxford House Premises and/or the Cambridge
                      House Premises;

     (r)  to carry out the Works in accordance with all requirements of the
          Landlord;

     (s)  not to carry out any part of the Works requiring Planning Permission
          until the Planning Permission has been obtained and a copy has been
          delivered to GME GMI and GM's Representative.

4.   Insurance of the Site and the Works

     GME GMI and the Tenant hereby respectively agree as follows:

     (a)  from commencement of the execution of the Works until the earliest of:

          (i)  the date of issue of the Certificate of Practical Completion; or

          (ii) the date upon which GME and GMI shall terminate this Agreement,
          the Tenant shall insure or procure that the Works are insured and kept
          insured with an insurance fund or with underwriters of repute approved
          by GME and GMI with the interest of GME and GMI noted on the policy in
          a sum which in the opinion of GME and GMI is sufficient to cover the
          cost of completely reinstating the Works in the event of total
          destruction together with all fees and other expenses incidental
          thereto against loss or damage by fire storm flood tempest (including
          lightning) impact from vehicles explosion aircraft in peacetime and
          articles dropped therefrom riot malicious damage war hostilities
          rebellion revolution civil commotion and earthquake (fire and shock)
          terrorism (so long as terrorism cover is available) and such other
          risks as GME and GMI shall

                                      -16-
<PAGE>

          reasonably require and the Tenant shall pay or cause to be paid all
          premiums and other money necessary for that purpose and to procure the
          production to GME and GMI on request of a copy of the policy or
          policies for such insurance or the appropriate extracts therefrom and
          evidence of payment of the current premiums;

     (b)  from the date of this Agreement GME and GMI (as appropriate) shall
          comply with their respective obligations as landlord in clauses 7 of
          the Leases;

     (c)  in the event of damage or destruction of the Works arising out of the
          occurrence of any insured risk mentioned in clause 4(a) above'

          (i)  the amount owed by GME and GMI to the Tenant in respect of the
               Contribution as at the date of such destruction or damage shall
               be deemed to have been reduced by an amount equivalent to the
               value of that element of the Works which has been destroyed or
               damaged as certified by all Interim Valuation Certificates issued
               prior to the date of such destruction or damage and as approved
               by GM's Representative pursuant to clause 17; and

          (ii) the Tenant shall forthwith (subject to receipt of all Necessary
               Consents) lay out all insurance monies received in respect of
               such destruction or damage in reinstatement of the Works (making
               up any shortfall out of its own pocket).

5.  Works Progress Reports and Interim Valuation Statements

     The Tenant hereby further AGREES with GME and GMI as follows:

                                      -17-
<PAGE>

     (a)  to provide to GM's Representative such evidence as it shall reasonably
          require concerning the progress of the Works and to supply GM's
          Representative with copies of the following documents if and when the
          same shall be issued:

          (i)    monthly progress reports;

          (ii)   minutes of meetings between the Project Managers and the
                 Tenant;

          (iii)  at least 5 Working Days notification of all site meetings
                 relating to the Works and the facility to attend if desired;

          (iv)   copies of all instructions and notices issued by the Project
                 Managers;

     (b)  the Tenant shall submit to GM's Representative on the last day of
          every month after the date of this Agreement the Interim Valuation
          Statement together with evidence to the reasonable satisfaction of
          GM's Representative that the sums set out therein have been paid by
          the Tenant together with relevant dates of payment to the Project
          Managers.

6.   Deleterious Materials

     6.1  The Tenant hereby warrants and represents to GME and GMI that the
          Project Managers have not specified and will not specify to be used
          will not use and have not used in the Works:

          (a)  materials or substances or any combination thereof generally
               known in the United Kingdom at the time of specification to be
               deleterious to the safety performance or durability of the Works
               or the health and safety of any

                                      -18-
<PAGE>

               person or damaging to the environment including any material or
               substance or any combination thereof used otherwise than in
               accordance with British Standards and Codes of Practice or the
               recommendations of' the Building Research Establishment; and

          (b)  any deleterious materials referred to or specified in the
          Building Contract.


     6.2  The Tenant further warrants that it has exercised and will exercise
          all reasonable skill and care to see that no such materials or
          substances have been specified for use or used in the Works by others.

