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                                                                    Exhibit 10.6

          Confidential Materials omitted and filed separately with the
        Securities and Exchange Commission. Asterisks denote omissions.

                                            Nortel Networks Agreement No. 011174

                   DEVELOPMENT AND PURCHASE AND SALE AGREEMENT
                                       FOR
                     CDMA HIGH DATA RATE (1XEV-DO) PRODUCTS

This Agreement is made as of the 1st day of October, 2001 ("Effective Date") by
and between

NORTEL NETWORKS INC., a Delaware corporation, having an office at 2221 Lakeside
Blvd., Richardson, Texas 75082-4399, USA ("NNI");

and

AIRVANA INC., a Delaware corporation, having an office at 25 Industrial Avenue,
Chelmsford, MA 01824 ("AIRVANA").

1.   DEFINITIONS

     "Affiliates" shall include Nortel Networks Corporation, the Subsidiaries
     and the Contract Manufacturers.

     "Agreement" shall mean this Development and Purchase and Sale Agreement
     between NNI and AIRVANA for the supply of Services and Products, including
     herein all documents to which reference may properly be made in order to
     ascertain the rights and obligations of the parties.

     "Backward Compatible" shall mean that one version or release of the
     Hardware or Software, starting with Release 3.0, will be interoperable with
     previous versions or releases of Hardware or Software, including backward
     compatibility as between the Software and the DOM, Software and previous
     versions or releases of Software, and between the Software of the DOM and
     the Software of the ANC card portion of the Product. The degree of
     backwards compatibility is to be mutually agreed by both parties.
     Currently, AIRVANA supports the current release, and previous two major
     releases, different "releases" being indicated by a change in the digit to
     the left of the decimal in the identifying number.

     "Blanket Order" shall mean an Order which does not set forth a Shipping
     Date and/or specific quantities.

     "Class A Changes" shall mean any changes required to rectify one of the
     following conditions in respect to Product: (i) a hazardous electrical or
     mechanical condition; (ii) a condition causing a loss of service to
     end-users or inoperability; or (iii) a condition causing a degradation in
     performance from Specification, including without limitation those changes
     described in Telcordia GR-209 as "Class A" or "Class AC" changes.

     "Clause" shall be the numbered paragraphs as described within a section.

     "Contract Manufacturer" shall mean a third party which enters into an
     agreement with a Nortel Networks Company to (1) manufacture in modified or
     unmodified form, a NORTEL NETWORKS product incorporating the Product, and
     (2) lease, sell, sublicense or otherwise distribute (directly or indirectly
     through distributors) such NORTEL NETWORKS product under NORTEL NETWORKS'
     or the third party's own brand name.

     "Customer(s)" shall mean any direct or indirect customer of NORTEL
     NETWORKS, including (1) distributors and (2) end-user customers for which
     the Products and/or Services may ultimately be required.

     "Delivery Location" shall mean the Nortel Networks Company or a Customer
     location specified in an Order to which the Product shall be delivered.

     "Development Agreement" shall mean the development terms agreed upon
     between AIRVANA and NORTEL NETWORKS as described in Section 13 and as
     further set forth in Appendix D and, for the first development project for
     the 1xEV-DO DOM solution, either in the Statement of Work attached as
     Appendix


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     E hereto or which is executed separately hereunder, under which certain
     product development activities may be carried out with respect to new or
     enhanced products, as more specifically specified in the applicable
     Statement of Work under such Development Agreement.

     "EDI" shall mean electronic data interchange of information related to
     Orders and Releases.

     "ISO" shall mean the International Organization for Standardization.

     "Forecast" shall mean the forecast provided by NORTEL NETWORKS as described
     in Clause 5.1.

     "Hardware" shall mean the hardware components of the Products and any set
     of programs in machine-executable code, whether residing in fixed coded
     instructions resident in read-only memory or equivalent devices forming
     part of hardware and sometimes known as "firmware", or whether residing in
     any other form of memory device, such as 'flash memory,' incorporated into
     the hardware.

     "Limited-Cancellation Period" shall mean the [**] day period, which shall
     end on the Shipping Date.

     "Limited-Rescheduling Period(s)" shall mean the [**] day period, which
     shall end on the Shipping Date.

     "Maximum Delivery Period" shall mean the [**] day period which shall
     commence on the date that AIRVANA receives an Order or a Release.

     "NORTEL NETWORKS" shall mean NNI and any Affiliate.

     "Nortel Networks Company" shall mean NNI or any Affiliate issuing orders
     under this Agreement.

     "Nortel Networks Supplier" shall mean a supplier to any of the Nortel
     Networks Companies, other than a Contract Manufacturer.

     "Order" shall mean either the "hard copy" document or electronic
     transmission ("EDI") used by a Nortel Networks Company to order Products or
     Services under this Agreement.

     "Price" shall mean the price set forth for each Product and/or Service set
     forth in Appendix A, as may be amended by the parties from time to time.

     "Product" shall mean the collective term given to Hardware and Software as
     more fully described in Appendix A hereto.

     "Product Documentation" shall mean the documentation for the Products,
     prepared as set forth in Sections 13 and 14, for distribution to Customers
     with each Product, which will comply with the Specifications and, if
     applicable, NORTEL NETWORKS' then-current branding requirements.

     "Reasonable Efforts" shall mean those good faith efforts that a reasonable
     person would consider to be commercially reasonable given the circumstances
     at the particular time.

     "Release" shall mean either the "hard copy" document or electronic
     transmission ("EDI") used by a Nortel Networks Company pursuant to a
     Blanket Order to set the Shipping Date for specified quantities of Product.

     "Services" shall mean the services to be provided by AIRVANA to NORTEL
     NETWORKS or the Customers as detailed in any Order and in this Agreement or
     its Appendices, including without limitation the development Services
     described in Appendices D and E hereof.

     "Section" shall be as described in the table of contents.


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     "Shipping Date" shall mean the date when a Product shall be delivered to
     the carrier at the Shipping Location for shipment to the Delivery Location.

     "Shipping Location(s)" shall mean the U.S. manufacturing location(s) so
     designated by AIRVANA, from which a Product shall be shipped by AIRVANA.

     "Software" shall mean software programs (in machine-readable object code)
     that provide basic logic, operating and user-related application
     instructions and network management information for use with the Products
     and shall included associated documentation, which Software may be
     incorporated with Hardware in the Product, or which Software may be
     separately described in Appendix A.

     "Software License" shall mean the license granted by AIRVANA to NORTEL
     NETWORKS and the Customers in accordance with Section 30 hereof.

     "Specifications" shall mean, with respect to Products, those physical,
     mechanical, electrical, and other characteristics intended to define the
     performance, form, fit and function of Product and which are: (i) set forth
     in the documents referenced in Appendix B and (ii) otherwise agreed to in
     writing by the parties. "Specifications" shall mean, with respect to
     development Services, those specifications for the services and
     deliverables as set forth in Appendix D, and for the first development
     project for the 1xEV-DO DOM solution, as set forth either in the Statement
     of Work attached as Appendix E hereto or separately executed hereunder.

     "Statement of Work" shall mean the development project description and
     details agreed upon between the parties, containing substantially similar
     subject matter and substantially in the form of the Statement of Work for
     the first development project which is either attached to this Agreement as
     Appendix E or separately executed hereunder, each of which Statement of
     Work, whether attached hereto or executed separately hereunder, shall be
     deemed to form a part hereof as an Appendix to this Agreement as if
     attached hereto;

     "Subsidiaries" shall mean a corporation or other legal entity in which
     NNI's ultimate parent corporation, Nortel Networks Corporation, effectively
     owns or controls, directly or indirectly, so long as Nortel Networks
     Corporation continues to own or control, directly or indirectly, fifty
     percent (50%) or more of the voting stock or shares, or other control
     mechanism.

     "TDI" shall mean technical data interchange by electronic means.

     "Term" shall have the meaning set forth in Clause 12.1.

     "Uneconomical To Repair" means that (a) a Product is beyond repair due to
     physical damage; (b) a Product cannot be changed, modified, or upgraded
     from the current release of the Product to the next release acceptable to
     NORTEL NETWORKS; (c) in response to a requested Product repair AIRVANA
     characterizes the request as "no fault found" for the third consecutive
     time; or, (d) a Product has already been through the repair process three
     (3) times; or, (e) a Product has exceeded the limit placed on the number of
     repairs a Product may undergo, as mutually agreed in writing by the
     parties.

     "Warranty Period" shall mean for the Product, Hardware and Software the
     [**] month period beginning on the date which is [**] days after the
     Shipping Date of each Product, Hardware or Software from the Shipping
     Location, unless extended warranties are negotiated between AIRVANA and
     Customers upon request of NORTEL NETWORKS, in which event the Warranty
     Period for the Products, Hardware and Software shall be extended by period
     negotiated with the Customer.

     "Warranty Repair Period" shall mean [**] days commencing on the date that
     AIRVANA receives from a Nortel Networks Company either (i) a Product which
     does not conform to the warranty set forth in Section 8, if the repair or
     replacement is to be performed at a location of AIRVANA, or (ii) notice
     that a Product does not conform to the warranty set forth in Section 8 if
     the repair or replacement is to be performed at a location of a Nortel
     Networks Company or Customer.


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     "1xEV-DO Productization Date" shall mean the date on which NORTEL NETWORKS
     either: (a) first delivers, generally offers to its Customers for sale or
     otherwise generally makes available to its Customers the Release 2.0
     Software in conjunction with the 0D hardware deliverable for use beyond
     verification office testing; or (b) has developed and is aggressively
     implementing its bona fide plan to achieve channel readiness with respect
     to the Release 3.0 Software with the 0D hardware deliverable.

2.   PURPOSE

     The purpose of this Agreement is to describe the terms and conditions under
     which NORTEL NETWORKS shall have the right to purchase Products and
     Services, including without limitation design and development Services,
     from AIRVANA, including the right of Affiliates to place Orders subject to
     and under this Agreement, and under which AIRVANA grants NORTEL NETWORKS
     the right to resell the Products and/or certain Services, directly or
     indirectly, to Customers,

3.   SUPPLY COMMITMENT

3.1  NORTEL NETWORKS may, but shall not be obligated to except as set forth in
     Clauses 5.3 and 5.4 hereof, issue Orders or Releases to AIRVANA and AIRVANA
     shall fulfill such Orders or Releases in accordance with the provisions of
     this Agreement. Each Order or Release issued to AIRVANA shall create rights
     and obligations solely between AIRVANA and the particular Nortel Networks
     Company which issues the Order or Release. For the purposes of giving
     effect to the above, where a Nortel Networks Company purchases product
     and/or Products pursuant to this Agreement, where the context so admits,
     references to NORTEL NETWORKS shall be deemed to be to the relevant Nortel
     Networks Company which is ordering and/or purchasing product and/or
     Products in accordance with the terms of this Agreement.

3.2  Intentionally Omitted.

3.3  Unless otherwise agreed to in writing, AIRVANA shall notify NORTEL NETWORKS
     at least [**] days prior to the discontinuation of production or sale of
     any Product listed within Appendix A. Unless otherwise agreed to in
     writing, AIRVANA shall notify NORTEL NETWORKS at least [**] days prior to
     implementing any manufacturing, engineering or other changes which will
     affect the form, fit or function of any Product which may be subject to
     NORTEL NETWORKS approval in accordance with Appendix C. AIRVANA shall, at
     NORTEL NETWORKS' request, extend the period of manufacture for any
     discontinued products, provided NORTEL NETWORKS commits to a minimum
     purchase quantity reasonably acceptable to AIRVANA. A delivery schedule for
     such extended period of manufacture beyond the notice period shall be
     mutually agreed to between AIRVANA and NORTEL NETWORKS. AIRVANA shall
     accept all Orders and Releases submitted by NORTEL NETWORKS within the
     applicable notice period for any such affected Products, regardless of
     quantity subject to Section 5 below. All such notices shall be sent to the
     affected Nortel Networks Companies and to the attention of the Manager,
     Strategic Supply Management, at the applicable purchasing locations

3.4  AIRVANA shall provide out-of-warranty repair parts and services, at
     AIRVANA's then current prices for each Product, for a minimum of [**] years
     after the earlier of:

          (a)  the effective date of discontinuance of a Product, or

          (b)  the date of termination or expiration of this Agreement.

3.5  In the event that AIRVANA, having fulfilled AIRVANA's obligations detailed
     in Clause 3.4, discontinues out-of-warranty repair services, AIRVANA shall,
     if reasonably requested, provide to NORTEL NETWORKS or a mutually
     acceptable third party a limited, non-exclusive, non-transferable no cost
     royalty free license allowing them to repair and service the Products sold
     to NORTEL NETWORKS under this Agreement, including the following items if
     they are reasonably available to AIRVANA: (i) documentation in sufficient
     detail to provide all of the information required to repair and test the
     Product, including but not limited to stock lists, schematics, engineering
     change history and assembly drawings; (ii) access to proprietary components
     and software source code; (iii) repair history data; and (iv) technical
     assistance Services as may


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     be reasonably required. NORTEL NETWORKS and any third party performing
     under this Clause 3.5 shall execute to the reasonable satisfaction of
     AIRVANA, confidentiality agreements covering the non-disclosure of
     AIRVANA's Confidential Information. Services to assist NORTEL NETWORKS or
     such third party which are provided by AIRVANA under this Clause 3.5 shall
     be invoiced to the appropriate party at AIRVANA's then current charges for
     such services.

3.6  If NORTEL NETWORKS arranges for AIRVANA to be allowed to purchase goods
     and/or services from a Nortel Networks Supplier at (a) the prices offered
     to NORTEL NETWORKS or (b) the prices offered to other Nortel Networks
     Suppliers, then AIRVANA may, to the extent legally and contractually
     permissible, purchase those goods and/or services for the manufacture of
     Products from such Nortel Networks Supplier. AIRVANA shall use all such
     goods and/or services purchased from that Nortel Networks Supplier at those
     prices exclusively for the satisfaction of any obligation it may have to
     provide goods and/or services, directly or indirectly, to NORTEL NETWORKS.

4.   REVIEWS, ACCESS AND ISO COMPLIANCE

4.1  Representatives of AIRVANA and NORTEL NETWORKS, at their own expense, shall
     meet alternately at AIRVANA's and NORTEL NETWORKS' facilities [**] each
     quarter, or more frequently if deemed necessary by either party but no more
     than [**], to review in detail AIRVANA 's progress on the development of
     the Products, identify issues and attempt to reach mutual agreement on
     courses of action, as appropriate. NORTEL NETWORKS may evaluate, test and
     propose what it believes are desirable or necessary modifications to the
     Products including recommendations regarding the manufacturability of the
     Products. AIRVANA will receive and review such proposals in good faith and,
     at AIRVANA's discretion, consider incorporating such proposals in the
     Products if they reasonably appear to have the potential for enhancing
     successful and widespread deployment of the Products in the earliest
     possible time frame or significantly improve the reliability of the
     Products. Subject to these obligations of good faith, NORTEL NETWORKS
     acknowledges that AIRVANA shall have the ultimate right to decide the
     design direction for the Products. If, in NORTEL NETWORKS opinion, AIRVANA
     unreasonably refuses to consider incorporating any such proposals, the
     parties agree to use the management escalation process set forth in Section
     28 to resolve such disagreement. NORTEL NETWORKS further acknowledges that
     proposals may not be accepted by AIRVANA if such proposals (i) would have
     an adverse impact on the ability to implement or deploy the Products in a
     timely fashion or (ii) are considered by NORTEL NETWORKS to be NORTEL
     NETWORKS' proprietary (or proprietary to Nortel's suppliers or licensors)
     not to be freely shared with third parties. Any proposals relating to
     Products or Software deemed to be "Exclusive" as set forth in Appendix A
     shall automatically be deemed to be proprietary to NORTEL NETWORKS for
     purposes of this Clause 4.1 unless otherwise agreed in writing by NORTEL
     NETWORKS. Any such proprietary proposals can only be shared with third
     parties under mutually acceptable terms and conditions protecting the
     confidentiality thereof.

4.2  Unless NORTEL NETWORKS specifically notifies AIRVANA in writing prior to
     incorporation of any proposal for modification or change in the Products,
     that such proposal is considered by NORTEL NETWORKS to be its proprietary
     information not to be freely shared with any third party, or unless any
     such proposal in writing is marked 'confidential', 'proprietary' or like
     designation, NORTEL NETWORKS acknowledges and agrees, subject to any third
     party's right therein, that any such proposals made by NORTEL NETWORKS
     which are incorporated by AIRVANA in the Products may be used without
     restriction or accounting by AIRVANA unless otherwise agreed in writing
     between the parties and may be shared with and used without restriction by
     other licensees and system operators without accounting to NORTEL NETWORKS.

4.3  NORTEL NETWORKS, and if required its Customer, shall be permitted to enter
     AIRVANA's premises, at any reasonable time, to confirm that AIRVANA is
     complying with its obligations under this Agreement, provided that NORTEL
     NETWORKS gives AIRVANA at least [**] working days prior written notice,
     including notification via email.


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4.4  AIRVANA will use Reasonable Efforts to cause any subcontractors retained by
     AIRVANA and relating to this Agreement to permit similar access as
     described in Clause 4.3 above to the subcontractor's premises for NORTEL
     NETWORKS and, if required, its Customer's personnel.

4.5  AIRVANA agrees that all third party facilities involved in manufacturing
     and/or supplying Product to NORTEL NETWORKS shall be compliant with ISO
     9001:2000 as of the date Product is shipped from such facilities. In
     addition, AIRVANA agrees that its own facilities involved in manufacturing
     and/or supplying Product to NORTEL NETWORKS shall be compliant with ISO
     9001:2000 by December 31, 2002. AIRVANA further agrees to conduct regular
     meetings with NORTEL NETWORKS on the status of such compliance.

4.6  AIRVANA shall comply with NORTEL NETWORKS quality standards as set forth in
     Appendix H and such quality standards shall also apply to the Services and
     Deliverables set forth in the Statement of Work for the 1xEV-DO Project.

5.   FORECASTING, ORDERING, PURCHASE COMMITMENT AND DELIVERY

5.1  NORTEL NETWORKS shall provide to AIRVANA, beginning on a date to be
     mutually agreed upon between the parties, with updates provided in the [**]
     week of NORTEL NETWORKS' monthly fiscal calendar for each [**] thereafter,
     a rolling [**] forecast setting forth the unit quantities of the Products
     that it expects to Order ("Forecast"). Within [**] working days of
     AIRVANA's receipt of the Forecast, AIRVANA shall either confirm the
     delivery schedule set forth in the first [**] of the Forecast or propose an
     alternate delivery schedule for those [**]. If AIRVANA fails to do so, it
     shall be deemed to have agreed to the Forecast for those first [**] and
     delivery schedule set forth for such [**] by NORTEL NETWORKS. If AIRVANA
     proposes an alternate delivery schedule for the first [**] of the Forecast,
     then NORTEL NETWORKS shall within [**] days of its receipt of notice of
     such alternative delivery schedule notify AIRVANA that either such
     alternate forecast delivery schedule is acceptable or such scheduled
     delivery is canceled. If NORTEL NETWORKS fails to give such notice, it
     shall be deemed to have agreed to the alternate delivery schedule for the
     first [**] of the Forecast. For the sake of clarification, the [**] through
     [**] of a Forecast are for planning purposes only and are not binding on
     either NORTEL NETWORKS nor AIRVANA.

5.2  NORTEL NETWORKS shall make Reasonable Efforts to ensure that the
     adjustments to the Forecasts shall be no greater than the adjustments
     NORTEL NETWORKS must bear in the operation of NORTEL NETWORKS' factories.
     Notwithstanding the foregoing, however, AIRVANA shall have and maintain, at
     no additional charge, the capability of increasing production capacity
     required to meet the then-current Forecast, as well as to meet quantities
     ordered which exceed the forecast quantities ("Excess Quantity"), in
     accordance with this Clause 5.2. When an Excess Quantity is ordered or
     forecasted, either in a new Order or by means of an amendment to an
     existing Order or update to the Forecast, the following shall apply:

     (a)  If the Order or such an amendment or update for such Excess Quantity
          is submitted [**] days or less prior to the NORTEL NETWORKS' requested
          Shipping Date, then AIRVANA shall use Reasonable Efforts to supply as
          much of such Excess Quantity as reasonably possible.

     (b)  If the Order or such an amendment or update for such Excess Quantity
          is submitted more than [**]days but less than (or equal to) [**] days
          prior to the NORTEL NETWORKS' requested Shipping Date, then AIRVANA
          shall be obligated to supply [**] percent ([**]%) of the forecasted
          quantity in the Forecast (prior to any update to such Forecast) by the
          requested Shipping Date.

     (c)  If the Order or such an amendment or update for such Excess Quantity
          is submitted more than [**] days but less than (or equal to) [**] days
          prior to the NORTEL NETWORKS' requested Shipping Date, then AIRVANA
          shall be obligated to supply [**] percent ([**]%) of the forecasted
          quantity in the Forecast (prior to any update to such Forecast) by the
          requested Shipping Date.


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     For the sake of clarification, (i) once NORTEL NETWORKS submits a Forecast
     for the first [**] (on a rolling basis), it may not change such Forecast,
     except that the Nortel Networks Companies may submit Orders for the Excess
     Quantities or amend an existing Order or update the Forecast as set forth
     in this Clause 5.2; and (ii) AIRVANA's obligation to supply under this
     Clause 5.2 shall be rounded up to the next whole unit. For the purposes of
     this Section 5, NORTEL NETWORKS shall act on behalf of all the Nortel
     Networks Companies with respect to forecasting quantities expected to be
     ordered, and the Nortel Networks Companies shall in the normal course place
     Orders.

5.3  NORTEL NETWORKS shall ensure that there are Orders placed with AIRVANA to
     provide for the quantities forecasted for delivery during the first [**] of
     the Forecast on a rolling [**] basis. NORTEL NETWORKS also commits to
     purchase the quantities forecasted for delivery during the [**] of such
     Forecast on a rolling [**] basis, but reserves the right to reschedule
     Product deliveries in accordance with Clause 5.12. Except as set forth in
     the foregoing, NORTEL NETWORKS shall not be obligated to issue Orders based
     on the Forecast, and such forecast shall be otherwise completely
     non-binding. NORTEL NETWORKS shall have the right to cancel an Order for
     Products in accordance with Clause 5.13 below. Any purchase made under the
     commitments to order Products pursuant to the Forecast described in this
     Clause 5.3 shall serve to fulfill, and not be in addition to, the
     commitment to purchase Products by the Commitment Fulfillment Date as set
     forth in Clause 5.4 below.

5.4  Provided that AIRVANA fulfills its obligations under the development terms
     set forth in Section 13 and Appendix D hereof along with related Statements
     of Work, and further provided that AIRVANA fulfills its obligations with
     respect to shipment of the Products by the requested Shipping Dates, and
     subject to NORTEL NETWORKS' termination rights set forth in Section 12,
     NORTEL NETWORKS hereby commits to purchase an aggregate quantity of [**]
     units of the 1xEV-DO DOM Product by placing Orders with scheduled Shipping
     Dates for such quantities occurring on or before a date which is [**]
     months immediately following the date of "0D 1xEV-DO DOM delivery to NORTEL
     NETWORKS" as defined in the applicable Statement of Work ("Commitment
     Fulfillment Date"). In the event it is determined, as of the Commitment
     Fulfillment Date, that NORTEL NETWORKS has not placed Orders or Releases
     for the required [**] units of 1xEV-DO DOM Product with Shipping Dates
     occurring on or before such Commitment Fulfillment Date, NORTEL NETWORKS
     shall pay to AIRVANA an amount equal to [**] U.S. Dollars ($[**] U.S.). The
     foregoing shall be NORTEL NETWORKS' sole liability with respect to the
     purchase commitment under this Agreement.

5.5  The commitments expressed in Clauses 5.3 and 5.4 above shall terminate in
     their entirety, with no liability to NORTEL NETWORKS therefor, if the
     Agreement is terminated due to AIRVANA's material breach of this Agreement.

5.6  For quantities of Products included in the Forecast and for quantities up
     to the Excess Quantities to be provided within the periods set forth in
     Clause 5.2 above, AIRVANA shall deliver the Products not later than the
     Maximum Delivery Period.

5.7  To achieve delivery of the quantities of Products identified in the
     Forecast for which NORTEL NETWORKS is committed to place Orders in
     accordance with Clause 5.3 and to achieve delivery of the Excess Quantities
     in accordance with Clause 5.2 within the Maximum Delivery Period, NORTEL
     NETWORKS acknowledges that AIRVANA will be required to keep an inventory of
     the components required to manufacture or have manufactured such Products.
     If, as a result of any reduction by NORTEL NETWORKS of the quantities
     contained in the Forecasts for delivery within the first [**] of the
     Forecast on a rolling [**] basis, subject to this Section 5, (a) AIRVANA
     has either (i) purchased components based on the binding portion of the
     previous Forecast or (ii) a continuing purchase obligation for any
     components resulting from the binding portion of the previous Forecast, and
     (b) AIRVANA does not reasonably believe that AIRVANA will be able to either
     (i) consume, within the next [**], the components in the manufacture of
     Products for sale to NORTEL NETWORKS or others or (ii) cancel the purchase
     obligation without charge (such components remaining as result of (a) and
     (b) collectively hereinafter "Excess Components"), then AIRVANA may make a
     claim to NORTEL NETWORKS for its inventory of Excess Components as follows:

     5.7.1 AIRVANA shall notify NORTEL NETWORKS in writing in a timely manner
          providing reasonable


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          evidence that the inventory of Excess Components was purchased in
          accordance with the binding portion of the Forecast and reasonably
          detailing the specific associated cancellation charges, if any, which
          may be incurred if the orders from AIRVANA to its suppliers for the
          Excess Components were canceled, or, in the case of Excess Component
          inventory, state the quantity of Excess Components being claimed, and
          disclose AIRVANA's cost of such Excess Components. Any cost
          information provided to NORTEL NETWORKS shall be held in the strictest
          of confidence and not disclosed other than to those employees of
          NORTEL NETWORKS with a need to know.

     5.7.2 At AIRVANA's option, AIRVANA may retain the Excess Component
          inventory for future consumption, or request NORTEL NETWORKS to
          purchase the unconsumed Excess Component inventory at AIRVANA's
          invoice cost, in which case NORTEL NETWORKS shall promptly purchase
          the unconsumed Excess Component inventory at AIRVANA 's invoice cost.

     5.7.3 Upon AIRVANA's notification set forth in Clause 5.7.1, AIRVANA shall
          not require any additional Excess Component inventory compensation
          from NORTEL NETWORKS in connection with any further orders placed by
          AIRVANA for the affected components until either the Excess Component
          inventory being claimed has been consumed or is forecasted to be
          consumed, taking into consideration the applicable lead time required
          by AIRVANA's suppliers for delivery. Subject to AIRVANA's continuing
          purchase obligations for any components resulting from the binding
          portion of the previous Forecast, AIRVANA shall limit the future
          purchases of any components of the same type contained in the Excess
          Component inventory and shall make Reasonable Efforts to consume or
          sell any Excess Components, including the use of any Excess Components
          in the manufacture of any other of AIRVANA's own products, if
          applicable.

5.8  If a Nortel Networks Company uses EDI to issue an Order or a Release, such
     transaction shall be carried out in accordance with the provisions set
     forth in Part I of Appendix G.

5.9  AIRVANA shall accept any Order or Release issued by a Nortel Networks
     Company in accordance with this Agreement, subject to AIRVANA confirming
     the creditworthiness of such Nortel Networks Company. Should the terms of
     any Order or Release conflict with the terms of this Agreement, the terms
     of this Agreement shall govern unless the parties expressly agree in
     writing to the contrary. This Agreement shall continue to apply to an Order
     or a Release issued during the Term until all obligations herein are
     performed. Notwithstanding that an Order or a Release does not refer to
     this Agreement, any Order issued by any Nortel Networks Company during the
     Term shall be deemed to have been issued pursuant to this Agreement unless
     the parties expressly agree to the contrary in writing.

5.10 An Order shall set forth a description of the following: (a) Product, (b)
     Price, (c) Delivery Location, (d) the location where the invoice shall be
     rendered for payment, (e) method of shipment, (f) quantity and (g) Shipping
     Date. All shipping documents and invoices shall reference the number of the
     Order issued for the Products and the Products contained in the shipment as
     defined on the purchase order.

5.11 AIRVANA shall deliver an Order or a Release complete unless the Nortel
     Networks Company that issued the Order or Release otherwise agrees. If
     AIRVANA fails to ship a Product within [**] working days of the Shipping
     Date, the Nortel Networks Company which issued the Order or Release may, in
     addition to any other right available to it under the law, cancel, without
     charge, the Order or Release or applicable portion thereof.

5.12 Notwithstanding anything in this Agreement to the contrary, the Nortel
     Networks Company may, without charge and without restriction, reschedule
     the Shipping Date at any time prior to the commencement of the
     Limited-Rescheduling Period. Inside the Limited-Rescheduling Period, the
     Nortel Networks Company may, without charge, reschedule the Shipping Date
     at any time prior to such Shipping Date, provided that such rescheduled
     Shipping Date is within a window following the month in which the
     reschedule occurred as set forth in the table below and rescheduling only
     occurs for the number of times allowed as set forth below:


                                        8

<PAGE>

     (i)  Within [**] days or less prior to the scheduled Shipping Date, the
          Nortel Networks Company may not reschedule such Shipping Date.

     (ii) More than [**] days but less than (or equal to) [**] days prior to the
          scheduled Shipping Date, the Nortel Networks Company may reschedule
          such Shipping Date twice, so long as the rescheduled Shipping Date is
          no more than [**] months after the originally scheduled Shipping Date.

     (iii) More than [**] days but less than (or equal to) [**] days prior to
          the scheduled Shipping Date, the Nortel Networks Company may
          reschedule such Shipping Date twice, so long as the rescheduled
          Shipping Date is no more than [**] months after the originally
          scheduled Shipping Date.

     (iv) Rescheduling of Services. NORTEL NETWORKS may reschedule an ordered
          Service once, so long as NORTEL NETWORKS reimburses AIRVANA for
          AIRVANA's additional costs incurred directly as a result of such
          rescheduling.

     For the sake of clarification, (A) a Shipping Date may not be rescheduled
     pursuant to both parts (ii) and (iii) of this Clause 5.12; (B) under both
     Clauses 5.12 and 5.13, the rescheduled Shipping Date must be subsequent to
     the original Shipping Date; and (C) the Nortel Networks Company may cancel
     Orders or Releases or reschedule Shipping Dates at any time during the
     calendar month, subject to the limitations described in these Clauses 5.12
     and 5.13.

5.13 Notwithstanding anything in this Agreement to the contrary, the Nortel
     Networks Company may cancel an Order or a Release without liability at any
     time prior to the Limited-Cancellation Period. Except as set forth below,
     the Nortel Networks Company may cancel an Order or a Release at any time
     during the Limited-Cancellation Period, but subject to NORTEL NETWORKS'
     liability for Excess Components as set forth in Clause 5.7 above. In no
     event shall NORTEL NETWORKS be obligated to reimburse AIRVANA for an amount
     which exceeds the Price of such Product as set forth in Appendix A.

     (a)  Cancellation of Products.

          (i)  Within [**] days or less prior to the scheduled Shipping Date,
               the Nortel Networks Company may not cancel any Order or Release
               to the extent it covers such Products.

          (ii) More than [**] days but [**] days or less prior to the scheduled
               Shipping Date, the Nortel Networks Company may cancel any Order
               or Release to the extent it covers such Products, so long as
               NORTEL NETWORKS reimburses AIRVANA for all Excess Components (as
               defined in Clause 5.7 above) plus labor costs incurred by AIRVANA
               up to the date of such cancellation with respect to inventory or
               work-in-process resulting from such Order.

     (b)  Cancellation of Services. A Nortel Networks Company may at any time
          cancel any Order to the extent that it covers Services; provided,
          however, that if AIRVANA had begun performing such Services before
          receiving written notice of such cancellation from the Nortel Networks
          Company, then the Nortel Networks Company shall reimburse AIRVANA for
          AIRVANA's costs incurred (or to be incurred, if such costs are not
          cancelable) in connection with such performance (such reimbursement
          not to exceed the amount due for such Services if they had been
          performed in full).

5.14 AIRVANA shall on any given date, in addition to its obligations under
     Clause 5.2, have available at the Shipping Location for immediate shipment
     upon request, a quantity of finished Product equal to a one week average of
     the quantities of Product required as calculated by averaging the
     quantities set forth for each week in the current [**] of the Forecast.


                                        9

<PAGE>

5.15 AIRVANA shall:

     5.15.1 package the Products to the relevant packaging Specifications set
          forth in Appendix B to ensure their delivery undamaged to the Delivery
          Location. Each package shall be clearly marked with NORTEL NETWORKS'
          name, delivery address and the number of packages being shipped
          together; and

     5.15.2 supply an advice note showing the Order number, NORTEL NETWORKS'
          part number, quantity delivered, number of packages, method and route
          of transportation to NORTEL NETWORKS' "Goods-In Receiving Office". One
          copy of such advice note shall accompany the Products on delivery.

6.   PRODUCT BADGING AND LABELING

6.1  NORTEL NETWORKS shall sell or sublicense Products under the NORTEL
     NETWORKS' name or under the name of its Contract Manufacturers or
     Customer(s). If requested by NORTEL NETWORKS, AIRVANA shall supply Products
     complete with the appropriate logo affixed to the Products.

6.2  Where NORTEL NETWORKS exercises its rights under Clause 6.1, NORTEL
     NETWORKS shall provide details of the logo and positioning not later than
     [**] weeks prior to the due date for delivery. AIRVANA shall provide NORTEL
     NETWORKS' trade dress with NORTEL NETWORKS' labeling for all Products,
     including but not limited to labels identifying PEC codes, serial numbers,
     dates of manufacture, etc.

7.   PRICE, PAYMENT AND RISK OF LOSS

7.1  Unless otherwise set forth in Clauses 7.6 or otherwise indicated in
     Appendix A, the Prices set forth in Appendix A shall apply during the Term
     and are: (a) in US Dollars (b) exclusive of any applicable excise and sales
     taxes now existing or hereinafter imposed by any applicable taxing
     authority, and (c) exclusive of transportation charges, insurance and duty
     applicable between the Shipping Location and the Delivery Location. Such
     taxes, transportation charges, insurance and duty for which NORTEL NETWORKS
     is liable shall be separately stated on the invoice. AIRVANA agrees not to
     assess any applicable excise or sales tax where NORTEL NETWORKS furnishes
     AIRVANA a tax exemption certificate, a certificate of authority, a direct
     pay permit and/or any equivalent acceptable to the applicable taxing
     authority. On each invoice submitted to NORTEL NETWORKS, AIRVANA shall
     reference the number of the Order(s) and Release(s) issued for the Products
     covered by such invoice.

7.2  For all Orders and/or Releases generated by Nortel Networks Companies,
     payment shall be net [**] days from the later of the Shipping Date of a
     Product or the date of receipt of the invoice, provided, however, that if
     NORTEL NETWORKS changes its payment terms policy for any new supplier in
     the future to payment terms of less than net [**] days, NORTEL NETWORKS
     shall revise the foregoing payment terms to any such lesser payment period.

7.3  On an annual basis, the Prices will be the same as AIRVANA's lowest
     customer price [**], AIRVANA [**] NORTEL NETWORKS. If AIRVANA offers a
     customer better prices than NORTEL NETWORKS, as determined by the
     foregoing, or in the event AIRVANA reduces its list price or increases its
     price discounts, AIRVANA shall notify NORTEL NETWORKS thereof, and shall
     extend such pricing or discounts to NORTEL NETWORKS. The more favorable
     pricing and/or discounts shall apply commencing on the date the more
     favorable pricing and/or discounts were first offered to any customer.
     AIRVANA warrants to NORTEL NETWORKS that the Price for each Product sold
     and fees for Software licensed hereunder are not unlawfully discriminatory.


                                       10

<PAGE>

7.4  Title and risk of loss or damage to a Product shall pass to the Nortel
     Networks Company which ordered it when a Product is delivered at the
     Shipping Location to the carrier designated by the Nortel Networks Company,
     or if the Nortel Networks Company does not designate a carrier, the carrier
     selected by AIRVANA. Notwithstanding the above, AIRVANA shall remain liable
     for any loss or damage to a Product which is occasioned by AIRVANA's
     negligent acts or omissions. If a Nortel Networks Company returns a
     Product, risk of loss or damage for such Product shall pass to AIRVANA when
     the Product is delivered to a carrier at the Delivery Location.

7.5  All Product shall be invoiced in United States dollars unless otherwise
     agreed to by AIRVANA and the Nortel Networks Company.

7.6  Following fulfillment by NORTEL NETWORKS of its commitments to purchase
     certain quantities of 1xEV-DO Products as set forth in Clause 5.4, the
     Prices for Products, Software and Services listed in Appendix A may be
     renegotiated on an annual basis and agreed upon in good faith by the
     parties. Such negotiation shall commence at least [**] days prior to the
     end of each calendar year and be completed prior to the expiration of the
     such calendar year, and the renegotiated Prices so agreed upon shall be in
     effect for the subsequent calendar year.

7.7  AIRVANA shall undertake a cost reduction program.

7.8  Intentionally Omitted.

7.9  If are Products are desired by the parties to be added to Appendix A prior
     to or during any calendar year, the parties shall negotiate in good faith
     the applicable Price for such Products, prior to such Products being added
     to Appendix A, in accordance with the agreements about Prices set forth
     this Section 7.

7.10 All past due amounts, including without limitation royalty payments due
     under Sections 30 and 32 below (collectively, "Past Due Amounts") shall
     bear interest at the rate of [**] percent ([**]%) per [**] (or such lesser
     rate as may be the maximum permissible rate under applicable law),
     beginning with the date on which the applicable Past Due Amount was due and
     payable. AIRVANA shall provide a notice to NORTEL NETWORKS regarding any
     such delinquency, and shall use best efforts to send such notice to NORTEL
     NETWORKS within ten (10) days after such delinquency begins. Such interest
     shall not accrue on Past Due Amounts which are disputed by NORTEL NETWORKS;
     provided, however, that to the extent such dispute is resolved in favor of
     AIRVANA and such amount remains payable to AIRVANA, interest shall accrue
     on such amount from the date it originally became due and payable in
     accordance with this Agreement.

7.11 Unless otherwise agreed in writing between the parties, Nortel Networks
     Companies outside of the United States and Canada shall gross-up any
     invoice where withholding taxes may be applicable, and therefrom withhold
     any applicable withholding tax from payments made to AIRVANA pursuant to
     the Services or Software or other technology for which royalties are paid
     provided under this Agreement, such that the net payment to AIRVANA will be
     equal to the payment that would have been made if such withholding taxes
     were not in effect. To assist AIRVANA in obtaining any tax credits for the
     amounts withheld, NORTEL NETWORKS shall, upon AIRVANA's reasonable request,
     promptly provide AIRVANA with such evidence as may be reasonably required
     by the applicable taxing authorities to establish that such withholding tax
     has been paid.

8.   ACCEPTANCE, PRODUCT WARRANTY AND REPAIR/REPLACEMENT

8.1  All Products are subject to inspection at the Delivery Location. Acceptance
     shall be deemed not to have occurred until [**] days after the Shipping
     Date. If a Product does not conform to the requirements of an Order or to
     the warranties set forth in this Section 8, the entire quantity delivered
     with such Product may be returned to AIRVANA at AIRVANA's expense. Payment
     shall neither be deemed to constitute acceptance nor be a waiver of any
     Nortel Networks Company's right to cancel any Order or Release.


                                       11

<PAGE>

8.2  AIRVANA warrants to NORTEL NETWORKS that a Product will at the time of
     delivery be new and free and clear of all liens and encumbrances. AIRVANA
     further warrants that during the Warranty Period a Product shall be free
     from defects in material and workmanship and shall conform to the
     Specifications. This warranty shall not apply to any defect which has been
     caused by NORTEL NETWORKS and arises from mishandling, misuse, neglect or
     improper testing or repair. This warranty shall survive inspection,
     acceptance and payment.

8.3  AIRVANA shall repair or replace such Product within the Warranty Repair
     Period free of charge. If AIRVANA does not so perform within the Warranty
     Repair Period, and, upon a NORTEL NETWORKS' request, AIRVANA shall (a)
     refund to NORTEL NETWORKS the Price of such Product and (b) be entitled to
     retain such Product. Upon repeated failure or refusal by AIRVANA to so
     perform during the Warranty Repair Period, NORTEL NETWORKS shall have the
     right to terminate the Agreement and seek any additional remedies permitted
     by law. All transportation and other expenses arising from shipping the
     non-conforming Product to and the repaired or replacement Product from the
     Shipping Location shall be paid by AIRVANA. Specific repair or replacement
     service obligations, warranties and procedures other than as set forth in
     this Section 8 shall be as set forth in Appendix C.

8.4  All replaced or repaired Products shall be warranted by AIRVANA for a
     period of [**] days commencing [**] days after the actual date of shipment
     or for the balance of the original Warranty Period, whichever is longer.

8.5  Subject to the confidentiality provisions of this Agreement, NORTEL
     NETWORKS reserves the right to use third party repair vendors, or if NORTEL
     NETWORKS so chooses, to perform such repair itself in accordance with
     Appendix C.

8.6  EXCEPT FOR THOSE WARRANTIES AND INDEMNITIES CONTAINED IN OTHER SECTIONS OF
     THIS AGREEMENT, THE EXPRESS WARRANTIES CONTAINED IN THIS SECTION 8 ARE
     EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING,
     WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
     FOR A PARTICULAR PURPOSE.

9.   TECHNICAL SUPPORT AND ASSISTANCE DURING PRODUCTION PHASE

9.1  Technical assistance shall include the technical services of AIRVANA's
     emergency technical assistance, radio frequency ("RF") engineering and
     consulting services, training, and installation and commissioning at NORTEL
     NETWORKS' or Customer's facilities, and accommodating visits of NORTEL
     NETWORKS' engineering, technical and testing personnel, at NORTEL NETWORKS'
     expense, to AIRVANA 's facilities.

9.2  AIRVANA hereby agrees to make available to NORTEL NETWORKS the technical
     support services described below in this Clause 9.2 for the Product for the
     duration of the Warranty Period, and in successive renewable [**] month
     periods for at least [**] years after the expiry of the Warranty Period.
     These technical support Services shall be provided at no charge to NORTEL
     NETWORKS during the Warranty Period. The successive renewable [**] month
     technical support periods shall be priced in accordance with the fees for
     such support set forth in Appendix A and invoiced for each calendar quarter
     in advance (or prorated if for a partial calendar quarter); provided,
     however, that AIRVANA's rates may be increased from time to time by a
     percentage amount no greater than [**]. The Product support service shall
     as a minimum provide for:

     a)   A service desk (contacted through a telephone help line) to enable
          NORTEL NETWORKS to obtain a quick response to the NORTEL NETWORKS'
          personnel or contractors who provide first level support to the
          Customers. The service desk shall operate [**] days a week for logging
          and tracking fault reports. Alternatively, NORTEL NETWORKS may use the
          mail or e-mail to communicate with AIRVANA relative to such support
          and a central number will be provided for [**] pager support for after
          hours calls on emergency situations.

     b)   The allocation of a case number upon placing a fault report. NORTEL
          NETWORKS shall use the case


                                       12

<PAGE>

          number in all communications associated with the fault report.

     c)   The investigation, by AIRVANA, of any fault/technical queries in the
          Product reported to AIRVANA by NORTEL NETWORKS. If such investigation
          reveals an error, defect or malfunction in the Product, to provide a
          return to service using a temporary solution acceptable to NORTEL
          NETWORKS ("Workaround") in event of failure.

     d)   AIRVANA shall keep NORTEL NETWORKS informed of the progress in
          resolving any fault or technical query.

     e)   AIRVANA shall also provide the following services as part of the
          support service for Product:

          -    Co-ordination of third party support for third party components
               contained in a product

          -    Simulation of problems using equipment available in AIRVANA's
               test facilities

          -    Multi-vendor Product expertise

          -    Prioritization of faults/events and escalation as required to
               next level

          -    Access to the system design authorities and highest level design
               documentation

          -    Specific designs or modifications to Product will be developed as
               required to remedy faults

          -    documentation updates

     f)   Case Severity Definition and Closure Policy (Production Hardware and
          Software)

          For production Hardware and Software, the classifications using the
          following definitions as the guideline follow:

<TABLE>
<S>                 <C>
S1 Emergency        System or network is down and unusable as a result of a
                    problem that causes failures, or results in severe
                    intermittent operations with no Customer-acceptable
                    Workarounds, or the Customer states the problem has a
                    critical impact on their operation.

S2 Significant      Impact system or network is up and will run, however, the
                    problem exists with significant impact and which has
                    difficult or no Workarounds, causing substantial performance
                    degradation, or prevents the Customer from using a critical
                    feature of the Product or system into which it is integrated
                    or with which the Product is used.

S3 Limited Impact   System or network is up and running but minor problems exist
                    having limited impact. The Customer can use the system or
                    Product with limitation or Workarounds that are not
                    critically impacting the overall operations. This could be a
                    non-problematic information issue such as a documentation
                    error as well.