7.   License

     7.1  From the date of this Agreement until completion of the. Leases or
          termination of this Agreement (whichever is the earlier) GME and GMI
          confirm that the Tenant has license to enter onto the Site for the
          purpose of carrying out the Works on the terms and conditions herein
          mentioned but so that the Tenant shall have no other or additional
          interest in the Site pursuant to this Agreement (save such as will
          arise upon the grant of the Leases).

     7.2  A license fee will be payable by the Tenant to GME and GMI
          respectively under this Agreement until the completion of the Leases
          or termination of this Agreement (whichever is the earlier) in an
          amount equivalent to the Basic Rent (as such expression is defined in
          the Cambridge House Underlease) and the rent firstly reserved under
          the Oxford House Underlease payable pursuant to the Cambridge House
          Underlease and the Oxford House Underlease respectively but subject at
          all times to the provisions of the Cambridge House Deed of Indemnity
          such license fee to be payable quarterly in advance on the usual
          quarter days the

                                      -19-
<PAGE>

          first payment being a proportionate sum in respect of the period from
          the Rent Commencement Date `to the next following quarter day to be
          made on the Rent Commencement Date.

     7.3  A license fee will be payable by the Tenant to GME and GMI
          respectively under this Agreement until the completion of the Leases
          or termination of this Agreement (whichever is the earlier) in an
          amount equivalent to the Insurance Rent (as such expression is defined
          in each of the Leases) and the additional rent (determined in
          accordance with clause 4 in each of the Leases) payable pursuant to
          each of the Leases upon the days and in the manner stated in the
          Leases as if the Leases had been completed.

8.   Inspection

     8.1  At all times during the execution of the Works GME GMI and GM's
          Representative shall have the right:

          (a)  to enter upon the Site at all reasonable tiptoes on giving (save
               in the case of emergency) not less than 48 hours prior notice to
               view the state of the Works in progress to ascertain generally
               that the covenants agreements conditions and stipulations in this
               Agreement and in the Building Contract have been and are being
               duly observed and performed;

          (b)  to make representations to the Tenant regarding the Works;

          (c)  to require the Tenant to have any materials and workmanship
               provided in relation to the Works tested; and

                                      -20-
<PAGE>

     (d)  to require the Tenant to procure the remedy forthwith of any non-
          observance or non-performance of any such covenants agreements and
          stipulations found upon such inspection and upon default by the Tenant
          in remedying or procuring the remedy of any such defect in the Works
          GME and GMI may enter upon the Site or any part thereof and any
          buildings thereon for the purpose of protecting repairing and
          maintaining the Site or the Works or removing any work or item which
          contravenes the terms of this Agreement and all expenses of so doing
          shall be paid by the Tenant to GME and GMI on demand as a liquidated
          debt together with interest at the Prescribed Rate from the date of
          expenditure to the date of payment.

     8.2  Notwithstanding any rights of inspection or testing herein contained
          or the exercise of such rights by GME and/or GMI neither GME nor GMI
          nor anyone acting on their respective behalves shall be liable to the
          Tenant hereunder and the Tenant shall not be relieved or excused of
          any liability or responsibility hereunder.

9.  Qualified Notice of Satisfaction and Defects Liability Period

     GME and GMI and the Tenant agree with each other as follows:

     (a)  the Tenant shall procure that GM's Representative be given at least
          ten Working Days notice of the intention of the Project Managers to
          inspect the Works with a view to the issue of the Certificate of
          Practical Completion under the Building Contract and GM's
          Representative shall be entitled to accompany the Project Managers
          upon their tour of inspection for that purpose to the intent that GM's
          Representative may have an opportunity of making its views known to
          the Project

                                      -21-
<PAGE>

          Managers verbally on the occasion of such inspection and in writing to
          the Tenant within ten Working Days of such inspection;

     (b)  following the occasion of an inspection taking place with the
          intention of issuing the Certificate of Practical Completion under the
          Building Contract GM's Representative shall issue to the Tenant within
          ten Working Days of such inspection (if GM's Representative is
          satisfied that the works under the Building Contract have been
          completed in accordance with the terms of the Building Contract and
          this Agreement) the Qualified Notice of Satisfaction and GME and GMI
          shall release 50% of the Retention within 10 Working Days of the date
          of issue of such Qualified Notice of Satisfaction subject to the
          matters contained in such notice;

     (c)  if the Qualified Notice of Satisfaction is not issued GM's
          Representative shall give a written statement of reasons within ten
          Working Days of such inspection to the Tenant stating why the same
          should not be issued;

     (d)  in the event that GM's Representative refuses to issue the Qualified
          Notice of Satisfaction the Tenant shall within a reasonable time carry
          out any further works as may be necessary to allow GM's Representative
          to issue the same and the procedure set out in clauses 9(a) to 9(c)
          (inclusive) hereof shall be repeated as many times as may be necessary
          to enable GM's Representative to issue the same;

     (e)  following the issue by GM's Representative of the Qualified Notice of
          Satisfaction the Tenant shall at its own cost and expense procure the
          remedy of all matters contained in the Qualified Notice of
          Satisfaction to the satisfaction of

                                      -22-
<PAGE>

          GM's Representative within one month of the date of issue of the
          Qualified Notice of Satisfaction;

     (f)  if the Tenant shall fail to carry out any remedial works identified in
          the Qualified Notice of Satisfaction within a reasonable time after
          issue of the Qualified Notice of Satisfaction then GME and/or GMI
          shall be entitled to enter and carry out such works and the cost of
          such works shall be payable by the Tenant to GME and GMI on demand as
          a debt together with interest at the Prescribed Rate from the date of
          expenditure to the date of payment;

     9.2  At least fifteen Working Days prior to the expiry of any Defects
          Liability Period GM's Representative shall inspect the Works with a
          view to issuing the relevant Notice of Completion of Making Good
          Defects.

     9.3  (a)  When GM's Representative is satisfied that any defects in the
               Works which have arisen during any Defects Liability Period have
               been remedied or otherwise dealt with as specified in clause 3(k)
               to his satisfaction he shall issue a Notice of Completion of.
               Making Good Defects and GME and GMI shall release the balance of
               the Retention within 10 Working Days of the issue of the Notice
               of Completion of Making Good Defects;

          (b)  If GM's Representative is not so satisfied he shall give a
               written statement of reasons why a Notice of Completion of Making
               Good Defects cannot be issued and the Tenant shall procure that
               such defects be remedied or otherwise dealt with pursuant to
               clause 3(k) such that the relevant Notice of Completion of Making
               Good Defects may be issued and the procedure set out in this
               clause shall be repeated as many times as may be necessary

                                      -23-
<PAGE>

               to enable GM's Representative to issue the relevant Notice of
               Completion of Making Good Defects.

     9.4  If the Tenant shall fail to procure the remedy of or otherwise deal
          with the defects as aforesaid under this clause within a reasonable
          time GME and/or GMI shall be entitled:

          (a)  to enter and carry out such works as may be reasonably necessary
               in respect thereof and the cost of such works shall be payable by
               the Tenant to GME and GMI on demand as a debt together with
               interest at the Prescribed Rate from the date of expenditure to
               the date of payment; and

          (b)  to retain the balance of Retention and shall not be obliged to
               pay the same to the Tenant.

10.  Terms of the Lease

     10.1  The term of each of the Leases shall commence; on the quarter day
           immediately preceding the grant of the Leases.

     10.2  Payment of the Basic Rent (as such expression is defined in the
           Cambridge Lease) and the rent firstly reserved under the Oxford Lease
           payable under the Cambridge Lease and the Oxford Lease respectively
           but subject at all times to the provisions of the Cambridge House
           Deed of Indemnity shall commence on the Rent Commencement Date.

                                      -24-
<PAGE>

     10.3  Payment of the Insurance Rent (as such expression is defined in each
           of the Leases) and the additional rent (determined in accordance with
           clause 4 in each of the Leases) payable under each of the Leases
           shall commence on the date of this Agreement.

     10.4  Nothing in this clause 10 shall prejudice the provisions of clause 7.


11.  Completion

     11.1  GM's Solicitors shall prepare the engrossed Leases and shall deliver
           the same to the Tenant's Solicitors `with five Working Days of [he
           issue of the Qualified Notice of Satisfaction.

     11.2 (a)  GME and GMI shall on or before the Completion Date duly execute
               the original Oxford House Underlease and Cambridge House
               Underlease.

          (b)  The Tenant shall on or before the Completion Date duly execute
               the counterpart Oxford House Underlease and Cambridge House
               Underlease.