S4 RMA              Logging a request for a Return Material Authorization.

S5 Enhancement      Required for a new Product or feature. This is used by both
                    the Customer advocacy function and marketing to prioritize
                    future releases (includes problems detected in
                    documentation).

S6 Informational    Used for Customer information requests.
</TABLE>


                                       13

<PAGE>

     g)   Escalation Table

<TABLE>
<CAPTION>
                                     MANAGER         ENGINEERING   VICE PRESIDENT
           INITIAL RESPONSE   TECHNICAL ASSISTANCE    DIRECTOR/       CUSTOMER      EXECUTIVE
SEVERITY    (VIA TELEPHONE)          CENTER              MGR.       ADVOCACY/ENG.     STAFF
--------   ----------------   --------------------   -----------   --------------   ---------
<S>        <C>                <C>                    <C>           <C>              <C>
S1               [**]                 [**]               [**]           [**]           [**]
S2               [**]                 [**]               [**]           [**]           [**]
S3               [**]                 [**]               [**]           [**]           [**]
</TABLE>

          T0 = time of receipt of initial call

     h)   Target time to resolve within receipt of initial fault report

          AIRVANA shall use Reasonable Efforts to provide resolution in
          accordance with the table below:

<TABLE>
<CAPTION>
SEVERITY   WORK-AROUND   FULL FIX
--------   -----------   --------
<S>        <C>           <C>
S1             [**]        [**]
S2             [**]        [**]
S3             [**]        [**]
</TABLE>

     i)   NORTEL NETWORKS will provide first level Product support for the
          system to Customers, including taking the initial call, opening the
          Customer Service Request ("SR"), "owning" the SR to resolution, and
          closing the SR with the Customer.

9.3  During the Term, AIRVANA shall make available reasonable amounts of
     additional technical assistance outside the scope of that set forth in
     Clause 9.2 above to NORTEL NETWORKS as reasonably requested by NORTEL
     NETWORKS in accordance with Clause 9.4. Except as set forth in Clause 9.2
     above and except for technical assistance provided under the Statement of
     Work for the 1xEV-DO Project, AIRVANA shall charge NORTEL NETWORKS for such
     technical assistance at its then current rates for providing such technical
     assistance and NORTEL NETWORKS shall pay such rates, plus any reasonable
     out-of-pocket expenses incurred by AIRVANA for travel and lodging in
     accordance with Clause 9.4. All invoices for such charges shall reference
     the applicable NORTEL NETWORKS' Order therefor. AIRVANA's current rates for
     technical assistance as of the Effective Date are as set forth in Appendix
     A. AIRVANA's rates for technical assistance may be increased from time to
     time upon mutual agreement by the parties; provided, however, that such
     rates may be increased annually by AIRVANA without further agreement by
     [**]. AIRVANA shall invoice NORTEL NETWORKS at the end of each month.
     NORTEL NETWORKS reserves the right to approve all expenses in advance of
     any expenditure as a precondition of payment for such expenses.

9.4  Such additional technical assistance as may be available shall be scheduled
     by AIRVANA to serve the reasonable needs of NORTEL NETWORKS, but not so as
     to unduly inconvenience AIRVANA, except in the case where a Customer is
     experiencing a cell or system outage as a result of the failure of any base
     transceiver station, access network controller or subassembly thereof. In
     such case, should NORTEL NETWORKS reasonably believe that NORTEL NETWORKS
     is unable to correct such failure without the assistance of AIRVANA, then
     AIRVANA shall use its Reasonable Efforts to provide, at NORTEL NETWORKS'
     request (and expense, as required under the term and conditions of this
     Agreement), immediate and continuous technical assistance until NORTEL
     NETWORKS ceases to provide equivalent technical assistance (based upon
     severity classifications) to the Customer, or until the Customer's outage
     is corrected, whichever occurs first.

9.5  AIRVANA will reasonably provide NORTEL NETWORKS with technical support to
     assist NORTEL NETWORKS in providing bids to its Customers or potential
     customers, as may be mutually agreed.

10.  INTENTIONALLY OMITTED


                                       14

<PAGE>

11.    REPORTS

11.1 AIRVANA shall submit to NORTEL NETWORKS a [**] report showing the Orders
     and Releases issued and Products delivered during the immediately preceding
     [**], the status of the undelivered portion of any Order or Release and any
     other similar information as may reasonably be requested by NORTEL NETWORKS
     from time to time.

11.2 AIRVANA shall submit to NORTEL NETWORKS a [**] report, in a format to be
     agreed upon by the parties, showing all Products ordered by and delivered
     from NORTEL NETWORKS during the immediately preceding [**].

11.3 AIRVANA shall also submit the following reports as described below:

     a)   A preliminary root cause analysis report, in writing, will be provided
          by AIRVANA to NORTEL NETWORKS within [**] business days after routing
          an S1 Emergency SR to the AIRVANA technical support group.

     b)   A final root cause analysis report, in writing, will be provided by
          AIRVANA to NORTEL NETWORKS within [**] weeks after routing an S1
          Emergency CSR to the AIRVANA technical support group.

     c)   A written status report will be provided by AIRVANA to NORTEL within
          [**] weeks after routing any SR that is not an S1 Emergency to the
          AIRVANA technical support group.

     d)   A [**] status report will be provided by AIRVANA to NORTEL NETWORKS
          for all open SR's routed to AIRVANA for technical support.

     A [**] meeting will take place between NORTEL NETWORKS and AIRVANA to
     review all the open issues related to the problems identified in any of the
     above reports. Such [**] meetings will begin after a mutually agreed date.

11.4 Although NORTEL NETWORKS' Global Returns Organization will be the primary
     contact, problems that have been determined to be application faults will
     be escalated to AIRVANA with the expectations that AIRVANA will adhere to
     the definitions of the Service Priority Classifications as outlined in
     Clause 9.2 of this Agreement.

12.  TERM, TERMINATION AND CONTINUING RIGHTS

12.1 This Agreement shall become effective on the Effective Date and, subject to
     the earlier termination in accordance with the provisions of this Section
     12, shall remain in effect for an initial period of four (4) years, and
     will be automatically renewed for successive twelve (12) month period(s)
     unless one party gives to the other party a notice to the effect that this
     Agreement will not be renewed, all such period(s) being referred to herein
     as "TERM".

12.2 In addition to any other right which NORTEL NETWORKS may have under this
     Agreement or under the law, NORTEL NETWORKS may, immediately upon notice,
     terminate this Agreement and any Nortel Networks Company may cancel any
     Order or Release for its convenience (subject to the cancellation procedure
     for Orders and Releases which is described in Clause 5.13 above). In the
     event NORTEL NETWORKS terminates for convenience, NORTEL NETWORKS agrees to
     reimburse AIRVANA the following amounts, based upon the effective date of
     such termination for convenience in relation to Product development and
     general availability activities:

     a)   One Million U.S. Dollars ($1,000,000.00 U.S.) if NORTEL NETWORKS
          terminates for convenience effective on a date occurring after the
          date of execution of this Agreement, together with any separate
          Statement of Work for the 1xEV-DO DOM Product project, but prior to
          the date of AIRVANA's delivery of 1x EV DO DOM 1W hardware;

     b)   Two Million U.S. Dollars ($2,000,000.00 U.S.) if NORTEL NETWORKS
          terminates for


                                       15
<PAGE>

          convenience effective on a date occurring after the date of 1xEV-DO
          DOM 1W hardware delivery but prior to the date of 0D hardware
          delivery; or

     c)   Three Million U.S. Dollars ($3,000,000.00 U.S.) if NORTEL NETWORKS
          terminates for convenience effective on a date occurring after the
          date of 0D hardware delivery, but prior to NORTEL NETWORKS' fulfilling
          its commitments to purchase certain quantities of Products as set
          forth in Clause 5.4 hereof.

     Further, if the 1xEV-DO Productization Date has not occurred by February
     28, 2003, or such later date as may be mutually agreed upon by the parties,
     NORTEL NETWORKS shall terminate this Agreement and pay AIRVANA the amount
     of Three Million U.S. Dollars ($3,000,000.00 U.S.).

     In addition to any other right which NORTEL NETWORKS may have under this
     Agreement or under the law, NORTEL NETWORKS may, upon the occurrence of 1)
     1xEV-DO Productization Date by February 28, 2003 and 2) either a) NORTEL
     NETWORKS' fulfillment of its commitment to purchase certain quantities of
     Products as set forth in Clause 5.4 hereof or b) NORTEL NETWORKS payment to
     AIRVANA of the charge set forth in Clause 5.4 if it does not purchase
     certain quantities of Products as set forth therein, terminate this
     Agreement for its convenience upon ninety (90) days prior written notice.

12.3 Notwithstanding anything contained in this Agreement to the contrary, and
     in addition to NORTEL NETWORKS' rights under Clause 12.1 above, NORTEL
     NETWORKS shall have the right to terminate this Agreement without charge,
     including without payment of any of the termination charges set forth in
     Clause 12.2 above, in the event that the following material breaches occur
     during the development activities described in the applicable Statement of
     Work for the 1xEV-DO project:

     (a)  AIRVANA does not deliver to NORTEL NETWORKS Release 2.0 of the
          Software on or before April 30, 2002 or such later date as may be
          mutually agreed by the parties in accordance with the Statement of
          Work;

     (b)  AIRVANA does not deliver to NORTEL NETWORKS Release 3.0 of the
          Software on or before October 31, 2002 or such later date as may be
          mutually agreed by the parties in accordance with the Statement of
          Work; or

     (c)  AIRVANA's Release 2.0 or 3.0 of the Software (as used with the 0D
          hardware deliverable) is found to be in "Substantial Nonperformance"
          in accordance with Clause 13.2 below and the parties execute but are
          not successful in completion of a recovery plan as set forth in
          Clauses 13.2 and 13.3 within the mutually agreed time period, as may
          be extended by the parties upon mutual agreement.

12.4 In addition to any other right which NORTEL NETWORKS may have under this
     Agreement or under the law, NORTEL NETWORKS may, on notice but only after
     the Statement of Work for the 1xEV-DO is successfully completed and the
     development work accepted by NORTEL NETWORKS, terminate this Agreement and
     NORTEL NETWORKS may cancel any Order or Release, without charge, if AIRVANA
     breaches any material term of this Agreement, or of an Order or Release
     with respect to the delivery or performance of production units of Products
     or Software, and such breach is not corrected within [**] days of the date
     of a NORTEL NETWORKS' notice of the breach.

12.5 If AIRVANA shall be declared insolvent or bankrupt, or if any assignment of
     its property shall be made for the benefit of creditors or otherwise, or if
     its interest herein shall be levied upon under execution by virtue of an
     order of any court, or if a petition is filed in any court and not
     dismissed in ninety (90) days to declare AIRVANA bankrupt, or if a trustee
     in bankruptcy or similar officer be appointed for AIRVANA, then NORTEL
     NETWORKS may, at its option, terminate, without charge, all its outstanding
     Orders and Releases and shall thereupon be free from all liability and
     obligations thereunder. The ability of each Nortel Networks Company to
     terminate in such instances shall be subject to the applicable bankruptcy
     and insolvency statutes.

12.6 If NORTEL NETWORKS shall be declared insolvent or bankrupt, or if any
     assignment of its property shall be made for the benefit of creditors or
     otherwise, or if its interest herein shall be levied upon under execution
     by virtue of an order of any court, or if a petition is filed in any court
     and not dismissed in ninety (90) days to


                                       16

<PAGE>

     declare NORTEL NETWORKS bankrupt, or if a trustee in bankruptcy or similar
     officer be appointed for NORTEL NETWORKS, then AIRVANA may, at its option,
     terminate, without charge, all its outstanding Orders and Releases and
     shall thereupon be free from all liability and obligations thereunder. The
     ability of AIRVANA to terminate in such instances shall be subject to the
     applicable bankruptcy and insolvency statutes.

12.7 If a dispute arises under this Agreement, and after a reasonable period of
     time during which AIRVANA and the Nortel Networks Company involved have
     undertaken good faith efforts to resolve the dispute, including without
     limitation use of the management escalation process set forth in Clause
     28.1, each of NORTEL NETWORKS and AIRVANA shall have the right to have a
     mutually acceptable third party mediate the dispute.

12.8 NORTEL NETWORKS shall also retain the right to terminate this Agreement
     without penalty (or liquidated damages as described in Clause 12.3) as set
     forth in Section 19.

12.9 Notwithstanding any termination or expiry of this Agreement, the provisions
     of Sections 1 (Definitions), 7 (regarding prices and payments), 8
     (Warranty), 9 (regarding continuing availability of technical support and
     assistance), 12 (Term, Termination and Continuing Rights), 15 (Confidential
     Information), 18 (Insurance), 22 (Intellectual Property Rights), 23
     (Intellectual Property Right Infringement Indemnification), 24 (General and
     Product Liability Indemnification), 25 (Hazardous Materials), 26 (Y2K
     Compliance Warranty), 28 (regarding governing law), 29 (General Licenses),
     30 (Software License Rights), 34 (Consequential Damages and Limitation of
     Liability), Appendix C, Sections 7, 8 and 11 (regarding Class A Changes),
     and all consequent rights, obligations and liabilities, shall survive the
     termination or expiry of this Agreement.

12.10 For greater clarity and not intended as a limitation, termination of the
     Agreement for any reason shall not affect the validity of the Software
     Licenses for Products granted by AIRVANA to NORTEL NETWORKS under this
     Agreement prior to the date of termination.

13.  DEVELOPMENT TERMS AND HARDWARE AND SOFTWARE DELIVERABLES

13.1 NORTEL NETWORKS shall have the right to request AIRVANA to customize any
     Product or Product Documentation and AIRVANA, may upon NORTEL NETWORKS'
     request undertake to so customize any such Product or Product
     Documentation, provided that NORTEL NETWORKS and AIRVANA agree upon terms
     applicable to such customization. Customization requirements, if any, shall
     be incorporated in the Specifications and the sale and purchase of any
     customized or Product Documentation shall be in accordance with the terms
     and conditions of this Agreement and Appendices hereto. Unless otherwise
     agreed by the parties in writing, AIRVANA shall use Specifications for such
     customized Products only for the purposes of manufacturing for and selling
     such customized Products to NORTEL NETWORKS. At the time any customized
     Product or Product Documentation is incorporated in this Agreement,
     Appendices A and B shall be amended to add thereto the Prices and other
     Product-specific terms applicable to such customized Product or Product
     Documentation. If requested by NORTEL NETWORKS, the Products will
     incorporate NORTEL NETWORKS' branding requirements, in accordance with the
     Specifications. The terms and conditions agreed upon by the parties for
     development work and any customization of Products or Product Documentation
     by AIRVANA shall be as set forth in Appendix D. If there is any
     inconsistency between the terms set forth in Appendix D and the terms of
     any other Section or Appendix of this Agreement, the terms of Appendix D
     shall prevail. If there should be any inconsistency between the terms set
     forth in a Statement of Work, including the first Statement of Work which
     is either set forth as part of Appendix E hereto or separately executed
     hereunder, and the terms of Appendix D, the terms of Appendix D shall
     prevail.


                                       17

<PAGE>

13.2 In addition to any other remedies for non-performance of other milestones
     as may be set forth in Appendix D or in the Statement of Work for the
     1xEV-DO Project, the following shall be the particular remedies for
     "Substantial Nonperformance" of the Statement of Work for the 1xEV-DO
     Project:

     (a) Once AIRVANA delivers Release 2.0 of the Software deliverable with the
     0D hardware deliverable under such Statement of Work, NORTEL NETWORKS may,
     at any time within [**] days after NORTEL NETWORKS received such
     deliverable, determine that such deliverable is in a state of "Substantial
     Nonperformance". If NORTEL NETWORKS determines that Release 2.0 of the
     Software deliverable (with the 0D hardware deliverable) is in a state of
     Substantial Nonperformance, NORTEL NETWORKS shall deliver a written notice
     to AIRVANA of such finding. AIRVANA shall have [**] days after receiving
     such written notice from NORTEL NETWORKS to (i) remedy the deficiencies in
     the Release 2.0 Software deliverable (with the 0D hardware deliverable) so
     that it is no longer in Substantial Nonperformance or (ii) mutually agree
     with NORTEL NETWORKS upon a recovery plan to eliminate such Substantial
     Nonperformance to be completed in a mutually agreed timeframe which shall
     be no longer than [**] days.

     (b) If NORTEL NETWORKS (x) does not deliver a written notice of a finding
     of Substantial Nonperformance with respect to Release 2.0 of the Software
     AND (y) does not proceed with verification office testing of such Release
     2.0 at one of its Customer's locations, then once AIRVANA delivers Release
     3.0 of the Software deliverable with the 0D hardware deliverable under such
     Statement of Work, NORTEL NETWORKS may (in addition to the right it had in
     Clause 13.2(a) above but did not exercise), at any time within [**] days
     after NORTEL NETWORKS received such deliverable, determine that such
     deliverable is in a state of "Substantial Nonperformance". If NORTEL
     NETWORKS determines that Release 3.0 of the Software deliverable (with the
     0D hardware deliverable) is in a state of Substantial Nonperformance,
     NORTEL NETWORKS shall deliver a written notice to AIRVANA of such finding.
     AIRVANA shall have [**] days after receiving such written notice from
     NORTEL NETWORKS to (i) remedy the deficiencies in the Release 3.0 Software
     deliverable (with the 0D hardware deliverable) so that it is no longer in
     Substantial Nonperformance or (ii) mutually agreed with NORTEL NETWORKS
     upon a recovery plan to eliminate such Substantial Nonperformance to be
     completed in a mutually agreed timeframe which shall be no longer than [**]
     days.

     For the purposes of this Agreement with respect to the 1xEV-DO Project,
     "Substantial Nonperformance" shall mean that the applicable Release of the
     Software deliverable (with the 0D hardware deliverable) delivered by
     AIRVANA has critical flaws that prevent NORTEL NETWORKS from proceeding
     with verification office testing at one of its Customer's locations.

13.3 The recovery plan set forth in Clause 13.2(b) above may include NORTEL
     NETWORKS having the right to provide research, development, and/or design
     assistance to help AIRVANA resolve such state of Substantial Nonperformance
     and, in such event, AIRVANA shall provide NORTEL NETWORKS with access to
     all required AIRVANA design details and other information that may be
     necessary to resolve such Substantial Nonperformance.

13.4 In the event that such research, development and/or design assistance by
     NORTEL NETWORKS is rendered as part of the recovery plan, AIRVANA shall
     reimburse NORTEL NETWORKS for [**] percent ([**]%) of NORTEL NETWORKS'
     costs incurred as a result of its provision of such assistance related to
     resolving such Substantial Nonperformance issues, including without
     limitation, labor, materials, travel and living expenses, but only to the
     extent that such costs were approved in advance and in writing by AIRVANA,
     either as part of the recovery plan or otherwise. NORTEL NETWORKS will
     receive such reimbursement in the form of a dollar value credit that NORTEL
     NETWORKS may use for the purchase of Products or licensing of Software
     thereafter, to be credited by AIRVANA as a mutually agreed amount per
     Product (or Software license) purchased by NORTEL NETWORKS thereafter until
     such credit is consumed.

13.5 Any intellectual property developed in the course of the performance by the
     parties of the recovery plan set forth in Clause 13.3 above shall be become
     the property of the appropriate party in accordance with Section 22 hereof.


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<PAGE>

14.  TRAINING AND PRODUCT DOCUMENTATION

14.1 For Product Documentation supplied during the Term, NORTEL NETWORKS shall
     have the right to, or, request AIRVANA, at NORTEL NETWORKS' expense, to
     reformat and package such Product Documentation, make copies thereof,
     modify as necessary and distribute such copies to its Customers. For the
     1xEV-DO solution, AIRVANA shall provide the Product Documentation to NORTEL
     NETWORKS as set forth in the applicable Statement of Work.

14.2 AIRVANA shall promptly deliver to NORTEL NETWORKS interim draft copies of
     the Product Documentation as soon as reasonably available and in accordance
     with the deliverable schedule as detailed in Statement of Work for the
     1xEV-DO Project.

14.3 Operating Manuals. AIRVANA agrees to provide reasonable assistance and
     cooperation to NORTEL NETWORKS with respect to preparation and provision of
     any portion of any NORTEL NETWORKS' product operating manuals to the extent
     they relate to any portion of the NORTEL NETWORKS system provided by
     AIRVANA in the form of Products or Services.

14.4 Maintenance and Instruction Manuals. AIRVANA agrees to provide reasonable
     assistance and cooperation to NORTEL NETWORKS with respect to preparation
     and provision of any portion of any maintenance and instruction manuals to
     the extent they relate to any portion of the NORTEL NETWORKS system
     provided by AIRVANA in the form of Products.

14.5 Standards for Manuals. To the extent applicable to any information provided
     by AIRVANA for incorporation into manuals by NORTEL NETWORKS, AIRVANA will
     comply with any applicable NORTEL NETWORKS' standards.

14.6 Training. Any training required by NORTEL NETWORKS or its contractors shall
     be agreed upon by the parties in the applicable Statement of Work for
     particular development projects or Order placed for particular training,
     subject in each case to the training credits allowed to NORTEL NETWORKS by
     AIRVANA in accordance with Appendix A.

14.7 Manuals Related to Training. To the extent applicable to any training and
     Product Documentation provided by AIRVANA to NORTEL NETWORKS, AIRVANA will
     update such material at no charge for errors and omissions. All other
     requests to update training or Product Documentation will be upon request
     on a per quote basis and at NORTEL NETWORKS' expense.

15.  CONFIDENTIAL INFORMATION

15.1 The parties may disclose to each other certain business, marketing,
     technical, or other information of any party which, at the time of
     disclosure, is designated as confidential (or like designation), is
     disclosed in circumstances of confidence, or would be understood by the
     parties, exercising reasonable business judgment, to be confidential
     information ("Confidential Information") and each party recognizes the
     value and importance of the protection of the other's Confidential
     Information. All Confidential Information owned or controlled by one party
     and disclosed to the other party shall remain solely the property and a
     trade secret of the disclosing party, and its confidentiality shall be
     maintained and protected by the other party with the same degree of care
     used to protect its own proprietary and confidential information of a
     similar nature, but no less than reasonable care, to prevent the
     unauthorized use, dissemination or publication of the Confidential
     Information. Except to the extent required or expressly permitted by this
     Agreement, both parties agree not to duplicate or use in any manner the
     other's Confidential Information or to disclose it to any of their
     employees and/or contractors, or in NORTEL NETWORKS' case, any Customers,
     not having a need to know for the purposes of this Agreement (or in the
     case of a Customer, for the purposes of any agreement between


                                       19

<PAGE>

     NORTEL NETWORKS and such Customer). The receiving party's employees and/or
     contractors, and in NORTEL NETWORKS' case, any Customers, having a need to
     know the Confidential Information for the purpose of this Agreement (or in
     the case of a Customer, for the purposes of any agreement between NORTEL
     NETWORKS and such Customer) may receive disclosure of the Confidential
     Information provided such employees, contractors, and/or, in NORTEL
     NETWORKS' case, any such Customers, are bound by confidentiality
     obligations substantially similar to those set forth in this Section 15.
     The confidentiality provisions contained herein shall survive the
     expiration or termination of this Agreement for a period of [**] years.

15.2 Confidential Information shall not include information which: a) now is, or
     hereafter becomes, available to the public through no act or omission of
     the receiving party; b) is documented as being known by the receiving party
     prior to its disclosure by the other party; c) is independently developed
     by the receiving party without recourse to any Confidential Information
     received under this Agreement and is so documented; d) is lawfully obtained
     by the receiving party without restriction from a third party or parties
     without such third party or parties' breach of confidentiality obligations
     to the disclosing party or is disclosed hereafter to the receiving party by
     a third party who did not acquire the information directly or indirectly
     from the disclosing party; or e) is disclosed in response to a valid order
     of a court or other governmental body or any political subdivision thereof,
     but only to the extent and for the purpose of such order and only if the
     receiving party, to the extent possible, first notifies the disclosing
     party, of such order and permits and reasonably assists it in seeking an
     appropriate protective order.

15.3 Except for exclusive Products and/or Software as set forth in Appendix A
     with respect to AIRVANA, nothing in this Agreement shall be interpreted or
     construed to limit either party's right to perform or to continue to
     perform its own independent research, development, manufacturing or
     marketing of any type of Products or systems, even if such research,
     development, manufacturing or marketing pertains to technology or products
     similar to the Products or systems, but provided the independent activity
     is without benefit of the other party's Confidential Information.

15.4 Only with NORTEL NETWORKS' prior written consent, such consent not to be
     unreasonably withheld, may AIRVANA (a) advertise or publish information
     concerning this Agreement or a P.O. or (b) use the name or trademark
     (subject to compliance with NORTEL NETWORKS' guidelines with respect to use
     of its trademarks) of NORTEL NETWORKS with respect to any advertising,
     promotion, publicity, or representation that AIRVANA may make in connection
     with AIRVANA's business, services, or product lines. NORTEL NETWORKS'
     consent to such advertisement, publication or use ("Information Release")
     will not be withheld, if AIRVANA's legal counsel provides NORTEL NETWORKS
     with a written opinion that AIRVANA is required by law to make an
     Information Release. AIRVANA and NORTEL NETWORKS will cooperate to create
     the language of any Information Release permitted under this Agreement.

15.5 NORTEL NETWORKS shall not in any advertising, sales promotion materials,
     press releases or any other publicity matters use the name "AIRVANA" or any
     variation thereof, or language from which the connection of said names may
     be implied, without AIRVANA's prior written approval.

15.6 Notwithstanding any provision contained herein, (a) NORTEL NETWORKS shall
     retain all right, title and interest in and to that part of the
     Specifications and Product Documentation (including NORTEL NETWORKS'
     Confidential Information) solely created by NORTEL NETWORKS, if any,
     without use of any AIRVANA Background IPR, the NORTEL NETWORKS' corporate
     name, trademarks, logos, color and part number (as referred to or described
     in the Specifications) and all trademarks, copyrights, trade secrets and
     other proprietary rights related thereto; and (b) AIRVANA shall retain all
     right, title and interest in and to that part of the Specifications and
     Product Documentation (including AIRVANA's Confidential Information) solely
     created by AIRVANA, if any, without use of any NORTEL NETWORKS' Background
     IPR, AIRVANA's corporate name, trademarks, logos, color and part number (as
     referred to or described in the Specifications) and all trademarks,
     copyrights, trade secrets and other proprietary rights related thereto.

15.7 The parties acknowledge and agree that a breach of this Agreement may
     result in irreparable and continuing harm to the disclosing party for which
     there may be no adequate remedy at law. In the event of a breach or a
     threatened or intended breach of this Agreement by the receiving party, the
     receiving party hereby consents to the granting of, and the disclosing
     party shall be entitled to seek, preliminary injunctions unilaterally
     without


                                       20

<PAGE>

     notice, and final injunctions with notice, enjoining and restraining such
     breach, or threatened or intended breach, and to such other rights and
     remedies as are available at law or in equity to the disclosing party
     except as expressly set forth herein.

16.  EXCLUSIVITY AND COOPERATION

16.1 AIRVANA shall, at NORTEL NETWORKS' request, enter into good faith
     negotiations on the terms and conditions of future development terms for
     future development projects if to be different than as set forth in Section
     13 above and/or Appendix D.

16.2 Nothing in this Agreement shall limit or restrict, or be construed to limit
     or restrict, in any way AIRVANA's right to grant rights to any third party
     to use any or all of AIRVANA's intellectual property rights, including but
     not limited to the intellectual property rights licensed to NORTEL NETWORKS
     under this Agreement, except to the extent as may be expressly agreed upon
     in the terms and conditions negotiated for future development projects as
     described in Clause 16.1 above.

16.3 In addition to the supply of technical information hereunder, within a
     reasonable time prior to the commercialization of any Product by AIRVANA,
     at NORTEL NETWORKS' written request and assuming availability of such
     information by AIRVANA, AIRVANA shall provide reasonable amounts of
     information and/or documentation to NORTEL NETWORKS to permit NORTEL
     NETWORKS to undertake appropriate marketing and manufacturing planning
     activities.

17.  MARKETING, DISTRIBUTION AND LICENSE RIGHTS

17.1 Intentionally Omitted.

17.2 At NORTEL NETWORKS' reasonable request and given reasonable advance notice,
     AIRVANA may, at AIRVANA's option, demonstrate the operation of the Products
     to prospective Customers and otherwise reasonably assist NORTEL NETWORKS in
     the marketing effort during visits by such prospective Customers. The
     demonstration may include the use of NORTEL NETWORKS' furnished marketing
     materials in addition to any of AIRVANA 's own marketing materials. The
     identity and specific Product requirements of prospective Customers is
     Confidential Information.

17.3 At NORTEL NETWORKS' reasonable request and given reasonable advance notice,
     AIRVANA may, at AIRVANA's option, participate in trade shows, user
     conferences, and other significant events at which the Products are to be
     exhibited, demonstrated, or otherwise involved.

17.4 At NORTEL NETWORKS' reasonable request and expense and given reasonable
     advance notice, AIRVANA may provide pre-sales support, including seminars,
     courses, presentations and consultations relative to NORTEL NETWORKS'
     marketing activity at fees to be negotiated by the parties on a case by
     case basis.

17.5 NORTEL NETWORKS shall have the right to use, integrate, market, distribute,
     lease, hire, sell (including installation), resell and maintain or have
     maintained the Hardware as set forth in Section 29 and, in the case of
     Software, to license the use thereof in accordance with the Software
     License granted under Section 30, as Products manufactured by or for NORTEL
     NETWORKS under its own trademark, label or designation, with or without, at
     NORTEL NETWORKS' discretion, any reference to AIRVANA or its trademarks.


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<PAGE>

18.  INSURANCE

18.1 Upon the Effective Date but no later than 10 days following the execution
     of this Agreement, during the Term for a period of two (2) years
     thereafter, AIRVANA shall have in place the insurance coverage set forth in
     the Clauses below:

     (a)  A comprehensive general liability insurance policy that (i) includes
          third party liability coverage, protecting NORTEL NETWORKS from
          property damage or personal injury caused by AIRVANA, (ii) has a
          minimum combined single limit of Five Million U.S. Dollars
          ($5,000,000.00), (iii) provides worldwide coverage, and (iv) indicates
          on its face that it is primary insurance;

     (b)  Professional liability/errors and omissions insurance with limits of
          not less than Five Million U.S. Dollars ($5,000,000.00 U.S.);

     (c)  Employer's liability insurance with a minimum liability limit of One
          Million U.S. Dollars ($1,000,000.00);

     (d)  Workers' compensation, with the statutory requirement for coverage.
          When performing Services in the United States, AIRVANA must carry
          statutory workers' compensation coverage whether or not state law
          allows AIRVANA to elect not to carry coverage.

18.2 The comprehensive general liability and employer's liability policies will
     name NORTEL NETWORKS (including Subsidiaries and Affiliates) as additional
     insured parties. AIRVANA's policies shall not be cancelled or materially
     changed without at least thirty (30) days advance written notice to NORTEL
     NETWORKS.

18.3 Within ten (10) days after the date of execution of this Agreement, AIRVANA
     will furnish NORTEL NETWORKS with a certificate of insurance and evidence
     of the required, paid-up coverage described in Clause 18.1 above. The
     insurance policies will be in addition to AIRVANA's indemnity obligations
     under Sections 23 and 24 hereof.

18.4 NORTEL NETWORKS may request AIRVANA to increase its coverage, if NORTEL
     NETWORKS reasonably believes that AIRVANA's coverage is inadequate, and the
     parties will in good faith discuss that request.

19.  ASSIGNMENT AND CHANGE OF OWNERSHIP

19.1 Neither party shall assign or otherwise transfer all or any part of this
     Agreement or any rights or payments to be made hereunder, or any interest
     herein, without the prior written consent of the other party, except that
     upon written notice to the other party, either party may sell, transfer, or
     assign any of its rights or obligations hereunder to any entity that
     directly or indirectly owns at least [**] percent ([**]%) of the voting
     securities or may exercise [**] percent ([**]%) of the voting power of that
     party (the "parent entity") or which is owned or controlled directly or
     indirectly by that party or its parent entity, provided that any such
     assignment shall not relieve the assigning party from liability under this
     Agreement for liability arising out of such assignee's failure to comply
     with the terms and conditions of this Agreement. A change of control of a
     party, whether through the sale of shares or otherwise, shall be deemed to
     be an assignment for this purposes of this Agreement. Either party may also
     assign any of its rights or obligations hereunder without prior consent of
     the other party to a person or entity which is the successor to its
     business by reason of merger, consolidation, the sale of all or
     substantially of its business and assets to which this Agreement relates or
     otherwise.

19.2 In addition to the parties' rights and obligations regarding assignment as
     set forth in Clause 19.1, in the event that a third party acquires [**]
     percent ([**]%) or more of the outstanding voting securities of AIRVANA,
     AIRVANA shall promptly notify NORTEL NETWORKS of such change in the
     ownership of AIRVANA's securities. If such acquirer is a Direct Competitor
     (as defined in Clause 32.4), NORTEL NETWORKS shall, in such event, retain
     the right to terminate this Agreement (without penalty or liquidated
     damages as described in Clause 12.3) upon thirty (30) days advance notice.


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20.  LEGAL AND REGULATORY COMPLIANCE

20.1 At no additional charge to NORTEL NETWORKS, AIRVANA represents and warrants
     that it complies with and shall continue to comply with and has obtained
     and will continue to maintain in effect all governmental licenses and
     permits required by, and Products shall be in conformance with, all
     applicable laws and governmental orders and regulations in effect in the
     United States and Canada or any other country mutually agreed to by AIRVANA
     and NORTEL NETWORKS.

20.2 With respect to any Products, including but not limited to commercial radio
     or other commercial RF equipment provided by AIRVANA hereunder, AIRVANA
     represents and warrants that all such Products and/or equipment has or will
     have received all necessary type approval from the Canadian Department of
     Communications ("DOC"), the U.S. Federal Communications Commission ("FCC")
     and the equivalent governmental authority in any other jurisdiction
     mutually agreed upon between NORTEL NETWORKS and AIRVANA. In the event any
     such Products and/or equipment has not received any necessary type
     approval, AIRVANA shall not deliver any such Products and/or equipment
     until type approval has been obtained and AIRVANA shall indemnify NORTEL
     NETWORKS against any damages or penalties caused by reason of installation
     or operation of the Products and/or equipment in the applicable country up
     to the limitations set forth in Section 34 hereof.

21.  PROPERTY FURNISHED BY NORTEL NETWORKS AND OWNERSHIP

21.1 All property furnished by NORTEL NETWORKS in connection with this
     Agreement, with or without charge to AIRVANA, including without limitation
     that hardware and/or equipment set forth in any Statement of Work,
     including the first Statement of Work which is either attached as Appendix
     E or executed separately hereunder, is and shall remain the property NORTEL
     NETWORKS. All NORTEL NETWORKS property and, whenever applicable, each
     individual item thereof, shall be plainly marked and otherwise adequately
     identified by AIRVANA as "Property of NORTEL NETWORKS" and shall, at
     AIRVANA's expense, be safely stored, properly maintained, and kept free of
     all liens, claims, encumbrances and interest of third parties. Prior to
     locating NORTEL NETWORKS property on leased premises, AIRVANA shall cause
     the landlord to acknowledge in writing to NORTEL NETWORKS that it shall
     assert no interest in the NORTEL NETWORKS' property and shall not impede
     NORTEL NETWORKS from removing the property from the premises.

21.2 All NORTEL NETWORKS property in AIRVANA's custody or control shall be held
     at AIRVANA's risk and be kept insured by AIRVANA at AIRVANA's expense in an
     amount no less than the replacement cost, with loss payable to the
     supplying NORTEL NETWORKS. AIRVANA shall use such property solely in the
     performance of its obligations hereunder. Upon the expiration or
     termination of this Agreement, or upon the written request of NORTEL
     NETWORKS at any time, AIRVANA shall deliver such property to NORTEL
     NETWORKS in the same condition as originally received by AIRVANA,
     reasonable wear and tear excepted. NORTEL NETWORKS shall have the right, at
     all reasonable times, upon prior request, to enter AIRVANA's premises to
     inspect any and all of NORTEL NETWORKS' property and any property or
     Products manufactured, developed or created with the aid of such property.

21.3 In addition to the above obligations, but specifically with respect to any
     equipment of NORTEL NETWORKS in AIRVANA's possession related to the 1xEV-DO
     Project, AIRVANA shall take all necessary precautions to avoid displaying
     NORTEL NETWORKS' hardware or equipment to any sources, including third
     party visitors to AIRVANA sites, not previously sanctioned in writing
     (including email) by NORTEL NETWORKS. The precautions shall include,
     without limitation, the following: NORTEL NETWORKS' equipment and hardware
     shall not be shipped to any contract manufacturing facilities without the
     prior written consent of NORTEL NETWORKS, including consent regarding the
     specific quantities of any such hardware or equipment that can be shipped
     and the period of time for which such third party may hold such equipment
     and/or hardware, subject to confidentiality obligations of any such third
     party substantially the same as those set forth in Section 15 hereof.


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<PAGE>

22.  INTELLECTUAL PROPERTY RIGHTS

22.1 (a)  Any intellectual property provided to AIRVANA by NORTEL NETWORKS for
          the development of a Product for sale to NORTEL NETWORKS shall remain
          the sole and exclusive property of NORTEL NETWORKS and shall be used
          only for the development and manufacture of Product(s) for sale to
          NORTEL NETWORKS.

     (b)  Unless otherwise mutually agreed in writing, any intellectual property
          developed solely by AIRVANA without the use of NORTEL NETWORKS'
          Background IPR in the course of development of a Product, whether or
          not NORTEL NETWORKS has provided funding, paid for non-recurring
          expense either up front or will pay non-recurring expense in an
          amortized manner, shall remain the sole property of AIRVANA.

     (c)  Any intellectual property developed solely by NORTEL NETWORKS without
          the use of AIRVANA's Background IPR in the course of development of a
          Product with AIRVANA shall be owned exclusively by NORTEL NETWORKS.

22.2 Unless otherwise agreed to in writing, intellectual property used in the
     development of a Product for NORTEL NETWORKS, that is owned by AIRVANA,
     shall remain the sole property of AIRVANA and shall have no restrictions
     placed upon its use.

22.3 Unless otherwise agreed to in writing, both parties and/or their respective
     licensors shall retain all rights, title and interest in and to any
     discoveries, inventions, patent rights, software improvements and the like
     conceived, developed, or conveyed by such party relative to the Products.

22.4 NORTEL NETWORKS may require that the Products be branded under the NORTEL
     NETWORKS name and logo pursuant to NORTEL NETWORKS' branding requirements,
     and AIRVANA shall comply with such requirements in accordance with the
     Specifications.

22.5 Except as otherwise agreed in writing by AIRVANA and NORTEL NETWORKS,
     nothing contained in this Agreement shall be deemed to grant, either
     directly or indirectly or by implication, any right or license under any
     patents, patent applications or other intellectual property of AIRVANA.

22.6 The copyright and all other intellectual property rights in all documents,
     drawings and information supplied by NORTEL NETWORKS in connection with
     this Agreement shall remain vested in NORTEL NETWORKS. Such documents,
     drawings and information shall not be copied, disclosed or used except in
     the performance of AIRVANA's obligations and exercise of its rights
     pursuant to this Agreement or other written agreements between AIRVANA and
     NORTEL NETWORKS without the prior written consent of the NORTEL NETWORKS.

23.  INTELLECTUAL PROPERTY RIGHT INFRINGEMENT INDEMNIFICATION

23.1 AIRVANA shall defend and indemnify NORTEL NETWORKS (including its
     directors, officers, employees and agents) against any and all actions,
     claims, proceedings and attendant costs and expenses and liabilities
     brought against NORTEL NETWORKS (including, without limitation, claims by
     third parties, distributors, Affiliates, end users and contractors against
     NORTEL NETWORKS), and shall hold NORTEL NETWORKS harmless from all
     corresponding damages, liabilities, settlements, costs and expenses
     (including attorney's fees) arising from any claim of infringement,
     anywhere in the world, that the use, copying, licensing, sublicensing, sale
     and/or distribution of any Product delivered hereunder or the exercise of
     any of the rights granted in this Agreement infringes any trade secret,
     trademark, service mark, copyright, patent or other intellectual property
     right (hereinafter "Infringement Claim"). Notwithstanding the foregoing,
     AIRVANA assumes no liability for infringement claims related to (i) the
     combination of Products with other products not provided by AIRVANA, if
     such infringement would have been avoided by the use of such Products
     alone, (ii)


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<PAGE>

     modification of Products other than by AIRVANA or by any other entity under
     AIRVANA's reasonable control, or (iii) failure by NORTEL NETWORKS, its
     employees, and agents after it becomes aware of infringement, to take all
     reasonable actions to prevent or mitigate losses, damages, costs or
     expenses. AIRVANA shall not be obligated to pay any liability, costs or
     expenses until finally adjudicated or settled without right of further
     appeal.

23.2 AIRVANA's obligation to indemnify NORTEL NETWORKS under this Section 23
     shall be subject to NORTEL NETWORKS providing AIRVANA: (i) prompt notice of
     the claim giving rise to the indemnity; (ii) sole control and authority
     regarding the defense and settlement of such claim; and (iii) all
     information and assistance reasonably requested by AIRVANA in connection
     with the defense and/or settlement of such claim. The parties shall
     immediately, on becoming aware, notify the other promptly in writing of any
     infringement or alleged infringement referred to in Clause 23.1.

23.3 In the event of infringement as set forth in Clause 23.1 above, or when
     notified of an action or motion that seeks to restrict the use, copying,
     licensing, sublicensing, sale and/or distribution of any Product delivered
     hereunder or the exercise of any of the rights granted hereunder, AIRVANA
     may (and in the case of a judgment, order or injunction that restricts the
     use, copying, licensing, sublicensing, sale and/or distribution of any
     Product delivered hereunder or the exercise of any of the rights granted
     hereunder, shall), at its own option and expense either:

     (a)  secure the rights, AIRVANA being responsible for the payment of any
          and all royalty fees due or becoming due, allowing NORTEL NETWORKS
          use, copy, license, sublicense sell and/or distribute any Product
          delivered hereunder or exercise any of the rights granted hereunder
          regarding the infringing Products and Services and to exercise NORTEL
          NETWORKS' other rights granted under the Order and as set out in the
          Agreement in respect of the Products and Services; or

     (b)  modify or replace the Products and Services to avoid the claim of
          infringement and any injunction or court order, provided that such
          modification or replacement does not affect materially performance of
          the Products and Services; or

     (c)  if after using all Reasonable Efforts Seller is unable to accomplish
          (a) or (b) above, then AIRVANA shall refund to NORTEL NETWORKS the
          total purchase price paid for the affected Product(s) which NORTEL
          NETWORKS is no longer able to utilize.

23.4 The indemnity obligations set forth in this Section 23 shall survive the
     termination or expiration of this Agreement.

23.5 THE FOREGOING IN THIS SECTION 23 STATES THE SOLE OBLIGATIONS OF AIRVANA AND
     THE SOLE AND EXCLUSIVE REMEDY OF NORTEL NETWORKS FOR ANY ACTUAL OR ALLEGED
     INTELLECTUAL PROPERTY INFRINGEMENT.

24.  GENERAL AND PRODUCT LIABILITY INDEMNIFICATION

24.1 Each party shall indemnify and save harmless as "Indemnitees" the other
     party and its employees, officers and directors from and against any and
     all fines, penalties, losses, costs, damages, injuries, claims, expenses or
     liabilities as a result of injury to, or death of, any person, or damage
     to, or loss or destruction of, any property, arising out of, or resulting
     from, or in connection with, this Agreement or the performance of this
     Agreement and caused by the negligence or wilful misconduct of the
     indemnifying party or a contractor, employee or an agent of the
     indemnifying party (hereinafter individually and collectively
     "Liabilities"). AIRVANA shall indemnify and save harmless NORTEL NETWORKS
     and Customers from and against any and all losses, costs, damages and
     liabilities (including, without limitation, reasonable attorneys' fees) and
     amounts agreed upon in settlement or awarded in connection with any claim,
     suit or proceeding which arises from any injury or death to persons or loss
     of or damage to property and which is caused by a Product (hereinafter
     individually and collectively "Damage Liabilities").

24.2 Intentionally Omitted.


                                       25

<PAGE>

24.3 Upon request of an Indemnitee, the other party shall, at no cost or expense
     to such Indemnitee, defend or settle any suit or other legal proceeding
     asserting a claim for Liabilities and Damage Liabilities, The Indemnitee
     shall as soon as practicable notify the other party of the assertion of any
     such claim of which the Indemnitee is aware and the other party shall (a)
     keep the Indemnitee subject to any such claim fully informed as to the
     progress of such defense, and (b) afford such Indemnitee, each at its own
     expense, an opportunity to participate fully with the other party in the
     defense or settlement of any such claim, but the other party shall have
     sole control of any such settlement or defense. The other party shall pay
     any reasonable costs (excluding attorneys' fees) that may be incurred by
     such Indemnitee in connection with any such claim, proceeding or suit.