     11.3 Upon the Completion Date each of the parties to this Agreement agrees
          with the other that the following shall occur:

          (a)  GME shall grant and the Tenant shall accept the Oxford House
               Underlease and simultaneously GMI shall grant and the Tenant
               shall accept the Cambridge House Underlease;

          (b)  GM's Solicitors shall deliver the original Oxford House
               Underlease and Cambridge House Underlease to the Tenant's


                                      -25-
<PAGE>

               Solicitors and the Tenant's Solicitors shall deliver the
               counterpart Oxford House Underlease and Cambridge House
               Underlease to GM's Solicitors; and

          (c)  the Tenant shall deliver the counterpart Licenses for Alterations
               to GM Solicitors duly executed and shall release the Licenses for
               Alterations to GM Solicitors for completion at will.

12.  Title

     The Tenant's Solicitors having been supplied with copies of the Title
     Documents the Tenant shall accept the grant of the Leases with full
     knowledge of all matters contained in such documents and shall make no
     requisition or objection in respect of them or in any way relating to them.

13.  National Conditions

     The National Conditions of Sale Twentieth Edition shall apply to this
     Agreement in so far as they are not inconsistent with the terms of this
     Agreement.

     14.  Forfeiture

          Notwithstanding and without prejudice to any other remedies and powers
          herein contained or otherwise available to GME and GMI:

          (a)  if the Tenant shall fail to perform and observe any covenants
               agreements stipulations or conditions on its part in this
               Agreement; or

          (b) if in relation to the Tenant an Insolvency Event occurs; or

                                      -26-
<PAGE>

          (c)  if the Target Date occurs prior to the issue of the Qualified
               Notice of Satisfaction; or

          (d)  if the Tenant shall suspend the execution of the Works for a
               period in excess of two months other than for a reason which
               constitutes Force Majeure,

               THEN and in any such case GME and GMI shall have full right
               liberty and power at any time thereafter:

               (i)  to determine this Agreement by service of written notice on
                    the Tenant to that effect and this Agreement shall thereupon
                    immediately determine but without prejudice to any right of
                    action or other remedy by any party against another party;

               (ii) to enter the Site and complete tire Works and five Working
                    Days following completion of the Works by GME and GMI the
                    Completion Date shall occur and the parties shall complete
                    the documentation provided for in clause 11 of this
                    Agreement;

               (e)  if the Landlord shall enter the Site and complete the Works
                    pursuant to the terms of this clause the cost of so doing
                    shall at the option of GME and GMI either:

                    (i)  be paid by the Tenant to GME and GMI as a debt payable
                         on demand together with interest at the Prescribed Rate
                         from the date of expenditure to the date of payment; or

                                      -27-
<PAGE>

                    (ii) be deducted from the amount of the Contribution owed by
                         GME and GMI to the Tenant pursuant to the Interim
                         Valuation Statements issued prior to the date of such
                         entry by GME and/or GMI.

15.  Disputes

     15.1 If any dispute or difference shall arise between GME GMI and the
          Tenant as to their respective rights duties and obligations hereunder
          or as to any matter arising out of or in connection with the subject
          matter of this Agreement (other than any dispute or difference with
          regard to the meaning or construction of this Agreement) then (unless
          this Agreement otherwise expressly provides) any party at any time by
          giving written notice to the other ("Determination Notice") may :refer
          the dispute or difference for determination to an independent person
          ("Independent Person") who shall have been qualified in respect of the
          general subject matter of the dispute or difference for not less than
          ten years and who shall be a specialist in relation to such subject
          matter.

     15.2 The Independent Person shall be appointed by agreement between GME GMI
          and the Tenant or if within three Working Days after service of the
          Determination Notice they are unable to agree then on the application
          of any party to such one of the following persons as shall be agreed
          to be appropriate having regard to the nature of the dispute or
          difference in question:

          (a) the Chairman for the time being of the Bar Council;

          (b) the President for the time being of the Royal Institute of British
          Architects;

                                      -28-
<PAGE>

          (c)  the President for the time being of the Royal Institution of
               Chartered Surveyors;

          (d)  the President for the time being of the Institute of Chartered
               Accountants;

          (e)  the President for the time being of the Institution of Civil
               Engineers or (in each such case) the duly appointed deputy of
               such President or any other person authorized by him to make
               appointments on his behalf.