25.  HAZARDOUS MATERIALS

25.1 As required by law or government regulation, including the regulations
     promulgated under all applicable laws, rules and regulations of any
     applicable governmental entity including, without limitation, the following
     U.S. laws: The Toxic Substances Control Act, Resource Conservation and
     Recovery Act of 1976, Hazardous Materials Transportation Act, Occupational
     Safety and Health Act of 1970, Comprehensive Environmental Response,
     Compensation and Liability Act of 1980, Consumer Product Safety Act,
     Radiation Control for Health and Safety Act of 1968, Clean Air Act, and
     Clean Water Act; prior to shipment AIRVANA shall supply to NORTEL NETWORKS
     a list of all materials incorporated into a Product which are classified as
     toxic or hazardous, information on the safe handling of each Product and
     any pertinent information concerning any adverse effects on people or the
     environment that may result from use of, exposure to, or disposal of such
     Product. AIRVANA warrants to NORTEL NETWORKS that each Product provided by
     AIRVANA is safe for its normal use.

25.2 Product recalls due to hazardous or toxic material content or quantity will
     be at AIRVANA's expense. NORTEL NETWORKS shall cooperate with AIRVANA to
     facilitate and minimize the expense of any recall or prohibition against
     such use. If a recall occurs, AIRVANA must provide NORTEL NETWORKS with a
     workaround. The workaround must be AIRVANA's (a) removing the offending
     hazardous or toxic material and substituting a non-offending material, or
     (b) removing the prohibited excess of hazardous or toxic material, or (c)
     substituting a functionally equivalent product that does not contain the
     offending hazardous or toxic material. AIRVANA will indemnify NORTEL
     NETWORKS and its Customers for their use, sale or distribution of offending
     Products. AIRVANA shall indemnify NORTEL NETWORKS for any expenses that
     NORTEL NETWORKS may incur by reason of recall or prohibition of use of a
     Product due to or caused by the presence of any hazardous or toxic
     materials.

26.  Y2K COMPLIANCE WARRANTY

     AIRVANA represents and warrants that for so long as NORTEL NETWORKS or any
     end user who is a Customer has any right to use any of the Products, all
     Products provided pursuant to this Agreement, when used in accordance with
     the Product Documentation, shall (i) process properly entered date and time
     related data without causing any processing interruptions, abnormal
     terminations, or changes in performance characteristics, and (ii) shall
     process and manipulate all date and time related functions correctly.
     Without limiting the generality of the foregoing, all Products shall:

     (a)  correctly handle properly entered date and time related data before,
          during and after January 1, 2000, including but not limited to
          accepting date and time input, providing date output, and performing
          ongoing operations on dates and portions of dates including, but not
          limited to, calculating, comparing and sequencing of dates and times
          (in both forward and backward operations spanning century boundaries);

     (b)  correctly handle leap year calculations (including but not limited to
          identification of leap years, interval calculations, (in both forward
          and backward operations spanning century boundaries), day-in-year
          calculations, day-of-the-week calculations, and week-of-the-year
          calculations);

     (c)  correctly handle all two and four digit date and time related input in
          a manner that resolves ambiguity as to century in a disclosed, defined
          and predetermined manner; and


                                       26

<PAGE>

     (d)  correctly store, retrieve and provide output of all date and time data
          in a manner that is unambiguous as to century.

27.  FORCE MAJEURE

     If the performance of this Agreement is interfered with by reason of any
     circumstance beyond the reasonable control of the party affected as a
     result of an act of God, then the party affected shall be excused from such
     performance on a day-for-day basis to the extent of such interference (and
     the other party shall likewise be excused from performance on a day-for-day
     basis to the extent such party's obligations relate to the performance so
     interfered with); provided that the party so affected shall use Reasonable
     Efforts to remove such causes of non-performance; provided, further, that
     if any such interference extends for more than [**] days, NORTEL NETWORKS
     shall have the right, without charge, to cancel any Order or Release
     affected by such interference. Events of force majeure shall in no event
     include any act or event that would have been prevented, or the effects of
     which would have been substantially mitigated, by implementation of a
     Business Continuity Plan by AIRVANA as required under Section 33, unless
     AIRVANA demonstrates that it has made a good faith effort to implement such
     a plan.

28.  MANAGEMENT ESCALATION, DISPUTE RESOLUTION AND GOVERNING LAW

28.1 In the event that a controversy, claim or dispute ( "Dispute") arises
     relating to this Agreement, NORTEL NETWORKS and AIRVANA shall use their
     Reasonable Efforts to resolve such Dispute as follows:

     (a)  The party which considers that a Dispute exists shall provide to the
          other party written notice of same setting out the particulars.

     (b)  The Dispute will follow the escalation procedure as stated below. A
          [**] day period, beginning on the date that the notice of Dispute is
          first received, shall be allowed for each of the three levels of
          escalation:

          (i)  First Level    Director

          (ii) Second Level   Vice President

          (iii) Third Level   Group Vice President (NORTEL NETWORKS) / CEO
                              (AIRVANA)

28.2 An attempt to arrive at a settlement shall be deemed to have failed only if
     after such [**] day resolution period, one of the parties notifies the
     other party in writing of such failure, after which either party shall have
     the right to refer the Dispute to the process for actions or proceedings
     set forth in Clause 28.3 below.

28.3 In the event the parties are unable to amicably settle disputes between
     them, and unless the parties mutually elect to pursue an alternative
     dispute procedure, whether binding or non-binding, all actions or
     proceedings to enforce, or which arise in connection with or relate to,
     this Agreement, any of the agreements in the form of the Appendices hereto
     or any of the transactions contemplated hereby or thereby shall be brought
     and litigated in the State of New York, unless such actions or proceedings
     are required to be brought in another court to obtain subject matter
     jurisdiction over the matter in controversy. In any such actions or
     proceedings, service of process may be made upon the other party hereto by
     registered or certified mail, return receipt requested, to its address
     indicated herein, which service shall be deemed effective ten (10) days
     after mailing. Each of the parties hereto (i) consents to the jurisdiction
     of such court or courts and to service of process by registered or
     certified mail, as provided above, or by any other manner provided by the
     laws of the State of New York and the rules of such courts and (ii) waives
     any right it may have to assert the doctrine of "forum non conveniens", to
     assert that it is not subject to the jurisdiction of such courts or to
     object to venue to the extent any action or proceeding is brought in
     accordance with this Clause.

28.4 Waiver of Trial by Jury. AIRVANA AND NORTEL NETWORKS WAIVE THE RIGHT TO A
     TRIAL BY JURY IN ANY ACTION OR PROCEEDING UNDER THIS AGREEMENT OR ANY
     ACTION OR PROCEEDING ARISING OUT OF THE


                                       27

<PAGE>

     TRANSACTIONS CONTEMPLATED HEREBY, REGARDLESS OF WHICH PARTY INITIATES ANY
     SUCH ACTION OR PROCEEDING.

28.5 This Agreement and all Orders hereunder shall be governed by the laws of
     the State of New York, without application of conflict of law rules.
     Application of the U.N. Convention on Contracts for the International Sale
     of Goods is specifically excluded from this Agreement.

29.  GENERAL LICENSES

29.1 It is acknowledged by AIRVANA that procurement of Products by NORTEL
     NETWORKS may be for re-sale (including installation), lease or hire to
     Customers anywhere in the world.

29.2 In pursuance of Clause 29.1, AIRVANA hereby grants to NORTEL NETWORKS a
     non-exclusive, irrevocable, royalty free (except as set forth in Section 30
     below) licence to:

     (a)  use, integrate, market, distribute, lease, hire, sell (including
          installation), resell and maintain or have maintained the Products
          anywhere in the world; and

     (b)  use, copy, reproduce, modify, translate and distribute, in whole or in
          part, any literature relating to Products, including the Product
          Documentation, for the purposes of such lease, hire, sale (including
          installation), resale and maintenance of Products anywhere in the
          world.

29.3 AIRVANA represents and warrants that it has the right to grant the licences
     detailed under Clause 29.2. AIRVANA further represents and warrants that
     the Products and the exercise of the rights granted in this Agreement do
     not infringe any third-party patent, copyright, trademark, trade secret or
     other intellectual property right.

29.4 AIRVANA shall assist NORTEL NETWORKS in securing any necessary licences for
     re-exportation of Products to any ultimate destination outside of the
     United States. Further, AIRVANA shall provide such assistance free of
     charge as NORTEL NETWORKS may reasonably require to obtain import duty
     relief for onward sale of Products.

29.5 AIRVANA undertakes, without delay, to notify NORTEL NETWORKS of any export
     restrictions that arise that may affect NORTEL NETWORKS' ability to
     maintain or offer for sale, lease or hire Products in a particular country.
     AIRVANA shall provide written notification to NORTEL NETWORKS immediately
     after cessation of such export restrictions.

29.6 With respect to Products used by NORTEL NETWORKS internally during the
     Term, AIRVANA shall provide NORTEL NETWORKS (i) during the Warranty Period,
     the same support as is given for the Products sold by NORTEL NETWORKS to
     its Customers during the Warranty Period for such Products; and (ii)
     thereafter, support under AIRVANA's then-current support and maintenance
     programs, so long as NORTEL NETWORKS pays for such support.

30.  SOFTWARE LICENSE RIGHTS

30.1 Where Software is supplied under an Order, whether incorporated in any
     Hardware or otherwise, then without prejudice to any other licences or
     rights granted to NORTEL NETWORKS under the Order, AIRVANA hereby grants to
     NORTEL NETWORKS a non-exclusive, irrevocable, royalty free (except as set
     forth in Clauses 30.5 through 30.9 below) licence to use, distribute, copy,
     have copied, integrate, license, sublicense, install, repair, maintain
     and/or dispose of the Software anywhere in the world. Such licence shall
     include the right for NORTEL NETWORKS to:


                                       28

<PAGE>

     (a)  use the Software for the purpose of development, testing, training,
          operating networks, maintaining and supporting Customer's networks
          (including without limitation network management undertaken by NORTEL
          NETWORKS), evaluation of the Products ordered by NORTEL NETWORKS, and
          making copies for back-up purposes;

     (b)  sublicense the Software, directly to Customers or indirectly to
          Customers through Customers which are distributors, for use, or, in
          the case of distributors, sublicensing to Customers for use with
          Products which NORTEL NETWORKS has purchased from AIRVANA for the life
          of the Products. Any sublicensing of Software by NORTEL NETWORKS will
          be pursuant to terms and conditions consistent with terms and
          conditions which normally govern the licensing of NORTEL NETWORKS'
          software used for the operation of NORTEL NETWORKS products.

     (c)  modify or have modified the Software under conditions of
          confidentiality with the written consent of AIRVANA, which shall not
          be unreasonably withheld, to allow integration with NORTEL NETWORKS or
          Customer support systems;

     (d)  enhance or have enhanced the Software to meet NORTEL NETWORKS'
          reasonable requirements for new facilities and features where AIRVANA
          shall have failed or shall have ceased to support the Software as
          provided for in this Agreement;

     (e)  supply the Software or copies of thereof to third parties under
          conditions of confidentiality for the purpose of modification or
          enhancement of the Software as provided above.

     (f)  supply Software interface information to third parties for the purpose
          of the design of support systems under conditions of confidentiality.

     Such rights shall be exclusive to NORTEL NETWORKS with respect to Software
     identified as exclusive in Appendix A, and such rights shall be
     non-exclusive with respect to Software that is not identified as exclusive
     in Appendix A.

30.2 AIRVANA represents and warrants that it has full right and title to grant
     to NORTEL NETWORKS the Software licence rights included under this Section
     30. AIRVANA further represents and warrants that the Software and the
     exercise of the rights granted in this Agreement do not infringe any
     third-party patent, copyright, trademark, trade secret or other
     intellectual property right.

30.3 All the provisions of this Section 30 (Clauses 30.1 through 30.9) shall
     survive the expiry or termination of any Order and/or of the Agreement.

30.4 With respect to Software used by NORTEL NETWORKS internally during the Term
     with the Products, AIRVANA shall provide NORTEL NETWORKS during the
     Warranty Period and thereafter at no charge the same support as is given
     for the Software sublicensed by NORTEL NETWORKS to its Customers during the
     Warranty Period for such Software.

30.5 With respect to Software licensed to NORTEL NETWORKS separately which is
     not embedded in the Products upon delivery and for which a separate royalty
     payment is set forth in Appendix A, NORTEL NETWORKS shall keep a complete
     and accurate account of the unit sales with respect to the Software items
     listed in Appendix A in sufficient detail to determine the amounts due to
     AIRVANA hereunder. NORTEL NETWORKS shall keep such information for [**]
     years after making a payment. AIRVANA shall have the right, once [**] and
     during business hours upon reasonable notice, to send an independent
     auditor to inspect and review the books and reports of NORTEL NETWORKS that
     are necessary for the calculation of these payments. The independent
     auditors performing such inspection or audit shall be bound to NORTEL
     NETWORKS to retain NORTEL NETWORKS' information as confidential, even from
     AIRVANA, and shall only be allowed to disclose whether NORTEL NETWORKS'
     calculations were accurate and, if not, the amount of discrepancy, which
     shall be adjusted between the parties within [**] days from the independent
     auditor's report. NORTEL NETWORKS shall also pay interest on any underpaid
     amount at the rate established below from the date such amount was
     originally due until the date such amount is paid to


                                       29

<PAGE>

     AIRVANA. Such inspection and audit shall be at AIRVANA's expense; provided,
     however, that if such audit determines that NORTEL NETWORKS underpaid
     amounts owing for the audited period by more than five percent (5%), then
     NORTEL NETWORKS shall reimburse AIRVANA for its reasonable expenses in
     conducting such inspection and audit.

30.6 Within [**] days after the end of each calendar [**], NORTEL NETWORKS shall
     send AIRVANA a written report setting forth all unit sales with respect to
     the items mentioned above during such calendar [**] and the computation of
     amounts due on such sales in accordance with this Agreement. In order to
     determine amounts which are payable for each calendar [**], such report
     shall describe the number and types of unit sales by NORTEL NETWORKS during
     such calendar [**] which relate to the applicable Software. Calculations
     and determination of amounts payable hereunder shall be made using U.S.
     generally accepted accounting principles (GAAP), consistently applied.
     AIRVANA shall invoice NORTEL NETWORKS for the amounts stated in such report
     and payment shall be due in accordance with Clause 30.9 below.

30.7 AIRVANA shall hold confidential all information concerning payments,
     reports and all proprietary NORTEL NETWORKS marketing information
     communicated in writing to AIRVANA under this Agreement, except to the
     extent that payments are disclosed: (i) to potential investors or lenders
     under confidentiality agreements; (ii) as required by law; or (iii) as
     required to enforce AIRVANA's rights hereunder.

30.8 AIRVANA shall designate from time to time the place and entity to which
     payments are to be made as required herein.

30.9 All payments due as related to the unit sales identified in the reports
     submitted by NORTEL NETWORKS in accordance with Clause 30.6 shall be made
     shall be made, at NORTEL NETWORKS' option, by check to AIRVANA or wire
     transfer to such bank and account as AIRVANA may from time to time
     designate in writing within [**] days after receipt of an invoice from
     AIRVANA therefor.

30.10 Additionally, AIRVANA hereby grants to NORTEL NETWORKS and its contractors
     the right to use any software tools provided by AIRVANA for development or
     testing purposes, subject to any royalty terms that are deemed necessary,
     and are agreed to in advance by both parties to this Agreement.

30.11 AIRVANA represents and warrants that no Software provided by AIRVANA to
     NORTEL NETWORKS pursuant to this Agreement contains or uses any "freeware"
     that is subject to a license agreement that obligates, or could obligate,
     NORTEL NETWORKS to disclose any part of its proprietary software that might
     be distributed with, or operate in conjunction with, any such Software
     provided hereunder.

31.  INTERNATIONAL TRADE

31.1 Each party agrees that it shall not knowingly (i) export or re-export,
     directly or indirectly, any technical data (as defined by the U.S. Export
     Administration Regulations or any other jurisdiction with import or export
     restrictions), including software received from the other under this
     Agreement or (ii) export or re-export, directly or indirectly, any direct
     product of such technical data, including software, to any destination to
     which such export or re-export is restricted or prohibited by U.S. or
     applicable non-U.S. law without obtaining prior authorization from the U.S.
     Department of Commerce and/or other competent government authorities to the
     extent required by those laws. In addition, each party agrees to comply
     with all the requirements of the Export and Import Permits Act (Canada).
     This clause shall survive termination or cancellation of this Agreement.

31.2 AIRVANA shall certify quarterly to NORTEL NETWORKS the correct country of
     origin of each Product determined in accordance with the rules of origin
     set out under the applicable laws and treaties. AIRVANA shall notify NORTEL
     NETWORKS at least [**] days in advance of any change in the origin of a
     Product. AIRVANA shall maintain supporting documentation sufficient to meet
     the requirements of any audit of the origin information by NORTEL NETWORKS
     or by any governmental entity. AIRVANA shall cooperate with NORTEL NETWORKS
     in any audit relating to this Clause 31.2 conducted in accordance with the


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     provisions of this Section.

31.3 AIRVANA shall obtain from each of its suppliers the appropriate certificate
     of origin of the materials contained in the Products ("Materials") and
     shall provide to NORTEL NETWORKS [**] a report to a prime specified by
     NORTEL NETWORKS identifying which suppliers of Materials have, and which
     suppliers have not, certified the country of origin for all Materials
     supplied by it to AIRVANA for manufacture of the Products.

31.4 All products must be marked with their country of origin as set out under
     the applicable laws and treaties. The degree of permanence of the origin
     marking on the Product shall be sufficient to ensure that, in any
     reasonably foreseeable circumstance, the marking shall remain on the
     Product throughout its expected life. Both the Product's immediate
     packaging and the outermost containers shall also be marked to indicate the
     country of origin. AIRVANA shall be solely responsible for all fines,
     penalties, costs and seizures resulting from inadequate marking, packaging
     or labeling.

31.5 Unless otherwise set forth in this Agreement, AIRVANA shall take all
     administrative actions required to produce customs invoices and country of
     origin documents for all shipments crossing international borders which
     comply with all laws, treaties and regulations of both the exporting
     country and the importing country. If a Product is manufactured in more
     than one country, then to the extent required by applicable laws, the
     different countries of origin must be identified on the customs invoices,
     along with the related quantities/serial numbers of such materials. If any
     upgrade of Products to the most recent revision level in accordance with
     Appendix C is performed, the applicable fee for this upgrade must be
     included on the customs invoice, or, if such upgrade is performed at no
     charge to NORTEL NETWORKS, the value of such upgrade shall be so indicated.
     AIRVANA shall be solely responsible for all fines, penalties and costs
     resulting from a customs invoice not being so compliant, except to the
     extent that such non-compliance is the result of an action or omission of
     NORTEL NETWORKS. All customs invoices must indicate whether or not any
     "assists" were provided and the value of said "assists".

31.6 AIRVANA shall perform all administrative actions required to determine the
     eligibility of each Product for preferential treatment under the rules of
     any applicable trade treaties/agreements (e.g., the North American Free
     Trade Agreement ["NAFTA"]) and, if eligible, provide the necessary
     documentation and obtain such preferential treatment. AIRVANA shall be
     responsible for all penalties and costs resulting from any such documents
     subsequently determined to be invalid, shall maintain all documentation to
     support the eligibility and shall respond in a timely manner to
     verification questionnaires or reviews.

31.7 If a Product is governed by a trade agreement, AIRVANA will (a) prepare and
     distribute the exporter's certificate of origin (Exporter's Certificate of
     Origin) and answer questionnaires concerning the certificate; (b)
     reasonably assist NORTEL NETWORKS in resolving Product eligibility issues;
     and, (c) indemnify NORTEL NETWORKS under the Agreement against liabilities
     resulting from NORTEL NETWORKS' Exporter's Certificate of Origin being
     deemed invalid by the governing export authority (to the extent based on
     the exporter's certificate of origin prepared by AIRVANA in accordance with
     Clause 31.7(a) above). Such exporter's certificates of origin shall be
     provided in one of the following two manners:

     (a)  Per Shipment - If an Exporter's Certificate of Origin is prepared for
          each shipment, AIRVANA will (a) retain the original Exporter's
          Certificate of Origin (b) attach a copy of the Exporter's Certificate
          of Origin to the customs/shipping documents for qualifying Products,
          and (c) mark the customs/shipping documents with: Copy of the
          Exporter's Certificate of Origin attached.

     (b)  Blanket Certificate of Origin - If a blanket Exporter's Certificate of
          Origin is prepared, AIRVANA will (a) retain the original Exporter's
          Certificate of Origin (b) mark the customs/shipping documents for the
          qualifying Product with: Copy of blanket Exporter's Certificate of
          Origin on file at Nortel Networks' customs offices in Milton, Ontario
          (Canada) and in Tonawanda, NY (USA), and (c) mail copies of the
          blanket Exporter's Certificate of Origin to the following offices:


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     Canada:                     USA:

     Nortel Networks Limited     Nortel Networks Inc.
     8200 Dixie Road             55 Pineview Drive
     Brampton, Ontario L6V 2M6   Suite A
     Canada                      Amherst, New York
     Attention: MS 036-MT102     USA

31.8 AIRVANA shall provide to NORTEL NETWORKS, when and where applicable, a duty
     drawback waiver for duty paid on any materials imported by AIRVANA and used
     or consumed in the manufacture of Products supplied to NORTEL NETWORKS.
     These waivers shall be provided on the approved forms and issued by AIRVANA
     at least monthly.

32.  PURCHASE ORDERS TO AIRVANA'S MANUFACTURERS; ALTERNATIVE MANUFACTURERS

32.1 In the event that AIRVANA:

     (a)  failure to deliver to NORTEL NETWORKS at least [**] percent ([**]%) of
          the quantities of Products covered by Orders placed by NORTEL NETWORKS
          for the first [**] of the binding portion of the Forecast in
          accordance with Clause 5.3 during any period consisting of [**];
          provided, however, that if AIRVANA rejects Orders or portions thereof
          for any Excess Quantities (as defined in Clause 5.2) for the same [**]
          time period, the quantities covered by such rejected Orders or
          portions thereof shall not be considered in the calculations for
          determining if AIRVANA failed to deliver the required minimum of [**]
          percent ([**]%) set forth above;

     (b)  implements a Product withdrawal in breach of Clause 3.3 without making
          available a functionally equivalent or superior product, on equal
          commercial terms; (c) ceases or is unwilling, to provide commercially
          adequate warranty support, technical support or maintenance for the
          Products in accordance with the terms and conditions of this
          Agreement;

     (d)  is sold and its successor is (i) a Direct Competitor of NORTEL
          NETWORKS and (ii) does not provide NORTEL NETWORKS with written
          acknowledgement that it continues to be bound by, and shall duly and
          punctually perform, all of the provisions of this Agreement; or

     (e)  ceases doing business as a going concern; has a receiver,
          administrator or manager of its property, assets or undertakings
          appointed in such circumstances as would substantially affect NORTEL
          NETWORKS' continuing supply or use of the Product in accordance with
          this Agreement; takes advantage of the insolvency laws of any
          jurisdiction; makes an assignment in bankruptcy or is adjudicated a
          bankrupt; makes a general assignment for the benefit of its creditors;
          is ordered by any court of competent jurisdiction to be wound up; or
          become insolvent or makes a sale in bulk of a substantial portion of
          its assets;

     then NORTEL NETWORKS may place Orders or Releases for Products directly
     with AIRVANA's manufacturer(s). AIRVANA shall direct such manufacturer(s)
     to accept such Orders and Releases and provide the Products directly to
     NORTEL NETWORKS.

32.2 NORTEL NETWORKS shall have the right to sublicense this grant to a third
     party manufacturer, for the sole purpose of providing the Products directly
     to NORTEL NETWORKS. AIRVANA shall provide NORTEL NETWORKS or its designated
     manufacturer with all necessary rights, information and materials (but not
     tooling or machinery) in order to permit someone reasonably skilled in the
     industry to manufacture the Product(s) within their manufacturer's
     facilities. Such information includes, by example and not by way of
     limitation: (i) manufacturing drawings and specifications of raw materials
     and components comprising such parts; (ii) manufacturing drawings and
     specifications covering special tooling and the operation thereof; (iii) a
     detailed list of all commercially available parts and components purchased
     by AIRVANA on the open market disclosing the part number, name and location
     of the supplier, and non-confidential price lists for the purchase thereof,
     if in AIRVANA's possession; and (iv) one complete copy of the then current
     source or


                                       32

<PAGE>

     binary code used in the preparation of any Software licensed or otherwise
     acquired by NORTEL NETWORKS from AIRVANA hereunder. Any designated
     manufacturer of NORTEL NETWORKS will enter into appropriate confidentiality
     agreements with its employees, contractors/suppliers and NORTEL NETWORKS.
     AIRVANA shall assist NORTEL NETWORKS in obtaining any required assignment
     of rights to third party technology in the Product(s).

32.3 Other than for the reasons set forth in Clause 32.1(a) above, to the extent
     Products are manufactured by NORTEL NETWORKS by a third party or by NORTEL
     NETWORKS itself pursuant to this Section 32, NORTEL NETWORKS shall pay to
     AIRVANA a manufacturing license fee payment on each unit of Product which
     shall be equal to [**] percent ([**]%) of the average gross profit (the
     difference between sales and the cost of goods sold before allowance for
     operating expenses and income taxes) ("Average Gross Profit") realized by
     AIRVANA per unit of Product during the [**] period immediately prior to
     NORTEL NETWORKS exercising its option pursuant to this Section 32. If
     NORTEL NETWORKS exercises its option pursuant to this Section 32 for the
     reasons set forth in Clause 32.1(a), to the extent Products are
     manufactured by NORTEL NETWORKS by a third party or by NORTEL NETWORKS
     itself pursuant to this Section 32, NORTEL NETWORKS shall pay to AIRVANA a
     manufacturing license fee payment on each unit of Product which shall be
     equal to [**] percent ([**]%) of the Average Gross Profit realized by
     AIRVANA per unit of Product during the [**] period immediately prior to
     NORTEL NETWORKS exercising its option pursuant to this Section 32, provided
     that AIRVANA has used commercially reasonable best efforts to remedy any
     shortfall to the required Product delivery schedule. Payment of such
     manufacturing license fees shall be in accordance with Clauses 32.6 through
     32.10 below.

32.4 For the purposes of Clause 32.1 (d), "Direct Competitor" shall mean an
     individual, partnership, limited partnership, corporation, company, trust,
     unincorporated organization, governmental unit or agency or any political
     subdivision thereof or any other entity whatsoever (other than NORTEL
     NETWORKS) that engages in the sale of the same or similar hardware products
     for the wireless communications industry which are required for the local
     area network and wide area network applications, parts, related software,
     documentation and/or related products manufactured, produced and/or
     distributed by NORTEL NETWORKS.

32.5 NORTEL NETWORKS' right to manufacture or have Products manufactured under
     this Section 32 shall terminate in the event this Agreement terminates for
     any reason, except that if NORTEL NETWORKS has exercised its right to
     manufacture or have Products manufactured under this Section 32 prior to
     termination, it shall be entitled to continue to manufacture or have
     Products manufactured for a period of [**] years from the date of
     termination.

32.6 With respect to Products manufactured by NORTEL NETWORKS, AIRVANA's
     manufacturers or a third party manufacturer pursuant to this Section 32,
     NORTEL NETWORKS shall keep a complete and accurate account of the units of
     Products manufactured in sufficient detail to determine the amounts due to
     AIRVANA hereunder. NORTEL NETWORKS shall keep such information for [**]
     years after making a payment. AIRVANA shall have the right, once a [**] and
     during business hours upon reasonable notice, to send an independent
     auditor to inspect and review the books and reports of NORTEL NETWORKS that
     are necessary for the calculation of these payments. The independent
     auditors performing such inspection or audit shall be bound to NORTEL
     NETWORKS to retain NORTEL NETWORKS' information as confidential, even from
     AIRVANA, and shall only be allowed to disclose whether NORTEL NETWORKS'
     calculations were accurate and, if not, the amount of discrepancy, which
     shall be adjusted between the parties within [**] days from the independent
     auditor's report. NORTEL NETWORKS shall also pay interest on any underpaid
     amount at the rate established below from the date such amount was
     originally due until the date such amount is paid to AIRVANA. Such
     inspection and audit shall be at AIRVANA's expense; provided, however, that
     if such audit determines that NORTEL NETWORKS underpaid amounts owing for
     the audited period by more than five percent (5%), then NORTEL NETWORKS
     shall reimburse AIRVANA for its reasonable expenses in conducting such
     inspection and audit.

32.7 Within [**] days after the end of each calendar [**], NORTEL NETWORKS shall
     send AIRVANA a written report setting forth all units of Products
     manufactured with respect to the items mentioned above during such calendar
     [**] and the computation of amounts due on such sales in accordance with
     this Agreement. In order


                                       33

<PAGE>

     to determine amounts which are payable for each calendar [**], such report
     shall describe the number and types of units manufactured by NORTEL
     NETWORKS during such calendar [**]. Calculations and determination of
     amounts payable hereunder shall be made using U.S. generally accepted
     accounting principles (GAAP), consistently applied. AIRVANA shall invoice
     NORTEL NETWORKS for the amounts stated in such report and payment shall be
     due in accordance with Clause 32.10 below.

32.8 AIRVANA shall hold confidential all information concerning payments,
     reports and all proprietary NORTEL NETWORKS marketing information
     communicated in writing to AIRVANA under this Agreement, except to the
     extent that payments are disclosed (i) to potential investors or lenders
     under confidentiality agreements; (ii) as required by law; or (iii) as
     required to enforce AIRVANA's rights hereunder.

32.9 AIRVANA shall designate from time to time the place and entity to which
     payments are to be made as required herein.

32.10 All payments due as related to the unit sales identified in the reports
     submitted by NORTEL NETWORKS in accordance with Clause 32.7 shall be made
     shall be made at NORTEL NETWORKS' option by check to AIRVANA or wire
     transfer to such bank and account as AIRVANA may from time to time
     designate in writing within [**] days after receipt of an invoice from
     AIRVANA therefor.

33.  BUSINESS CONTINUITY PLAN

33.1 AIRVANA represents and warrants that it has put or is putting processes in
     place for each of its sites and those of its contract manufacturers to take
     effect if a site becomes unable to continue development and/or to produce
     Products for any reason, including force majeure as described in Section
     27, for a period of more than [**] days ("Business Continuity Plan").

33.2 Further, AIRVANA targets that it will have fully developed and implemented
     a written bonefide Business Continuity Plan outlining such processes within
     [**] months after the Effective Date, and shall thereafter maintain such
     Business Continuity Plan, which is expected to contain, at a minimum,
     provisions for documentation storage (product, process, fixture, tools),
     information systems technology redundancy, a demonstration of AIRVANA's
     capability to recover rapidly if one of its own or a supplier's or
     subcontractor's development and/or manufacturing facilities or processes
     becomes unable to continue development or to produce Products.

33.3 Once fully implemented as described above and thereafter throughout the
     Term of this Agreement, AIRVANA shall provide a copy of the then-current
     Business Continuity Plan to NORTEL NETWORKS within [**] days of request.

34.  CONSEQUENTIAL DAMAGES AND LIMITATION OF LIABILITY

34.1 WITH THE EXCEPTION OF AIRVANA'S INDEMNIFICATION OBLIGATIONS FOR WILLFUL
     TRADE SECRET MISAPPROPRIATION OR WILLFUL COPYRIGHT INFRINGEMENT, OR BREACH
     BY EITHER PARTY OF THEIR RESPECTIVE CONFIDENTIALITY OBLIGATIONS UNDER
     SECTION 15, IN NO EVENT SHALL AIRVANA BE LIABLE TO NORTEL NETWORKS FOR
     SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, MULTIPLE OR OTHER
     INDIRECT DAMAGES, OR FOR LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE
     DAMAGES, ARISING OUT OF THE MANUFACTURE, SALE, SUPPLYING OR FAILURE OR
     DELAY IN SUPPLYING OF THE PRODUCTS OR SERVICES RELATED THERETO, WHETHER
     BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF
     AIRVANA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

34.2 WITH THE EXCEPTION OF AIRVANA'S INDEMNIFICATION OBLIGATIONS FOR WILLFUL
     TRADE SECRET MISAPPROPRIATION OR WILLFUL COPYRIGHT INFRINGEMENT, OR BREACH


                                       34

<PAGE>

     BY EITHER PARTY OF THEIR RESPECTIVE CONFIDENTIALITY OBLIGATIONS UNDER
     SECTION 15, AIRVANA'S LIABILITY ARISING OUT OF THE MANUFACTURE, SALE,
     SUPPLYING OR FAILURE OR DELAY IN SUPPLYING OF THE PRODUCTS AND SERVICES OR
     THEIR USE OR DISPOSITION, WHETHER BASED UPON WARRANTY, CONTRACT, TORT,
     STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF SEVEN
     MILLION FIVE HUNDRED THOUSAND DOLLARS U.S. ($7,500,000.00 U.S.) OR THE
     AMOUNTS PAID BY NORTEL NETWORKS FOR PRODUCTS AND SERVICES HEREUNDER DURING
     THE IMMEDIATELY PRECEDING [**] PERIOD.

35.  GENERAL

35.1 Any notices to be given under this Agreement shall be sent by courier
     (including overnight courier), facsimile, or hand delivery to the other
     party at the addresses listed below and to the attention of:

     AIRVANA:           Airvana Inc.
                        25 Industrial Avenue
                        Chelmsford, MA 01824
                        Attention: David Gamache, Chief Financial Officer
                        Fax: (978) 250-3911
                        email address: d-gamache@airvananet.com

        and:

                        Hale and Dorr LLP
                        60 State Street
                        Boston, Massachusetts 02109
                        Attention: Mark G. Borden, Esq.
                        FAX: 617-526-5000
                        E-mail address: mark.borden@haledorr.com

     NORTEL NETWORKS:   Nortel Networks Inc.
                        2221 Lakeside Blvd.
                        Richardson, Texas 75082-4399
                        Attention: Counsel, Portfolio & Solutions
                        Law Group--Supply Management
                        FAX: 972-684-3355
                        E-mail address: jwoods1@nortelnetworks.com

        and:            Nortel Networks Inc.
                        c/o Nortel Networks Inc.
                        Director, Supply Management OEM Products
                        Mailstop 99113A61
                        2221 Lakeside Blvd.
                        Richardson, Texas 75082-4399
                        FAX: 972-685-7871
                        E-mail address: tuttgary@nortelnetworks.com

     Notices shall be deemed to have been received two (2) Business Days after
     sending by courier or facsimile and on the day of delivery if given by
     hand.

35.2 The failure of a party to enforce any provision of this Agreement shall not
     constitute a waiver of such provision or the right of such party to enforce
     such and every other provision.


                                       35

<PAGE>

35.3 Section headings are inserted for convenience only and shall not be used to
     interpret this Agreement.

35.4 If any provision of this Agreement is or becomes illegal or unenforceable
     in whole or in part in a country, the remaining provisions shall
     nevertheless be valid and binding with respect to that country so long as
     they continue to express the original intent of the parties. If not, this
     Agreement shall not apply in that country, but the parties shall negotiate
     in good faith to extend the benefit of this Agreement to that country in
     some other manner.

35.5 AIRVANA may be required by law to provide NORTEL NETWORKS with a
     certificate about the Products, based on the then-current version of the
     form set forth in Appendix M. AIRVANA and its Products and Services will
     conform to all laws and governmental orders and regulations in effect at
     the time of shipment of Products or the performance of Services in the
     United States, Canada and such other jurisdictions as may be mutually
     agreed to by AIRVANA and NORTEL NETWORKS.

35.6 AIRVANA is an independent contractor under this Agreement. This Agreement
     does not create a joint venture, partnership, principal-agent or employment
     relationship between AIRVANA and NORTEL NETWORKS.

35.7 All written communication concerning this Agreement or amendments or
     restatements of this Agreement will be in the English language.

35.8 This Agreement, together with its Appendices and all Statements of Work and
     Orders, constitute the complete statement of the obligations of the parties
     as to the subject matter hereof, and supersedes all previous agreements and
     understandings between the parties, whether oral or written, and may not be
     modified except in writing expressly referencing this Agreement, signed by
     the duly authorized representatives of both parties.

AIRVANA INC.                            NORTEL NETWORKS INC.
("AIRVANA")                             ("NNI")


By: /s/ Randall S. Battat               By: /s/ Steve Slattery
    ---------------------------------       ------------------------------------
    (Signature)                             (Signature)
Name: Randall S. Battat                 Name: Steve Slattery
      (Print)                                 (Print)
Title: President & CEO                  Title: VP & GM CDMA
Date: October 16, 2001                  Date: Oct. 16, 2001


                                        By: /s/ Gary Tutt
                                            ------------------------------------
                                            (Signature)
                                        Name: Gary Tutt
                                              (Print)
                                        Title: Dir. Supply Mgmt
                                        Date: October 16, 2001


                                       36
<PAGE>

                                   APPENDIX A

                PRODUCTS, SOFTWARE, AND SERVICES; PRICES AND FEES

                                    PRODUCTS

<TABLE>
<CAPTION>
PRODUCT (INCLUDES SOFTWARE
EMBEDDED IN SUCH PRODUCT)
NAME                          AIRVANA ORDER NUMBER   NORTEL NETWORKS PRICE   NOTES
--------------------------    --------------------   ---------------------   -----
<S>                           <C>                    <C>                     <C>
[**]                                  TBD                    [**]             [**]
</TABLE>

                                    SOFTWARE

<TABLE>
<CAPTION>
SOFTWARE NAME (SOFTWARE
THAT IS SUPPLIED SEPARATELY
FROM THE PRODUCT)             AIRVANA ORDER NUMBER   NORTEL NETWORKS PRICE   NOTES
---------------------------   --------------------   ---------------------   -----
<S>                           <C>                    <C>                     <C>
[**]                                  TBD                    [**]             [**]
[**]                                  TBD                    [**]             [**]
[**]                                  TBD                    [**]             [**]
[**]                                  TBD                    [**]             [**]
[**]                                  TBD                    [**]             [**]
[**]                                  TBD                    [**]             [**]
[**]                                  TBD                    [**]             [**]
</TABLE>

[**]; provided, however, that if NORTEL NETWORKS [**], then AIRVANA [**] NORTEL
     NETWORKS for such [**].

*    NOTE A: [**].

                  NON-WARRANTY / POST-WARRANTY SUPPORT SERVICES

<TABLE>
<CAPTION>
SUPPORT SERVICE BY PRODUCT
OR SOFTWARE                   AIRVANA ORDER NUMBER   NORTEL NETWORKS PRICE   NOTES
---------------------------   --------------------   ---------------------   -----
<S>                           <C>                    <C>                     <C>
[**]                                  TBD                    [**]             [**]
[**]                                  TBD                    [**]             [**]
[**]                                  TBD                    [**]             [**]
</TABLE>

<TABLE>
<CAPTION>
OTHER SUPPORT SERVICES        NORTEL NETWORKS PRICE   NOTES
----------------------        ---------------------   -----
<S>                           <C>                     <C>
[**]                                  [**]             [**]
[**]                                  [**]             [**]
[**]                                  [**]             [**]
</TABLE>


                                       37

<PAGE>

                                TRAINING COURSES

<TABLE>
<CAPTION>
                                                                                                   PRICE PER
                                                                                        DATES       PERSON
 ID          Course Title                         COURSE DESCRIPTION                  AVAILABLE   PER COURSE
---   --------------------------   ------------------------------------------------   ---------   ----------
<S>   <C>                          <C>                                                <C>         <C>
100   Introduction to 1xEV-DO      This course provides in depth understanding of        1Q02        [**]
      (2 days)                     cdma2000 1xEV-DO, including it modulation
                                   scheme, development of the IS-856 standard, its
                                   position relative to other wireless standards,
                                   and implications of a broadband data system
                                   compared to voice. The course also discusses
                                   Airvana's 1xEV-DO system, and implementation of
                                   the standards, including distributed vs.
                                   centralized architecture, QoS, benefits of
                                   all-IP backhaul and more.

                                   Targeted for technical and business managers,
                                   marketing & business development. May also be
                                   used as a primer for more technical courses.

101   Installation & service       This course provides in depth understanding of        1Q02        [**]
      provisioning the Airvana     Airvana's 1xEV-DO system, including its
      1xEV-DO network              modulation scheme, implementation of the
      (3 days)                     standards, installation and provisioning,
                                   maintenance processes, and administration.
                                   Hands-on experience provided using Airvana
                                   hardware and software.

                                   Targeted for technical staff including site
                                   design engineers, maintenance technicians, and
                                   network mangers. Also useful introduction for
                                   network administrators.

102   Network Administration of    This course provides in depth understanding of        2Q02        [**]
      the Airvana 1xEV-DO system   Airvana's 1xEV-DO network administration,
      (3 days)                     focused on operation of AirVista element
                                   management system, routine administration and
                                   troubleshooting, connectivity to 3rd party OSS
                                   systems, and more. Hands-on experience provided
                                   using Airvana hardware and software.

                                   Targeted for technical staff including network
                                   mangers.

103   Data Core Network Theory     This course provides an in depth understanding        3Q02        [**]
      & Design (3 days)            of the theory behind an All-IP data core network
                                   and the proper design to achieve a
                                   high-performance network while minimizing the
                                   backhaul costs. Areas covered will include: IP
                                   wide area networks (T1/E1 TDM, Private Routed
                                   IP, Frame Relay, ATM); optimal design of an IP
                                   WAN; advantages and disadvantages of each
                                   network type; integration of the Radio Access
                                   Network and the data core network.

                                   Prerequisite: Course 100.

                                   Targeted for technical staff including site
                                   design engineers, network design engineers, and
                                   network managers.

104   The Airvana IP Radio Node    Not offered to NORTEL NETWORKS                        2Q02        [**]
      (5 days)
</TABLE>


                                         38

<PAGE>

<TABLE>
<S>   <C>                          <C>                                                <C>         <C>
105   The Airvana IP Radio         This course provides an in depth understanding        2Q02        [**]
      Network Controller           of the hardware components and software that
      (5 days)                     makes up the Airvana IP Radio Network
                                   Controller. This course will cover the IP-RNC
                                   architecture and the debugging of each system
                                   component.

                                   Upon completion of this course, the trainee will
                                   be qualified to train other personnel.

                                   Targeted for technical staff who will become the
                                   organization expert(s) on the IP-RNC.

106   The Airvana AirVista         This course provides an in depth understanding        2Q02        [**]
      Element Management System    of the software that makes up the Airvana
      (5 days)                     AirVista Element Management System. This course
                                   will cover the IP Radio Access Network
                                   architecture and the debugging of each
                                   component.

                                   Upon completion of this course, the trainee will
                                   be qualified to train other personnel.

                                   Targeted for technical staff who will become the
                                   organization expert(s) on the AirVista Element
                                   Management System.

107   Tier I Support Training      This course provides a new Tier I support person      1Q02        [**]
      (5 days)                     with a moderately detailed level of
                                   understanding of the Airvana 1xEV-DO system.
                                   Product related subjects included cover the
                                   Radio Node hardware and software design and
                                   theory of operation, the Radio Network
                                   Controller hardware and software design and
                                   theory of operation, and the AirVista element
                                   management system software design and theory of
                                   operation. Application related subjects cover
                                   1xEV-DO RF theory and application, IP network
                                   planning and application, IP network planning
                                   and troubleshooting, AirVista alarms and alert
                                   handling, authentication and security, roaming,
                                   and interaction with 1xRTT and IS-95 networks.

                                   Targeted for a distributor or service provider's
                                   technical support staff who will become the
                                   organization expert(s) on the Airvana 1xEV-DO
                                   network and systems.

108   NT DOM Product Test Staff    Customized, targeted developer level training         1Q02        [**]
      1XEV DO Training             for Nortel's R&D test personnel. Subjects to be
      (5 days)                     covered will include a detailed level of
                                   understanding of the Airvana 1xEV-DO Radio
                                   Access Network, the Nortel DOM product, and it's
                                   interfaces to the NT MetroCell backplane and
                                   BSSM OA&M interface. Product related subjects
                                   included cover the DOM hardware and software
                                   design and theory of operation, the Radio
                                   Network Controller hardware and software design
                                   and theory of operation, and the AirVista
                                   element management system software design and
                                   theory of operation. Application related
                                   subjects cover AirVista alarms and alert
                                   handling, authentication and security, roaming,
                                   and interaction with 1xRTT and IS-95 networks.

                                   Upon completion of this course, the trainee will
                                   be able to design and perform product
                                   verification testing for the combined
                                   Nortel-Airvana 1xEV-DO product.
</TABLE>


                                         39

<PAGE>

AIRVANA is providing NORTEL NETWORKS with:

[**] training credits (1 training credit = [**] which can be used for any of the
     above-described courses, or other training as mutually agreed, and which
     NORTEL NETWORKS may use at-will to purchase training for NORTEL NETWORKS'
     employees or, upon NORTEL NETWORKS' request, its contractors.