     15.3 Any dispute or difference arising between GME GMI and the Tenant as
     to:

          (a) the meaning or construction of this Agreement; and

          (b)  whether a particular dispute or difference should be dealt with
               under clause 15.1 and which classification applies under clause
               15.2,

     shall be referred to an independent solicitor or barrister of not less than
     ten years' admission or call agreed between GME GMI and the Tenant or
     failing such agreement within three Working Days of such dispute or
     difference arising nominated at the request of either party by the
     President for the time being of the Law Society or his duly appointed
     deputy or any other person authorized by him to make appointments on his
     behalf.

     15.4 The Independent Person shall act as an expert and the following
          provisions shall have effect:

          (a) his decision shall be final and binding upon the parties hereto;

                                      -29-
<PAGE>

          (b)  the Independent Person shall consider (inter alia) any written
               representations and cross representations and supporting evidence
               made on behalf of GME and GMI or the Tenant (if made reasonably
               promptly) but shall not be bound thereby;

          (c)  GME GMI and the Tenant shall use all reasonable endeavours to
               procure that the Independent Person shall give his decision as
               speedily as possible and such decision shall be in writing
               accompanied by reasons;

          (d)  the costs of appointing the Independent Person and his costs and
               disbursements in connection with his duties under this Agreement
               shall be shared between the parties in such proportions as the
               Independent Person shall determine or in the absence of such
               determination equally between the parties.

     15.5 Where the Independent Person dies refuses to act or is unable to act
          or fails to proceed with reasonable speed to discharge his duties the
          procedure contained in this clause 15 for the appointment of the
          Independent Person may be repeated as often as necessary until a
          decision is obtained.

16.  Notices

     Any notices requiring to be served by any party hereunder shall be deemed
     to be validly served if sent by prepaid recorded delivery post:

     (a)  in respect of the Tenant addressed to Tenant at its registered office
          for the time being;

                                      -30-
<PAGE>

     (b)  in respect of GME and GMI if sent to Jill Skidmore of GME at 106
          Oxford Road, Uxbridge, Middlesex UB8 1NA; and

     (c)  in respect of GM's Representative if sent to Bob Bird at William
          Martin & Partners of Greencoat House, Francis Street, Victoria, London
          SW1P 1DH.

17.  Payment of Landlord's Contribution to the Works

     17.1 The Tenant shall not more frequently than monthly deliver the Interim
          Valuation Statement to GME and GMI with a copy to GM's Representative
          within 5 Working Days of receipt of the same from the Project
          Managers.

     17.2 GM's Representative shall approve or disapprove in writing the Interim
          Valuation Statement within five Working Days of receipt of the same
          from the Tenant.

     17.3 If GM's Representative shall disapprove the Interim Valuation
          Statement he shall give written notice to the Tenant specifying the
          reasons for such disapproval and the Tenant shall return to GM's
          Representative appropriate corrections or amendments to the Interim
          Valuation Statement within five Working Days after the date of receipt
          of such notice.

     17.4 If GM's Representative shall still decline to approve the Interim
          Valuation Statement as corrected or amended GM's Representative shall
          within 5 Working Days after the date of the receipt of such
          corrections or amendments, give written notice to the Tenant
          specifying the reasons for such disapproval in which event any party
          may at any time thereafter refer the matter or matters in dispute to
          the

                                      -31-
<PAGE>

          Independent Person for determination in accordance with the
          provisions of clause 15.

     17.5 GME shall (subject to receiving a valid VAT invoice from the Tenant
          addressed to GME) on behalf of itself and GMI pay the amount sated in
          the Interim Valuation Statement or the amount determined by the
          Independent Person pursuant to clause 17.4 (whichever is applicable)
          within 5 Working Days of the earliest of:

          (a)  approval in writing of the Interim Valuation Statement by GM's
               Representative; and

          (b)  determination by the Independent Person in accordance with clause
               17.4.

     17.6 The aggregate of the payments made under clause 17.5 shall not exceed
          the Contribution less the Retention.

18.  Bank Guarantee

     On the date of this Agreement the Tenant will deliver the completed Oxford
     House Bank Guarantee to GME and the completed Cambridge House Bank
     Guarantee to GMI.

19.  Value Added Tax

     Any sums mentioned in this Agreement shall be deemed to be exclusive of
     Value Added Tax and each party shall be entitled to charge any Value Added
     Tax properly payable on any supply made by that party in connection with
     this Agreement and Value Added Tax shall be payable in addition at the
     appropriate rate by the party receiving the supply upon production of a
     valid Value Added Tax invoice.