One instance of Course 108 to Nortel Development and Test, to be held in Ottawa
at NORTEL NETWORKS facilities, at no charge.


                                         40
<PAGE>

                                   APPENDIX B

                                 SPECIFICATIONS

     -    "1xEV-DO Network Solution OEM Minimum Requirements Specification",
          Version 1.0 (This document describes the Product requirements
          necessary for the Products listed in Appendix A.)

     -    MetroCell Interface Specification Version 1.0, (This document defines
          the Specifications to which the Product must comply to interface the
          DOM into a NORTEL NETWORKS MetroCell basestation.)

          -    NORTEL NETWORKS Corporate Standard 152.70, "Packing Guidelines
               for Domestic and Export Shipment", date of issue March 1998

          -    NORTEL NETWORKS Corporate Standard 1528, "Classification of
               Product Changes", date of issue March 1999

all of which may be amended from time to time by NORTEL NETWORKS upon
notification to and agreement by AIRVANA

The parties agree that in the event any terms and conditions are contained in
the Specifications that conflict with the Agreement, including Appendices
thereto, if there is a conflict between such terms and conditions contained in
any Specifications and terms and conditions contained in the Agreement,
including Appendices, the terms and conditions of the Agreement shall prevail.


                                       41

<PAGE>

                                   APPENDIX C

    WARRANTY REPAIR/REPLACEMENT PROCEDURES AND OBLIGATIONS REGARDING CHANGES

1.   Any Product which does not conform to the Warranty described in Clause 8.2
     may be returned to AIRVANA to the repair location (U.S. manufacturing
     facility or other North American location identified by AIRVANA). Prior to
     returning a defective Product to AIRVANA, NORTEL NETWORKS shall request
     authorization from AIRVANA for the return of such Product at the following
     telephone number:

          (978) 250-3000

2.   Upon each request for routine or emergency repair or replacement service, a
     returned materials authorization ("RMA") number shall be promptly issued by
     AIRVANA, which RMA number shall be used for tracking individual
     repair/replacement orders and shall be referenced on failure tags,
     shipping/packing lists and any correspondence concerning the returned
     Products.

3.   AIRVANA will promptly notify NORTEL NETWORKS of any returned Product that
     is Uneconomical to Repair in the opinion of the AIRVANA. However, a Product
     will only be Uneconomical to Repair if NORTEL NETWORKS and AIRVANA agree in
     writing that it is Uneconomical to Repair. AIRVANA will return Uneconomical
     to Repair Products to NORTEL NETWORKS at the expense of the party that
     agrees to cover the cost of the return in the written agreement
     characterizing the Product as Uneconomical to Repair.

4.   Products that are or become defective within the first [**] days of use by
     the Customer will be referred to as "Dead On Arrival", "DOA", "Early Life
     Failure" or "ELF". NORTEL NETWORKS will return the DOA/ELF Products to
     AIRVANA with the RMA documentation. At its expense, AIRVANA will perform a
     root cause analysis on returned DOA/ELF Products. The root cause analysis
     will consist of functional tests and ESS. Repaired or replaced Product
     found DOA will be treated the same as new Product found defective.

5.   After testing, AIRVANA will a) repair, re-furbish, apply all mandatory and
     otherwise applicable upgrades, stamp (with the repair date) and return the
     Products or b) replace and ship the replacement Products to NORTEL
     NETWORKS. Repaired or replaced DOA/ELF Products will be considered new
     Products. Within [**] days of NORTEL NETWORKS' notice, AIRVANA will do a
     root cause analysis and implement a plan of correction if the rate of
     failure of a DOA/ELF Product exceeds [**] percent ([**]%) of the Product's
     return rate defined in the Specifications. AIRVANA will update NORTEL
     NETWORKS in writing with the findings of the root cause analysis as well as
     with the corrective plan of action. All repaired and/or replacement
     Hardware and Software must (a) be functionally equal to or better than the
     replaced units, (b) be Backward Compatible, and (c) meet the
     Specifications.

6.   AIRVANA will provide an inventory of Products, including Products required
     for installation repair, that allows for replacement Products to be shipped
     within [**] hours after notice by NORTEL NETWORKS for emergency
     replacements. AIRVANA shall monitor the repairs and returns and emergency
     requests for replacements and shall determine if quantities greater than
     the inventory of finished Products to be held by AIRVANA in accordance with
     Clause 5.4 of the Agreement are necessary, and shall add additional
     quantities to such inventory as mutually agreed between AIRVANA and NORTEL
     NETWORKS.

7.   Product Repair, Markings and Packaging

     (a)  During the Warranty Period and any subsequent period for which NORTEL
          NETWORKS has paid the applicable annual maintenance fee, all repaired
          units shall be updated with all outstanding Class A Changes applicable
          to that Product Engineering Code ("PEC").

     (b)  All repaired Product shall have a clearly identifiable date code
          (year/month) of repair affixed to the Product.

     (c)  All repaired Product will retain the original Product markings
          including country of origin markings.


                                       42

<PAGE>

     (d)  All unauthorized labels shall be removed from the exterior surface of
          the Product.

     (e)  New or used cartons will be used for packaging repaired Product. When
          used cartons are used for packing, the cartons must have a neat
          appearance.

     (f)  Single unit cartons shall be marked with the PEC, Product release and
          repair dates. Multiple unit cartons shall be marked with the PEC and
          quantity.

     (g)  AIRVANA shall track the outstanding warranty of each unit of Product
          shipped to NORTEL NETWORKS and each Product throughout the repair
          process through the use of both the Product's PEC and AIRVANA's unique
          serial number for the Product and date of manufacture.

     (h)  Upon the request of NORTEL NETWORKS by providing AIRVANA with the PEC
          of a Product and a specific time period for which a report is desired
          to cover, AIRVANA shall provide NORTEL NETWORKS with a failure
          analysis report which includes the following information:

          (i)  the number of units of the Product which have been returned to
               AIRVANA for repair or replacement within the specific time
               period, their serial numbers, and their dates of manufacture;

          (ii) the number of units of the Product which have been repaired or
               replaced and delivered to NORTEL NETWORKS within the specific
               time period, their serial numbers, and their dates of
               manufacture; and

          (iii) the modes of failure of the units referred to in subsection b)
               and the corrective actions taken by AIRVANA to repair the units.

8.   No Fault Found Procedures

     (a)  During the Warranty Period and any subsequent period for which NORTEL
          NETWORKS has paid the applicable annual maintenance fee, all Product
          returned by NORTEL NETWORKS for which AIRVANA cannot confirm that
          there is a non-conformity with the Specifications shall nevertheless
          be refurbished for cosmetic upgrade and then tested to the
          Specifications. If the unit of the Product passes, it shall be
          considered No Fault Found ("NFF"), and returned to NORTEL NETWORKS
          unless the Product is to be upgraded to the current release of the
          PEC. Product failing the test or requiring PEC release upgrade shall
          be upgraded to the latest possible release of the PEC, repaired,
          tested, repackaged and returned to NORTEL NETWORKS using NORTEL
          NETWORKS' chosen carrier. AIRVANA will take no more than [**] business
          days from the later of its receipt of NORTEL NETWORKS' Order or the
          returned Products to test the Products and return them to NORTEL
          NETWORKS. All upgraded Products will a) be functionally equal to or
          better than the replaced units, (b) be Backward Compatible, and (c)
          meet the Specifications.

     (b)  NFF statistics are to be provided to NORTEL NETWORKS on a monthly
          basis consisting of:

                    -    Total returned;

                    -    Total NFF;

                    -    Total updated; and

                    -    Total junked

                    -    Root cause analysis results and corrective action
                         plans, if applicable in accordance (c) below

          and to be forwarded to the attention of the Quality Manager at:

               NORTEL NETWORKS - Calgary Systems House
               5111 - 47 Street NE
               Calgary, Alberta, CANADA
               T3J 3R2

     (c)  If NFF Products are more than [**] percent ([**]%) of the Product
          return rates as defined in the Specifications, AIRVANA will (a)
          perform a root cause analysis, and (b) implement a plan to


                                       43

<PAGE>

          correct the NFF occurrences within [**] days of reaching the [**]%
          level. AIRVANA will include the analysis results and the plan in the
          reports described in (b) above.

9.   Freight charges for material returned by NORTEL NETWORKS to AIRVANA shall
     be handled as follows:

                                -Responsibility-

<TABLE>
<CAPTION>
                                     NORTEL NETWORKS   AIRVANA
                                     ---------------   -------
<S>                                  <C>               <C>
Warranty Repairs
   to AIRVANA                              [**]          [**]
   from AIRVANA                            [**]          [**]
Rejected Material
   to AIRVANA                              [**]          [**]
   from AIRVANA                            [**]          [**]
Class A Changes (including Class A
   Changes made during upgrades)
   to AIRVANA                              [**]          [**]
   from AIRVANA                            [**]          [**]
Non-Warranty Repairs
   to AIRVANA                              [**]          [**]
   from AIRVANA                            [**]          [**]
</TABLE>

10.A Non-Warranty/Out-of-Warranty Product Support Services

     An Order number is required for all non-warranty and out-of-warranty
     Services at the Prices outlined in Appendix A. This may be either a Blanket
     Order number or an individual Order and/or Release number issued at the
     time of request for Service.

10.B Non-Performance by AIRVANA of Warranty or Out-of-Warranty Product Support
     Services

     (a)  In the event that AIRVANA is unwilling or unable to materially meet
          NORTEL NETWORKS' support requirements pursuant to Section 9 of the
          Agreement or pursuant to this Appendix C, after notice and opportunity
          to cure as set forth below, a no cost royalty free license shall be
          issued to NORTEL NETWORKS or a third party delegate of the NORTEL
          NETWORKS' choice, for the sole purpose of servicing the Products sold
          to NORTEL NETWORKS under the Agreement, using such documents, data,
          component source code and technical assistance as necessary including:
          (i) documentation in sufficient detail to provide all of the
          information required to repair and test the Product, including but not
          limited to stock lists, schematics, engineering change history and
          assembly drawings; (ii) access to proprietary components and software
          source code; (iii) repair/replacement history data; and (iv) technical
          assistance as may be required.

     (b)  NORTEL NETWORKS shall, prior to the exercising of this right, provide
          AIRVANA notice pursuant to Clause 10.1 (b) above and afford AIRVANA
          [**] days to remedy the situation to NORTEL NETWORKS' satisfaction.

     (c)  In the event NORTEL NETWORKS performs warranty repairs pursuant to
          10.B(b) above, AIRVANA shall reimburse NORTEL NETWORKS for cost of
          material and labor for Product repairs performed by or for NORTEL
          NETWORKS, which shall be billed once per [**], and AIRVANA shall
          refund to NORTEL NETWORKS any pro rata amount of any applicable annual
          maintenance fee that NORTEL NETWORKS may have paid in advance for the
          relevant out-of-warranty maintenance period.

11.  Design Change Control

     AIRVANA shall create and maintain an internal change management process
     which:

     a)   may, at AIRVANA'S option, conform with NORTEL NETWORKS Corporate
          Standard 1528;

     b)   conforms to Telcordia GR-209; and

     c)   differentiates the different DOM hardware releases using NORTEL
          NETWORKS' release numbers.


                                       44

<PAGE>

     In addition to AIRVANA's warranty obligations contained in Section 8 and
     elsewhere in this Appendix C, and without diminishing AIRVANA's obligations
     under Section 8 or this Appendix C, in the event that during the Warranty
     Period or thereafter, an intrinsic design or manufacturing defect of a
     Product, including a failure of the Software to operate without troubles
     due to defects which result from the failure of the Software to conform to
     the Specifications, causes an inoperative, hazardous or unsatisfactory
     condition of a nature as to require the introduction in the Product(s) of a
     Class A Change, AIRVANA shall, as expeditiously as possible and at its
     expense, generate a Class A Change, to eliminate the defect. AIRVANA shall
     apply such Class A Change, at no charge, on all defective units of the
     Product, both installed and stocked, in accordance with a retrofit program
     negotiated by NORTEL NETWORKS with its Customers and agreed to with regard
     to planning, field/factory implementation, tracking, verification and other
     process responsibilities between NORTEL NETWORKS and AIRVANA in accordance
     with Appendix L. AIRVANA shall also reimburse NORTEL NETWORKS for its
     Pro-Rata Share of NORTEL NETWORKS' logistics and installation costs for
     those Products which are being replaced under this Clause 11 a) of Appendix
     C. For the purposes of this Clause, "Pro-Rata Share" shall mean a fraction,
     the numerator of which is the price at which AIRVANA sold the Product(s) in
     question to NORTEL NETWORKS, and the denominator of which is the price at
     which NORTEL NETWORKS sold the Product(s) to its Customers.

     AIRVANA shall provide, at its expense, seed stock units to support the
     retrofit program which should be complete within [**] calendar days in
     quantities determined in accordance with the following formulae:

          [**]

     Upon the request of NORTEL NETWORKS, AIRVANA shall provide NORTEL NETWORKS
     with a Minimum Field Baseline Report, which indicates the minimum
     acceptable release numbers of a Product for in-service operation. The
     reports shall provide the details of specific Product releases for each
     applicable Software load. The reports shall contain aforementioned
     information for all current and previous releases of the Products, and
     clearly indicate for both Hardware and Software:

     a.   [**]

     b.   [**]

     c.   [**]

12.  Changes Requiring NORTEL NETWORKS Approval:

     NORTEL NETWORKS will have the times notes in 14) below to respond with
     approval, objections or requests for clarification, after which NORTEL
     NETWORK will be deemed to have approved of the change. AIRVANA shall notify
     the Component Engineer of NORTEL NETWORKS at the point of re-design and
     prior to implementation of the following:

          [**]


                                       45

<PAGE>

13.  Changes Requiring Notification to NORTEL NETWORKS, But Not Requiring NORTEL
     NETWORKS Approval

     The following classes of change do not require NORTEL NETWORKS' approval
     prior to implementation. However, AIRVANA will submit notification of any
     such change to the Component Engineer of NORTEL NETWORKS prior to
     implementation. NORTEL NETWORKS will have the times notes in 14) below to
     respond with objections or requests for clarification, after which NORTEL
     NETWORK will be deemed to have accepted the change without objection.

          [**]

          Changes that meet none of the criteria in Section 12 above and would
          not reasonably come within the intent of those criteria.

14   Notification / Approval Process and Timeframes

     14.1 AIRVANA will provide NORTEL NETWORKS Component Engineering with a
          completed "AIRVANA Request for Change" form prior to the
          implementation of any change requiring approval as defined in Section
          12 of this Appendix C.

     14.2 AIRVANA Request for Change shall be provided with at least the
          following advance notification prior to implementation (the
          "Notification Period"):


                                       46

<PAGE>

<TABLE>
<CAPTION>
Type of Change:   Notification Period:   Approval or Comment Period
---------------   --------------------   --------------------------
<S>               <C>                    <C>
[**]                      [**]                      [**]
[**]                      [**]                      [**]
[**]                      [**]                      [**]
[**]                      [**]                      [**]
[**]                      [**]                      [**]
</TABLE>

     14.3 Subject to Section 14.5 below, NORTEL NETWORKS shall review the change
          within the applicable "Approval or Comment Periods" set forth above
          and notify AIRVANA within such period if it objects to the Request for
          Change.

     14.4 The nominated Component Engineer of NORTEL NETWORKS shall be
          responsible for granting and/or obtaining the approval/rejection of
          the Request for Change.

     14.5 If NORTEL NETWORKS does not object to a Request for Change within the
          Approval or Comment Period indicated in Section 14.2 above, NORTEL
          NETWORKS shall be deemed to have approved such Request for Change.

15.  Change Commitments

     Approval by NORTEL NETWORKS of any AIRVANA Request for Change does not
     waive AIRVANA's obligation, and in no way relieves AIRVANA of its
     obligation, to meet or exceed all of the Specifications for a Product.

16.  Requalification and Reports

     16.1 In the event that AIRVANA affects an approved change to the Form, Fit
          or Function of the Product, AIRVANA shall, at its own cost, requalify
          the affected portion(s) of the Product to the relevant part(s) of the
          Specifications. NORTEL NETWORKS may, at its option, request
          requalification of the Product either before or after implementation
          of the change. AIRVANA shall submit a copy of the requalification plan
          and report to NORTEL NETWORKS for review and acceptance.

     16.2 In addition, NORTEL NETWORKS may at it's own expense, require AIRVANA
          to perform an audit of the Product to demonstrate conformance to all
          the Specifications for the Product.

     16.3 Should NORTEL NETWORKS agree to requalification of the Product after
          implementation of the change and the Product fails to meet the
          Specification or the requalification report indicates incompatibility
          or adverse affects at NORTEL NETWORKS' system level, NORTEL NETWORKS
          retains the right to reject such Product change and require AIRVANA to
          (1) revert to the original Product design, or (2) effect further
          changes to meet Specification and eliminate the adverse effect on the
          NORTEL NETWORKS system.

     16.4 Should NORTEL NETWORKS not be satisfied with the results of the
          requalification report requested pursuant to section 16.1, or the test
          methodology used by AIRVANA, it may request AIRVANA to perform such
          further testing and/or reporting as it may reasonably require prior to
          approval of the requalified change.


                                       47

<PAGE>

17.  Notification

     17.1 AIRVANA shall send all notices of design changes to the following
          designated design, component engineering and procurement personnel,
          which may be amended from time to time.

          NORTEL NETWORKS Wireless Development Center
          Attention: Stephen Todd, Sr. Product Development Manager
          c/o Nortel Networks Limited
          MailStop 65D18G02
          100 Constellation Crescent
          Nepean, Ontario, CANADA
          K2G 6J8
          FAX: __________
          E-mail address: stodd@nortelnetworks.com

          NORTEL NETWORKS Component Engineering/Supply Management
          Attention: Director, Supply Management OEM Products
          Nortel Networks Inc.
          Mailstop 99113A61
          2221 Lakeside Blvd.
          Richardson, Texas 75082-4399
          FAX: 972-684-3355
          E-mail address: tuttgary@nortelnetworks.com


                                       48

<PAGE>

                                   APPENDIX D

                                DEVELOPMENT TERMS

The defined terms used in this Appendix D shall have the same meaning set forth
for such defined terms in the Agreement, unless a different or additional
meaning is set forth below.

In the event of any conflict between the terms and conditions of this Appendix
D, as pertaining to a Project and Deliverables, and the terms and conditions of
other portions of the Agreement as would apply to a Project and Deliverables,
the terms and conditions of this Appendix D shall take precedence unless
explicitly stated in this Appendix D. In the event of any conflict between the
terms and conditions of this Appendix D, as pertaining to a Project and
Deliverables, and the terms and conditions of the Statement of Work as would
apply to a Project and Deliverables, the terms and conditions of this Appendix D
shall take precedence.

PART I: DEFINITIONS

     1.   As used in this Appendix D, the Statements of Work attached hereto or
          executed hereunder (which are all part of or deemed to be a part of
          this Appendix D), unless otherwise defined:

          A.   "Background IPR" of a Party means any IPR of such Party, or any
               IPR licensed from a third-party by such Party, that is conceived,
               created, or developed prior to, or independent of any work
               performed under this Appendix D or a Project hereunder, whether
               or not such IPR is incorporated into a Deliverable. Background
               IPR also means the subject matter of such IPR;

          B.   "Confidential Information" shall have the same meaning as set
               forth in Section 15 of the Agreement, and shall additionally
               include, without limitation, the terms and conditions of this
               Appendix D and any Statement of Work, Foreground IPR, and
               Background IPR;

          C.   "Deliverables" means the information, goods and/or services
               described and itemized in any of the Statements of Work attached
               hereto or executed hereunder which are to be provided by AIRVANA,
               and which may include but are not limited to, hardware, firmware,
               software, services, and all related Documentation and design
               data, including but not limited to, design specifications,
               schematics, functional and interface specifications, acceptance
               test plans, system descriptions and technical information.
               "Deliverables" shall be treated as "Products" for all purposes of
               the Agreement with respect to any provisions of the Agreement
               that are cross-referenced in this Appendix D;

          D.   "Deliverable Acceptance Criteria" means for a Deliverable, those
               aspects of its Specification with which the Deliverable must
               conform in order to be accepted by NORTEL NETWORKS, as defined in
               the Statement of Work associated with such Deliverable;

          E.   "Delivery Date" means a date (as provided in a Statement of Work)
               upon which AIRVANA is to provide NORTEL NETWORKS with one or more
               particular Deliverables or Projects;

          F.   "Documentation" means all printed or electronic documentation,
               including updates, which AIRVANA provides or makes available with
               Deliverables;

          G.   "Exploit" or "Exploitation" means any of copying, using, selling,
               preparing derivative works of, reproducing, leasing, modifying,
               translating, licensing, sublicensing, distributing, testing,
               configuring, verifying, marketing, or maintaining tangible or
               intangible property, or performing any other commercially
               beneficial activity or having another perform any such
               commercially beneficial activity in accordance with the
               Agreement, with such property;

          H.   "Foreground IPR" means any IPR that is conceived, created,
               developed or contracted to be developed by a Party in the course
               of performing work under the Project, whether or not such IPR is
               incorporated into or infringed by the Exploitation of one or more
               Deliverables, and shall include for greater certainty all IPR
               incorporated in Deliverables that is not Background IPR.
               Foreground IPR also means the subject matter of such IPR;

          I.   "Intellectual Property Right" (IPR) means any and all rights in
               any invention, discovery, improvement, utility, model,
               copyrightable work, industrial design or mask work, algorithm,
               data structure, trade secrets or know-how, Confidential
               Information, or any idea having commercial


                                       49

<PAGE>

               value. IPR shall include all rights of whatsoever nature in
               computer software and data, all intangible rights or privileges
               of a nature similar to any of the foregoing in every case in any
               part of the world and whether or not registered, and all rights
               in any applications and granted registrations for any of the
               foregoing rights;

          J.   "Milestone" means a portion of a Project wherein one or more
               Deliverables are to be provided by AIRVANA to NORTEL NETWORKS;

          K.   "Party" means either NORTEL NETWORKS or AIRVANA; "Parties," means
               NORTEL NETWORKS and AIRVANA.

          L.   "Project" means a specific Deliverable or series of Deliverables
               as described in the Statement of Work attached hereto or executed
               hereunder, to be provided by AIRVANA to NORTEL NETWORKS in
               accordance with the terms and conditions of this Appendix D;

          M.   "Project Manager" means the representative(s) designated by each
               Party for each Project, who are collectively responsible for
               receiving and distributing Specifications and Deliverables
               defined under their respective Projects, and for discussing
               Project-related issues, as set forth in the Statement of Work;

          N.   "Specification" means a written description of the function,
               operation, performance, manufacturability, and/or other technical
               characteristics of a given Deliverable or Project, as is defined
               in the Statement of Work associated with such Deliverable or
               Project;

          O.   "Statement of Work" means the Project description and details
               agreed upon between the Parties which may be attached hereto or
               to the Agreement, each of which Statements of Work whether
               attached hereto, referenced herein or in the Agreement or
               executed hereunder, shall be deemed to form a part hereof;

          P.   "Worker" means the employees or contractors that AIRVANA and/or
               NORTEL NETWORKS uses to fulfill its obligations under this
               Appendix D; and

          Q.   "Work Plan" means the timetable that the Parties agree to follow
               in completing their obligations relating to a Project, as defined
               in the Statement of Work associated with such Project.

PART II: WORKING RELATIONSHIP

SECTION A: PROVISION AND ACCEPTANCE OF DELIVERABLES AND PROJECTS

     1.   AIRVANA shall provide NORTEL NETWORKS with the Deliverables as set out
          in the Statement of Work in accordance with the terms and conditions
          of this Appendix D and the Agreement and other details about the
          Project as set out in the Statement of Work.

     2.   AIRVANA acknowledges that time is of the essence in completing each
          Project, and that AIRVANA's failure to deliver any Project on its
          Delivery Date will result in expense and damage to NORTEL NETWORKS.
          AIRVANA shall complete each Project on time. AIRVANA shall inform the
          appropriate NORTEL NETWORKS Project Manager at its earliest possible
          opportunity of any anticipated delays in the Work Plan and of the
          actions being taken to assure completion of each Project within a
          time-period acceptable to NORTEL NETWORKS. If this Part II, Section A2
          is breached by AIRVANA, then NORTEL NETWORKS a) shall have the rights
          to modify the applicable Statement of Work pursuant to Section B of
          this Part II or b) shall have the rights set forth in Clauses 13.2
          through and including 13.5 and Clause 12.3 of the Agreement, if such
          breach is applicable to the Deliverables specified in those sections
          of the Agreement.

     3.   Upon receipt of a Deliverable from AIRVANA, NORTEL NETWORKS may accept
          the Deliverable at any time, except, however, that if a Deliverable is
          designated in the applicable Statement of Work or in the Agreement as
          being for NORTEL NETWORKS review only and not for "acceptance"
          ("Review Deliverable"), such review shall be conducted in accordance
          with Clause 4.1 of the Agreement or in accordance with other regular
          Project Team reviews occurring on a more frequent basis than as set
          forth in such Clause 4.1. Upon receipt of all the Deliverables
          comprising a Project, NORTEL NETWORKS may accept the Project at any
          time, except as


                                       50

<PAGE>

          required in Clause 13.2 of the Agreement. Subject to the foregoing
          regarding Review Deliverables, upon receipt of a Deliverable or
          Project from AIRVANA, NORTEL NETWORKS shall only accept such
          Deliverable or Project by having its Project Manager send a notice in
          writing (including by email) to AIRVANA's Project Manager.

     4.   Subject to the foregoing regarding Review Deliverables and unless a
          specific period of time to conduct tests for that Deliverable
          ("Deliverable Test Period") is specified in the Statement of Work
          describing such Deliverable, upon receipt of any of the Deliverables
          from AIRVANA, NORTEL NETWORKS shall have [**], except as required in
          Clause 13.2 of the Agreement, to conduct tests for any Deliverables to
          determine whether or not a Deliverable individually or the
          Deliverables collectively conform to the Deliverable Acceptance
          Criteria. If a specific Deliverable Test Period is specified in the
          Statement of Work, NORTEL NETWORKS shall have such period during which
          to conduct the applicable tests. If the Deliverable meets its
          Deliverable Acceptance Criteria, NORTEL NETWORKS shall accept the
          Deliverable. If the Deliverable fails to meet its Deliverable
          Acceptance Criteria, NORTEL NETWORKS may choose not to accept the
          Deliverable, and shall provide AIRVANA's Project Manager with a notice
          (including by email) stating in reasonable detail the manner in which
          the unaccepted Deliverable failed to meet such Deliverable Acceptance
          Criteria. Upon receipt of such a notice from NORTEL NETWORKS, except
          for Release 2.0 or Release 3.0 Software Deliverables, AIRVANA shall
          perform the required technical problem resolution activities set forth
          in the Statement of Work to correct the unaccepted Deliverable within
          the applicable timeframes agreed upon in the Statement of Work so that
          it meets its Deliverable Acceptance Criteria. Upon receipt of the
          adjusted Deliverable from AIRVANA, except for any Release 2.0 or
          Release 3.0 Software Deliverables and unless a specific Deliverable
          Test Period is specified in the Statement of Work, NORTEL NETWORKS
          shall again [**] to conduct tests for any Deliverables to determine
          whether or not a Deliverable individually or the Deliverables
          collectively conform to the Deliverable Acceptance Criteria. If the
          adjusted Deliverable still does not pass its Deliverable Acceptance
          Tests, NORTEL NETWORKS shall have the option of either:

               a.   requiring AIRVANA to join NORTEL NETWORKS in repeating the
                    procedure set forth in this Subsection 4;

               b.   invoking any deviation and/or waiver process set forth in
                    the applicable Statement of Work; or

               c.   modifying the applicable Statement of Work pursuant to
                    Section B of this Part II.

          For AIRVANA's first submission to NORTEL NETWORKS of Release 2.0 and
          Release 3.0 Software Deliverables (together with the 0D hardware
          deliverable), if such first submission of Release 2.0 or Release 3.0
          Software Deliverables (together with the 0D hardware deliverable) does
          not pass its respective Deliverable Acceptance Tests, NORTEL NETWORKS
          shall have the rights set forth in Clauses 13.2 through and including
          13.5 and Clause 12.3 of the Agreement;

     5.   Notwithstanding the last paragraph of Section 4 above, upon NORTEL
          NETWORKS' acceptance of all the Deliverables of a Project, NORTEL
          NETWORKS may conduct any applicable Project Acceptance Tests to
          determine whether or not the Project's Deliverables collectively meet
          any acceptance criteria applicable to such Deliverables collectively
          as set out in the associated Statement of Work (hereinafter, Project
          Acceptance Criteria). The Project Acceptance Tests shall be based on
          the Project Acceptance Criteria specified for the Project in its
          Statement of Work. If the Project fails to meet any of its Project
          Acceptance Criteria, the Parties shall apply the notification and
          perfection procedure described in Section A4 of Part II, to the entire
          Project as a whole (as opposed to any individual Deliverable) until it
          conforms with each of such Project Acceptance Criteria.


                                       51

<PAGE>

SECTION B: CHANGES TO THE STATEMENT OF WORK

     1.   At any time during a Project, NORTEL NETWORKS may submit requests to
          change any aspect of the Statement of Work, including any
          Specifications or other technical or engineering changes defined under
          the Project (a "Change Request"). All such requests shall be made in a
          Change Request that shall be provided to AIRVANA's Project Manager.

     2.   Within [**] working days following AIRVANA's receipt of a Change
          Request, AIRVANA shall respond to the requests contained in the Change
          Request by submitting to NORTEL NETWORKS one or more proposed
          modifications to the Statement of Work. Each such modification
          proposed by AIRVANA shall specify, without limitation, any impact such
          modification may have on any of the Delivery Dates, Deliverables, fees
          (if applicable), or expenses associated with the Project. Within [**]
          working days following NORTEL NETWORKS' receipt of such proposed
          modifications, NORTEL NETWORKS shall respond to such proposed
          modifications by either:

               A.   terminating this Appendix D by notice in writing, in which
                    case NORTEL NETWORKS shall be deemed to have terminated this
                    Appendix D for convenience and the obligations set forth in
                    Clause 12.2 of the Agreement shall apply;

               B.   accepting the proposed modifications, in which case the
                    Statement of Work shall be deemed to have been modified
                    accordingly; or

               C.   rejecting all the modifications proposed by AIRVANA without
                    terminating the Statement of Work, in which case both
                    Parties shall continue meeting their obligations under the
                    existing Statement of Work.

          Nothing in this Section B precludes AIRVANA from suggesting changes
          and/or additions to any aspects of a Project, including any
          Specifications defined under the Project.

SECTION C: NOTICES AND CONTACTS

Each Party shall identify one Project Manager for each Project in the applicable
Statement of Work. The Project Managers of each Party shall have overall
responsibility for their Party's development activities under a given Project
(including communications regarding activities relating to development) as may
be more specifically set forth in the Statement of Work. A Party shall give
notice (including by email) in writing of its intent to change its Project
Managers.

SECTION D: TRAINING

AIRVANA shall perform any training requirements related to Projects in
accordance with the applicable Statement of Work.

SECTION E : SAFETY OF WORKERS

Each Party shall take all steps reasonably necessary to ensure that the health
and safety of the Workers of the other Party, is not compromised while such
Workers perform work under this Appendix D at its sites. Each Party shall advise
such Workers of the rules and regulations governing their conduct at its sites.
Each Party's Workers shall abide by the rules and regulations governing their
conduct while on or at the other Party's sites.

PART III: DEVELOPMENT FEES AND PAYMENTS

SECTION A: DEVELOPMENT FEES AND EXPENSES

1.   Any fees due for Deliverables and the Projects hereunder shall be as set
     forth in the applicable Statement of Work. Unless otherwise specified in
     the applicable Statement of Work, if any fees are specified for a Project,
     AIRVANA shall not invoice NORTEL NETWORKS for the development fees for
     Deliverables provided under a Milestone until such Milestone is completed.


                                       52

<PAGE>

     A Milestone shall be deemed completed when NORTEL NETWORKS has accepted all
     the Deliverables associated with the Milestone. AIRVANA shall send invoices
     to NORTEL NETWORKS at the address set forth in the Statement of Work, or at
     such address as may be changed pursuant to such section. Invoices shall
     identify the Milestone and Deliverable for which invoiced work was done.

2.   AIRVANA shall be responsible for all taxes and duties payable, if any, in
     respect of any Deliverable acquired pursuant to this Appendix D (including
     without limitation all excise and sales taxes) except for any taxes which
     are based on NORTEL NETWORKS' income.

3.   For each Project, in no event shall NORTEL NETWORKS be liable to pay any
     development fees in excess of the fixed prices, if any, stated in the
     Statement of Work. AIRVANA acknowledges that it shall bear all expenses
     AIRVANA expects to incur in providing Deliverables and the Project to
     NORTEL NETWORKS. Consequently, NORTEL NETWORKS shall not be required to
     reimburse AIRVANA for any expenses incurred by AIRVANA in providing
     Deliverables and the Project under this Appendix D, unless such expenses
     are identified in the Statement of Work.

4.   Notwithstanding the foregoing items 1 through 3, the Parties hereby
     acknowledge that there shall be no fees due for the development work set
     forth in the first Statement of Work for the 1xEV-DO solution Project other
     than for hardware in excess of [**] units provided at no charge for NORTEL
     NETWORKS' internal use in accordance with Appendix E, and AIRVANA
     acknowledges that it shall bear all expenses that AIRVANA expects to incur
     in providing Deliverables and the Project to NORTEL NETWORKS, unless
     mutually agreed in advance by both parties to the Agreement.

PART IV: OWNERSHIP AND GRANT OF LICENSES

SECTION A: IPR OWNERSHIP

Except as expressly agreed upon by the Parties in the applicable Statement of
Work or otherwise, all Foreground IPR, including Foreground IPR incorporated in
Deliverables, shall be owned by the Parties in accordance with Clause 22.1 of
the Agreement.

Background IPR of a Party, including any Background IPR incorporated in
Deliverables, shall remain the exclusive property of such Party as set forth in
Section 22 of the Agreement.

SECTION B: GRANT OF LICENSES

Except as expressly provided in the applicable Statement of Work or as agreed in
writing otherwise between the Parties, and where Deliverables and/or Projects
embody or incorporate Deliverables which embody or incorporate Background IPR
and Foreground IPR which belong to AIRVANA, AIRVANA hereby grants to NORTEL
NETWORKS a non-exclusive, perpetual, personal, non-transferable, non-assignable,
indivisible, fully paid-up, license to use, modify, reproduce, integrate,
import, market, sell, offer for sale, lease, offer for lease, sublicense or
otherwise furnish any products and/or services that are either the subject
matter of, or otherwise incorporate, (1) AIRVANA's Background IPR, but only to
the extent that such license is necessary to Exploit Foreground IPR owned by
AIRVANA, whether or not such Foreground IPR is incorporated in Deliverables, and
(2) the Foreground IPR owned by AIRVANA, but in either case of the foregoing
items (1) or (2) only to the extent that such license is necessary to use,
integrate, market, distribute, lease, hire, sell (including installation),
resell and maintain or have maintained the NORTEL NETWORKS' products and
services, as applicable.


                                       53

<PAGE>

NORTEL NETWORKS hereby grants to AIRVANA a non-exclusive, fully paid-up,
worldwide, non-transferable, indivisible, personal license for the term of this
Appendix D, subject to the provisions of the Agreement and the terms of the
applicable Statement of Work to use, modify, prepare derivative works based on,
and copy Background IPR provided by NORTEL NETWORKS pursuant to the Project.
Such license shall be limited to and solely for the purposes of AIRVANA
fulfilling its obligations under this Appendix D, the Agreement and the
applicable Statement of Work.

PART V: TITLE AND RISK OF LOSS

Except as otherwise provided for in this Appendix D regarding ownership, title
and risk of loss or damage to tangible Deliverables ordered under this Appendix
D shall pass to NORTEL NETWORKS in accordance with Clause 7.4 of the Agreement.

PART VI: WARRANTIES AND LIMITATIONS

AIRVANA represents and warrants to NORTEL NETWORKS that the Deliverables shall
be created under this Appendix D in a highly professional manner in keeping with
reasonable industry practice and that the Deliverables will conform to the
Specifications. AIRVANA represents and warrants that it: (a) is the sole and
exclusive owner of Deliverables and the IPR therein or has obtained all rights
and waivers necessary to grant the rights, title and interests granted to NORTEL
NETWORKS under this Appendix D or contemplated under this Appendix D, that it
has the authority to enter into this Appendix D and that the Deliverables and
the IPR it provides to NORTEL NETWORKS under this Appendix D, including
Foreground IPR incorporated in Deliverables, do not infringe any third-party
IPR; (b) has the free, clear and absolute right to sell, transfer, assign and
convey the same to NORTEL NETWORKS, to the extent agreed upon the Parties herein
or in the Statement of Work; (c) has obtained and possesses the written waiver
of any and all moral rights which may be held by all creators of Deliverables,
including AIRVANA's Workers; and (d) has obtained and possesses the written
agreement of all creators of Deliverables, including AIRVANA's Workers, selling,
transferring, assigning and conveying to AIRVANA unrestricted and complete
right, title and interest in such persons' contributions to Deliverables and the
IPRs in and related to such contributions (including, without limitation, the
unrestricted right of AIRVANA to further sell, transfer, license, assign and
convey such right, title and interest to NORTEL NETWORKS).

PART VII: TERM AND TERMINATION

SECTION A: TERM AND TERMINATION OF APPENDIX D

     1.   NORTEL NETWORKS shall have the right, in the sole exercise of its
          discretion and upon twenty (20) days prior written notice to AIRVANA,
          to terminate this Appendix D for convenience except as may be
          otherwise set forth for the 1xEV-DO solution Project in Section 12 of
          the Agreement. In such an event for any Projects other than the
          1xEV-DO solution Project, the terms and conditions of Section B of
          this Part VII shall define the termination rights of the Parties.

     2.   In the event of any material breach of this Appendix D, except as may
          be otherwise set forth for the 1xEV-DO solution Project in Section 12
          of the Agreement, the non-breaching Party may terminate the terms of
          this Appendix D by giving [**] days prior written notice to the other
          Party. This Appendix D shall not, however, terminate if the other
          Party has cured the breach prior to the expiration of such [**] day
          period. If this Appendix D is terminated under this Section A2, the


                                       54

<PAGE>

          terms and conditions of Section C of this Part VII shall define the
          termination rights of the Parties except that Section 12 of the
          Agreement shall define the termination rights of the Parties for the
          1xEV-DO solution Project.

     3.   Intentionally Omitted.

     4.   Sections 12.5 and 12.6 of the Agreement shall respectively govern the
          rights of the Parties in the event of insolvency or bankruptcy of a
          Party, provided, however, that in the event AIRVANA becomes insolvent
          or is declared bankrupt and this Appendix D and/or the applicable
          Statement of Work is rejected by a trustee in bankruptcy, then if
          NORTEL NETWORKS elects to continue exercising any of the rights
          granted herein, such trustee shall:

               a.   provide to NORTEL NETWORKS all Deliverables and related
                    materials and Documentation AIRVANA is obligated to provide
                    under this Appendix D, and;

               b.   continue to recognize the licenses granted to NORTEL
                    NETWORKS under this Appendix D.

          Unless and until the trustee rejects this Appendix D or the applicable
          Statement of Work, the trustee shall act in accordance with the terms
          and conditions of this Appendix D or the applicable Statement of Work.

     5.   In addition to and subject to this Part VII, Part I entitled
          "DEFINITIONS", Part IV entitled "OWNERSHIP AND GRANT OF LICENSES", and
          Part VI entitled "WARRANTIES AND LIMITATIONS," shall survive
          termination of this Appendix D or the applicable Statement of Work.

SECTION B: TERMINATION FOR CONVENIENCE

     1.   Except as set forth in Section 12 of the Agreement for the 1xEV-DO
          solution Project or as may otherwise be set forth in the applicable
          Statement of Work for other Projects, if NORTEL NETWORKS terminates an
          incomplete Project for convenience, or is deemed under this Appendix D
          to have terminated for convenience, all of the following shall apply:

          A.   All rights and licenses granted in or under such incomplete
               Project pursuant to this Appendix D by each Party to the other
               shall terminate, with the exception of 1) those rights and
               licenses granted from AIRVANA to NORTEL NETWORKS to use or
               Exploit those Deliverables already delivered under the Work Plan
               as set forth in the applicable Statement of Work, including any
               of those Deliverables delivered in incomplete form if NORTEL
               NETWORKS has paid for such incomplete Deliverables or is
               obligated to pay under this Part VII, Section B.1(c) below and 2)
               those licenses granted under Part IV, B.2 to the extent necessary
               to allow AIRVANA to continue to meet its obligations;

          B.   In the case where NORTEL NETWORKS has paid fees for development
               in accordance with the applicable Statement of Work AIRVANA shall
               immediately cease any Exploitation of the incomplete Project
               Deliverables, including those Deliverables which AIRVANA has not
               yet delivered to NORTEL NETWORKS, and within [**] Days of such
               termination, shall deliver to NORTEL NETWORKS all copies and
               portions of such Deliverables as well as all related materials
               and Documentation in its possession; and

          C.   If development fees have been agreed upon for the Project, NORTEL
               NETWORKS shall pay to AIRVANA:

               1)   all amounts then invoiced for the incomplete Project but not
                    yet paid;

               2)   all amounts then owing for accepted Deliverables for which
                    invoices have not yet been issued, such amounts being based
                    on the fixed prices listed for the applicable Milestones in
                    the applicable Statement of Work; and

               3)   all amounts owing for work applied by AIRVANA to unaccepted
                    Deliverables for the current Milestone, such amounts being
                    based on (iii.1) the most favorable consulting


                                       55

<PAGE>

                    rates being currently charged by AIRVANA for similar work it
                    does for other parties, and (iii.2) the amount of time and
                    material actually expended by AIRVANA in performing such
                    work, and such amounts being no greater than the agreed-upon
                    maximum fixed price for such Deliverables as set out in the
                    applicable Statement of Work.

SECTION C: TERMINATION FOR MATERIAL BREACH

     1)   Except as set forth in Section 12 of the Agreement for the 1xEV-DO
          solution Project or as may otherwise be set forth in the applicable
          Statement of Work for other Projects, if NORTEL NETWORKS terminates an
          incomplete Project because of AIRVANA's uncured material breach under
          Section A.2 of this Part VII, or in accordance with Clause 12.5 of the
          Agreement, the applicable Statement of Work shall terminate and the
          following shall apply:

               a.   all rights and licenses granted in or under such incomplete
                    Project pursuant to this Appendix D by NORTEL NETWORKS to
                    AIRVANA shall terminate with the exception of AIRVANA's
                    rights of ownership granted in accordance with Part IV,
                    Section A.1 of this Appendix D in certain of the Foreground
                    IPR delivered hereunder, including such Foreground IPR
                    incorporated in completed Deliverables and whether or not
                    such Foreground IPR was developed by AIRVANA with use of
                    NORTEL NETWORKS' Background IPR;

               b.   In the case where NORTEL NETWORKS has paid fees for
                    development in accordance with the applicable Statement of
                    Work, AIRVANA shall immediately cease any Exploitation of
                    the incomplete Project Deliverables, including those
                    Deliverables which AIRVANA has not yet delivered to NORTEL
                    NETWORKS, and within [**] Days of such termination, deliver
                    to NORTEL NETWORKS all copies and portions of such
                    Deliverables as well as all related materials and
                    Documentation in its possession; and

               c.   Any other remedies agreed upon by the parties in the
                    applicable Statement of Work.

     2)   Except as set forth in Section 12 of the Agreement for the 1xEV-DO
          solution Project or as may otherwise be set forth in the applicable
          Statement of Work for other Projects, if AIRVANA terminates an
          incomplete Project because of NORTEL NETWORKS' uncured material breach
          or in accordance with Clause 12.6 of the Agreement, all of the
          following shall apply:

               a.   all rights and licenses granted in or under such incomplete
                    Project pursuant to this Appendix D by each Party to the
                    other shall terminate, with the exception of (1) those
                    rights and licenses granted from AIRVANA to NORTEL NETWORKS
                    to use or Exploit those Deliverables already delivered under
                    the Work Plan as set forth in the applicable Statement of
                    Work, including any of those Deliverables delivered in
                    incomplete form if NORTEL NETWORKS has paid for such
                    incomplete Deliverables or is obligated to pay under this
                    Part VII, Section 2.(c) below and (2) the licenses granted
                    under Part IV, B.2 to the extent necessary to allow AIRVANA
                    to continue to meet its obligations;

               b.   Intentionally omitted

               c.   In the case where NORTEL NETWORKS has agreed to pay fees for
                    development in accordance with the applicable Statement of
                    Work, NORTEL NETWORKS shall pay to AIRVANA all amounts
                    AIRVANA would have been owed at the end of the current
                    Milestone had AIRVANA provided NORTEL NETWORKS all such
                    Milestone's Deliverables in accordance with the Work Plan of
                    such incomplete Project, less the amounts NORTEL NETWORKS
                    has already paid to AIRVANA under this Appendix D for such
                    incomplete Project.

PART VIII: INDEMNIFICATION AGAINST INFRINGEMENT CLAIMS

The terms and conditions set forth in Section 23 (entitled "Intellectual
Property Rights Infringement Indemnification") of the Agreement shall apply to
the Background IPR, Foreground IPR and the Deliverables which AIRVANA provides
to NORTEL NETWORKS under this Appendix D, as if such terms were inserted in
place of the term "Products" within such Section 23.


                                      56

<PAGE>

PART IX: CONFIDENTIAL INFORMATION

The terms and conditions set forth in Section 15 (entitled "Confidential
Information") of the Agreement shall apply to the Confidential Information, as
defined in this Appendix D, provided by the Parties to each other under this
Appendix D.


                                       57
<PAGE>

                                   APPENDIX E

                             STATEMENT OF WORK NO. 1
                                       FOR
                            1XEV-DO SOLUTION PROJECT

The Statement of Work No. 1 shall be that certain document entitled "1x EV-DO
Development and Test Statement of Work", Version 1.0, together with this
Appendix E. This document defines the scope of work and deliverables for the
development and test of the 1xEV-DO network solution between NORTEL NETWORKS and
AIRVANA. AIRVANA shall provide the necessary labor, material, facilities,
program management, data, equipment, software, services, travel, and other items
necessary to successfully design, develop, manufacture, integrate, test and
deliver the 1xEV-DO network solution in accordance with the above-referenced
Statement of Work and other applicable documents referenced in such Statement of
Work.

There shall be no non-recurring engineering charges to NORTEL NETWORKS
applicable to the Statement of Work No. 1.

Time is of the essence in this development and deployment of this network as set
forth in the Statement of Work No. 1.

AGREEMENT OF THE PARTIES REGARDING DOMS TO BE ORDERED FOR NORTEL NETWORKS'
INTERNAL USE:

AIRVANA hereby provides NORTEL NETWORKS with a credit for a quantity of [**]
MetroCell Data Only Module Products (DOMs). Any additional such DOMs which
NORTEL NETWORKS requires for its internal use shall be purchased by NORTEL
NETWORKS, invoiced and paid by one of the following options which NORTEL
NETWORKS, in its discretion, will choose at the time the order for such
additional DOMs is placed:

For DOMs shipped prior to December 31, 2002:

Option 1: NORTEL NETWORKS will purchase such DOMs at the price set forth in
Appendix A. AIRVANA shall invoice NORTEL NETWORKS upon shipment with [**]% of
such invoice amount due in accordance with Clause 7.2 of the Agreement, and the
remaining [**]% shall be due from NORTEL NETWORKS no later than the later of
January 21, 2003.

Option 2: NORTEL NETWORKS will purchase such DOMs at the price set forth in
Appendix A less a [**]% discount. AIRVANA shall invoice NORTEL NETWORKS upon
shipment for the entire amount, which invoice will be paid in accordance with
Clause 7.2 of the Agreement.

For DOMs shipped after December 31, 2002:

NORTEL NETWORKS will purchase such DOMs at the price set forth in Appendix A and
payment by NORTEL NETWORKS shall be in accordance with Clause 7.2 of the
Agreement.

AGREEMENT OF THE PARTIES REGARDING SOFTWARE TO BE PROVIDED FOR NORTEL NETWORKS'
INTERNAL USE:

All Software required by NORTEL NETWORKS for its internal use during the
development and testing activities set forth in the Statement of Work shall be
provided free of charge by AIRVANA.

PRODUCT INTEGRITY TESTING

Product Integrity testing of the DOM (together with the NORTEL NETWORKS
MetroCell product) will be conducted by NORTEL NETWORKS at NORTEL NETWORKS'
expense in accordance with the Specifications using whatever quantity of DOMs
are required in NORTEL NETWORKS discretion. In the


                                       58

<PAGE>

event that the DOM fails such Product Integrity testing, AIRVANA shall perform
the required technical problem resolution activities set forth in the Statement
of Work to correct such failures in all DOMs provided by AIRVANA to NORTEL
NETWORKS for its internal purposes as described in the section above within the
applicable timeframes agreed upon in the Statement of Work so that all the DOMs
meet the applicable Specifications. Any second or more occurrences of Product
Integrity testing of the DOM (together with the NORTEL NETWORKS MetroCell
product) shall be conducted by NORTEL NETWORKS and the costs and expenses of
each such additional retestings of Product Integrity, including without
limitation as to the nature of such costs and expenses, product integrity
laboratory charges, labor, equipment, rents required to support the tests, shall
be paid as follows:

-    If the failure leading to the retesting was a failure in the DOM only,
     AIRVANA shall pay all of the above costs and expenses for the additional
     testing, including replacement by AIRVANA of additional DOMs at no cost if
     required due to breakage or malfunction during the preceding testing which
     is having to be repeated

-    If the failure leading to the retesting was a failure in both the DOM and
     the MetroCell product, the Parties shall share the costs and expenses of
     such additional testing on a pro rata basis to the same extent as the DOM
     or MetroCell product caused the failure and requirement for retesting

-    If the failure leading to the retesting was a failure in the MetroCell
     product only, NORTEL NETWORKS shall pay all of the above costs and expenses
     for the additional testing.

In the event that AIRVANA is responsible for such additional costs and expenses
in accordance with the above, AIRVANA shall directly pay for such costs to the
suppliers of the relevant services and/or facilities.

LIST OF BACKGROUND IPR OF THE PARTIES

The following tables identify the Background IPR which each Party contends is
applicable to this Statement of Work No. 1 for the 1xEV-DO solution Project. The
Parties may add Background IPR to this list at any time prior the conclusion of
the Project. The identification of such Background IPR shall not be deemed to be
conclusive against the other Party or an admission or agreement by the other
Party with respect thereto but only as an identification of Background IPR
claimed by the Party listing it:

<TABLE>
<CAPTION>
DELIVERABLE   AIRVANA'S BACKGROUND INTELLECTUAL   NORTEL NETWORKS' BACKGROUND
DESCRIPTION                PROPERTY                  INTELLECTUAL PROPERTY
-----------   ---------------------------------   ---------------------------
<S>           <C>                                 <C>
[**]                         [**]                              [**]
                             [**]
[**]                                                           [**]
[**]                                                           [**]
</TABLE>


                                       59

<PAGE>

<TABLE>
<CAPTION>
                            AIRVANA'S LIST OF THIRD PARTY   NORTEL NETWORKS' LIST OF THIRD
DELIVERABLE                   IPR INCLUDED IN AIRVANA'S      PARTY IPR INCLUDED IN NORTEL
DESCRIPTION   THIRD PARTY          BACKGROUND IPR              NETWORKS' BACKGROUND IPR
-----------   -----------   -----------------------------   ------------------------------
<S>           <C>           <C>                             <C>
[**]              [**]                                                   [**]
                  [**]                   [**]
                  [**]                   [**]
                  [**]                   [**]
                  [**]                   [**]
                  [**]                   [**]
                  [**]                   [**]
                  [**]                   [**]
                  [**]                   [**]
</TABLE>


                                       60

<PAGE>

                                   APPENDIX F

                              Intentionally Omitted


                                       61

<PAGE>

                                   APPENDIX G

                                   EDI AND TDI

1.0  PART I: ELECTRONIC DATA INTERCHANGE ("EDI") TRANSMISSION

1.1  This Part I of this Appendix G contemplates EDI transmissions of
     information and Orders, Blanket Orders, Transaction Set 850 Releases or
     EDIfact P.O. Releases (collectively, in this Appendix G, "Orders"),
     acknowledgments and invoices. The EDI transactions shall be governed by the
     Agreement, as modified by this Part I of Appendix G. This Part I of
     Appendix G shall not apply to Orders delivered solely in hard copy document
     form.

1.2  EDI transactions shall be made through a third-party computer network with
     which NORTEL NETWORKS and AIRVANA have a services agreement ("Network").
     EDI transactions shall be made in accordance with the version of either 1)
     the American National Standards Institute ("ANSI") Business Data
     Interchange Standards ANSI X12, or 2) Electronic Data Interchange for
     Administration, Commerce and Transportation ("EDIfact") version, which
     NORTEL NETWORKS then utilizes at the time of transaction (which the parties
     acknowledge as of the Effective Date NORTEL NETWORKS preferred version is
     EDIfact Issue No. D97A), inclusive of transaction sets or comparable
     EDIfact electronic messages, data dictionary, data elements and
     transmission control. Each party shall be responsible for its respective
     costs incurred in sending and receiving EDI transmissions.

1.3  AIRVANA shall access at least [**] on each business day, or more often as
     mutually agreed upon between the Nortel Networks Company purchasing
     location and AIRVANA, the Network to determine whether it has received any
     Orders (ANSI X12, Transaction Set 850 or EDIfact 2.0 ORDERS). A functional
     Acknowledgment of Receipt of Transmission (ANSI X12, Transaction Set 997)
     or an EDIfact functional Acknowledgement Receipt of P.O. Message (EDIFACT
     FUNACK) shall be transmitted immediately upon receipt of an EDI Order. A
     full Transaction Acknowledgment (ANSI X12, Transaction Set 855 or EDIfact
     ORDSP) shall be transmitted by AIRVANA within [**] business days after
     transmittal of the functional Acknowledgment of Receipt of Transmission.
     Each Order shall contain and each full Transaction Acknowledgment shall
     confirm the Price, quantity, Product description by part number, Delivery
     Location, location to which the invoice shall be rendered for payment,
     method of shipment, and Shipping Date.

1.4  To reschedule, cancel or otherwise change an Order, NORTEL NETWORKS shall
     transmit a Purchase Order Change (ANSI X12, Transaction Set 860 or EDIfact
     ORDCHG) and AIRVANA shall transmit a Purchase Order Change Acknowledgment
     (ANSI X12, Transaction Set 865 or EDIfact ORDSP) to the appropriate Nortel
     Networks Company within [**] business days after receipt by AIRVANA of the
     Purchase Order Change.

1.5  Any Forecast information shall be sent using ANSI X12, Transaction Set 830
     with a quantity status code of "D" shown in the applicable time period
     field or EDIfact DELFOR with a delivery plan status indicator of 4. A
     Transaction Set 830 Release (ANSI X12, Transaction Set 830 with a quantity
     status code of "C" shown in the applicable time period field on such
     Transaction Set) or EDIfact DELFOR with a delivery plan status indicator of
     1 shall be transmitted by NORTEL NETWORKS to confirm a Shipping Date for
     specific quantities of Product covered by a Blanket Order, where NORTEL
     NETWORKS requires AIRVANA to send an Advanced Shipment Notice (ANSI X12,
     Transaction Set 856 or EDIfact DESADV) prior to shipment. Upon receipt of
     such Transaction Set 830 Release or EDIfact DELFOR, AIRVANA shall transmit
     to NORTEL NETWORKS such Advanced Shipment Notice not less than the number
     of days agreed upon between the Delivery Location and AIRVANA prior to
     shipment of the quantity of Product covered by such Transaction Set 830
     Release or EDIfact DELFOR.


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<PAGE>

1.6  The Nortel Networks Company, ordering under the Agreement, shall access at
     least [**] on each business day the Network to determine whether it has
     received any "Invoices" (ANSI X12, Transaction Set 810 or EDIfact INVOIC).
     A functional Acknowledgment of Receipt of Transmission (ANSI X12,
     Transaction Set 997 or comparable EDIfact electronic message) shall be
     transmitted immediately upon receipt of an Invoice.

1.7  NORTEL NETWORKS shall not have any liability to AIRVANA for Orders or
     Invoices erroneously transmitted to or received by AIRVANA due to the
     malfunction of or a defect in the Network or other causes beyond NORTEL
     NETWORKS' reasonable control. If AIRVANA receives a distorted EDI
     transmission, AIRVANA shall immediately contact the Network to reject the
     distorted transmission and request that such transmission be resent. If
     AIRVANA receives an Order by EDI transmission stating a quantity and/or
     price significantly higher or lower than the typical quantity and/or price
     shown on Orders issued by that Nortel Networks Company ordering location,
     AIRVANA shall immediately contact such ordering location to confirm the
     accuracy of the electronically transmitted Order.

1.8  Each party shall adopt as its signature an electronic identification
     consisting of symbol(s) or code(s) which shall be affixed to or contained
     in each document transmitted by such party ("Signatures"). Each party
     agrees that its Signature shall be sufficient to verify that such party
     originated and authorized such document. Neither party shall disclose the
     Signature of the other party to any unauthorized third party.

1.9  Any document properly transmitted pursuant to this Part I of Appendix G
     shall be deemed to be a "writing" or "in writing", and any such document
     when containing, or to which there is affixed, a Signature ("Signed
     Documents") shall be deemed for all purposes (a) to have been duly
     authorized and executed and (b) to constitute an "original" when printed
     from electronic files or records established and maintained in the normal
     course of business. The parties agree not to contest the validity or
     enforceability of Signed Documents under the provisions of any applicable
     law relating to whether certain agreements are to be in writing or signed
     by the party to be bound thereby. Signed Documents, if introduced as
     evidence on paper in any judicial, arbitration, mediation or administrative
     proceedings, shall be admissible as between the parties to the same extent
     and under the same conditions as other business records originated and
     maintained in documentary form.

                                     PART II
                 TECHNICAL DATA INTERCHANGE ("TDI") TRANSMISSION

2.0  PART 2: TECHNICAL DATA INTERCHANGE ("TDI") TRANSMISSION

2.1  This Part II of Appendix G contemplates the electronic transmission of
     various types of data files, including but not limited to engineering and
     material specifications, drawings, computer-aided designs ("CADs"), models,
     plot and flat files ("Technical Data Interchange" or "TDI"). The TDI
     transmissions between each Nortel Networks Company and AIRVANA shall be
     governed by the Agreement and this Part II of Appendix G.

2.2  AIRVANA will provide to NORTEL NETWORKS a special 24-hour secure
     shell-based file transfer protocol ("FTP") site for immediate access. The
     parties shall cooperate in adequately testing the FTP site prior to its
     implementation. The FTP site can also be used to transfer TDI between
     NORTEL NETWORKS and AIRVANA for technical support and review. The FTP site
     will be secure by providing an encrypted link for transmitting confidential
     information over the public network, ensuring access to the site is limited
     to AIRVANA and NORTEL NETWORKS employees or designated contractors on a
     need-to-know basis and password limited. Required passwords shall meet
     NORTEL NETWORKS standards for password requirements (NORTEL NETWORKS
     Corporate Standard 10013.00), a copy of which can be made available to
     AIRVANA upon request under appropriate confidentiality terms, or, if
     required passwords do not meet such standards, the applicable password
     rules of AIRVANA must be approved by NORTEL NETWORKS. AIRVANA shall treat
     each TDI transmission as Confidential Information under the applicable
     provisions of the Agreement.


                                       63

<PAGE>

2.3  Specific technical requirements for the software or servers to be used may
     be specified by NORTEL NETWORKS in the applicable Statement of Work or
     elsewhere in writing.


                                       64

<PAGE>

                                   APPENDIX H

                                QUALITY STANDARDS

1.   Each of AIRVANA's facilities supplying Product to NORTEL NETWORKS shall
     take all necessary steps to achieve and maintain the status of a fully
     certified NORTEL NETWORKS Supplier and shall use Reasonable Efforts to meet
     NORTEL NETWORKS' requirements for certification as set forth in Appendix I.

2.   AIRVANA shall obtain and maintain the applicable ISO compliance for its
     facilities in accordance with Clause 4.5 of the Agreement.

3.   Each of AIRVANA's facilities supplying Product to NORTEL NETWORKS shall
     allow NORTEL NETWORKS reasonable access during normal business hours to
     their facilities and data for source inspection or process audits provided
     that in such cases NORTEL NETWORKS personnel involved shall be subject to
     AIRVANA's normal safety, security and confidentiality requirements and
     shall not unreasonably interfere with the business operations of AIRVANA.
     Should NORTEL NETWORKS reasonably believe that a source inspection is
     necessary, such inspection may include a review of any and/or all
     functional tests.

4.   AIRVANA agrees to respond to quality concerns expressed by NORTEL NETWORKS,
     following receipt from NORTEL NETWORKS of appropriate data and suspect
     material, in the following manner:

          (a)  verbally within [**]; or

          (b)  in writing within [**].

5.   All items of Product shall have an annualized return rate as specified in
     the "1xEV-DO Network Solution OEM Minimum Requirements Specification",
     Version 1.0:

6.   AIRVANA agrees to monitor and report to NORTEL NETWORKS Product reliability
     on a [**] basis for the purpose of determining the return rates set forth
     in Clause 5 above. NORTEL NETWORKS shall have the right to audit these
     reports at its discretion. Such audit shall be performed by qualified
     NORTEL NETWORKS personnel and shall be performed at NORTEL NETWORKS' cost.

7.   During the period in which an item of Product exceeds the required return
     rate all returns of such Product above the greater of: a) [**] percent
     ([**]%) higher than the annualized return rate specified in the 1xEV-DO
     Network Solution OEM Minimum Requirements Specification, Version 1.0, or b)
     [**] percent ([**]%), returned products shall be repaired or replaced free
     of charge if during the warranty, or have a credit issued for the amount of
     the repair/replacement charge set out in Appendix A if out of warranty and
     not covered by ongoing annual maintenance extension. All such repairs
     and/or replacements shall be warranted for the greater of (i) a [**] day
     warranty period or (ii) the balance of the outstanding warranty period.
     AIRVANA shall also reimburse NORTEL NETWORKS for its Pro-Rata Share of
     NORTEL NETWORKS' field engineering replacement costs for those DOM units
     which exceed the greater of: a) [**] percent ([**]%) higher than the
     annualized return rate specified in the 1xEV-DO Network Solution OEM
     Minimum Requirements Specification, Version 1.0, or b) [**] percent
     ([**]%), For the purposes of this Clause 7 of this Appendix H, "Pro-Rata
     Share" shall mean a fraction, the numerator of which is the price at which
     AIRVANA sold the DOM units in question to NORTEL NETWORKS, and the
     denominator of which is the price at which NORTEL NETWORKS sold such DOM
     units to its Customers.

8.   AIRVANA agrees to monitor and report on Product reliability (including MTBF
     statistics as determined by AIRVANA and agreed with NORTEL NETWORKS)
     through laboratory testing comprising simulated life tests and periodic
     Product requalification.

9.   If AIRVANA, acting reasonably, agrees with NORTEL NETWORKS that there are
     grounds to believe there is a significant quality problem, NORTEL NETWORKS'
     personnel may be placed into AIRVANA's


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<PAGE>

     manufacturing processes (for the purpose of performing or monitoring such
     processes) to ensure that the resultant Products meet NORTEL NETWORKS'
     quality requirements, subject to the restrictions on personnel set out in
     Clause 3 of this Appendix H. The foregoing would occur at NORTEL NETWORK'S
     expense.

10.  AIRVANA shall also a) meet any ship product quality levels (SPQL) for the
     Products as may be set forth in the applicable Statement of Work or the
     Specifications, including the performance by AIRVANA of ESS as required
     therein, and b) perform any other root cause analysis on failed Products as
     may be set forth in the applicable Statement of Work or the Specifications.


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<PAGE>

                                   APPENDIX I

                 NORTEL NETWORKS SUPPLIER CERTIFICATION CRITERIA

NORTEL NETWORKS CORPORATE STANDARDS, latest issue:

180.40 - Supplier Capability, Qualification and Certification Program

180.50 - Supplier Capability Assessment Process

180.51 - Supplier Capability Questionnaire

180.60 - Commodity/Supplier Introduction and Qualification Process

180.90 - Supplier Certification Process


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<PAGE>

                                   APPENDIX J

                              INTENTIONALLY OMITTED


                                       68

<PAGE>

                                   APPENDIX K

                              INTENTIONALLY OMITTED


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<PAGE>

                                   APPENDIX L

                          FIELD UPGRADES AND RETROFITS

1.   SCOPE

     This Appendix L outlines a joint NORTEL NETWORKS/AIRVANA process for
     application of field upgrades and retrofits. It provides the basis for day
     to day retrofit planning, retrofit cost sharing (except with respect to
     cost sharing for those retrofits required in accordance with Section 11 of
     Appendix C or Section 7 of Appendix H) and field/factory implementation
     across all governing contracts in place as of the Effective Date of the
     Agreement.

     This Joint Process also outlines the requirements for tracking and
     verification of completed retrofit activity such that NORTEL NETWORKS and
     AIRVANA will be able to understand and estimate the potential liabilities.

2.   RETROFIT ADMINISTRATION

     AIRVANA and NORTEL NETWORKS shall convene a joint operating team to act as
     the sole administrators of the joint retrofit process ("Joint Retrofit
     Team"). The team will be comprised of appropriate individuals from both
     companies, a team chairperson at each company and the required field
     engineering, analysts and finance personnel of each company.

2.1  Retrofit Initiating Sources

     Both AIRVANA and NORTEL NETWORKS convene "Change Control Boards" or "Review
     Boards". Applicable Drawing Change Requests ("DCRs") or Engineering Changes
     ("ECs") that require Products in the field to be revised will initiate
     candidates for the joint retrofit process ("JRP"). In addition, quality
     alerts that impact each company to a similar degree may initiate a JRP.

3.   RETROFIT INITIATION

     DCRs and ECs classified as "field impacting" will initiate field upgrades.
     Typically either a Change Control Board or Review Board will evaluate and
     make the classification. Any determination of a valid retrofit requirement
     will be made and agreed upon by both NORTEL NETWORKS and AIRVANA. The
     outstanding agreed upon retrofit list shall be maintained on a regular
     basis and made available to the Joint Retrofit Team and its supporting
     organizations in both companies.

4.   RETROFIT ANALYSIS

     Retrofits will be analyzed by the Joint Retrofit Team. Analysis will be
     completed, using the NORTEL NETWORKS/AIRVANA Joint Authorization Form (as
     described in Clause 4.7 below) for each retrofit.

     The following steps define the process for assessing and developing the
     retrofit strategy, plan and implementation.


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4.1  Data Gathering

4.1.1 Fielded Population: The information gathered in field population estimates
     must reflect Products shipped and delivered to Customers; Products not yet
     shipped/delivered do not fall under the responsibility of the retrofit
     process; any upgrades prior to delivery to Customer are at the sole expense
     of the AIRVANA

4.1.2 Documentation Required to Initiate as Retrofit: Ensure the controlling DCR
     and EC are completed and in place.

4.1.3 Determination of Priority: Define the impact of the issue on the
     Customer's Product performance. The impact will aid in the scheduling of
     the retrofit activity (i.e. high impact items are a priority). This
     explanation should be included in the impact section in the EC or DCR and
     carried forward on the NORTEL NETWORKS/AIRVANA Joint Authorization Form in
     the appropriate location.

4.2  Acceptable retrofit strategies are:

4.2.1 Replacement: The units in the field will be fully replaced with i) new
     units, ii) modified units from stock if mutually agreed upon in the Joint
     Authorization Form, or iii) otherwise repaired units provided that 1) use
     of such repaired units is mutually agreed upon in the Joint Authorization
     Form and 2) AIRVANA extends the warranty to the equivalent of new.

4.2.2 Repair and Return: Units in the field will be returned to the repair
     facility to be upgraded. Advance replacement is a variation where
     replacements are sent to the field before the fielded item is returned for
     repair. All upgrades shall be Backward Compatible.

     Note: For "repair and return", a mutually agreed upon quantity of "float
     stock" will be made available to recycle through the field and repair
     facilities. "Float stock" is an advance replacement item that is directly
     associated with a corresponding pending repair. Float stock size and
     residual value will be determined as part of the retrofit analysis.

4.2.3 Field Modification: In specific cases, it may be possible to upgrade units
     in the field. Upgrade kits will be sent to the field for field application.
     All upgrades shall be Backward Compatible.

     Note: For all retrofit strategies, units in the field, whether being
     scrapped or repaired, will be made available, at the original
     manufacturer's discretion, to the original manufacturer for disposition.
     The number of units returned and/or repaired should equal the shipped
     number of retrofit units. In all cases, the number of units returned and/or
     repaired should equal the original quantity shipped subject to the retrofit
     in question.

4.3  Change Application Procedure (CAP)

     NORTEL NETWORKS will be prime for development of a documented change
     application procedure for each field retrofit. In each case, the non-prime
     company reserves the right to review as well as present alternatives to the
     procedures developed by the prime. Further, all CAPs must be mutually
     agreed to prior to its acceptance as the official retrofit procedure.

     The CAP document includes detailed methodology for field applications to
     include preparation, required equipment, the change procedure on site,
     kit/material identification, testing after the change, labor hour content
     and any special logistics, etc.


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<PAGE>

4.4  Cost Estimates

     Cost estimates shall be completed by the Joint Retrofit Team prior to
     initiating a retrofit as part of completing the NORTEL NETWORKS/AIRVANA
     Joint Authorization Form. The change application procedure will serve as
     the basis for the buildup of the retrofit costs.

     The cost estimate should reflect a "standard" cost for the retrofit,
     primarily consisting of labor and material directly associated with the
     retrofit work. The estimates must be specific to the work being performed;
     indirect efforts associated with the retrofit (i.e. administrative support,
     travel costs, management, etc.) are specifically excluded.

     The "costs" as reflected in the estimates are to represent the reasonable
     value of the material and labor associated with the retrofit; the
     reasonable value shall be exclusive of any profit.

     The estimates will be reviewed and approved per the matrix as specified in
     the Joint Authorization Form. Once approved, the estimates will serve as
     the basis for the allocation of the retrofit work between the two
     companies. The goal of the Joint Retrofit Team is to allocate the work
     associated with each specific estimated retrofit to the appropriate pro
     rata share as designated by the dollar value obligation called out for each
     company respectively. Allocation of identified retrofit requirements that
     lead to a sharing of costs out of balance with the pro rata requirement for
     a given retrofit should be avoided; however, balances as a result of the
     disproportionate allocation of work will be rolled forward to the next
     available retrofit for consideration in the breakout of that work.
     Alternatively, if mutually agreed, costs may be borne by one of the two
     parties with the outstanding portion of the other party's pro rata share to
     be reimbursed to such party upon completion of the JRP.

     In addition, retrofit estimates can be revised only if both companies
     mutually agree to alter the original estimate. Any changes are subject to
     and must be submitted for the approvals as specified in the Joint
     Authorization form.

     Actual costs incurred by a party associated with the retrofit are the
     responsibility of each party to track and manage.

4.5  Material

     Material costs for component level upgrades or repairs shall be based on
     mutually agreed-to costs from the supplying party(s) at the time of the
     retrofit analysis. The basis of the material "cost" should reflect within
     reason the actual cost to the supplying company, and it should reflect the
     cost as carried on the company's books, plus a reasonable adder as required
     to reflect 'touch labor' as well as other costs associated with supplying
     the material not carried in the inventory valuation.

4.6  Labor

     Labor shall be estimated (via the CAP identified in Section 4.3 above) and
     the costs included in the NORTEL NETWORKS/AIRVANA Joint Authorization Form.
     Labor rates shall be taken from a mutually agreed labor rate table. The
     estimated labor component must be directly associated with the given
     retrofit - in effect, it must serve as a 'standard' for the retrofit.

4.6.1 Labor Rates: Labor rates will be set at the start of the retrofit process.
     These rates will remain in effect for the duration of the retrofit
     agreement.


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<PAGE>

4.6 Field Population Estimates

     Key to the determination of the retrofit scope is the accurate count of the
     impacted Products and Software. As such, it is imperative that the affected
     field population counts be documented and reflect the revision level of the
     item subject to retrofit. This data will be made available to the Joint
     Retrofit Team and must be appended to the Joint Authorization Form
     submitted for approval.

     The field population information gathered will serve as the basis for data
     sets to be input and tracked in the retrofit spreadsheet/data base. This
     spreadsheet/data base will serve to track the open and closed retrofits on
     a system by system basis so as to be able to 1) verify the work completed
     to date, and 2) verify the open liabilities remaining.

4.7  NORTEL NETWORKS/AIRVANA Joint Authorization Form (to be developed and
     mutually agreed upon)

     This form shall be utilized to obtain approval for any retrofits. Each
     retrofit case shall be developed jointly by NORTEL NETWORKS and AIRVANA so
     as to define the retrofit strategy and estimate the cost of the provision.
     The liability for cost as summarized on the Joint Authorization Form will
     be shared between AIRVANA and NORTEL NETWORKS in accordance with the
     Agreement as summarized on the form. The form will also be used to allocate
     the respective work associated with the given retrofit between the two
     companies. The work must be allocated so as to be as close as possible to
     the provision of costs, with any balances to be rolled over to the next
     completed retrofit authorization.

5.   AUTHORIZATION

     Each retrofit must be authorized prior to initiating its implementation.

5.1  Joint Retrofit Team

     The Joint Retrofit Team will complete the retrofit analysis and fill out
     the NORTEL NETWORKS/AIRVANA Joint Authorization form detailing the total
     retrofit cost, describing the action to be taken and the allocation of the
     retrofit costs between the two companies.

5.2  Signatures

     Upon completion of the form, it shall be submitted to the appropriate
     signature level as designated on the form and the signatures will be
     obtained for both NORTEL NETWORKS and AIRVANA prior to initiating a
     retrofit.

     Note: The process states no work shall begin until the form is approved;
     however, in the case that work does begin prior to the approval, the
     incurred "costs" to date will be based on [**]. The information on
     retrofits completed is to be maintained by the performing company and made
     available to both companies on a weekly basis (see Clause 7.2 for more
     information).

6.   IMPLEMENTATION

     The Joint Retrofit Team shall be responsible for initiating implementation
     of a retrofit once it is authorized.


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6.1  Schedule Drivers

     -    material availability

     -    labor schedule

     -    S/W schedule for application

     -    Customer impact/input/limitations

     -    field factors

6.2  Material Designation

     The retrofit material quantity shall be defined in total by the Joint
     Retrofit Team as noted above.

     Quantities supplied to support the retrofits shall be allocated on the pro
     rata sharing agreements to the extent the breakout of the work falls in
     line with the financial obligation as determined on the authorization form
     - the delta from pro rata amounts in material allocation will be covered
     through the provision of labor for the given retrofit and/or the carryover
     of any residual balance into future retrofit activities.

     Each company will be responsible to order the amount of material as
     designated on the Joint Authorization Form and charge those costs
     internally (unless another method is mutually agreed upon).

     This material will be made available for allocation to sites per the agreed
     upon availability dates and the prioritization as required by the
     Customer(s). The actual site delivery schedules will be provided by NORTEL
     NETWORKS, subject to AIRVANA's approval. NORTEL NETWORKS will make
     Reasonable Efforts to provide comprehensive delivery information for the
     required retrofit material to be supplied by AIRVANA as soon as possible in
     order to allow AIRVANA a reasonable time to allocate and supply material
     per NORTEL NETWORKS' requested date(s). AIRVANA will work in good faith to
     do what is reasonably necessary to meet any changes to NORTEL NETWORKS'
     proposed delivery schedule due to changes in Customer requirements

6.3  Labor Designation

     Due to the fact that NORTEL NETWORKS has field labor already deployed at
     the major trading area, field labor requirements for a given retrofit will
     primarily be NORTEL NETWORKS' responsibility. However, arrangements for
     AIRVANA participation in the retrofit(s) can be made on either AIRVANA's or
     NORTEL NETWORKS' request. The applicable level of AIRVANA manpower (in the
     form of estimated hours to be contributed) will be included in the
     allocation of the respective retrofit work. Unless other arrangements are
     made, AIRVANA resources in the field associated with retrofits will be
     under the direct supervision of NORTEL NETWORKS.

     Field labor for change applications will follow the procedures as outlined
     in the CAP (see Clause 4.3).

6.4  Changes in JRP Scope

     Changes in the scope of work defined under an approved JRP which result in
     an estimated total material and/or labor dollar change (dollars being
     calculated based on the valuation of material and labor set forth in the
     impacted JRP) greater than +/- $[**] can be cause for revision of the
     original JRP. A change in scope is the direct result of a revision to
     original JRPs field population or additions to and/or significant changes
     in the methodology of the required retrofit task(s) as defined in the
     applicable CAP. Failure of either company to accurately estimate the value
     of material and/or the estimated labor component of the defined task(s) for
     a given JRP is not considered a change in scope.


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7.   ACCOUNTING

     The total authorization value will be defined in the NORTEL
     NETWORKS/AIRVANA Joint Authorization Form as outlined in Clause 5.0 of this
     Appendix L.

7.1  Actual Costs

     Material, labor, and logistics costs will be charged to each company's
     (NORTEL NETWORKS and AIRVANA) accounts as the charges accrue. Actual costs
     will not need to be reported with regards to management of retrofit
     activity; the Joint Authorization Form will serve as the controlling
     document for the purposes of managing retrofit actions and costs.

7.2  Tracking

     In consideration of NORTEL NETWORKS' direct interface with its Customers
     and its control of assets in the field, NORTEL NETWORKS will be responsible
     to track and record the completion of the open retrofit(s) for the given
     Products being upgraded. This information shall be reported back to the
     Joint Retrofit Team weekly for incorporation into the jointly controlled
     spreadsheet/data base. This spreadsheet/data base will be used to manage
     and track, on a system by system basis; the open and closed retrofits
     performed under the Agreement and this Appendix L.

     The spreadsheet will be maintained by the Joint Retrofit Team (a mutually
     agreed to control point must be designated), and made available to both
     companies on a weekly basis. The spreadsheet will allow for reporting on
     the progress of a given retrofit, status any given Product for 'to be
     completed' activity, quantify the pending liabilities for all outstanding
     retrofits, as well as document the actions that have been completed to
     date.

7.2.1 Tracking Information Required: This spreadsheet must contain at a minimum
     the following:

          Serial number of system
          Customer
          Site location
          Central Office Equipment Order
          Status per applicable identified retrofit actions

     Reporting on the JRP retrofit actions will occur no less frequently than
     [**]. The report format will be mutually acceptable. More frequent
     reporting may be mutually required during periods of peak activity if
     mutually agreed to.

7.2.2 Additional Tracking Requirements: Another reporting requirement will be
     the tracking of actual material shipped vs. consumed to date in support of
     a completed retrofit. It will be the responsibility of the company
     receiving the material(s) to ensure the proper and efficient allocation, as
     well as, control of the hardware provided for retrofit. AIRVANA will notify
     NORTEL NETWORKS of any material supplied for retrofit activity that is not
     accounted for within [**] days after shipment. Material is tracked by
     documentation of a retrofit utilizing said material and the return of a
     replaced part, as applicable. NORTEL NETWORKS supplied labor may pace the
     consumption of, and corresponding return of, retrofit material, and AIRVANA
     reserves the right to bill NORTEL NETWORKS per the terms of the Agreement
     and this Appendix L for any unaccounted material.


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7.3  Field Population Estimates

     The most important component of calculating the scope of any given retrofit
     is the accurate accounting of the Products subject to the retrofit action
     being estimated.

     Consequently, field population counts must identify the specific units that
     are to be retrofitted in order to maintain control, as well as, producing
     accurate records of the retrofit actions completed and those remaining
     open.

     The information for field counts for a given retrofit will include the same
     items as Clause 7.2.1 above, Tracking Information Required.

     This information will be used to populate the tracking spreadsheet. This
     documentation is to be included with the completed Joint Authorization
     Form.

     In summary, the costs associated with retrofit will be significant for both
     companies. It is imperative that information regarding the actions taken
     and the work remaining to be completed be highly accurate and mutually
     agreed to. Failure to provide accurate information will make the management
     of the joint retrofit process impossible.


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                                   APPENDIX M

                              DEBARMENT CERTIFICATE

(SAMPLE)

CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY
EXCLUSION - LOWER TIER COVERED TRANSACTIONS

This certification is required by the regulations implementing Executive Order
12549, Debarment and Suspension, 7 CFR Part 3017, Section 3017.510,
Participants' responsibilities. The regulations were published as Part IV of the
January 30, 1989, Federal Register (pages 4722-4733).

(BEFORE COMPLETING CERTIFICATION, READ INSTRUCTIONS ON REVERSE)

(1)  The prospective lower tier participant certifies, by submission of this
     proposal, that neither it nor its principals is presently debarred,
     suspended, proposed for debarment, declared ineligible, or voluntarily
     excluded from participation in this transaction by any Federal department
     or agency.

(2)  Where the prospective lower tier participant is unable to certify to any of
     the statements in this certification, such prospective participant shall
     attach an explanation to this proposal.

-------------------------------------   ----------------------------------------
Organization Name                       PR/Award Number or Project Name

--------------------------------------------------------------------------------
Name and Title of Authorized Representative


-------------------------------------   ----------------------------------------
Signature                               Date


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<PAGE>

Instructions For Certification

1.   By signing and submitting this form, the prospective lower tier participant
     is providing the certification set out on the reverse side in accordance
     with these instructions.

2.   The certification in this clause is a material representation of fact upon
     which reliance was placed when this transaction was entered into. If it is
     later determined that the prospective lower tier participant knowingly
     rendered an erroneous certification, in addition to other remedies
     available to the Federal Government, the department or agency with which
     this transaction originated may pursue available remedies, including
     suspension and/or debarment.

3.   The prospective lower tier participant shall provide immediate written
     notice to the person to which this proposal is submitted if at any time the
     prospective lower tier participant learns that its certification was
     erroneous when submitted or has become erroneous by reason of changed
     circumstances.

4.   The terms "covered transaction", "debarred", "suspended", "ineligible",
     "lower tier covered transaction", "participant", "person", "primary covered
     transaction", "principal", "proposal", and "voluntarily excluded", as used
     in this clause, have the meanings set out in the Definitions and Coverage
     sections of rules implementing Executive Order 12549. You may contact the
     person to which this proposal is submitted for assistance in obtaining a
     copy of those regulations.

5.   The prospective lower tier participant agrees by submitting this form that,
     should the proposed covered transaction be entered into, it shall not
     knowingly enter into any lower tier covered transaction with a person who
     is debarred, suspended, declared ineligible, or voluntarily excluded from
     participation in this covered transaction, unless authorized by the
     department or agency with which this transaction originated.

6.   The prospective lower tier participant further agrees by submitting this
     form that it will include this clause titled "Certification Regarding
     Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier
     Covered Transactions", without modification, in all lower tier covered
     transactions and in all solicitations for lower tier covered transactions.

7.   A participant in a covered transaction may rely upon a certification of a
     prospective participant in a lower tier covered transaction that it is not
     debarred, suspended, ineligible, or voluntarily excluded from the covered
     transaction, unless it knows that the certification is erroneous. A
     participant may decide the method and frequency by which it determines the
     eligibility of its principals. Each participant may, but is not required
     to, check the Non-procurement List.

8.   Nothing contained in the foregoing shall be construed to require
     establishment of a system of records in order to render in good faith the
     certification required by this clause. The knowledge and information of a
     participant is not required to exceed that which is normally possessed by a
     prudent person in the ordinary course of business dealings.

9.   Except for transactions authorized under paragraph 5 of these instructions,
     if a participant in a covered transaction knowingly enters into a lower
     tier covered transaction with a person who is suspended, debarred,
     ineligible, or voluntarily excluded from participation in this transaction,
     in addition to other remedies available to the Federal Government, the
     department or agency with which this transaction originated may pursue
     available remedies, including suspension and/or debarment.


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<PAGE>

                                    Nortel Networks Amended Agreement No. 011789
                                   Nortel Networks Original Agreement No. 011174
                                           Seller Agreement No. ________________

                                 AMENDMENT NO. 1
                                       for
                     CDMA HIGH DATA RATE (1xEV-DO) PRODUCTS

Agreement by and between Nortel Networks Inc. ("NNI") and Airvana Inc.
("AIRVANA").

WHEREAS, NNI and AIRVANA entered into a Development and Purchase and Sale
Agreement for CDMA High Data Rate (1xEV-DO) Products dated October 1, 2001,
Agreement No. 011174 ("Agreement"); and

WHEREAS, NNI and AIRVANA wish to amend the Agreement with respect to the certain
deliverables set forth in the Statement of Work No. 1 and the rights and
obligations with respect thereto and make other changes to the Agreement;

NOW, THEREFORE, in consideration of the premises and the promises set forth
herein, NNI and AIRVANA agree, effective as of October 1, 2001, as follows:

1.   In the first sentence of the definition of "Backward Compatible" set forth
     in Section 1 of the Agreement, the phrase "starting with Release 3.0" is
     hereby deleted and the phrase "subsequent to the first release of Software
     deliverables delivered under the first Statement of Work hereunder (Release
     2.0)" is inserted in lieu thereof.

2.   The definition of "1xEV-DO Productization Date" is hereby deleted and the
     following new definition is inserted in lieu thereof:

          " '1xEV-DO Productization Date' shall mean the date on which NORTEL
          NETWORKS first delivers, generally offers to its Customers for sale or
          otherwise generally makes available to its Customers, in conjunction
          with the 0D hardware deliverable, the first release of Software which
          is delivered by AIRVANA under the first Statement of Work hereunder
          (Release 2.0), which release of Software is intended for use beyond
          verification office testing."

3.   In Section 2 of the Agreement, the comma at the end of the paragraph is
     hereby deleted and a period is inserted in lieu thereof.

4.   In the first sentence of Section 3.1 of the Agreement, the phrase "Clauses
     5.3 and 5.4" is hereby deleted and the phrase "Clause 5.1 together with
     Clause 5.3" is inserted in lieu thereof.

5.   The following phrase is hereby added at the end of the last sentence of
     Section 5.1 of the Agreement: "and there shall otherwise be no commitment
     to purchase Products under this Agreement".

6.   Section 5.3 of the Agreement is hereby deleted in its entirety and the
     following new Section 5.3 is inserted in lieu thereof:

          "Subject to NORTEL NETWORKS' termination rights set forth in Section
          12, NORTEL NETWORKS shall ensure that there are Orders placed with
          AIRVANA to provide for the quantities forecasted for delivery during
          the [**] of the Forecast on a [**] basis. Subject to NORTEL NETWORKS'
          termination rights set forth in Section 12, NORTEL NETWORKS also
          commits to purchase the quantities forecasted for delivery during the
          [**] of such Forecast on a [**] basis, but reserves the right to
          reschedule Product deliveries in accordance with Clause 5.12. Except
          as set forth in the foregoing, NORTEL NETWORKS shall not be obligated
          to issue Orders based on the Forecast or on any other basis, and such
          forecast shall be otherwise completely non-binding. NORTEL NETWORKS
          shall have the right to cancel an Order for Products in accordance
          with Clause 5.13 below."


                                        1

<PAGE>

7.   Section 5.4 of the Agreement is hereby deleted in its entirety.

8.   In Section 5.5 of the Agreement, the phrase "Clauses 5.3 and 5.4 above
     shall terminate in their" is hereby deleted and the following phrase is
     inserted in lieu thereof: "Clause 5.3 above shall terminate in its".

9.   The first sentence of Section 7.6 of the Agreement is hereby deleted and
     the following new sentence is inserted in lieu thereof:

          "Following the purchase by Nortel Networks of [**] units of 1xEV-DO
          DOM Products hereunder, the Prices for Products, Software and Services
          listed in Appendix A may be renegotiated on an annual basis and agreed
          upon in good faith by the parties."

10.  In Section 7.9 of the Agreement, the first instance of the word "are" is
     hereby deleted.

11.  Section 12.2 of the Agreement is hereby deleted in its entirety and the
     following new Section 12.2 is inserted in lieu thereof:

          "In addition to any other right which NORTEL NETWORKS may have under
          this Agreement or under the law, NORTEL NETWORKS may, immediately upon
          notice, terminate this Agreement and any Nortel Networks Company may
          cancel any Order or Release for its convenience (subject to the
          cancellation procedure for Orders and Releases which is described in
          Clause 5.13 above)."

12.  In Section 12.3(a) of the Agreement, the phrase "April 30, 2002" is hereby
     deleted and the phrase "May 30, 2003" is inserted in lieu thereof.

13.  Section 12.3(b) of the Agreement is hereby deleted in its entirety.

14.  In Section 12.3(c) of the Agreement is hereby numbered as Section 12.3(b)
     and the phrase "AIRVANA's Release 2.0 or 3.0 of the Software" is hereby
     deleted and the following new phrase is inserted in lieu thereof: "The
     first release of Software which is delivered by AIRVANA under the first
     Statement of Work hereunder (Release 2.0)".

15.  Subsection 13.2(b) of the Agreement is hereby deleted in its entirety.

16.  In the paragraph immediately following Subsection 13.2(b) of the Agreement,
     the phrase "the applicable Release of the Software deliverable" is hereby
     deleted and the following phrase is inserted in lieu thereof: "the first
     release of Software which is delivered by AIRVANA under the first Statement
     of Work hereunder (Release 2.0)".

17.  In Section 13.3 of the Agreement, the phrase "13.2(b)" is hereby deleted
     and the phrase "13.2(a) in inserted in lieu thereof.

18.  In Section 30.4 of the Agreement, the phrase "and thereafter at no charge"
     is hereby deleted and the phrase "and during any subsequent period for
     which Nortel Networks has paid the applicable annual maintenance fee as set
     forth in Appendix A(1) at no additional charge" is inserted in lieu
     thereof.