                                      -32-
<PAGE>

20.  General Provisions

     20.1 Notwithstanding the occurrence of the Completion Date or completion of
          the Leases pursuant to clause 26 this Agreement shall remain in full
          force and effect in respect of any matter which remains to be carried
          out observed or completed by any party and the terms and conditions of
          this Agreement shall continue to apply thereto.

     20.2 The Tenant agrees with GME and GMI that it will not assign charge or
          part with interest under this Agreement or any part thereof or
          undertake so to do.

     20.3 It is acknowledged by the Tenant that in relation to this Agreement
          the Tenant has not acted or relied on any representations made by or
          on behalf of GME and/or GMI except those made in writing by GM's
          Solicitors in response to written enquiries submitted by the Tenant's
          Solicitors.

     20.4 This Agreement constitutes the entire contract between the parties.

21.  Paragraph Headings

     The headings to the clauses and the schedules hereto shall be of no force
     or effect and shall not affect the construction hereof.

22.  Jurisdiction

     The parties hereto agree that this Agreement shall be subject to the
     jurisdiction and laws of England.

                                      -33-
<PAGE>

23.  Schedules

     This Agreement incorporates the schedules bound separately and signed by
     the parties as being referred to herein.

24.  Perpetuity

     For the avoidance of doubt the Perpetuity Period for the purposes of this
     Deed is 21 years.

25.  Dilapidations

     25.1 The parties acknowledge that the Premises are not currently in the
          state of repair required under the terms of the superior lease of the
          Cambridge House Premises and the superior lease of the Oxford House
          Premises and the parties further acknowledge that such superior leases
          impose a full repairing obligation on GMI and GME respectively.

     25.2 The parties have agreed that the Tenant will carry out the
          Dilapidation Works on behalf of GME and GMI and GME and GMI have
          agreed[ to reimburse the Tenant in respect of such Dilapidation Works
          by payment of the Contribution.


26.  Early Completion

     26.1 Notwithstanding clause 11 of this Agreement, GME and GMI shall be
          entitled to serve written notice on the Tenant requiring it to
          complete the Leases prior to the Completion Date.

     26.2 Five working days following the date of issue of the written notice
          referred to in clause 26.1 GME shall grant and the Tenant shall accept
          the Oxford House

                                      -34-
<PAGE>

          Underlease and simultaneously GMI shall grant and the Tenant shall
          accept the Cambridge House Underlease.

27.  Rent Deposit

     27.1 In the event that a demand is made by GMI under the Cambridge House
          Bank Guarantee and/or by GME under the Oxford House Bank Guarantee GMI
          and/or GME shall pay the amount equal to the product of the total
          liability under the relevant bank guarantee less the amount demanded
          under the relevant bank guarantee into the relevant Account (as such
          expression is defined in the rent deposit deeds dated today's date in
          respect of Oxford House and Cambridge House respectively.

     27.2 In the event that GME and/or GMI serve written notice on the Tenant
          determining this Agreement GME and/or GMI shall send a copy of such
          written notice to Lloyds Bank Plc at the address for service stated in
          the relevant bank guarantee.

28.  Confidentiality

     28.1 The parties agree that except where such disclosure is required in
          order to comply with the requirements of this agreement or of any
          statutory or other competent authority none of them shall disclose to
          any third party details of this agreement but this clause shall not
          prevent the GME GMI or the Tenant from disclosing the contents of this
          Agreement-to their respective professional advisers or bankers or any
          associated company.

     28.2 Where such disclosure is required for the reasons specified in clause
          28.1 the person or body to whom details are disclosed shall be made
          aware of the confidential nature of this agreement and shall be put
          under an obligation to keep

                                      -35-
<PAGE>

          such information confidential and not to disclose details to any other
          person or body.

     28.3 No announcement of the conclusion of this agreement shall be made
          unless it has been mutually agreed by the parties.

AS WITNESS whereof the parties hereto have executed this Agreement as a deed the
day and year first before written.

THE COMMON SEAL of GRAND            )
METROPOLITAN ESTATES LIMITED        )
was affixed in the presence of:     )

                                    Director

                                    Director/Secretary

THE COMMON SEAL of GRAND            )
METROPOLITAN INFORMATION            )
SERVICES LIMITED was affixed in the )
presence of:                        )

                                    Director

                                    Director/Secretary


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

                                    Director

                                    Director/Secretary

                                      -36-