19.  Appendix A to the Agreement is hereby deleted and a new Appendix A(1)
     attached to this Amendment is inserted in lieu thereof.

20.  In the documents referred to within Appendix B to the Agreement entitled
     "1xEV-DO Network Solution OEM Minimum Requirements Specification, Version
     1.0" and "MetroCell Interface Specification Version 1.0", the parties
     hereby agree that as between references to Release 2.0 of the Software and
     a Release 3.0 of the Software, only the references to Release 2.0 of the
     Software shall be applicable.


                                        2

<PAGE>

21.  In Section 6 of Appendix C to the Agreement, the phrase "Clause 5.4" is
     hereby deleted and the phrase "Clause 5.7" is inserted in lieu thereof.

22.  In the first sentence of the second paragraph of Section 11 of Appendix C
     to the Agreement, the phrase "and thereafter" is hereby deleted and the
     phrase "and during any subsequent period for which Nortel Networks has paid
     the applicable annual maintenance fee as set forth in Appendix A(1)" is
     inserted in lieu thereof.

23.  In the first paragraph of Part II, Section A.4 of Appendix D to the
     Agreement, in the fifth and sixth sentences, the instances of the phrase
     "Release 2.0 or Release 3.0 Software Deliverables" is hereby deleted and
     the phrase "Release 2.0 Software Deliverables" is inserted in lieu thereof
     in each instance.

24.  In the second paragraph of Part II, Section A.4 of Appendix D to the
     Agreement:

     a)   the phrase "Release 2.0 and Release 3.0 Software Deliverables" is
          hereby deleted and the phrase "Release 2.0 Software Deliverables" is
          inserted in lieu thereof; and

     b)   the phrase "Release 2.0 or Release 3.0 Software Deliverables" is
          hereby deleted and the phrase "Release 2.0 Software Deliverables" is
          inserted in lieu thereof.

25.  In the document referred to within Appendix E to the Agreement entitled "1x
     EV-DO Development and Test Statement of Work, Version 1.0", the parties
     hereby agree that as between references to Release 2.0 of the Software and
     a Release 3.0 of the Software, only the references to Release 2.0 of the
     Software shall be applicable.

26.  In the first sentence of Section 7 of Appendix H to the Agreement, the
     phrase "the warranty, or have a credit issued for the amount of
     repair/replacement charge set out in Appendix A if out of warranty and not
     covered by ongoing annual maintenance extension" is hereby deleted and the
     phrase "the Warranty Period plus an additional period of [**] months, and
     thereafter during any subsequent period for which Nortel Networks has paid
     the applicable annual maintenance fee as set forth in Appendix A" is
     inserted in lieu thereof.

27.  In all other respects the Agreement shall remain unchanged.

IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be signed by
their duly authorized representatives.

NORTEL NETWORKS  INC.                   AIRVANA INC.


By: /s/ Doug Wolff                      By: /s/ Randall S. Battat
    ---------------------------------       ------------------------------------
Print Name: Doug Wolff                  Print Name: Randall S. Battat
Title: VP CDMA PLM                      Title: President & CEO

Date: 6-24-03                           Date: 6/25/03


                                        3

<PAGE>

                                  APPENDIX A(1)

                PRODUCTS, SOFTWARE, AND SERVICES; PRICES AND FEES

                                    PRODUCTS

<TABLE>
<CAPTION>
PRODUCT (INCLUDES SOFTWARE
EMBEDDED IN SUCH PRODUCT) NAME          AIRVANA ORDER NUMBER   NORTEL NETWORKS PRICE   NOTES
------------------------------          --------------------   ---------------------   -----
<S>                                     <C>                    <C>                     <C>
[**]                                            TBD                    [**]             [**]
</TABLE>

                                    SOFTWARE

<TABLE>
<CAPTION>
SOFTWARE NAME (SOFTWARE THAT IS
SUPPLIED SEPARATELY FROM THE PRODUCT)   AIRVANA ORDER NUMBER   NORTEL NETWORKS PRICE   NOTES
-------------------------------------   --------------------   ---------------------   -----
<S>                                     <C>                    <C>                     <C>
[**]                                            TBD                    [**]             [**]
[**]                                            TBD                    [**]             [**]
[**]                                            TBD                    [**]             [**]
[**]                                            TBD                    [**]             [**]
</TABLE>

[**].


                                        4

<PAGE>

                  NON-WARRANTY / POST-WARRANTY SUPPORT SERVICES

<TABLE>
<CAPTION>
SUPPORT SERVICE BY
PRODUCT OR SOFTWARE   AIRVANA ORDER NUMBER   NORTEL NETWORKS PRICE   NOTES
-------------------   --------------------   ---------------------   -----
<S>                   <C>                    <C>                     <C>
[**]                          TBD                    [**]             [**]
[**]                          TBD                    [**]             [**]
[**]                          TBD                    [**]             [**]
</TABLE>

<TABLE>
<CAPTION>
OTHER SUPPORT SERVICES   NORTEL NETWORKS PRICE   NOTES
----------------------   ---------------------   -----
<S>                      <C>                     <C>
[**]                             [**]             [**]
[**]                             [**]             [**]
[**]                             [**]             [**]
</TABLE>

(2)  Price shown for support service applies for the initial [**] month period
     of support after the Warranty Period has expired for each applicable
     Product. If so ordered by Nortel Networks, such annual support service
     price shall be billed in advance, renewable annually thereafter, and
     pro-rated for any partial years. Extended coverage beyond such initial [**]
     month period of support after Warranty Period expiration for all applicable
     Products shall be negotiated by the parties at a later date.

(3)  Price shown for support service applies for the initial [**] month period
     of support after the Warranty Period has expired for each applicable
     Product. If so ordered by Nortel Networks, such annual support service
     price shall be billed in advance, renewable annually thereafter, and
     pro-rated for any partial years. Extended coverage beyond such initial [**]
     month period of support after Warranty Period expiration for all applicable
     Products shall be negotiated by the parties at a later date.

(4)  Price shown for support service applies for the initial [**] month period
     of support after the Warranty Period has expired for each applicable
     Product. If so ordered by Nortel Networks, such annual support service
     price shall be billed in advance, renewable annually thereafter, and
     pro-rated for any partial years. Extended coverage beyond such initial [**]
     month period of support after Warranty Period expiration for all applicable
     Products shall be negotiated by the parties at a later date.


                                       5

<PAGE>

                                TRAINING COURSES

<TABLE>
<CAPTION>
                                                                                                   PRICE PER
                                                                                        DATES     PERSON PER
 ID          COURSE TITLE                         COURSE DESCRIPTION                  AVAILABLE     COURSE
---   --------------------------   ------------------------------------------------   ---------   ----------
<S>   <C>                          <C>                                                <C>         <C>
100   Introduction to 1xEV-DO      This course provides in depth understanding of        1Q02        [**]
      (2 days)                     cdma2000 1xEV-DO, including its modulation
                                   scheme, development of the IS-856 standard,
                                   its position relative to other wireless
                                   standards, and implications of a broadband data
                                   system compared to voice. The course also
                                   discusses Airvana's 1xEV-DO system, and
                                   implementation of the standards, including
                                   distributed vs. centralized architecture, QoS,
                                   benefits of all-IP backhaul and more.

                                   Targeted for technical and business managers,
                                   marketing & business development. May also be
                                   used as a primer for more technical courses.

101   Installation & service       This course provides in depth understanding of        1Q02        [**]
      provisioning the Airvana     Airvana's 1xEV-DO system, including its
      1xEV-DO network              modulation scheme, implementation of the
      (3 days)                     standards, installation and provisioning,
                                   maintenance processes, and administration.
                                   Hands-on experience provided using Airvana
                                   hardware and software.

                                   Targeted for technical staff including site
                                   design engineers, maintenance technicians, and
                                   network mangers. Also useful introduction for
                                   network administrators.

102   Network Administration of    This course provides in depth understanding of        2Q02        [**]
      the Airvana 1xEV-DO system   Airvana's 1xEV-DO network administration,
      (3 days)                     focused on operation of AirVista element
                                   management system, routine administration and
                                   troubleshooting, connectivity to 3rd party OSS
                                   systems, and more. Hands-on experience provided
                                   using Airvana hardware and software.

                                   Targeted for technical staff including network
                                   mangers.

103   Data Core Network Theory &   This course provides an in depth understanding        3Q02        [**]
      Design                       of the theory behind an All-IP data core network
      (3 days)                     and the proper design to achieve a
                                   high-performance network while minimizing the
                                   backhaul costs. Areas covered will include: IP
                                   wide area networks (T1/E1 TDM, Private Routed
                                   IP, Frame Relay, ATM); optimal design of an IP
                                   WAN; advantages and disadvantages of each
                                   network type; integration of the Radio Access
                                   Network and the data core network.

                                   Prerequisite: Course 100.

                                   Targeted for technical staff including site
                                   design engineers, network design engineers, and
                                   network managers.

104   The Airvana IP Radio Node    Not offered to NORTEL NETWORKS                        2Q02        [**]
      (5 days)
</TABLE>


                                        6

<PAGE>

<TABLE>
<S>   <C>                          <C>                                                <C>         <C>
105   The Airvana IP Radio         This course provides an in depth understanding        2Q02        [**]
      Network Controller           of the hardware components and software that
      (5 days)                     makes up the Airvana IP Radio Network
                                   Controller. This course will cover the IP-RNC
                                   architecture and the debugging of each system
                                   component.

                                   Upon completion of this course, the trainee will
                                   be qualified to train other personnel.

                                   Targeted for technical staff who will become the
                                   organization expert(s) on the IP-RNC.

106   The Airvana AirVista         This course provides an in depth understanding        2Q02        [**]
      Element Management System    of the software that makes up the Airvana
      (5 days)                     AirVista Element Management System. This course
                                   will cover the IP Radio Access Network
                                   architecture and the debugging of each
                                   component.

                                   Upon completion of this course, the trainee will
                                   be qualified to train other personnel.

                                   Targeted for technical staff who will become the
                                   organization expert(s) on the AirVista Element
                                   Management System.

107   Tier I Support Training      This course provides a new Tier I support person      1Q02        [**]
      (5 days)                     with a moderately detailed level of
                                   understanding of the Airvana 1xEV-DO system.
                                   Product related subjects included cover the
                                   Radio Node hardware and software design and
                                   theory of operation, the Radio Network
                                   Controller hardware and software design and
                                   theory of operation, and the AirVista element
                                   management system software design and theory of
                                   operation. Application related subjects cover
                                   1xEV-DO RF theory and application, IP network
                                   planning and troubleshooting, AirVista alarms
                                   and alert handling, authentication and security,
                                   roaming, and interaction with 1xRTT and IS-95
                                   networks.

                                   Targeted for a distributor or service provider's
                                   technical support staff who will become the
                                   organization expert(s) on the Airvana 1xEV-DO
                                   network and systems.

108   NT DOM Product Test Staff    Customized, targeted developer level training         1Q02        [**]
      1XEV DO Training             for Nortel's R&D test personnel. Subjects to be
      (5 days)                     covered will include a detailed level of
                                   understanding of the Airvana 1xEV-DO Radio
                                   Access Network, the Nortel DOM product, and it's
                                   interfaces to the NT MetroCell backplane and
                                   BSSM OA&M interface. Product related subjects
                                   included cover the DOM hardware and software
                                   design and theory of operation, the Radio
                                   Network Controller hardware and software design
                                   and theory of operation, and the AirVista
                                   element management system software design and
                                   theory of operation. Application related
                                   subjects cover AirVista alarms and alert
                                   handling, authentication and security, roaming,
                                   and interaction with 1xRTT and IS-95 networks.

                                   Upon completion of this course, the trainee will
                                   be able to design and perform product
                                   verification testing for the combined
                                   Nortel-Airvana 1xEV-DO product.
</TABLE>


                                        7

<PAGE>

AIRVANA is providing NORTEL NETWORKS with:

[**] training credits (1 training credit = [**] which can be used for any of the
     above-described courses, or other training as mutually agreed, and which
     NORTEL NETWORKS may use at-will to purchase training for NORTEL NETWORKS'
     employees or, upon NORTEL NETWORKS' request, its contractors.

One instance of Course 108 to Nortel Development and Test, to be held in Ottawa
at NORTEL NETWORKS facilities, at no charge.


                                       8
<PAGE>

                                    Nortel Networks Amended Agreement No. 012180
                                   Nortel Networks Original Agreement No. 011174

                                 AMENDMENT NO. 2
                                       TO
                   DEVELOPMENT AND PURCHASE AND SALE AGREEMENT
                                       FOR
                     CDMA HIGH DATA RATE (IXEV-DO) PRODUCTS

Amendment No. 2 by and between Nortel Networks Inc. ("NNI") and Airvana Inc.
("AIRVANA") ("Amendment No. 2").

WHEREAS, NNI and AIRVANA entered into a Development and Purchase and Sale
Agreement for CDMA High Data Rate (IxEV-DO) Products dated October 1, 2001,
Agreement No. 011174 ("Agreement"); and

WHEREAS, NNI and AIRVANA amended the Agreement by an Amendment No. 1, Agreement
No. 011789, effective as of October 1, 2001; and

WHEREAS, NNI and AIRVANA wish to amend the Agreement further;

NOW, THEREFORE, in consideration of the premises and the promises set forth
herein, NNI and AIRVANA agree as follows, effective as of May 28, 2004
("Effective Date") unless otherwise set forth below:

1.   Effective on the date of shipment of the [**] unit of Product as described
     in Section 3 of this Amendment No. 2 Appendix A(1) of the Agreement is
     hereby deleted and a new Appendix A(2) attached to this Amendment No. 2 is
     inserted in lieu thereof.

2.   Effective on the date of shipment of the [**] unit of Product as described
     in Section 3 of this Amendment No. 2 Clause 7.2 of the Agreement is hereby
     deleted in its entirety and the following new Clause 7.2 is inserted in
     lieu thereof:

          "For all Orders and/or Releases generated by Nortel Networks
          Companies, payment shall be net [**] days from the later of the
          Shipping Date of a Product or the date of receipt of the invoice."

3.   The pricing for Products as defined in Appendix A(2) is the price to be
     paid by NORTEL NETWORKS effective beginning with the [**] unit shipped
     since the effective date of the Agreement (October 1, 2001), excluding a
     total of [**] units which were delivered to NORTEL NETWORKS in accordance
     with the Agreement, or as otherwise mutually agreed between the parties,
     and regardless of whether the [**] unit has been ordered by means of an
     Order placed by NORTEL NETWORKS prior to the Effective Date but not yet
     shipped, or by an Order placed on or after the Effective Date.

     NORTEL NETWORKS as required will order units of Hardware at the Standard
     DOM price in Appendix A(2) subject to the following adjustments. NORTEL
     NETWORKS shall send AIRVANA a written report for a particular calendar [**]
     setting forth unit sales which are subject to Special DOM pricing as
     defined in Appendix A(2). The report will be provided by NORTEL NETWORKS
     within [**] calendar days after the end of a calendar [**]. Calculation of
     the credit due to NORTEL NETWORKS will be based on [**]. AIRVANA will issue
     a credit invoice for this amount no later than [**] days after receipt of
     report from NORTEL NETWORKS. Such report provided by NORTEL NETWORKS within
     [**] calendar days after the end of a calendar [**] shall include DOM
     inventory on hand at the beginning and end of the calendar [**], DOM units
     received and DOM units shipped by destination.

     NORTEL NETWORKS shall keep such information for [**] years. AIRVANA shall
     have the right, once [**] and during business hours upon reasonable notice,
     to send an independent auditor to inspect and review the books and reports
     of NORTEL NETWORKS that are necessary for the calculation of these
     payments. The independent auditors performing such inspection or audit
     shall be bound to NORTEL NETWORKS to retain NORTEL NETWORKS' information as
     confidential, even from AIRVANA, and shall only be allowed to disclose
     whether NORTEL NETWORKS' calculations were accurate and, if not, the amount
     of discrepancy, which shall be adjusted between the parties within thirty
     (30) days from the independent auditor's report.


                                   Page 1 of 7

<PAGE>

4.   In consideration for the price changes reflected in this Amendment No. 2,
     NORTEL NETWORKS will make certain fixed payments to AIRVANA in the amount
     of [**] Dollars U.S. ($[**] U.S.) each [**]. Such fixed payments will begin
     no earlier than the date of shipment of the [**] unit of Product as
     described in Section 3 of this Amendment No. 2. The first fixed payment
     shall be prorated based on the number of days from the shipment of the [**]
     unit of Product as described in Section 3 of this Amendment No. 2 until the
     end of the [**] in which the shipment of the [**] unit occurs divided by
     [**] days ("Prorated Payment"). The fixed payments will be invoiced by
     AIRVANA as follows:

          a)   The first payment consisting of the Prorated Payment plus [**]
               Dollars U.S. ($[**] U.S.) shall be invoiced by AIRVANA no earlier
               than the [**] in which the shipment of the [**] unit occurs.

          b)   Subsequent payments in the amount of [**] Dollars U.S.
               ($[**]U.S.) will be invoiced by AIRVANA no earlier than the [**]
               thereafter to which the revised pricing continues to apply, but
               only so long as the Agreement remains in effect.

          c)   Once payment has been made at the [**] as described in a) and b)
               above, the revised pricing shall apply to the entirety of such
               [**] or designated period for units ordered for shipment during
               such [**] or designated period consistent with the forecasting,
               ordering, purchase commitment and delivery terms of the
               Agreement.

          Payment terms for such fixed payments shall be net [**] days from the
          date of invoice

5.   The parties will endeavor to agree on a product strategy for what the
     parties as of the Effective Date are referring to as "Release A" of the
     Product by entering into a new development agreement or further amendment
     to the Agreement by not later than December 31, 2004. If the parties fail
     to reach agreement on a Release A product strategy by that date, prices,
     license fees and all terms set forth in this Amendment No. 2 for Orders
     placed by NORTEL NETWORKS with requested ship dates after December 31, 2004
     will revert back to those prices, license fees and terms for Products and
     Software in effect under the Agreement, as amended, prior to the Effective
     Date of this Amendment No. 2 ("Prior Pricing"), and no further payments as
     described in Section 4 of this Amendment will be due to AIRVANA, including
     the payment that would have been due on January 1, 2005.

In all other respects the Agreement, as amended, remains unchanged.

IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to be signed by
their duly authorized representatives as of the Effective Date, although
actually signed by the parties on the dates set forth below their respective
signatures.

AIRVANA  INC.                           NORTEL NETWORKS INC.


By: /s/ David P. Gamache                By: /s/ Scott Wolfe
    ---------------------------------       ------------------------------------
    (Signature)                             (Signature)

Name: David P. Gamache                  Name: Scott Wolfe
      (Print)                                 (Print)
Title: CFO                              Title: Sr. Contracts Mgr.

Date: May 28, 2004                      Date: June 1, 2004


                                   Page 2 of 7

<PAGE>

                                  APPENDIX A(2)

         PRODUCTS (HARDWARE AND SOFTWARE), AND SERVICES; PRICES AND FEES

                                    HARDWARE

<TABLE>
<CAPTION>
HARDWARE NAME   AIRVANA ORDER NUMBER   NORTEL NETWORKS PRICE FOR HARDWARE   NOTES
-------------   --------------------   ----------------------------------   -----
<S>             <C>                    <C>                                  <C>
[**]                     TBD                          [**]                   [**]
[**]                     TBD                          [**]                   [**]
</TABLE>

                                    SOFTWARE

<TABLE>
<CAPTION>
SOFTWARE NAME (SOFTWARE  MAY BE
DELIVERED SEPARATELY  FROM THE
HARDWARE OR EMBEDDED IN THE HARDWARE)   AIRVANA ORDER NUMBER   NORTEL NETWORKS PRICE FOR SOFTWARE   NOTES
-------------------------------------   --------------------   ----------------------------------   -----
<S>                                     <C>                    <C>                                  <C>
[**]                                             TBD                          [**]                   [**]
[**]                                             TBD                          [**]                   [**]
[**]                                             TBD                          [**]                   [**]
</TABLE>

*    [**].


                                   Page 3 of 7

<PAGE>

                  NON-WARRANTY / POST-WARRANTY SUPPORT SERVICES

<TABLE>
<CAPTION>
                                                                NORTEL NETWORKS PRICE
SUPPORT SERVICE BY PRODUCT OR SOFTWARE   AIRVANA ORDER NUMBER          PER YEAR         NOTES
--------------------------------------   --------------------   ---------------------   -----
<S>                                      <C>                    <C>                     <C>
[**]                                              TBD                    [**]            [**]
[**]                                              TBD                    [**]            [**]
[**]                                              TBD                    [**]            [**]
</TABLE>

<TABLE>
<CAPTION>
OTHER SUPPORT SERVICES   NORTEL NETWORKS PRICE   NOTES
----------------------   ---------------------   -----
<S>                      <C>                     <C>
[**]                              [**]            [**]
[**]                              [**]            [**]
[**]                              [**]            [**]
</TABLE>

(2)  Price shown for support service applies for the initial [**] month period
     of support after the Warranty Period has expired for each applicable
     Product. If so ordered by Nortel Networks, such annual support service
     price shall be billed in advance, renewable annually thereafter, and
     pro-rated for any partial years. Extended coverage beyond such initial [**]
     month period of support after Warranty Period expiration for all applicable
     Products shall be negotiated by the parties at a later date.

(3)  Price shown for support service applies for the initial [**] month period
     of support after the Warranty Period has expired for each applicable
     Product. If so ordered by Nortel Networks, such annual support service
     price shall be billed in advance, renewable annually thereafter, and
     pro-rated for any partial years. Extended coverage beyond such initial [**]
     month period of support after Warranty Period expiration for all applicable
     Products shall be negotiated by the parties at a later date.

(4)  Price shown for support service applies for the initial [**] month period
     of support after the Warranty Period has expired for each applicable
     Product. If so ordered by Nortel Networks, such annual support service
     price shall be billed in advance, renewable annually thereafter, and
     pro-rated for any partial years. Extended coverage beyond such initial [**]
     month period of support after Warranty Period expiration for all applicable
     Products shall be negotiated by the parties at a later date.


                                   Page 4 of 7

<PAGE>

                                TRAINING COURSES

<TABLE>
<CAPTION>
                                                                                                                          PRICE PER
                                                                                                                 DATES    PERSON PER
ID          Course Title                                      COURSE DESCRIPTION                               AVAILABLE    COURSE
---  --------------------------  ----------------------------------------------------------------------------  ---------  ----------
<S>  <C>                         <C>                                                                           <C>        <C>
100  Introduction to 1xEV-DO     This course provides in depth understanding of cdma2000 1xEV-DO, including       1Q02       [**]
     (2 days)                    it modulation scheme, development of the IS-856 standard, its position
                                 relative to other wireless standards, and implications of a broadband data
                                 system compared to voice. The course also discusses Airvana's 1xEV-DO
                                 system, and implementation of the standards, including distributed vs.
                                 centralized architecture, QoS, benefits of all-IP backhaul and more.

                                 Targeted for technical and business managers, marketing & business
                                 development. May also be used as a primer for more technical courses.

101  Installation & service      This course provides in depth understanding of Airvana's 1xEV-DO system,         1Q02       [**]
     provisioning the Airvana    including its modulation scheme, implementation of the standards,
     1xEV-DO network             installation and provisioning, maintenance processes, and administration.
     (3 days)                    Hands-on experience provided using Airvana hardware and software.

                                 Targeted for technical staff including site design engineers, maintenance
                                 technicians, and network mangers. Also useful introduction for network
                                 administrators.

102  Network Administration of   This course provides in depth understanding of Airvana's 1xEV-DO network         2Q02       [**]
     the Airvana 1xEV-DO system  administration, focused on operation of AirVista element management system,
     (3 days)                    routine administration and troubleshooting, connectivity to 3rd party OSS
                                 systems, and more. Hands-on experience provided using Airvana hardware and
                                 software.

                                 Targeted for technical staff including network mangers.

103  Data Core Network Theory    This course provides an in depth understanding of the theory behind an           3Q02       [**]
     & Design                    All-IP data core network and the proper design to achieve a high-performance
     (3 days)                    network while minimizing the backhaul costs. Areas covered will include: IP
                                 wide area networks (T1/E1 TDM, Private Routed IP, Frame Relay, ATM); optimal
                                 design of an IP WAN; advantages and disadvantages of each network type;
                                 integration of the Radio Access Network and the data core network.

                                 Prerequisite: Course 100.

                                 Targeted for technical staff including site design engineers, network design
                                 engineers, and network managers.

104  The Airvana IP Radio Node   Not offered to NORTEL NETWORKS                                                   2Q02       [**]
     (5 days)
</TABLE>


                                   Page 5 of 7

<PAGE>

<TABLE>
<S>  <C>                         <C>                                                                           <C>        <C>
105  The Airvana IP Radio        This course provides an in depth understanding of the hardware components        2Q02       [**]
     Network Controller          and software that makes up the Airvana IP Radio Network Controller. This
     (5 days)                    course will cover the IP-RNC architecture and the debugging of each system
                                 component.

                                 Upon completion of this course, the trainee will be qualified to train
                                 other personnel.

                                 Targeted for technical staff who will become the organization expert(s) on
                                 the IP-RNC.

106  The Airvana AirVista        This course provides an in depth understanding of the software that makes up     2Q02       [**]
     Element Management System   the Airvana AirVista Element Management System. This course will cover the
     (5 days)                    IP Radio Access Network architecture and the debugging of each component.

                                 Upon completion of this course, the trainee will be qualified to train other
                                 personnel.

                                 Targeted for technical staff who will become the organization expert(s) on
                                 the AirVista Element Management System.

107  Tier I Support Training     This course provides a new Tier I support person with a moderately detailed      1Q02       [**]
     (5 days)                    level of understanding of the Airvana 1xEV-DO system. Product related
                                 subjects included cover the Radio Node hardware and software design and
                                 theory of operation, the Radio Network Controller hardware and software
                                 design and theory of operation, and the AirVista element management system
                                 software design and theory of operation. Application related subjects cover
                                 1xEV-DO RF theory and application, IP network planning and troubleshooting,
                                 AirVista alarms and alert handling, authentication and security, roaming,
                                 and interaction with 1xRTT and IS-95 networks.

                                 Targeted for a distributor or service provider's technical support staff who
                                 will become the organization expert(s) on the Airvana 1xEV-DO network and
                                 systems.

108  NT DOM Product Test Staff   Customized, targeted developer level training for Nortel's R&D test              1Q02       [**]
     1XEV DO Training            personnel. Subjects to be covered will include a detailed level of
     (5 days)                    understanding of the Airvana 1xEV-DO Radio Access Network, the Nortel DOM
                                 product, and it's interfaces to the NT MetroCell backplane and BSSM OA&M
                                 interface. Product related subjects included cover the DOM hardware and
                                 software design and theory of operation, the Radio Network Controller
                                 hardware and software design and
</TABLE>


                                   Page 6 of 7

<PAGE>
<TABLE>
<S>  <C>                         <C>                                                                           <C>        <C>
                                 theory of operation, and the AirVista element management system software
                                 design and theory of operation. Application related subjects cover AirVista
                                 alarms and alert handling, authentication and security, roaming, and
                                 interaction with 1xRTT and IS-95 networks.

                                 Upon completion of this course, the trainee will be able to design and
                                 perform product verification testing for the combined Nortel-Airvana 1xEV-DO
                                 product.
</TABLE>


                                   Page 7 of 7
<PAGE>

                                    Nortel Networks Amended Agreement No. 012186
                                  Nortel Networks Original Agreement  No. 011174

                                 AMENDMENT NO. 3
                                       TO
                   DEVELOPMENT AND PURCHASE AND SALE AGREEMENT
                                       FOR
                     CDMA HIGH DATA RATE (IXEV-DO) PRODUCTS

Amendment No. 3 by and between Nortel Networks Inc. ("NORTEL") and Airvana Inc.
("AIRVANA") ("Amendment No. 3").

WHEREAS, NORTEL and AIRVANA entered into a Development and Purchase and Sale
Agreement for CDMA High Data Rate (IxEV-DO) Products dated October 1, 2001,
Agreement No. 011174 ("Agreement"); and

WHEREAS, NORTEL and AIRVANA amended the Agreement by an Amendment No. 1,
Agreement No. 011789, effective as of October 1, 2001; and

WHEREAS, NORTEL and AIRVANA amended the Agreement by an Amendment No. 2,
Agreement No. 012180, effective as of May 28, 2004 ("Amendment No. 2"); and

WHEREAS, NORTEL and AIRVANA wish to amend the Agreement further;

NOW, THEREFORE, in consideration of the premises and the promises set forth
herein, NORTEL and AIRVANA agree as follows, effective as of December 31, 2004
("Effective Date"):

1. Section 5 of Amendment No. 2 is hereby superseded in its entirety and the
following clause is substituted in lieu thereof:

     "The parties will endeavor to agree on a product strategy for what the
     parties as of the Effective Date are referring to as "Release A" of the
     Product by entering into a new development agreement or further amendment
     to the Agreement to amend the development terms therein by not later than
     February 28, 2005. If the parties fail to reach agreement on a Release A
     product strategy by that date, prices, license fees and all terms added to
     or amended in the Agreement by means of Amendment No. 2 for Orders placed
     by NORTEL with requested ship dates after February 28, 2005 will revert
     back to those prices, license fees and terms for Products and Software in
     effect under the Agreement, as amended, prior to the Effective Date of
     Amendment No. 2 ("Prior Pricing"), and no further payments as described in
     Section 4 of Amendment No. 2 will be due to AIRVANA."

2. In all other respects the Agreement, as amended, remains unchanged.

IN WITNESS WHEREOF, the parties have caused this Amendment No. 3 to be signed by
their duly authorized representatives as of the Effective Date, although
actually signed by the parties on the dates set forth below their respective
signatures.

AIRVANA  INC.                           NORTEL NETWORKS INC.


By: /s/ David P. Gamache                By: /s/ John A. Fratto
    ---------------------------------       ------------------------------------
Name: David P. Gamache                  Name: John A. Fratto
Title: CFO                              Title: SRM

Date: 1-28-05                           Date: 2-9-05


                                   Page 1 of 1

<PAGE>

                                    Nortel Networks Amended Agreement No. 012189
                                   Nortel Networks Original Agreement No. 011174

                                 AMENDMENT NO. 4
                                       TO
                   DEVELOPMENT AND PURCHASE AND SALE AGREEMENT
                                       FOR
                     CDMA HIGH DATA RATE (IXEV-DO) PRODUCTS

Amendment No. 4 by and between Nortel Networks Inc. ("NNI") and Airvana Inc.
("AIRVANA") ("Amendment No. 4").

WHEREAS, NNI and AIRVANA entered into a Development and Purchase and Sale
Agreement for CDMA High Data Rate (IxEV-DO) Products dated October 1, 2001,
Agreement No. 011174 ("Agreement"); and

WHEREAS, NNI and AIRVANA amended the Agreement by an Amendment No. 1, Agreement
No. 011789, effective as of October 1, 2001; and

WHEREAS, NNI and AIRVANA amended the Agreement by an Amendment No. 2, Agreement
No. 012180, effective as of May 28th, 2004; and

WHEREAS, NNI and AIRVANA amended the Agreement by an Amendment No. 3, Agreement
No. 012186, effective as December 31st, 2004; and

WHEREAS, NNI and AIRVANA wish to amend the Agreement further;

NOW, THEREFORE, in consideration of the premises and the promises set forth
herein, NNI and AIRVANA agree as follows, effective as of January 1st, 2005
("Effective Date") unless otherwise set forth below:

     1.   Appendix A (2) is hereby superseded in its entirety by the attached
          Appendix A (3).

     2.   Add section 7.12: NORTEL NETWORKS as required will order units of
          Hardware at the Standard DOM price in Appendix A (3) subject to the
          following adjustments. NORTEL NETWORKS shall send AIRVANA a written
          report for a particular calendar [**] setting forth unit sales which
          are subject to Special DOM pricing as defined in Appendix A(3). The
          report will be provided by NORTEL NETWORKS within [**] calendar days
          after the end of a calendar [**]. Calculation of the credit due to
          NORTEL NETWORKS will be based on [**]. AIRVANA will issue a credit
          invoice for this amount no later than [**] days after receipt of
          report from NORTEL NETWORKS. Such report provided by NORTEL NETWORKS
          within [**] calendar days after the end of a calendar [**] shall
          include DOM inventory on hand at the beginning and end of the calendar
          [**], DOM units received and DOM units shipped by destination.

     NORTEL NETWORKS shall keep such information for [**] years. AIRVANA shall
     have the right, once [**] and during business hours upon reasonable notice,
     to send an independent auditor to inspect and review the books and reports
     of NORTEL NETWORKS that are necessary for the calculation of these
     payments. The independent auditors performing such inspection or audit
     shall be bound to NORTEL NETWORKS to retain NORTEL NETWORKS' information as
     confidential, even from AIRVANA, and shall only be allowed to disclose
     whether NORTEL NETWORKS' calculations were accurate and, if not, the amount
     of discrepancy, which shall be adjusted between the parties within thirty
     (30) days from the independent auditor's report.

     3.   Effective on the date of first shipment of AIRVANA supplied DOM
          Software on a NORTEL NETWORKS provided Hardware unit, excluding
          non-revenue generating customer trials, Sections 30.6 and 30.9 of the
          Agreement are hereby deleted in their entirety and the following new
          Sections 30.6 and 30.9 are inserted in lieu thereof:

     30.6 Within [**] days after the end of each calendar [**], NORTEL NETWORKS
          shall send AIRVANA a written report setting forth all unit sales with
          respect to the items mentioned above during such calendar [**] and the
          computation of amounts due on such sales in accordance with this
          Agreement. In order to determine amounts which are payable for each
          calendar [**], such report shall describe the number and types of unit
          sales by NORTEL NETWORKS during such calendar [**] which relate to the
          applicable Software. Calculations and determination of amounts payable
          hereunder shall be made using U.S. generally accepted accounting
          principles


                                  Page 1 of 20

<PAGE>

          (GAAP), consistently applied. AIRVANA shall invoice NORTEL NETWORKS
          for the amounts stated in such report and payment shall be due in
          accordance with Clause 30.9 below. The reporting period of [**] days
          specified above will have a [**] day grace period, provided that there
          shall be a corresponding offsetting reduction (on a day for day basis)
          in payment interval in section 30.9. (For example, if the report were
          given [**] days after the end of the calendar [**], the payment period
          of [**] days would be reduced to [**] days.)

     30.9 All payments due as related to the unit sales identified in the
          reports submitted by NORTEL NETWORKS in accordance with Clause 30.6
          shall be made, at NORTEL NETWORKS' option, by check to AIRVANA or wire
          transfer to such bank and account as AIRVANA may from time to time
          designate in writing, within [**] days after receipt of an invoice
          from AIRVANA therefor.

     4.   Definition of Warranty Period in Section 1 of the Agreement is hereby
          amended as follows: "Warranty Period" shall mean

          a.)  for the Product Hardware the [**] month period beginning on the
               date which is [**] days after the Shipping Date of each Product
               Hardware from the Shipping Location

          b.)  for the Product Software provided prior to January 1st, 2006 the
               [**] month period beginning on the date which is [**] days after
               the reported sale date of each Product Software.

          c.)  for the Product Software provided on or after January 1st, 2006
               the [**] month period beginning on the date which is [**] days
               after the reported sale date of each Product Software.

     5.   Section 12.1 of the Agreement is hereby amended to provide that the
          amended Agreement shall remain in effect for an additional period of
          three (3) years from the Effective Date of this Amendment No. 4, and
          will be automatically renewed for successive twelve (12) month
          period(s) unless one party gives to the other party a notice to the
          effect that the Agreement will not be renewed no less than 12 months
          prior to the end of the additional period or any renewal period, all
          such period(s) being referred to herein as "Term".

     6.   Add Section 30.12: NORTEL NETWORKS will not be required to pay
          software royalty fees for DOM or RNC/EMS Software for internal use,
          including customer demonstrations and other non-revenue generating
          uses. NORTEL NETWORKS will not be required to pay Software royalty
          fees for non-revenue generating customer trials but will report these
          shipments to AIRVANA with the [**] shipment information until the
          Customer is obligated to pay any fees for such Software in which case
          NORTEL NETWORKS shall report and pay for such Software per Section
          30.6 and 30.9 of the Agreement.

     7.   The first sentence of section 8.3 is hereby deleted and the following
          new sentence is inserted in lieu thereof:

     AIRVANA shall repair or replace such Product free of charge within the
     Warranty Repair Period and any subsequent period that support services that
     include Hardware repair and replace services have been purchased.

     8.   Add the following new definition to Section 1:

               "Airvana OEM Partner" shall mean Ericsson Wireless
               Communications, Inc. and any entity which is actively engaged in
               product deployment or product development with AIRVANA for radio
               access network product(s).

     9.   OMITTED

     10.  NORTEL PROPRIETARY PRODUCTS:

          Upon NORTEL NETWORKS' written request on mutually agreed commercially
          reasonable terms negotiated in good faith, AIRVANA shall develop
          specific enhancements and new functionality related to the Products,
          including custom Software intended to operate on the 1xEV-DO product.
          The parties shall mutually agree on which party will own any such
          developments, it being understood that if the parties agree that the
          development will be materially based on or derived from NORTEL
          NETWORKS' Confidential Information (as defined in Article 15 of the
          Agreement) the development will be owned by NORTEL NETWORKS and not
          offered to any other AIRVANA customers unless mutually agreed. The
          fees charged by AIRVANA will be based on AIRVANA'S time and materials
          rates set forth in Appendix A3 as long as such enhancements or
          functionality require less than [**] man months of work.

     11.  The Release 3.2 Channel Ready date and the Release 4.0 Channel Ready
          date shall be mutually agreed between the parties at the Business
          Readiness Review. The parties agree that the Channel Ready dates will
          be adjusted as reasonably necessary to account for delays caused by
          factors outside of AIRVANA's control. By way of example, factors
          outside of AIRVANA"s control include but are not limited to NORTEL
          NETWORKS design


                                  Page 2 of 20

<PAGE>

          changes and Qualcomm ASIC delays. AIRVANA shall provide NORTEL
          NETWORKS with prompt notice of any factor that is expected to cause a
          delay to the Channel Ready date and the parties shall, acting
          reasonably, determine the number of days of delay that are
          attributable to factors outside of AIRVANA's control.

     12.  NORTEL NETWORKS [**] AIRVANA , provided that AIRVANA [**] under the
          Agreement, as follows; [**].

     13.  If the actual Release 4.0 Channel Ready date is delayed beyond the
          scheduled Release 4.0 Channel Ready date (as adjusted in accordance
          with Section 11 of this Amendment No. 4) then commencing after a [**]
          week grace period. NORTEL NETWORKS will receive $[**] in product
          credits for every additional [**] days (after the [**] week grace
          period) of delay to the scheduled Release 4.0 Channel Ready date (as
          adjusted in accordance with Section 11 of this Amendment No. 4). The
          maximum product credits NORTEL NETWORKS will receive under this
          provision will be capped at $[**].

     If the actual Release 3.2 Channel Ready date is delayed beyond the
     scheduled Release 3.2 Channel Ready date (as adjusted in accordance with
     section 11 of this Amendment No. 4) NORTEL NETWORKS will receive 1 for 1
     product credit of a Rev A license (Release 3.2 software for CSM6800 based
     "Data Only Module") for each Rev 0 DOM (Standard CSM5500 MetroCell "Data
     Only Module" or Special CSM5500 MetroCell "Data Only Module") shipped
     between the planned Channel Ready date and the actual Channel Ready date
     and are subsequently replaced. This credit is limited to DOMs returned to
     AIRVANA within a [**] month period after the actual Release 4.0 Channel
     Ready date with no more than [**]% of total returns received after the
     first [**] months. Product credits will be issued upon return of the Rev 0
     DOMs unless otherwise agreed to by AIRVANA.

     14.  The parties agree as follows, and acknowledge that certain of the
          following terms may be incorporated into the development Statement of
          Work and associated Minimum Requirement Specifications set forth on
          attached Exhibits B and C.

     a)   AIRVANA will develop and supply NORTEL NETWORKS with the following
          Products:

               (i)  Software referred to as Release 3.2 that implements 1xEV-DO
                    Rev 0 functionality defined in Exhibit B to this Amendment
                    No. 4 and which executes on the new CSM6800 based DOM
                    Platform

               (ii) Software referred to as Release 4.0 that implements 1xEV-DO
                    Rev A functionality defined in Exhibit C of this Amendment
                    No. 4 and which executes on the BTS DOM, RNC and EMS
                    Platforms

     b)   NORTEL NETWORKS and AIRVANA will agree to a common Hardware design for
          the DOM. Both NORTEL NETWORKS and AIRVANA will have the right to
          manufacture the DOM hardware.

     c)   AIRVANA will have the right to design, manufacture and supply to third
          parties, hardware that reuses any aspect of the DOM Hardware design
          created by the parties under the Agreement with the exception of
          proprietary interfaces required to interface the DOM Hardware to the
          NORTEL NETWORKS BTS and any future NORTEL NETWORKS defined proprietary
          hardware enhancements. AIRVANA will not owe any financial
          consideration to NORTEL NETWORKS resulting from the sale of such
          hardware to third parties. For greater certainty, AIRVANA shall have
          no rights in the NORTEL NETWORKS mini backplane.

     d)   NORTEL NETWORKS may at its option procure Rev A DOM hardware from
          AIRVANA at a price set forth in Appendix A(3). Such price is subject
          to change based on demonstrated cost increases as a result of NORTEL
          NETWORKS' changes to the AIRVANA design. NORTEL NETWORKS' option
          expires May 15, 2005 unless otherwise agreed to among the parties.

     e)   AIRVANA will provide NORTEL NETWORKS with detailed hardware design
          documentation to allow NORTEL NETWORKS to take over long term
          responsibility for the maintenance, enhancement and development of its
          DOM hardware. AIRVANA shall have the right to independently maintain,
          enhance and develop its DOM hardware. NORTEL NETWORKS will have the
          right to change, re-use and repackage this design as required on a
          royalty free basis for all applications except 1xEV-DO solutions.
          1xEV-DO DOM hardware solutions based on Airvana hardware design must
          execute software that is licensed from AIRVANA. For greater certainty,
          Nortel reserves the right implement its own hardware design solution
          based on reference designs not provided by Airvana. If changes to the
          design impact AIRVANA Software, NORTEL NETWORKS will pay for
          development work necessary to ensure proper operation of the system
          (if continued operation is reasonably achievable in light of the
          design changes) at the then current rate for time and material support
          service set forth in Appendix A(3).

     f)   AIRVANA will provide access to and the right to use and modify source
          code for low level hardware drivers associated with the DOM hardware
          design on a royalty free basis for all applications, except use of
          such hardware drivers with 1xEV-DO DOM solutions based on Airvana
          hardware design will be royalty free provided NORTEL NETWORKS is
          purchasing Software from Airvana or paying technology royalty fees
          under the Design License Agreement. For greater certainty, Nortel
          reserves the right to implement its own software solution on its
          independently developed hardware design. If changes to the low level
          hardware drivers impact


                                 Page 3 of 20

<PAGE>

          AIRVANA Software, NORTEL NETWORKS will pay for development work
          necessary to ensure proper operation of the system (if continued
          operation is reasonably achievable in light of the design changes) at
          the then current rate for time and material support service set forth
          in Appendix A(3).

     g)   For greater certainty, this Section 14 of Amendment No. 4 is subject
          to and governed by the provisions of Section 22 (Intellectual Property
          Rights) of the Agreement and nothing in this Section shall be
          construed as a grant by either party to the other of any rights under
          any patents.

     15.  Add section 9.6: NORTEL NETWORKS will notify AIRVANA in writing by May
          15, 2005 unless otherwise agreed to by the parties whether it will
          exercise the option to internalize the manufacturing of the DOM as
          provided in this Agreement. If NORTEL NETWORKS elects to manufacture
          Rev A DOMs, as provided for in this Agreement, Hardware Technical
          Support and Hardware repair and return services for those products
          will become the responsibility of NORTEL NETWORKS. AIRVANA will
          reasonably provide NORTEL NETWORKS with technical support consistent
          with Section 9.3 of this Agreement.

          A new section 9.7 is added to the Agreement as follows: "9.7 Promptly
          following execution of Amendment No. 4 to the Agreement, the parties
          shall expeditiously and in good faith, negotiate a definitive design
          transfer license agreement ("License Agreement") incorporating the
          terms and conditions set forth on Exhibit A. Upon written request from
          NORTEL NETWORKS the parties shall execute the License Agreement agreed
          to by the parties. It is understood however, that if for any reason
          the parties have failed to execute a License Agreement at the time
          Nortel gives such notice, then the terms of such Exhibit A shall
          constitute binding obligations of the parties."

     16.  The first paragraph of Section 9.2 is hereby deleted and replaced
          with;

     AIRVANA hereby agrees to make available to NORTEL NETWORKS the technical
     support services described below in this Section 9.2 for the Product for
     the duration of the Warranty Period, and in successive renewable [**] month
     periods for at least [**] years after the expiry of the Warranty Period.
     These technical support services shall be provided at no charge to NORTEL
     NETWORKS during the Warranty Period. The successive renewable [**] month
     technical support periods shall be priced in accordance with the fees for
     such support set forth in Appendix A(3) and invoiced for each [**] in
     advance (or prorated if for a partial calendar quarter). The fees for
     services will be determined once per year in December for the next calendar
     year based on the number of Products for which NORTEL NETWORKS requires
     support and;

          a)   are off warranty effective January 1st. The applicable fee for
               each [**] will be [**] of the annual Post Warrant Support
               Services fee, and

          b)   scheduled to come off of warranty during the calendar year. The
               applicable fee for each [**] will be [**] of the annual Post
               Warrant Support Services fee and will be prorated on a daily
               basis for the partial quarters.

     Should changes in the population of Product requiring Post Warranty Support
     Services occur during the calendar year resulting in an increase or
     decrease of units requiring support the parties will adjust the payments
     for the following [**].

     AIRVANA's rates for Other Support Service in Appendix A(3) may be increased
     from time to time by a percentage amount no greater than the percentage
     increase in the industry wage average in the United States based upon
     independent third party surveys.

     The Product support service shall as a minimum provide for:

     17.  Provided that AIRVANA is in material compliance with its obligations
          under the Agreement, NORTEL NETWORKS will make certain fixed payments
          to AIRVANA in the amount of [**] Dollars U.S. ($[**] U.S.) [**]
          commencing January 1st, 2005 and ending with the shipment of unit [**]
          of the CSM6800 based DOM product. The final fixed payment shall be
          reduced for the [**] in which the [**] unit is scheduled to be
          shipped. For example if unit [**] is scheduled to ship on [**] the
          final payment would be [**]. The parties further agree to meet and
          determine the necessary adjustment payment or credit due within [**]
          days of achieving the [**] unit shipment.

     The fixed payments will be invoiced by AIRVANA in the amount of [**]
     Dollars U.S. ($[**] U.S.) or in the amount of the final payment no earlier
     than the [**] but only so long as the Agreement remains in effect. Payment
     terms for such fixed payments shall be net [**] days from the date of
     invoice.

     18.  Add section 19.3

          19.3 - Right of Notification


                                  Page 4 of 20

<PAGE>

     19.3.1 Rights of Notification of CoC Offers and Minority Investments:

               (a)  CoC offers: Provided that NORTEL NETWORKS's license and fee
                    payments to AIRVANA under the Agreement in the prior [**]
                    months are greater than $[**], NORTEL NETWORKS shall be
                    granted a Right of Notification upon receipt by AIRVANA or
                    any of its officers, employees, directors or shareholders of
                    a bona fide offer from any corporation, partnership, person
                    or other entity or group (other than NORTEL NETWORKS) to
                    effect a Change of Control (as defined below) of AIRVANA (a
                    "CoC Offer")

               (b)  Minority Offers: Provided that NORTEL NETWORKS' license and
                    fee payments to AIRVANA under the Agreement in the prior
                    [**] months are greater than $[**], to the extent permitted
                    in light of Airvana's confidentiality obligations with third
                    parties, NORTEL NETWORKS shall be granted a Right of
                    Notification upon AIRVANA's or an AIRVANA shareholder's
                    receipt of a bona fide offer from a NORTEL NETWORKS
                    Competitor to acquire a minority equity interest in AIRVANA
                    of at least 20% of the equity in Airvana in one or a series
                    of transactions ("Minority Offer") that AIRVANA's management
                    recommends that AIRVANA's Board of Directors accept.

               (c)  Notice required: Upon the occurrence of the events described
                    in part 2(a) or 2(b) above, AIRVANA shall give NORTEL
                    NETWORKS written notice ("Notice") no later than [**] hours
                    after AIRVANA or any of its officers, employees, directors
                    or shareholders receives such a CoC Offer or management's
                    recommendation that the Board of Directors accept such a
                    Minority Offer.

               (d)  Waiting Period: Beginning from AIRVANA's receipt of the CoC
                    Offer or Minority Offer subject to the Rights of
                    Notification described in this part 2 herein and continuing
                    for a minimum of [**] business days following NORTEL
                    NETWORKS' receipt of the Notice with respect thereto,
                    AIRVANA shall not accept such CoC Offer or Minority Offer
                    from a third party.

     19.3.2 Director or Observer rights:

          If AIRVANA enters into a 1xEV-DO OEM/reseller agreement with any
          similarly situated third party and grants such third party the right
          to appoint a director or observer to AIRVANA's Board of Directors,
          AIRVANA shall offer the same right to NORTEL NETWORKS, provided that
          NORTEL NETWORKS's equity ownership in AIRVANA is equal to or greater
          than that of such third party.

     19.3.3 General:

               (a)  The rights granted to NORTEL NETWORKS above shall terminate
                    upon the closing of a QIPO (Qualified Initial Public
                    Offering) of AIRVANA stock.

               (b)  Any new CoC Offer or Minority Offer from the same offeror
                    containing materially different terms or any new CoC Offer
                    or Minority Offer from a different offeror will trigger the
                    above process again.

               (c)  AIRVANA will ensure that its officers, employees, directors,
                    shareholders, affiliates and legal, accounting and financial
                    advisors or agents adhere to the terms of this section.

               (d)  For purposes of the Right of Notification described herein,
                    a "Change of Control" means (i) a merger, acquisition, sale
                    of voting control or other business combination as a result
                    of which the current shareholders of AIRVANA prior to such
                    transaction would no longer hold more than 50% of the voting
                    power of the acquiring or surviving corporation, and/or (ii)
                    the sale of all or substantially all of the assets of
                    AIRVANA.

     19.  The following phrase is added at the end of section 22.5: "or NORTEL
          NETWORKS".

     20.  Add Appendix M - ESCROW DEPOSITOR ACCEPTANCE FORM AND AMENDMENT
          (attached)

     21.  Add Section 32.11 Escrow

     32.11 Escrow

     AIRVANA and NORTEL NETWORKS will execute the Depositor Acceptance Form and
     Amendment modifying the terms and conditions of the Master Escrow Agreement
     dated February 1, 2003 between DSI and NORTEL NETWORKS Limited ("Escrow
     Agreement") attached hereto and incorporated herein as Appendix M by April
     1st, 2005.

     During the term of this Agreement, and for a period up to [**] years
     following termination as long as Product is covered under Warranty or is
     subject to the support and maintenance terms of this Agreement or of a
     separate support and maintenance agreement between the parties, AIRVANA
     will provide updates to the deposit materials for all changes to the
     Product, as identified in Appendix C Section 12, no later than [**] days
     after AIRVANA delivers the changes to NORTEL NETWORKS, unless otherwise
     approved by NORTEL NETWORKS in writing. AIRVANA will provide updates to the
     deposit materials for all other changes to the Product, as identified in
     Appendix C Section 13, no later than [**] days after implementation of a
     change, unless otherwise approved by NORTEL NETWORKS


                                  Page 5 of 20
<PAGE>

     in writing.

     Upon a release of any Deposit Materials to NORTEL NETWORKS pursuant to
     Sections 5.1of the Escrow Agreement, as amended by the Escrow Depositor
     Acceptance Form and Amendment attached as Appendix M to this Agreement,
     NORTEL NETWORKS will have a non-exclusive, worldwide license, to use the
     released Deposit Materials in accordance with the license set forth in
     Section 32.1. Release of the Deposit Materials shall not affect NORTEL
     NETWORKS' obligations to pay royalties or other fees under this Agreement
     unless, in the case of fees, NORTEL NETWORKS is providing the support or
     services associated with such fee(s) in which case no further fee payment
     will be due to AIRVANA.

     22.  Section 32.1 is deleted and new Section 32.1 is inserted;

     32.1 In the event that AIRVANA:

          (a)  fails to deliver to NORTEL NETWORKS at least [**] percent ([**]%)
               of the quantities of Products covered by Orders placed by NORTEL
               NETWORKS for the first month of the binding portion of the
               Forecast in accordance with Clause 5.3 during any period
               consisting of [**]; provided, however, that if AIRVANA rejects
               Orders or portions thereof for any Excess Quantities (as defined
               in Clause 5.2) for the same [**] time period, the quantities
               covered by such rejected Orders or portions thereof shall not be
               considered in the calculations for determining if AIRVANA failed
               to deliver the required minimum of [**] percent ([**]%) set forth
               above; and provided also that such [**] percent ([**]%) shall not
               include any defective Products or Products that otherwise do not
               materially conform to the requirements of the Order or this
               Agreement; or

          (b)  implements a Product withdrawal in breach of Clause 3.3 without
               making available a functionally equivalent or superior product,
               on equal commercial terms; or

          (c)  is sold or otherwise experiences a change of control, and its
               successor or controlling entity does not provide NORTEL NETWORKS
               with written acknowledgement within [**] days of NORTEL NETWORKS'
               request for such written acknowledgement that it continues to be
               bound by, and shall duly and punctually perform, all of the
               provisions of this Agreement; or

          (d)  ceases doing business as a going concern; has a receiver,
               administrator or manager of its property, assets or undertakings
               appointed in such circumstances as would substantially affect
               NORTEL NETWORKS' continuing supply or use of the Product in
               accordance with this Agreement; files a petition seeking
               liquidation, dissolutionor winding up; makes an assignment in
               bankruptcy or is adjudicated a bankrupt; makes a general
               assignment for the benefit of its creditors; is ordered by any
               court of competent jurisdiction to be wound up; or become
               insolvent or makes a sale in bulk of a substantial portion of its
               assets; or

          (e)  shall have failed or shall have ceased to support the Product as
               provided for in this Agreement, including reasonable requirements
               for new facilities and features for Products requested by NORTEL
               NETWORKS. NORTEL NETWORKS shall, prior to the exercising of this
               right, provide AIRVANA notice and afford AIRVANA [**] days to
               remedy the situation; or

          (f)  shall have failed or shall have ceased to support the Design
               Transfer obligations as defined in the Exhibit A to Amendment No.
               4 to this Agreement.

     then NORTEL NETWORKS may place Orders or Releases for Products directly
     with AIRVANA's manufacturer(s) and trigger the release of the applicable
     Deposit Materials from escrow. AIRVANA shall direct such manufacturer(s) to
     accept such Orders and Releases and provide the Products directly to NORTEL
     NETWORKS. Without limiting any other provisions herein, if the deposit
     materials are released from escrow, NORTEL NETWORKS shall have, and is
     hereby granted a license, to use , copy and modify the Deposit Materials
     and associated intellectual property rights to make, have made, support,
     maintain, modify, enhance, produce and distribute, the Products, subject to
     the following limitations;

          a.)  Where the event triggering the release of the Deposit Materials
               from escrow relates solely to the hardware portion of the
               Products under 32.1(a), Nortel Networks shall not have a right to
               access any deposit materials that relate solely to the software
               source code portion of the Product and the rights granted under
               this license will be limited to those related to the hardware
               portion of the Product.

          b.)  Where the event triggering the release of the Deposit Materials
               is under 32.1(e) and provided that Airvana can provide reasonable
               assurance to Nortel Networks that AIRVANA will continue to meet
               its other support obligations Nortel Networks will not modify or
               enhance the Product for new facilities and features.

          c.)  Where the event triggering the release of the Deposit Materials
               is under 32.1(f) Section 32.3 of this Agreement will not apply.
               However, the royalty provisions as specified in Exhibit A of
               Amendment No. 4 will apply.


                                  Page 6 of 20

<PAGE>

          AIRVANA shall at NORTEL NETWORKS' expense provide such assistance as
          NORTEL NETWORKS may reasonably request in order to enable NORTEL
          NETWORKS, its agents, manufacturers and affiliates to fully exercise
          its rights relating to its use of the Deposit Materials.

     23.  Section 32.2 is deleted and new Section 32.2 is inserted;

     32.2 NORTEL NETWORKS shall have the right to sublicense this grant to a
     third party manufacturer, for the sole purpose of providing the Products
     directly on behalf of NORTEL NETWORKS. AIRVANA shall provide NORTEL
     NETWORKS or its designated manufacturer with all necessary rights,
     information and materials (but not tooling or machinery) in order to permit
     someone reasonably skilled in the industry to manufacture and support the
     Product(s) within their manufacturer's facilities. Such information
     includes, by example and not by way of limitation:

          (i)  manufacturing drawings and specifications of raw materials and
               components comprising such parts;

          (ii) manufacturing drawings and specifications covering special
               tooling and the operation thereof;

          (iii) a detailed list of all commercially available parts and
               components purchased by AIRVANA on the open market disclosing the
               part number, name and location of the supplier, and
               non-confidential price lists for the purchase thereof, if in
               AIRVANA's possession; and

          (iv) one complete copy of the then current source and binary code used
               in the preparation of any Software licensed or otherwise acquired
               by NORTEL NETWORKS from AIRVANA hereunder.

     Any designated manufacturer of NORTEL NETWORKS will enter into appropriate
     confidentiality agreements with its employees, contractors/suppliers and
     NORTEL NETWORKS. AIRVANA shall assist NORTEL NETWORKS in obtaining any
     required assignment of rights to third party technology in the Product(s).
     For greater certainty, the Deposit Materials that AIRVANA shall deposit and
     update in accordance with the terms of the Escrow Agreement shall include
     all of the information and materials referenced above.

     24.  Section 10B(b) of Appendix C is deleted and new Section 10B(b) of
          Appendix C is inserted; (b) NORTEL NETWORKS shall, prior to the
          exercising of this right, provide AIRVANA notice pursuant to Clause
          10B above and afford AIRVANA [**] days to remedy the situation to
          NORTEL NETWORKS' satisfaction and if not remedied trigger the release
          of the Deposit Materials from escrow.

In all other respects the Agreement, as amended, remains unchanged.

IN WITNESS WHEREOF, the parties have caused this Amendment No. 4 to be signed by
their duly authorized representatives as of the Effective Date, although
actually signed by the parties on the dates set forth below their respective
signatures.

AIRVANA INC.                            NORTEL NETWORKS INC.


By: /s/ Randall A. Battat               By: /s/ Doug Wolfe
    ---------------------------------       ------------------------------------
    (Signature)                            (Signature)
Name: Randall A. Battat                 Name: Doug Wolfe
      (Print)                                 (Print)
Title: President & CEO                  Title: VP PLM

Date: 4/13/05                           Date: 4/01/05


                                  Page 7 of 20

<PAGE>

                                 APPENDIX A (3)

         PRODUCTS (HARDWARE AND SOFTWARE), AND SERVICES; PRICES AND FEES

                                    HARDWARE

<TABLE>
<CAPTION>
                            NORTEL
                AIRVANA    NETWORKS
                 ORDER    PRICE FOR
HARDWARE NAME    NUMBER    HARDWARE   NOTES
-------------   -------   ---------   -----
<S>             <C>       <C>         <C>
[**]              TBD        [**]      [**]
[**]              TBD        [**]      [**]
[**]              TBD        [**]      [**]
</TABLE>


                                  Page 8 of 20

<PAGE>

                                    SOFTWARE

<TABLE>
<CAPTION>
SOFTWARE NAME (SOFTWARE MAY               NORTEL
BE DELIVERED SEPARATELY       AIRVANA    NETWORKS
FROM THE HARDWARE OR           ORDER    PRICE FOR
EMBEDDED IN THE HARDWARE)     NUMBER     SOFTWARE   NOTES
---------------------------   -------   ---------   -----
<S>                           <C>       <C>         <C>
[**]                            TBD        [**]      [**]
[**]                            TBD        [**]      [**]
[**]                            TBD        [**]      [**]
[**]                            TBD        [**]      [**]
[**]                            TBD        [**]      [**]
[**]                                       [**]
</TABLE>

[**].


                                  Page 9 of 20

<PAGE>

                         POST-WARRANTY SUPPORT SERVICES

<TABLE>
<CAPTION>
                                 NORTEL
                      AIRVANA   NETWORKS
SUPPORT SERVICE BY     ORDER      PRICE
PRODUCT OR SOFTWARE    NUMBER   PER YEAR   NOTES
-------------------   -------   --------   -----
<S>                   <C>       <C>        <C>
[**]                    TBD       [**]      [**]
[**]                    TBD       [**]      [**]
[**]                    TBD       [**]      [**]
</TABLE>

<TABLE>
<CAPTION>
Other Support   Nortel Networks   Notes
   Service           Price
-------------   ---------------   -----
<S>             <C>               <C>
     [**]             [**]         [**]
     [**]             [**]         [**]
     [**]             [**]         [**]
</TABLE>


                                  Page 10 of 20

<PAGE>

                                TRAINING COURSES

<TABLE>
<CAPTION>
COURSE   COURSE
NUMBER   LENGTH                    COURSE TITLE / DESCRIPTION                   PRE-REQUISITES
------   ------                    --------------------------                   --------------
<S>      <C>      <C>                                                           <C>
                  INTRODUCTION TO 1XEV-DO NETWORK CONCEPTS                      None
101      2 DAYS   PRIMARY AUDIENCE: First and second line support
                  CONTENTS: Classroom only. This course covers basics of the
                  TCP/IP protocol, IP routing protocols, Data Link Protocols,
                  basic CDMA protocol operation, and the 1xEV-DO protocol.

                  BASIC 1XEV-DO - CONCEPTS AND OPERATION

201      5 DAYS   PRIMARY AUDIENCE: First and second line support and           101 OR
                  technical field personnel, network planners                   EQUIVALENT
                  CONTENTS: Classroom and lab. This course covers the
                  1xEV-DO system, airlink, signaling and applications in
                  detail; hands-on work with the DOM, RNC & ANM, and basic
                  network troubleshooting, OMs & logging.

                  ADVANCED 1XEV-DO - CONCEPTS AND OPERATION

301      4 DAYS   AUDIENCE: First and second line support, technical field      201
                  personnel, network planners
                  CONTENTS: Classroom and lab. This course covers advanced
                  topics including RF optimization, network optimization,
                  performance analysis, detailed throughput performance
                  troubleshooting.
</TABLE>

PRICING TABLE

<TABLE>
<CAPTION>
                                                     TOTAL COST / NUMBER OF STUDENTS
COURSE NUMBER /                              ----------------------------------------------
COURSE TITLE               LOCATION            6     7       8     9      10     11     12
---------------     ----------------------   ----   ----   ----   ----   ----   ----   ----
<S>                 <C>                      <C>    <C>    <C>    <C>    <C>    <C>    <C>
101 Introduction    Airvana/Chelmsford       [**]   [**]   [**]   [**]   [**]   [**]   [**]
to 1xEV-DO          Customer/US & Canada     [**]   [**]   [**]   [**]   [**]   [**]   [**]
Network Concepts    Customer/International   [**]   [**]   [**]   [**]   [**]   [**]   [**]

201 Basic 1xEV-DO   Airvana/Chelmsford       [**]   [**]   [**]   [**]   [**]   [**]   [**]
- Concepts and      Customer/US & Canada     [**]   [**]   [**]   [**]   [**]   [**]   [**]
Operation           Customer/International   [**]   [**]   [**]   [**]   [**]   [**]   [**]

301 Advanced        Airvana/Chelmsford       [**]   [**]   [**]   [**]   [**]   [**]   [**]
1xEV-DO -           Customer/US & Canada     [**]   [**]   [**]   [**]   [**]   [**]   [**]
Concepts and        Customer/International   [**]   [**]   [**]   [**]   [**]   [**]   [**]
Operation
</TABLE>

*    - Applicable once Airvana has facilities capable of accommodating number
     of students (target 2Q05)

     CANCELLATION POLICY:

The following cancellation policy shall apply:

a)   Reschedule 14+ days, no charge 1st time only, then considered a
     cancellation as below.

b)   Cancel 14-29 days before delivery date, [**]% of services charged.

c)   Cancel 7-13 days before delivery date, [**]% of services charged.

d)   Cancel 0-6 days before delivery date, [**]% of services charged.


                                Page 11 of 20

<PAGE>

                                  EXHIBIT A

                        Design and Technology License

1.   Definitions:

     "Annual Volume" means, for the purposes of determining the royalty
     payable under section 9 below, the total volume during the immediately
     preceding 4 calendar quarters, as determined on the last day of the
     fourth quarter of such 4 calendar quarters, of ;

          a)   DOM Hardware Products purchased or ordered for delivery under
               the Airvana / Nortel Purchase Agreement, and

          b)   DOM Software Products deployed by Nortel Networks under the
               Airvana / Nortel Purchase Agreement, and

          c)   Nortel EVDO Products which a royalty is payable hereunder

     "Design Transfer Documentation" means the specifications, interface
     specifications, compatibility specifications, design documentation, and
     other technical materials specified in Schedule 1 to this Exhibit. Any
     Design Transfer Documentation will be limited to releases not greater
     than the maximum numbered release for which there is a development
     agreement between Nortel and Airvana.

     "DOM Module" means channel card hardware and software supporting EVDO in
     1.25 MHz of spectrum.

     "EVDO Products" means products listed in Appendix A of the Airvana /
     Nortel Purchase Agreement.

     "License Agreement" means the license agreement granting rights to the
     Design Transfer Documentation referenced in Section 2 of this Exhibit.

     "Nortel EVDO Product" means a DOM Module incorporating Nortel Networks
     DOM software based, in more than an incidental manner, on the Design
     Transfer Documentation or a DOM Module communicating with Nortel
     Networks RNC software based, in more than an incidental manner, on the
     Design Transfer Documentation.

     "SOW" means the statement of work setting out the schedules, acceptance
     criteria and details relating to the Design Transfer Documentation to be
     delivered hereunder.

2.   Following execution of Amendment No. 4 to the Nortel / Airvana Purchase
     Agreement, the parties shall expeditiously and in good faith negotiate a
     definitive design transfer license agreement ("License Agreement") and
     SOW incorporating the terms of this exhibit. When completed such License
     Agreement and SOW will be attached as a schedule to this Exhibit,
     however the License Agreement will only be executed following a notice
     from Nortel Networks pursuant to the terms of Section 9.7 of the
     Agreement. It is understood however, that if for any reason the parties
     have not finalized the License Agreement prior to the date Nortel gives
     such notice, then the terms of this exhibit set forth below shall come
     into force and constitute binding obligations of the parties, and


                                Page 12 of 20

<PAGE>

     references herein to the date of execution of the License Agreement
     shall instead refer to the date on which Nortel Networks provided notice
     under section 9.7.

3.   Nortel may require that the parties execute the License Agreement at any
     time during the term of this Agreement. Notice from NORTEL NETWORKS
     pursuant to the terms of Section 9.7 of the Agreement shall be
     considered a Nortel caused delay to existing programs and, if such
     notice occurs between a Business Readiness review and a planned Channel
     Ready date for Release 3.2 or 4.0, the planned Channel Ready date will
     be adjusted per Section 11 of Amendment No.4.

     If NORTEL NETWORKS implements a commercial Nortel EVDO Product prior to
     the end of the term of this Agreement, NORTEL NETWORKS at its sole
     discretion may;

          a.) continue to use AIRVANA provided DOM Software; or

          b.) use a NORTEL NETWORKS provided DOM Software provided that
          NORTEL NETWORKS shall pay a royalty equal to the license fee
          applicable to AIRVANA Software for DOM Products (set forth in
          Appendix A3) for each Nortel provided DOM Software product sold
          prior to the end of the term of this Agreement; or

          c.) use a NORTEL NETWORKS provided DOM Software under the terms of
          this license should AIRVANA be in material breach of the Agreement
          and not be able to deliver the required Software solution in
          accordance with the Minimum Requirements Specifications.

4.   Airvana will provide an initial complete copy of the Design Transfer
     Documentation, as identified in Schedule 1 of this exhibit, of the then
     current Customer Ready release within [**] days following notice from
     NORTEL NETWORKS pursuant to the terms of Section 9.7 of the Agreement

     Airvana will provide an updated version of the Design Transfer
     Documentation, as identified in Schedule 1 of this Exhibit A, for the
     Target Release within [**] days of achieving the Customer Ready date for
     the Target Release or [**] days from the delivery of the initial copy,
     whichever is later. "Target Release" is defined as a release not greater
     than the maximum numbered release for which there is a development
     agreement between Nortel and Airvana and specified by Nortel Networks in
     writing at the time of NORTEL NETWORKS provides a notice pursuant to the
     terms of Section 9.7 of the Agreement. The mutually agreed planned
     Customer Ready date for the Target Release must be planned to occur no
     more than [**] days after the date of notice from NORTEL NETWORKS
     pursuant to the terms of Section 9.7 of the Agreement

     After delivery of the complete Design Transfer Documentation associated
     with the initial and Target Releases and at Nortel's request, Airvana
     will provide a subsequent update to the documentation associated with
     Schedule 1 for an additional specified release, limited to releases not
     greater than the maximum numbered release for which there is a
     development agreement between Nortel and Airvana, within [**] days of
     Nortel's request or within [**] days of achieving Customer Ready of the
     additional specified release,


                                Page 13 of 20

<PAGE>

     whichever is later. Airvana will be obligated to provide no more than
     one such update, and the fee to be paid by NORTEL NETWORKS is a one-time
     fee of $[**].

     Nortel shall reimburse Airvana for all its reasonable costs incurred in
     connection with the preparation of the Design Transfer Documentation at
     its standard time and materials rates per Appendix A.

5.   Airvana grants NORTEL NETWORKS a non-exclusive, irrevocable worldwide
     license, under Airvana's intellectual property rights to use, copy and
     modify the Design Transfer Documentation to make, have made, use, copy,
     modify, import, sell, offer for sale, lease or otherwise distribute
     directly and through agents and distributors, products that are based
     upon or incorporate the Design Transfer Documentation. It is understood
     that the foregoing license shall be royalty bearing for all Nortel EVDO
     Products in accordance with section 9 below. For greater certainty, no
     royalties are payable for products that are not more than incidentally
     based on the Design Transfer Documentation. Nortel shall not have the
     right to otherwise extend this license to third parties.

6.   Airvana represents and warrants that it has all rights necessary to
     grant the license provided for herein.

7.   The Design Transfer Documentation as identified in Schedule 1 to this
     Exhibit A shall be sufficiently comprehensive to enable an individual
     reasonably skilled in the applicable technology, to develop, enhance and
     maintain products that are backward compatible with deployed EVDO
     Products. Airvana will promptly resolve issues identified by Nortel
     Networks where Product functionality is not consistent with the Design
     Transfer Documentation.

8.   Nortel Networks shall pay AIRVANA for the Design Transfer Documentation
     and the license granted hereunder:

          (a)  a fee of [**] US ($[**]) upon notice from NORTEL NETWORKS
               pursuant to the terms of Section 9.7 of the Agreement; and

          (b)  an additional [**] dollars ($[**]) upon delivery to Nortel
               Networks of the final copy of the Design Transfer
               Documentation for the Target Release provided that the Design
               Transfer Documentation is substantially complete; and

          (c)  an additional [**] dollars US ($[**]) upon acceptance by
               Nortel Networks of the Design Transfer Documentation which is
               expected to occur within [**] days of delivery. Airvana shall
               promptly correct any deficiencies noted by Nortel Networks.
               Nortel Networks acceptance of the Design Transfer
               Documentation will not be unreasonably withheld.

     Payment terms for such fixed payments shall be net [**] days from the
     date of invoice.

9.   Nortel Networks will pay a royalty for each Nortel EVDO Product sold by
     Nortel for use in a customer's live network net of units reported as
     sold that were not accepted by the customer and subsequently returned.
     The royalty will be;


                                Page 14 of 20

<PAGE>

          (a)  If the Annual Volumes is less than [**] units the royalty is
               $[**] per Nortel EVDO Product; or

          (b)  If the Annual Volumes is greater than or equal to [**] units
               and less than [**] units the royalty is $[**] per Nortel EVDO
               Product

          (c)  If the Annual Volumes is greater than or equal to [**] units
               the royalty is $[**] per Nortel EVDO Product

     Payment of these fees will be per section 30.6, 30.9 and 30.12 of the
     Agreement.

     The royalty will apply to all Nortel EVDO Products sold. In addition,
     once Nortel EVDO Products are deployed into a specific market for a
     specific wireless operator (examples: Verizon Los Angeles or Sprint
     Kansas City), the royalty rates above will apply to all DOM Modules sold
     into that market for [**] years from the date of first commercial
     shipment of Nortel EVDO Product regardless of whether they are based on
     the Design Transfer Documentation.

     After [**] years from the date of first commercial shipment of Nortel
     EVDO Product at which time the parties will renegotiate in good faith
     revised commercial terms providing that the royalties may be reduced.
     For greater certainty, if the value of the Design Transfer Documentation
     incorporated into the Nortel EVDO Product is reduced the royalty will be
     reduced correspondingly. For greater certainty, the license rights
     granted to Nortel shall survive any termination of this License
     Agreement.

10.  For a period of no less than [**] months after Nortel accepts the Design
     Transfer Documentation, Airvana shall provide such support and
     assistance for the Design Transfer Documentation as Nortel may
     reasonably require at the time and materials rates specified in Appendix
     A-3 to the Airvana Nortel Purchase Agreement. Such support shall be
     provided in a timely and efficient manner by skilled and competent
     workers.

                                    * * *


                                Page 15 of 20

<PAGE>

                  SCHEDULE 1 - DESIGN TRANSFER DOCUMENTATION

This document describes the 1xEV-DO call processing and DOM-RNC, EMS-DOM and
EMS-RNC interface descriptions that will be delivered to Nortel subsequent to
an initiation of the Design Transfer process.

     1    RNC-DOM and EMS-DOM Interface Descriptions for Compatibility with
          'Older' DOM's running Airvana Software.

          1.1  DOM-RNC Interfaces Covered

          Interface documentation will be similar in scope to specifications
          defined by industry standards organizations, such as TIA, and will
          be sufficient to allow Nortel to develop a backwards-compatible
          BSC. The documentation will include: interfaces for homing
          interactions between the DOM and the RNC, interfaces for 1xEV-DO
          common channel and traffic channels and interfaces for signaling
          messages needed to setup/teardown of such channels, and all known
          error paths and failure scenarios. The documentation provided will
          include any interactions between the RNC and DOM for provisioning,
          initialization, upgrade and known failure scenarios.

          1.2  EMS-DOM Interfaces Covered

          Interface documentation will be similar in scope to specifications
          defined by industry standards organizations, such as TIA, and will
          be sufficient to allow Nortel to develop a backwards-compatible
          EMS. The documentation will include: EMS to DOM OAM messaging,
          XML/HTTP schema and interfaces for management and retrieval of OAM
          data, translation of SNMP traps and states to alarms, format of
          OMs, logs and any other data that is uploaded to the EMS, sequences
          related to a software upgrade of the DOMs, sequences related to
          backup and restore of the DOMs, any other interactions that occur
          between the EMS and the DOM to allow the DOM to be fully managed,
          and all known error paths and failure scenarios.

                        Schedule 2 - Statement of Work

[To be inserted once final]

                        Schedule 3 - License Agreement

[ To be inserted once final]


                                Page 16 of 20

<PAGE>

EXHIBIT B - RELEASE 3.2 FUNCTIONALITY

[**]

EXHIBIT C- RELEASE 4.0 FUNCTIONALITY

[**]


                                Page 17 of 20

<PAGE>

                                  APPENDIX M

                ESCROW DEPOSITOR ACCEPTANCE FORM AND AMENDMENT

                          Account Number 22381 (XX)

Airvana, Inc. ("Depositor"), Nortel Networks Inc. (the "Preferred
Beneficiary") and DSI Technology Escrow Services, Inc. ("DSI"), hereby
acknowledge that Airvana, Inc. is the Depositor referred to in the Master
Escrow Agreement ("Escrow Agreement") effective February 1, 2003 with DSI as
the escrow agent and Nortel Networks Inc. as the Preferred Beneficiary. In
addition to DSI and the Preferred Beneficiary by its signature below,
Depositor hereby agrees to be bound by all provisions of such Escrow
Agreement, a copy of which is attached hereto as Attachment 1 to this
Appendix M; provided, however, the parties agree that for the limited
purposes of Airvana, Inc.'s Deposit Materials under this Escrow Agreement,
the Escrow Agreement is amended as follows:

     1.   For purposes of this Depositor Acceptance Form and Amendment
          references to "License Agreement" in the Escrow Agreement means the
          OEM Purchase and Sale Agreement No. 011174 between Nortel Networks
          Inc. and Airvana, Inc., effective 1st day of October, 2001.

     2.   Revise the last sentence of Section 6.3 as follows: If DSI does not
          receive said joint written instructions within 60 days of the date
          of DSI's written termination notice, then DSI shall destroy, return
          or otherwise deliver the Deposit Materials in accordance with
          Section 6.4

     3.   Delete Section 5.1 in its entirety and replace with the following

          5.1  Release Conditions. As used in this Escrow Agreement, "Release
               Condition" means:

     a.)  fails to deliver to NORTEL NETWORKS at least [**] percent ([**]%)
          of the quantities of Products covered by Orders placed by NORTEL
          NETWORKS for the first month of the binding portion of the Forecast
          in accordance with Clause 5.3 during any period consisting of [**];
          provided, however, that if AIRVANA rejects Orders or portions
          thereof for any Excess Quantities (as defined in Clause 5.2) for
          the same [**] time period, the quantities covered by such rejected
          Orders or portions thereof shall not be considered in the
          calculations for determining if AIRVANA failed to deliver the
          required minimum of [**] percent ([**]%) set forth above; and
          provided also that such [**] percent ([**]%) shall not include any
          defective Products or Products that otherwise do not materially
          conform to the requirements of the Order or this Agreement; or

     b.)  implements a Product withdrawal in breach of Clause 3.3 without
          making available a functionally equivalent or superior product, on
          equal commercial terms; or

     c.)  is sold or otherwise experiences a change of control, and its
          successor or controlling entity does not provide NORTEL NETWORKS
          with written acknowledgement within [**] days of NORTEL NETWORKS'
          request for such written acknowledgement that it continues to be
          bound by, and shall duly and punctually perform, all of the
          provisions of this Agreement; or

     d.)  ceases doing business as a going concern; has a receiver,
          administrator or manager of its property, assets or undertakings
          appointed in such circumstances as would substantially affect
          NORTEL NETWORKS' continuing supply or use of the Product in
          accordance with this Agreement; files a petition seeking
          liquidation, dissolution or winding up; makes an assignment in
          bankruptcy or is adjudicated a bankrupt; makes a general assignment
          for the benefit of its creditors; is ordered by any court of
          competent jurisdiction to be wound up; or become insolvent or makes
          a sale in bulk of a substantial portion of its assets; or

     e.)  shall have failed or shall have ceased to support the Product as
          provided for in this Agreement, including reasonable requirements
          for new facilities and features for Products requested by NORTEL
          NETWORKS. NORTEL NETWORKS shall, prior to the


                                Page 18 of 20

<PAGE>

          exercising of this right, provide AIRVANA notice and afford AIRVANA
          [**] days to remedy the situation.

     f.)  ceases or is unwilling, to provide commercially adequate warranty
          support, technical support or maintenance for the Products in
          accordance with the terms and conditions of the Agreement;

     g.)  shall have failed or shall have ceased to support the Design
          Transfer obligations as defined in the Exhibit A to Amendment No. 4
          to this Agreement.

     4.   Notwithstanding anything to the contrary in the Escrow Agreement,
          DSI will not release Deposit Material related solely to Source Code
          if the trigger event is per 5.1 (a).

DSI will not be required to inquire into the truth or evaluate merit of any
statement or representation contained in any notice or document. DSI shall
not be responsible for failure to act as a result of causes beyond the
reasonable control of DSI.

Notices and communications to Depositor should be addressed to:

Depositor Company Name: Airvana, Inc.
Address: Designated Contact: General Counsel
Telephone: __________________
Facsimile: __________________
E-Mail: __________________
Verification Contact (required): __________________

Notices and Invoices to Preferred Beneficiary concerning this escrow
arrangement should be addressed to:

Preferred Beneficiary:  Nortel Networks Inc.
Address: 2221 Lakeside Blvd., Richardson, Texas 75082
Designated Contact: Hal Naboshek, Legal Counsel
Telephone: (972) 684-5942
Facsimile: (972) 685-3504
E-Mail:__________________
Verification Contact (required): __________________
P.O.#, if required: __________________

Requests to change the designated contact should be given in writing by the
designated contact or an authorized employee.

Contracts, Deposit Materials and notices to DSI should be addressed to:

DSI Technology Escrow Services, Inc.
Contract Administration
9265 Sky Park Court, Suite 202
San Diego, CA 92123
Telephone: (858) 499-1600
Facsimile: (858) 694-1919
E-Mail: clientservices@dsiescrow.com

Invoice inquiries and fee remittances to DSI should be addressed to:

DSI Technology Escrow Services, Inc.
P.O. Box. 27131
New York, NY 10087-7131

Wire Information:
Routing # 021000021
Acct# 323285228

Bank Address:
JP Morgan Chase Bank
280 Park Avenue
New York, NY 10017

Funds Transfer Phone#
(866) 223-0359


                                Page 19 of 20

<PAGE>

                                        Nortel Networks Inc. - Preferred
Seller - Depositor                      Beneficiary


By:                                     By:
    ---------------------------------       ------------------------------------
Print Name:                             Print Name:
            -------------------------               ----------------------------
Title:                                  Title:
       ------------------------------          ---------------------------------
Date:                                   Date:
     --------------------------------         ----------------------------------


DSI Technology Escrow Services, Inc.


By:
    ---------------------------------
Print Name:
            -------------------------
Title:
       ------------------------------
Date:
      -------------------------------


                                Page 20 of 20
<PAGE>

                             MASTER ESCROW AGREEMENT

                             Master Number _________

This agreement ("Agreement") is effective February 1, 2003 among DSI Technology
Escrow Services, Inc. ("DSI"), Nortel Networks Limited, its Subsidiaries and
Affiliates (each individually the "Preferred Beneficiary", as further defined
below) and any additional party signing the Depositor Acceptance Form attached
to this Agreement ("Depositor"), who collectively may be referred to in this
Agreement as the parties ("Parties").

A. Depositor and Preferred Beneficiary (i.e., Nortel Networks Limited, or an
Affiliate or Subsidiary) have entered or will enter into a license agreement,
development agreement, and/or other agreement regarding certain proprietary
technology of Depositor (referred to in this Agreement as "the License
Agreement").

B. Depositor desires to avoid disclosure of its proprietary technology except
under certain limited circumstances.

C. The availability of the proprietary technology of Depositor is critical to
Preferred Beneficiary in the conduct of its business and, therefore, Preferred
Beneficiary needs access to the proprietary technology under certain limited
circumstances.

D. Depositor and Preferred Beneficiary desire to establish an escrow with DSI to
provide for the retention, administration and controlled access of certain
proprietary technology materials of Depositor.

E. The parties desire this Agreement to be supplementary to the License
Agreement pursuant to 11 United States [Bankruptcy] Code, Section 365(n).

ARTICLE 1 -- DEFINITIONS

1.1 As used in this Agreement and the Schedules attached hereto, unless
otherwise defined:

(a)  "Affiliate" or "Affiliates" shall mean:

     -    any Manufacturing Licensee licensed by Preferred Beneficiary;

     -    any joint venture, which is a cooperative business enterprise formed
          between Preferred Beneficiary and one or more other autonomous
          entities to address more effectively certain mutual business interests
          and opportunities; and/or

     -    any corporation or other legal entity other than a Subsidiary in which
          Nortel Networks Limited or its parent, Nortel Networks Corporation,
          directly or indirectly, owns or controls, and continues to own or
          control, twenty percent (20%) or more of the voting stock or shares,
          or other control mechanism;

(b)  "Deposit Materials" shall mean any full source code copy as well as any
     blueprints, schematics, diagrams, layouts, instructions, plans, or the like
     of any proprietary technology of Depositor necessary to produce products
     under the Agreement or licensed by Preferred Beneficiary pursuant to the
     Agreement. Without limitation, Deposit


                                        1

<PAGE>

     Materials shall include (as appropriate) all source code, object code,
     firmware, linking, compiling and building instructions, all embedded
     programmer comments, all schematics, design drawings, vendor lists,
     manufacturer training materials, instructions for manufacturing, testing,
     or assembling products or parts, and any other tools, materials,
     verification suites, instructions and documentation, collectively
     sufficient of themselves to permit Preferred Beneficiary to continue to
     exercise the rights granted to it by the License Agreement. Deposit
     Materials shall also include any updates, new releases and new versions to
     the Deposit Materials that Preferred Beneficiary may be entitled to receive
     pursuant to the License Agreement or any corresponding support agreement in
     respect of the proprietary technology provided by Depositor pursuant to the
     License Agreement;

(c)  "Manufacturing Licensee" means a third party who enters into an agreement
     with Preferred Beneficiary to (i) manufacture, in modified or unmodified
     form, Preferred Beneficiary products, or (ii) lease, sell, sublicense or
     otherwise distribute (directly or indirectly through Distributors) such
     Preferred Beneficiary products under Preferred Beneficiary's or the
     Manufacturing Licensee's own brand name;

(d)  "Preferred Beneficiary" - In addition to the description above and for
     purposes of identifying the parties to License Agreements and the
     applicable escrow arrangement, the "Preferred Beneficiary" will be the
     Nortel Networks entity (i.e., Nortel Networks Limited or an Affiliate or
     Subsidiary) identified in the applicable Depositor Acceptance Form,
     described in Section 2.1 below.

(e)  "Subsidiary" or "Subsidiaries" shall mean any corporation or other legal
     entity in which Nortel Networks Limited, directly or indirectly, owns and
     controls, and continues to own and control, fifty percent (50%) or more of
     the shares or other ownership interest entitled to elect the board of
     directors or its equivalent;

(f)  "Third Party" or "Third Parties" shall mean individuals or entities other
     than DSI, Depositor or Preferred Beneficiary.

ARTICLE 2 -- DEPOSIT

2.1 Parties to a Deposit and Obligation to Make Deposit - In addition to Nortel
Networks Limited participating in escrow arrangements as the "Preferred
Beneficiary" under the Master Escrow Agreement, a Subsidiary or Affiliate may
enter into escrow arrangements under the Master Escrow Agreement. In that
regard, unless otherwise agreed in writing between DSI and an Affiliate or
Subsidiary, the Master Escrow Agreement will apply to all escrow arrangements
(including invoicing and notification related to the arrangements) among DSI,
Depositors and Subsidiaries and all escrow arrangements among DSI, Depositors
and Affiliates, as if each Subsidiary and Affiliate were a signatory to this
Master Escrow Agreement. A Subsidiary or Affiliate signing an Depositor
Acceptance Form will create contractual rights and obligations under this Master
Escrow Agreement solely between the applicable Subsidiary or Affiliate (as the
"Preferred Beneficiary") and DSI.

2.1.1 In each case Deposit Materials will be placed into escrow under this
Agreement, DSI, the Depositor and the Preferred Beneficiary will sign an
Depositor Acceptance Form,


                                        2

<PAGE>

acknowledging that Depositor will be bound by all provisions of this License
Agreement ("Depositor Acceptance Form"). In addition to the Depositor Acceptance
Form Depositor will provide DSI with a written description of the Deposit
Materials it delivers to DSI for escrow, including the information described in
Section 2.3 below, ("Deposit Materials Description"). Unless and until Depositor
makes the initial deposit with DSI, DSI shall have no obligation with respect to
this Agreement, except the obligation to notify the Preferred Beneficiary and
Depositor regarding the status of the account, as required in Section 3.2 below.

2.1.2 Examples of the Depositor Acceptance Form and Deposit Material Description
are included in Exhibit A, attached to and incorporated in this Agreement. The
Depositor Acceptance Form and Deposit Material Description (including additions
and revisions, as described hereafter) signed by Depositor and DSI, based on
Section 2.4 below, will constitute the escrow document package for the
particular escrow transaction ("Escrow Document Package"). A copy of each
original, signed Escrow Document Package will be attached to and incorporated in
this Agreement as a consecutive numbered attachment to Exhibit B (e.g., B-1,
B-2, B-3).

2.1.3 During the term of the License Agreement, subject to Section 2.7 below,
Depositor shall keep the Deposit Materials current by promptly depositing
Deposit Materials that correspond to (a) all updates, new releases and new
versions to the Deposit Materials that Preferred Beneficiary may be entitled to
receive pursuant to the License Agreement or which may be provided pursuant to
any corresponding support agreement, and, (b) any new materials that may be
licensed by Preferred Beneficiary pursuant to the License Agreement. Subject to
Sections 2.3 and 2.4 below, Depositor and DSI will sign the Deposit Material
Description for the additional Deposit Materials. The applicable Deposit
Material Description will be made a part of the applicable Escrow Document
Package, previously attached to and incorporated in this Agreement. DSI will
send a copy of each additional signed Deposit materials Description to Depositor
and Preferred Beneficiary.

2.2 Identification of Tangible Media. Prior to the delivery of the Deposit
Materials to DSI, Depositor shall conspicuously label for identification each
document, magnetic tape, disk, or other tangible media upon which the Deposit
Materials are written or stored. In that regard the Deposit Materials
Description for such tangible media will include the item label description, the
type of media and the quantity. 2.3 Deposit Inspection. When DSI receives the
Deposit Materials and Deposit Materials Description prepared by Depositor, DSI
will conduct a deposit inspection by visually matching the labeling of the
tangible media containing the Deposit Materials to the item descriptions and
quantity listed in the Deposit Materials Description. In addition to the deposit
inspection, Preferred Beneficiary may request verification of the Deposit
Materials in accordance with Section 2.6 below.

2.4 Acceptance of Deposit. At completion of the deposit inspection, if DSI
determines that the labeling of the tangible media matches the item descriptions
and quantity in the Deposit Materials Description, DSI will date and sign the
Deposit Materials Description and mail a copy of the completed Escrow Document
Package to Depositor and Preferred Beneficiary. If DSI determines that the
labeling does not match the item descriptions or quantity on the Deposit
Materials Description, DSI will (a) note the discrepancies in writing on the
Deposit Materials


                                        3

<PAGE>

Description; (b) date and sign the Deposit Materials Description with the
exceptions noted; and (c) mail a copy of the Deposit Materials Description to
Depositor and Preferred Beneficiary. DSI's acceptance of the deposit occurs upon
the signing of the Deposit Materials Description by DSI. Delivery of the signed
Deposit Materials Description to Preferred Beneficiary is Preferred
Beneficiary's notice that the Deposit Materials have been received and accepted
by DSI.

2.5 Depositor's Representations. Depositor represents as follows:

     a.   Depositor lawfully possesses all of the Deposit Materials deposited
          with DSI;

     b.   With respect to all of the Deposit Materials, Depositor has the right
          and authority to grant to DSI and Preferred Beneficiary the rights as
          provided in this Agreement;

     c.   The Deposit Materials are not subject to any lien or other
          encumbrance;

     d.   The Deposit Materials consist of the proprietary technology and other
          materials identified in the signed Deposit Materials Description,
          including, without limitation, all source code, object code, linking,
          compiling, and building instructions, embedded programmer comments,
          all schematics, design drawings, vendor lists, manufacturer training
          materials, instructions for manufacturing, testing, or assembling
          products or parts, and any other design tools, materials, verification
          suites, instructions, and documentation, collectively sufficient of
          themselves, to permit Preferred Beneficiary to exercise the rights
          granted to it under the License Agreement as the case may be; and

     e.   The Deposit Materials are readable and useable in their current form
          or, if any portion of the Deposit Materials is encrypted, the
          decryption tools and decryption keys have also been deposited.

2.6 Verification. Preferred Beneficiary shall have the right, at Preferred
Beneficiary's expense, to cause a verification of any Deposit Materials.
Preferred Beneficiary shall notify Depositor and DSI of Preferred Beneficiary's
request for verification. Depositor shall have the right to be present at the
verification. A "verification" determines, in different levels of detail, the
accuracy, completeness, sufficiency and quality of the Deposit Materials.
Preferred Beneficiary shall have the right to verify that the binary executable
versions of any Deposit Materials (including those derived from any Deposit
Materials) are complete and operate in accordance with their specifications and
documentation. Such right to verify binary executable versions of the Deposit
Materials shall include the right to copy such binary versions of the Deposit
Materials for transport to, and testing at, Preferred Beneficiary sites
(including Preferred Beneficiary customer sites). If Preferred Beneficiary
requests a verification after the Deposit Materials have been delivered to DSI,
then only DSI, or at DSI's election an independent person or company selected
and supervised by DSI, may perform the verification.

In the event that a verification discloses that the Deposit Materials are not
complete or do not operate in accordance with their specifications and
documentation, Depositor shall within thirty (30) days of notification of such
omission or failure:

     (a) identify to Preferred Beneficiary the reason for such omission or
failure, and


                                        4

<PAGE>

     (b) correct or augment the Deposit Materials to rectify such omission or
failure.

2.7 Deposit Updates. Unless otherwise provided by the License Agreement,
Depositor shall update the Deposit Materials no less than every [**] days of the
release date of each release of a new version of the product which is subject to
the License Agreement. Each Deposit Materials Description will be held and
maintained separately within the escrow account. An independent record will be
created which will document the activity for each Deposit Materials Description.
The processing of all deposit updates shall be in accordance with Sections 2.2
through 2.6 above. All references in this Agreement to the Deposit Materials
shall include the initial Deposit Materials and any updates.

2.8 Removal of Deposit Materials. The Deposit Materials may be removed and/or
exchanged only on written instructions signed by Depositor and Preferred
Beneficiary, or as otherwise provided in this Agreement.

ARTICLE 3 -- CONFIDENTIALITY AND RECORD KEEPING

3.1 Confidentiality. DSI shall maintain the Deposit Materials in a secure,
environmentally safe, locked facility which is accessible only to authorized
representatives of DSI. DSI shall have the obligation to reasonably protect the
confidentiality of the Deposit Materials. Except as provided in this Agreement,
DSI shall not disclose, transfer, make available, or use the Deposit Materials.
DSI shall not disclose the content of this Agreement to any Third Party. If DSI
receives a subpoena or any other order from a court or other judicial tribunal
pertaining to the disclosure or release of the Deposit Materials, DSI will
immediately notify the Parties to this Agreement unless prohibited by law. It
shall be the responsibility of Depositor and/or Preferred Beneficiary to
challenge any such order; however, DSI does not waive its rights to present its
position with respect to any such order. DSI will not be required to disobey any
order from a court or other judicial tribunal.

3.2 Status Reports. DSI will issue to Depositor and Preferred Beneficiary a
report profiling the account history at least semi-annually. DSI may provide
copies of the account history pertaining to this Agreement upon the request of
any party to this Agreement.

3.3 Audit Rights. During the term of this Agreement, Depositor and Preferred
Beneficiary shall each have the right to inspect the written records of DSI
pertaining to this Agreement. Any inspection shall be held during normal
business hours and following reasonable prior notice.

ARTICLE 4 -- GRANT OF RIGHTS TO DSI

4.1 Title to Media. Depositor hereby transfers to DSI the title to the media
upon which the proprietary technology and materials are written or stored.
However, this transfer does not include the ownership of the proprietary
technology and materials contained on the media such as any copyright, trade
secret, patent or other intellectual property rights.

4.2 Right to Make Copies. DSI shall have the right to make copies of the Deposit
Materials as reasonably necessary to perform this Agreement. DSI shall copy all
copyright, nondisclosure, and other proprietary notices and titles contained on
the Deposit Materials onto any copies made by DSI. With all Deposit Materials
submitted to DSI, Depositor shall provide any and all


                                        5

<PAGE>

instructions as may be necessary to duplicate the Deposit Materials including
but not limited to the hardware and/or software needed.

4.3 Right to Transfer Upon Release. Depositor hereby grants to DSI the right to
transfer Deposit Materials to Preferred Beneficiary upon any release of the
Deposit Materials for use by Preferred Beneficiary in accordance with Section
5.5. Except upon such a release or as otherwise provided in this Agreement, DSI
shall not transfer the Deposit Materials.

ARTICLE 5 -- RELEASE OF DEPOSIT

5.1 Release Conditions. As used in this Agreement, "Release Condition" shall
mean the following:

     a.   Depositor is the subject of a petition or assignment in bankruptcy
          under applicable bankruptcy laws or other similar laws;

     b.   Depositor files a notice of intention to make a proposal under any
          applicable bankruptcy or other similar laws (including laws related to
          corporate restructuring or reorganization);

     c.   Depositor is subject to the appointment of a trustee, custodian,
          receiver, or receiver-manager of itself or of any substantial part of
          its assets;

     d.   Depositor makes an assignment, or enters into an arrangement with or
          for the general benefit of its creditors;

     e.   A consistent and material failure or refusal (which failure or refusal
          has been the subject of a notice in writing to Depositor that its
          continued failure or refusal would cause Preferred Beneficiary to
          invoke its rights under this Agreement [**] days after the receipt by
          Depositor of such notice) to;

          (i)  deliver materials as required pursuant to the License Agreement;

          (ii) provide technical support in accordance with the provisions of
               the License Agreement or any corresponding support agreement; or

          (iii) provide any other services that Depositor is obliged to provide
               under the License Agreement that are likely to result in a
               substantial and material negative impact on Preferred
               Beneficiary's business or the services that it provides to its
               customers;

     f.   Depositor ceases to carry on normal business operations;

     g.   Nortel Networks has exercised its termination rights under the License
          Agreement; or,

     h. Any other release conditions provided under the License Agreement.

5.2 Filing For Release. If Preferred Beneficiary believes in good faith that a
Release Condition has occurred, Preferred Beneficiary may provide to DSI written
notice of the occurrence of the


                                       6

<PAGE>

Release Condition and a request for the release of the Deposit Materials. Upon
receipt of such notice, DSI shall provide a copy of the notice to Depositor by
commercial express mail.

5.3 Contrary Instructions. From the date Depositor receives the notice
requesting release of the Deposit Materials as confirmed by delivery receipt
from the commercial express mail service (in accordance with Section 9.2,
Depositor shall have [**] business days to deliver to DSI written representation
by Depositor that a Release Condition has not occurred or has been cured
("Contrary Instructions"). Upon receipt of Contrary Instructions, DSI shall send
a copy to Preferred Beneficiary by commercial express mail. Additionally, DSI
shall notify both Depositor and Preferred Beneficiary that there is a dispute to
be resolved pursuant to Section 8.3. Subject to Section 6.2 of this Agreement,
DSI will continue to store the Deposit Materials without release pending (a)
joint instructions from Depositor and Preferred Beneficiary; (b) dispute
resolution pursuant to Section 8.3; or (c) order of a court.

5.4 Release of Deposit. If DSI does not receive Contrary Instructions from the
Depositor, DSI is authorized to release the Deposit Materials to the Preferred
Beneficiary (i.e., the beneficiary that signed the applicable Depositor
Acceptance Form), even if more than one beneficiary (i.e., Nortel Networks
entity) is registered to the deposit. However, DSI is entitled to receive any
fees due DSI before making the release. Any copying expense in excess of $300
will be chargeable to Preferred Beneficiary. Upon any such release, the escrow
arrangement and applicable Escrow Document Package will terminate as it relates
to the Depositor and Preferred Beneficiary involved in the release; provided,
however, that the escrow may be renewed upon the written request of the
Preferred Beneficiary or the Depositor upon the termination of the Release
Condition.

5.5 Right to Use Following Release. Unless otherwise provided in the License
Agreement, upon release of the Deposit Materials in accordance with this Article
5, Preferred Beneficiary and any other applicable parties identified in the
License Agreement (e.g., end users, Affiliates, distributors, and contractor
manufacturers) shall have a non-exclusive, worldwide right to use, copy, modify
and distribute the Deposit Materials for the sole purpose of exercising the
rights granted under the License Agreement. The rights granted to the Preferred
Beneficiary under this Section shall be in addition to any rights granted to
Preferred Beneficiary under the License Agreement. Upon release of the Deposit
Materials to Preferred Beneficiary, the obligations of confidentiality set out
in the License Agreement shall apply to the Deposit Materials.

ARTICLE 6 -- TERM AND TERMINATION

6.1 Term of Agreement. This Agreement will be in effect from February 1, 2003
until either party gives the other thirty (30) days notice that it wishes to
terminate; provided, however, neither party may terminate this Agreement as long
as an escrow arrangement created under a Depositor Acceptance Form is in effect.
The initial term of any escrow arrangement under this Agreement is for a period
of one year from the effective date of the applicable Depositor Acceptance Form.
Thereafter, each applicable escrow arrangement under this Agreement shall
automatically renew on the anniversary of the effective date of the Depositor
Acceptance Form, from year-to-year unless, prior to the anniversary date, (a)
Depositor and Preferred Beneficiary jointly instruct DSI in writing that the
escrow arrangement described in their Escrow Document Package is terminated; or
(b) DSI instructs Depositor and Preferred Beneficiary in writing that


                                        7

<PAGE>

their escrow arrangement under this Agreement is terminated for nonpayment in
accordance with Section 6.2 or by resignation in accordance with Section 6.3.

6.2 Termination for Nonpayment. In the event of the nonpayment of fees owed to
DSI, DSI shall provide written notice of delinquency to all parties to the
applicable Escrow Document Package. Either Depositor or Preferred Beneficiary
may make the payment to DSI to cure the default. If the past due payment is not
received in full by DSI within [**] days of the date of such notice, then at any
time thereafter DSI shall have the right to terminate the escrow under the
Escrow Document Package by sending written notice of termination to all parties.
DSI shall have no obligation to take any action under this Agreement so long as
any payment due to DSI remains unpaid.

6.3 Termination by Resignation. DSI reserves the right to terminate an Escrow
Document Package under this Agreement, for any reason, by providing Depositor
and Preferred Beneficiary with 60-days' written notice of its intent to
terminate this Agreement. Within the 60-day period, the Depositor and Preferred
Beneficiary may provide DSI with joint written instructions authorizing DSI to
forward the Deposit Materials to another escrow company and/or agent or other
designated recipient. If DSI does not receive said joint written instructions
within 60 days of the date of DSI's written termination notice, then DSI shall
destroy, return or otherwise deliver the Deposit Materials in accordance with
Section 5.4.

6.4Disposition of Deposit Materials Upon Termination. Subject to the foregoing
termination provisions, and upon termination of an escrow arrangement under this
Agreement, DSI shall destroy, return, or otherwise deliver the applicable
Deposit Materials in accordance with Depositor's instructions. If there are no
instructions, DSI may, at its sole discretion, destroy the Deposit Materials or
return them to Depositor. DSI shall have no obligation to destroy or return the
Deposit Materials if the Deposit Materials are subject to another escrow
agreement with DSI or have been released to the Preferred Beneficiary in
accordance with Section 5.4

6.5 Survival of Terms Following Termination. Upon termination of an escrow
arrangement under this Agreement, the following provisions of this Agreement
shall survive with respect to the Escrow Document Package:

     a.   Definitions

     b.   Depositor's Representations (Section 2.5);

     c.   The obligations of confidentiality with respect to the Deposit
          Materials;

     d.   The rights granted in the sections entitled Right to Transfer Upon
          Release (Section 4.3) and Right to Use Following Release (Section
          5.5), if a release of the Deposit Materials has occurred prior to
          termination;

     e.   The obligation to pay DSI any fees and expenses due;

     f.   The provisions of Article 78; and

     g.   Any provisions in this Agreement which specifically state they survive
          the termination of this Agreement.


                                        8

<PAGE>

ARTICLE 7 -- DSI'S FEES

7.1 Fee Schedule. DSI is entitled to be paid its standard fees and expenses
applicable to the services provided. DSI shall notify the party responsible for
payment of DSI's fees at least 60 days prior to any increase in fees. For any
service not listed on DSI's standard fee schedule, DSI will provide a quote
prior to rendering the service, if requested.

7.2 Payment Terms. DSI shall not be required to perform any service unless the
payment for such service and any outstanding balances owed to DSI are paid in
full. All other fees are due [**] days following receipt of invoice. If invoiced
fees are not paid, DSI may terminate this Agreement in accordance with Section
6.2.

ARTICLE 8 -- LIABILITY AND DISPUTES

8.1 Right to Rely on Instructions. DSI may act in reliance upon any instruction,
instrument, or signature reasonably believed by DSI to be genuine. DSI may
assume that any employee of a party to this Agreement who gives any written
notice, request, or instruction has the authority to do so. DSI will not be
required to inquire into the truth or evaluate the merit of any statement or
representation contained in any notice or document. DSI shall not be responsible
for failure to act as a result of causes beyond the reasonable control of DSI.

8.2 Indemnification. Depositor and Preferred Beneficiary each agree to
indemnify, defend and hold harmless DSI from any and all claims, actions,
damages, arbitration fees and expenses, costs, attorney's fees and other
liabilities ("Liabilities") incurred by DSI relating in any way to this escrow
arrangement unless such Liabilities were caused by the negligence or willful
misconduct of DSI, as determined by final adjudication, unless DSI agrees to
indemnify without adjudicating the issue in court and without its admitting
negligence or willful misconduct.

8.3 Dispute Resolution. Any dispute relating to or arising from this Agreement
in which DSI is a party to the dispute shall be resolved by arbitration under
the Commercial Rules of the American Arbitration Association. Three arbitrators
shall be selected. DSI and Depositor and Preferred Beneficiary shall each select
one arbitrator. Unless otherwise agreed by DSI, Depositor and Preferred
Beneficiary, arbitration will take place in New York, New York, USA. Any court
having jurisdiction over the matter may enter judgment on the award of the
arbitrator(s). Service of a petition to confirm the arbitration award may be
made by First Class mail or by commercial express mail, to the attorney for the
party or, if unrepresented, to the party at the last known business address.

8.4 Limitation of Liability. IN NO EVENT SHALL ANY PARTY BE LIABLE TO ANY OTHER
PARTY FOR ANY INDIRECT, INCIDENTAL,, SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES, (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, REVENUE,
AND/OR PROFITS) COSTS OR EXPENSES (INCLUDING LEGAL FEES AND EXPENSES), WHETHER
FORSEEABLE OR UNFORSEEABLE, THAT MAY ARISE OUT OF OR IN CONNECTION WITH AN
ESCROW ARRANGEMENT EVIDENCED BY AN ESCROW DOCUMENT PACKAGE UNDER THIS AGREEMENT;
AND IN NO EVENT SHALL THE COLLECTIVE LIABILITY OF ANY PARTY EXCEED TEN TIMES THE
FEES PAID UNDER THIS AGREEMENT. THE FOREGOING LIMITATION OF LIABILITY DOES NOT
APPLY WITH RESPECT TO THE PARTY'S OBLIGATIONS UNDER SECTION 8.2, A MATERIAL
BREACH OF DSI'S


                                       9

<PAGE>

CONFIDENTIALITY OBLIGATIONS, ANY ACTS OF GROSS NEGLIGENCE, PERSONAL INJURY
CLAIMS, PROPERTY DAMAGE CLAIMS (EXCLUDING THE DEPOSIT), OR INTELLECTUAL PROPERTY
INFRINGMENT ("EXCLUSIONS").

8.5 Controlling Law. This Agreement is to be governed and construed in
accordance with the laws of the State of New York, without regard to its
conflict of law provisions.

8.6 Notice of Requested Order. Except in cases in which DSI is alleged to be in
breach of this Agreement, if Depositor or a Preferred Beneficiary initiates
proceedings to obtain an order from the arbitrator or any court of competent
jurisdiction which may direct DSI to take, or refrain from taking any action,
prior to initiating the action the party seeking an order shall:

     a.   Give DSI at least two business days' prior notice of the hearing;

     b.   Include in any such order that, as a precondition to DSI's obligation,
          DSI be paid in full for any past due fees and be paid for the
          reasonable value of the services to be rendered pursuant to such
          order; and

     c.   Ensure that DSI not be required to deliver the original (as opposed to
          a copy) of the Deposit Materials if DSI may need to retain the
          original in its possession to fulfill any of its other escrow duties.

ARTICLE 9 -- GENERAL PROVISIONS

9.1 Entire Agreement. This Agreement, which includes the Depositor Acceptance
Form and Exhibits described herein, embodies the entire understanding among all
of the parties with respect to its subject matter and supersedes all previous
communications, representations or understandings, either oral or written. DSI
is not a party to the License Agreement between Depositor and Preferred
Beneficiary and has no knowledge of any of the terms or provisions of any such
License Agreement. DSI's only obligations to Depositor or Preferred Beneficiary
are as set forth in this Agreement, including each Escrow Document Package. No
amendment or modification of this Agreement, including Escrow Document Packages,
shall be valid or binding unless signed by all the parties hereto.

9.2 Notices. All notices, invoices, payments, deposits and other documents and
communications shall be given to the parties at the addresses specified in the
Depositor Acceptance Form or as otherwise designated by a Party in writing to
the other two.. It shall be the responsibility of the parties to notify each
other as provided in this Section in the event of a change of address. The
parties shall have the right to rely on the last known address of the other
parties. Any correctly addressed notice or last known address of the other
Parties that is relied on herein that is refused, unclaimed, or undeliverable
because of an act or omission of the Party to be notified as provided herein
shall be deemed effective as of the first date that said notice was refused,
unclaimed, or deemed undeliverable by the postal authorities by mail, through
messenger or commercial express delivery services. Unless otherwise provided in
this Agreement, all documents and communications may be delivered by First Class
mail.

9.3 Severability. In the event any provision of this Agreement is found to be
invalid, voidable or unenforceable, the parties agree that unless it materially
affects the entire intent and purpose of this Agreement, such invalidity,
voidability or unenforceability shall affect neither the validity of


                                       10

<PAGE>

this Agreement nor the remaining provisions herein, and the provision in
question shall be deemed to be replaced with a valid and enforceable provision
most closely reflecting the intent and purpose of the original provision.

9.4 Successors. This Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of the parties. However, DSI shall have no
obligation in performing this Agreement to recognize any successor or assign of
Depositor or Preferred Beneficiary unless DSI receives clear, authoritative and
conclusive written evidence of the change of parties.

9.5 Regulations. Depositor and Preferred Beneficiary are responsible for and
warrant compliance with all applicable laws, rules and regulations, including
but not limited to customs laws, import, export, and re-export laws and
government regulations of any country from or to which the Deposit Materials may
be delivered in accordance with the provisions of this Agreement.

Nortel Networks Limited


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------
Date:
      -------------------------------


DSI Technology Escrow Services, Inc.


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------
Date:
      -------------------------------


                                       11

<PAGE>

                                    EXHIBIT A

            MODEL ACCEPTANCE AND DEPOSIT MATERIALS DESCRIPTION FORMS

1. MODEL DEPOSITOR ACCEPTANCE FORM

                            DEPOSITOR ACCEPTANCE FORM

                      Account Number ______________________

Depositor, ________________________ (the "Preferred Beneficiary") and DSI
Technology Escrow Services, Inc. ("DSI"), hereby acknowledge that
___________________________ is the Depositor referred to in the Master Escrow
Agreement ("Agreement") effective February 1, 2003 with DSI as the escrow agent
and Nortel Networks Limited is a Preferred Beneficiary. In addition to DSI and
the Preferred Beneficiary by its signature below, Depositor hereby agrees to be
bound by all provisions of such Agreement.

DSI will not be required to inquire into the truth or evaluate merit of any
statement or representation contained in any notice or document. DSI shall not
be responsible for failure to act as a result of causes beyond the reasonable
control of DSI.

Notices and communications to           Notices and Invoices to Preferred
Depositor should be addressed to:       Beneficiary concerning this escrow
_____________________________________   arrangement should be addressed to:
                                        ________________________________________
Depositor Company Name: _____________
                                        Preferred Beneficiary (as applicable,
Address: ____________________________   fill in with "Nortel Networks Limited"
                                        or the name of a Subsidiary or
Designated Contact: _________________   Affiliate)

Telephone: __________________________   Address: _______________________________

Facsimile: __________________________   Designated Contact: ____________________

E-Mail: _____________________________   Telephone: _____________________________

Verification Contact (required):        Facsimile: _____________________________
_____________________________________
                                        E-Mail: ________________________________

                                        Verification Contact (required): P.O.#,
                                        IF REQUIRED: ___________________________


                                       12

<PAGE>

Requests to change the designated contact should be given in writing by the
designated contact or an authorized employee.

Notices to:                             Invoice inquiries and fee remittances
DSI should be addressed to:             to DSI should be addressed to:

DSI Technology Escrow Services, Inc.    DSI Technology Escrow Services, Inc.
Contract Administration                 P.O. Box. 27131
9265 Sky Park Court, Suite 202          New York, NY 10087-7131
San Diego, CA 92123
                                        Wire Information:
Telephone: (858) 499-1600               Routing # 021000021
Facsimile: (858) 694-1919               Acct# 323285228
E-Mail: clientservices@dsiescrow.com

Date: _______________

                                        Bank Address:
                                        JP Morgan Chase Bank
                                        280 Park Avenue
                                        New York, NY 10017

                                        Funds Transfer Phone#
                                        (866) 223-0359


                                       13

<PAGE>

ALL THREE PARTIES NEED TO SIGN THIS DEPOSITOR ACCEPTANCE FORM.

Depositor                               Preferred Beneficiary


By:                                     By:
    ---------------------------------       ------------------------------------
Print Name:                             Print Name:
            -------------------------               ----------------------------
Title:                                  Title:
       ------------------------------          ---------------------------------
Date:                                   Date:
      -------------------------------         ----------------------------------


DSI Technology Escrow Services, Inc.


By:
    ---------------------------------
Print Name:
            -------------------------
Title:
       ------------------------------
Date:
      -------------------------------


                                       14

<PAGE>

2. MODEL DEPOSIT MATERIALS DESCRIPTION

                       MODEL DEPOSIT MATERIALS DESCRIPTION

Depositor Company Name ________________________________________________________

Account Number _________________________________________________________________

Product Name _________________________________________ Version _________________

(Product Name will appear as Exhibit B Name on Account History report)

DEPOSIT MATERIAL DESCRIPTION:

QUANTITY MEDIA TYPE & SIZE LABEL DESCRIPTION OF EACH SEPARATE ITEM

[ ]   Disk 3.5" or ____

[ ]   DAT tape ____ mm

[ ]   CD-ROM

[ ]   Data cartridge tape ____

[ ]   TK 70 or ____ tape

[ ]   Magnetic tape ____

[ ]   Documentation

[ ]   Other ______________________

PRODUCT DESCRIPTION:

Environment ____________________________________________________________________

DEPOSIT MATERIAL INFORMATION:

Is the media or are any of the files encrypted? Yes / No If yes, please include
any passwords and the decryption tools.


                                       15

<PAGE>

Encryption tool name __________________________________ Version ________________

Hardware required ______________________________________________________________

Software required ______________________________________________________________

Other required information _____________________________________________________

I certify for DEPOSITOR that the        ________________________________ DSI has
above described inspected and
accepted the above

Deposit Materials have been             ______________________________ materials
transmitted to DSI:
(any exceptions are noted above):


Signature                               Signature
          ---------------------------             ------------------------------
Print Name                              Print Name
           --------------------------              -----------------------------
Date                                    Date Accepted
     --------------------------------                 --------------------------

Send materials to: DSI, 2100 Norcross Pkwy, Ste 150 Norcross, GA 30071 (770)
239-9200


                                       16

<PAGE>

                                    EXHIBIT B

                             ESCROW DOCUMENT PACKAGE

Each consecutive numbered attachment to this Exhibit B (e.g., B-1, B-2, B-3) is
hereby incorporated into this Agreement.


                                       17

<PAGE>

                                                              SEPTEMBER 30, 2005

                                 AMENDMENT NO. 5
                                       TO
                   DEVELOPMENT AND PURCHASE AND SALE AGREEMENT
                                       FOR
                     CDMA HIGH DATA RATE (1XEV-DO) PRODUCTS

                  AIRVANA DOM-A HARDWARE DESIGN TRANSFER TERMS

Amendment No. 5 effective September 30, 2005 to the Development and Purchase and
Sale Agreement for CDMA High Data Rate (1xEV-DO) Products between Airvana, Inc.
("Airvana") and Nortel Networks Inc. ("NNI"), as amended (the "Agreement").

WHEREAS section 14 of Amendment No. 4 to the Agreement provides that Airvana
will provide Nortel Networks with detailed hardware design documentation to
allow Nortel Networks to take over long term responsibility for the maintenance,
enhancement and development of Nortel Networks' DOM Hardware;

AND WHEREAS the parties have set forth herein the provisions associated with
such hardware design transfer;

NOW THEREFORE, in consideration of the premises and the promises set forth
herein, NNI and Airvana agree as follows:

     1.   The Agreement is hereby amended by adding the following as Exhibit N -
          Hardware Design Transfer Terms (including Appendix A - Factory
          Transfer Package and Appendix B - License Terms). The provisions of
          Exhibit N are hereby incorporated into the Agreement and are subject
          to the terms of the Agreement, except as be otherwise provided in such
          Exhibit N.

In all other respects the Agreement, as amended, remains unchanged.

IN WITNESS WHEREOF the parties have caused this Amendment No. 5 to be signed by
their duly authorized representatives as of the Effective Date.

AIRVANA, INC.                           NORTEL NETWORKS INC.


By: /s/ David P. Gamache                By: /s/ Doug Wolfe
    ---------------------------------       ------------------------------------
             (Signature)                                 (Signature)
Name: David P. Gamache                  Name: Doug Wolfe
         (Printed)                             (Printed)
Title: CFO                              Title: VP PLM

Date: September 30, 2005                Date: Oct. 3, 2005


                                        1

<PAGE>

                   EXHIBIT N - HARDWARE DESIGN TRANSFER TERMS

          THIS IS EXHIBIT N TO THE DEVELOPMENT AND PURCHASE AND SALE AGREEMENT
          FOR CDMA HIGH DATE RATE (1XEV-DO) PRODUCTS BETWEEN AIRVANA, INC.
          ("AIRVANA") AND NORTEL NETWORKS INC. ("NNI")

Definitions - In this Exhibit capitalized terms have the meaning set forth in
the Agreement unless otherwise defined herein. The terms set out below are
defined as follows:

"Schematic Package" means the collection of design and manufacturing documents
of the DOM-A Hardware consisting of schematics, design specs, simulation access,
FPGA code, fab packages, bills of materials (including the means to determine
vendor part number information for new or changed parts) and also includes the
results of hardware evaluations and testing conducted by the delivering party.
The completeness of such package shall be consistent with the timing of the
point of transfer.

"DOM-A Hardware" means hardware components including Modules but excluding
Nortel Networks proprietary elements not required by Airvana to fulfill
obligations under this Exhibit.

"Modules" means the following items comprising a portion of the DOM-A Hardware
and based on a common hardware design agreed to by Nortel Networks and Airvana:
the Modem PrPMC, BIO/SC PrPMC and CSM6800 PMC. For clarity, elements of the
common hardware design are also located on the carrier card.

"Factory Transfer Package" means those diagnostics and other factory test tools
set forth on Appendix A, attached hereto and made a part hereof.

1.   Airvana shall deliver a copy of the Schematic Package for 1W3 to Nortel
     Networks. Following the receipt of the Schematic Package, Airvana is not
     responsible for the DOM-A Hardware. Airvana shall remain responsible for
     all software aspects of the DOM-A product, both parties' responsibilities
     in that regard to be in accordance with Section 14 of Amendment No. 4 to
     the Agreement. Airvana agrees to close items assigned to Airvana in the 1W3
     DVT action list.

2.   Both Airvana and Nortel Networks will have the right to manufacture the
     Modules.

3.   During the term of the Agreement Nortel Networks will provide notification
     to Airvana for changes impacting electrical, mechanical interfaces, or
     characteristics of the Modules. Nortel Networks will not direct the Nortel
     Contract Manufacturer to discontinue the manufacturing of previous versions
     of the product without Airvana approval of the phase-in/phase-out plan,
     which Airvana approval may not be unreasonably withheld.

4.   Nortel Networks shall authorize its supplier that will be manufacturing the
     Modules (the "Nortel Contract Manufacturer") to sell Modules directly to
     Airvana during the term of this Agreement. Notwithstanding Section 3.6 of
     the Agreement to the contrary, Airvana shall be permitted to freely offer
     for sale, market, and resell Modules purchased from the Nortel Contract
     Manufacturer to any of its customers without restriction of any kind.
     Nortel Networks shall use commercially reasonable efforts to introduce
     Airvana to the Nortel Contract Manufacturer to facilitate the negotiation
     of an agreement between Airvana and the Nortel Contract Manufacturer.
     Airvana may negotiate with the Nortel Contract Manufacturer the terms and
     conditions, including pricing and delivery, for the purchase of Modules at
     Airvana's sole discretion. Nortel Networks shall use reasonable efforts to
     ensure that any Nortel Networks logos or other markings on the Modules are
     removable at the time of assembly. Airvana shall use reasonable efforts to
     remove any Nortel Networks logos or other markings prior to sale of any
     Module and Nortel Networks shall have no responsibility or liability in


                                        2

<PAGE>

     respect of the Modules or in connection with any agreement made between
     Airvana and the Nortel Contract Manufacturer.

5.   Nortel Networks will provide a copy of the Schematic Package for the DOM-A
     Hardware back to Airvana when the Customer Ready version of the design is
     complete. Nortel Networks will provide a copy of a subset of the Schematic
     Package for the DOM-A Hardware back to Airvana for the OD prototype version
     of the design that will include schematics, fab packages, bills of
     materials (including the means to determine vendor part number information
     for new or changed parts). For any changes to the DOM-A Hardware leading up
     to the Customer Ready hardware package, and for any subsequent hardware
     changes to the Modules after the Customer Ready package, during the term of
     the Agreement, Nortel Networks will provide its standard EC packages to
     Airvana at the time of issue for each change. This will contain all
     necessary information required to incorporate the change in the
     manufacturing process.

6.   During this period between 1W and 0D, beyond the design conversion, Nortel
     Networks engineers will conduct the remaining evaluations, including
     applicable PI, FIT, HALT/HASS/ESS, Compliance and Regulatory. Airvana will
     produce a report detailing the evaluations conducted on 1W units through
     the month of June 2005 (test results will be based on a previously provided
     DVT Plan). Nortel Networks will conduct any further testing it feels
     necessary (or re-do testing that Nortel Networks is uncomfortable with).
     Nortel Networks will also be responsible for implementing and manufacturing
     0D1 prototypes and subsequent production units.

7.   Since the Nortel Networks factory will not be operational to support 1W5
     fabrication in the timeframe needed, Airvana will provide access to the
     Plexus factories to build [**] 1W5 boards at cost to Nortel Networks. It is
     understood that Nortel Networks will provide board FABs and be responsible
     for all NRE charges incurred by Plexus. Airvana will make some parts
     available to support these units (Nortel Networks must purchase parts from
     Plexus/Airvana); provided however that Nortel Networks must procure any
     parts that Airvana cannot make available. If Nortel wishes any further
     build beyond the [**] units, Airvana will allow Nortel Networks to deal
     directly with Plexus as necessary, for example, to schedule, purchase
     material, and build and all related business terms will be made directly
     between Nortel Networks and Plexus. Any future builds will be managed by
     Nortel Networks personnel and Airvana shall have no responsibility or
     liability in connection with any agreement made between Plexus and Nortel
     Networks under this section.

8.   Airvana will participate in the evaluations of the Nortel 1W5 prototype.
     While Nortel Networks remains ultimately responsible for the 1W5 and will
     conduct the primary evaluations, Airvana engineers will check signals that
     Airvana considers most critical. Airvana will also run the full suite of
     available diagnostics and run application-based physical layer testing. A
     clear test plan and results will be provided to Nortel Networks for this
     activity.

9.   Following Airvana's delivery of the 1W3 Schematic Package, Airvana shall no
     longer be responsible for any manufacturing or design related aspects of
     the DOM-A Hardware, including but not limited to ensuring that any hardware
     elements meet the stated MTBF and DOA rates.

10.  Airvana will also transfer the Factory Transfer Package to Nortel Networks
     under the terms of an Airvana Licensing Agreement attached hereto and made
     apart hereof as Appendix B. Nortel Networks will then be responsible for
     the evolution of these diagnostics and further adaptation to the DOM-A
     Hardware. For items applicable to the Airvana design, Nortel Networks will
     inform Airvana of any changes to these diagnostics and will make source
     code and documentation available to Airvana for any changes. Nortel
     Networks engineering must satisfy the requirements associated with
     diagnostic releases that are integrated with Airvana application code
     (requirements will be conveyed as part of the transfer package). Airvana
     agrees that any freeware, shareware, or similar software


                                        3

<PAGE>

     available under a General Public License or similar public license will be
     removed from the Factory Transfer Package and replaced with Airvana
     proprietary software.

11.  Nortel Networks will provide a reasonable number of prototype and
     production DOM-A Hardware units based on the original design for internal
     use by Airvana to ensure that Airvana meets DOM-A related software
     development activities under the Agreement. Except as otherwise provided
     herein, prototype units will be provided by Nortel Networks in a timely
     fashion at the same price paid by Nortel Networks to its third party
     manufacturer, not to exceed $[**], provided that once Channel Ready has
     been achieved, units will be provided at the same price paid by Nortel
     Networks to its third party manufacturer or $[**], whichever is less.
     Airvana will purchase at the prices indicated above the first [**]
     prototype and Channel Ready DOM-A Hardware based on the original design
     required for internal development purposes. After the first [**] units,
     Nortel Networks will provide future development DOM-A Hardware in
     quantities to be mutually agreed free of charge to Airvana and in
     sufficient quantities to ensure that Airvana meets its software development
     activities under the Agreement. Airvana will provide a quarterly forecast
     to facilitate Nortel Networks' planning for these quantities.

12.  Nortel Networks agrees to make hardware team resources available as
     reasonably required and mutually agreed, at no cost to Airvana, for the
     purposes of supporting Airvana software development, test and integration
     and quality assurance. Such resources will be available to Airvana
     engineers on a timely basis. Between 1W and 0D, the Airvana hardware team
     will support local groups, as reasonably required, in the event of a
     critical blocking issue until Nortel Networks can respond.

13.  Nortel Networks and Airvana acknowledge that the transfer of the hardware
     design to Nortel Networks creates additional close project dependencies. As
     it relates to the performance incentives and deterrents in Sections 12 and
     13 of Amendment No. 4 to the Agreement, in circumstances where close
     inter-company project dependencies do not allow for clear assignment of
     responsibility for delays, such delays will be deemed to be caused by
     factors outside of Airvana's control in accordance with Section 11 of
     Amendment 4 to the Agreement.

14.  Requests for Airvana software changes resulting from Nortel Networks
     hardware changes will be accommodated but must be aligned consistent with
     the existing software release planning process.

15.  Airvana is not responsible for "triage" of any returned DOM-A units from
     Nortel Networks customers. Units will be sent to Airvana only if software
     issue is assumed. If [**] or more units returned to Airvana within a [**]
     day window are determined to be not related to software issues, Nortel
     Networks will (a) perform root cause analysis, and (b) implement a plan
     within [**] days to ensure that hardware related issues are not returned to
     Airvana.

16.  Airvana is not responsible for any Reliability Growth, including staffing,
     hardware, RCA, and report generation. At Nortel Networks' discretion,
     Airvana will have access to these reports and resulting Root Cause
     Analysis. Nortel will also provide Airvana with necessary hardware inputs
     for Airvana's Availability analysis. Nortel Networks agrees to establish a
     reporting process that includes Airvana notification as the default.

17.  Airvana is not responsible for any further FPGA development (additional
     modes and functions identified in SOW and MRS).

18.  Nortel Networks will be responsible for any manufacturing costs associated
     with the EOL of the DOM-0 production per the terms of Section 5 of the
     Agreement.

19.  Nortel Networks agrees to provide Airvana a rolling non-binding [**]
     forecast on a [**] basis setting forth the unit quantities of DOM-A
     Hardware that Nortel Networks expects to sell.


                                        4

<PAGE>

20.  Airvana will provide low level drivers as provided for in Section 14f of
     Amendment No. 4 to the Agreement. The two parties will use reasonable
     efforts to agree on the content of the low level drivers and target October
     14, 2005 for completion.

21.  Each party shall provide such further assistance and take such further
     actions as may reasonably be required in order to ensure the success of the
     activities contemplated by this Exhibit.

22.  While each party shall cooperate with the other in good faith in connection
     with the matters addressed in this Exhibit N, in no event shall either
     party have any liability to the other under this Exhibit in connection with
     the hardware or hardware designs referenced in this Exhibit.

                                      * * *

    [Remainder of Page Intentionally Blank - Appendix A Begins on Next Page]


                                        5

<PAGE>

                       Appendix A Factory Transfer Package

Unless otherwise stated, the following tools set forth in items 1-4 of this
Appendix are provided "as-is". Beyond a training phase, no additional support is
included nor will any documentation be provided other than what Airvana already
has available. Airvana is not providing Nortel Networks any license in any third
party software. Nortel Networks shall be responsible for obtaining any such
licenses at its sole cost. The following third party licenses have been used in
conjunction with the Factory Test Package, and, to the best of Airvana's
knowledge, no other third party licenses are required for the use of the Factory
Test Package:

     -    Motorola eDink (as the Diag OS)

     -    M-Systems (FLASH Disk driver)

     -    Qualcomm (I/O FPGA and DSP BIT tests)

     -    Corelis Scan Express TPG software at V1.07

          -    Corelis SacPlus Runner software V1.14

          -    Corelis JTAG controller

     1.   Functional Level Diagnostics.

Functional level diagnostics (FLD) consists of low level drivers and firmware
that executes on the product's processors and verifies hardware level
functionality to the extent possible. Airvana's diagnostic code also integrates
Qualcomm's BIT test. Airvana will integrate Qualcomm's "Release 1.1" version of
BIT test into a future release (Airvana will make best efforts to integrate as
soon as reasonably practical). It is understood that Nortel Networks shall will
do further enhancements, bug fixes or modification of the FLD. Nortel Networks
will also develop automation that Nortel Networks may desire to initiate tests
or collect statistics from diagnostics using Airvana's CLI commands

The FLD is not related to Airvana's application code and executes independently
(however the code was designed to co-exist with the application code). Nortel
Networks must work with Airvana's Software and Release management teams in order
to have any of Nortel Networks' diagnostic changes integrated into future
Airvana releases. Nortel Networks will take full responsibility for testing FLD
before release to Airvana (Airvana QA will only verify that FLD does not
interfere with Application Code).

The Airvana FLD transfer package includes:

          -    Internally developed Diagnostic Source Code

          -    DOM-A Diagnostic User Manual

          -    Cobra Diagnostic Architecture Specification

          -    Cobra Diagnostic Requirement Specification

          -    Cobra PrPMC diagnostic Functional Specification

          -    Diagnostic Development Process Specification

          -    Training on Diagnostic Usage (completed)

          -    Training on Diagnostic Development (completed)

     2.   Power Up Self Test (POST)

     POST represents a subset of the FLD that is executed when the DOM-A boots.
     The subset is chosen based on constraints on execution time, memory and
     lack of external fixturing used in factory processes. Nortel Networks has
     the flexibility of choosing alternate FLD tests for POST provided it meets
     these constraints (the desired subset is chosen by appropriate
     configuration of the FLD source code). Nortel Networks must do the full
     "unit level" verification. Releases must be coordinated with Airvana
     Program Management.


                                        6

<PAGE>

     3.   JTAG support

     The following JTAG related tools will be made available to Nortel:

               -    JTAG vectors and all files for generating and executing JTAG
                    test sets for:

                         1.   ASSY PCB CSM6800 PMC, PN 750340 Rev 0.14

                         2.   ASSY PCB BIO/SC PrPMC, PN 750330 Rev 0.12

                         3.   ASSY PCB; MODEM PROCESSOR PrPMC, PN 750335 Rev
                              0.12

                         4.   ASSY PCB DOM-A CARRIER, PN 750345 Rev 0.17

                         5.   DOM-A assembly consisting of PCBs 1-4 above

               -    One custom designed Cobra Carrier JTAG test card, PN 750068
                    with schematics. This is required for stand alone JTAG test
                    of the CSM6800, BIO/SC and Modem Processor

               -    Information on design so Nortel can replicate JTAG test
                    fixtures

     Note: The following equipment is required in conjunction to make use of the
     JTAG offering and cannot be supplied by Airvana (Nortel Networks will need
     to purchase from 3rd party suppliers):

               -    Corelis Scan Express TPG software at V1.07

               -    Corelis SacPlus Runner software V1.14

               -    Corelis JTAG controller

               -    PC, monitor, keyboard, etc.

     4.   CFT Object Code

Since FLT firmware cannot test though the Nortel Networks MBP, a special test
environment was created to verify this functionality. This test card is based on
a hardware board developed by Nortel Networks with modifications by Airvana to
support the DO application. These modifications consist of minor rework to the
Nortel Networks card coupled with an extensive FPGA that was developed by
Airvana to recognize a DO signal and source a signal that could be interpreted
by the DOM-A Qualcomm chipset. While this was designed for the DOM-0, it will
likely be possible for Nortel Networks to use much of this directly with minimal
modification for Rev A (requires further investigation).

The D0-CFT card works in conjunction with a special software load based on
Airvana's DO application. This special "design load" sources and verifies
signals to and from the CFT card.

Airvana will do a special software development for DOM-A to provide this
functionality in object code (no DOM-A source code will be provided). This
object code will run on the DOM-A and will be provided to Nortel Networks on or
before March 31, 2006. Labview code then interfaces to the DOM-A and CFT card to
coordinate testing of all sectors. Airvana has developed a special fixture to
hold DOM-0 as well as the CFT card, allowing efficient testing on quantities of
DOM-0.

Accordingly, the CFT transfer package will consist of:

     -    Rework instructions based on usage of Nortel Networks test card hw

     -    CFT card's FPGA source code to be provided on or before January 1,
          2006

     -    Design guidance and information for replicating Airvana's DOM test
          fixtures to support CFT level test

     -    Labview scripts developed for DOM-0 CFT level testing (NT will need to
          modify for DOM-A)

     -    Up to one week of Training at Airvana on CFT related topics

     -    Development of DOM-A CFT "designer load" software in object code


                                        7

<PAGE>

                         APPENDIX B - LICENSE AGREEMENT

                      Diagnostic Software License Agreement

1.   PARTIES; EFFECTIVE DATE. This Diagnostic Software License Agreement
     ("Agreement") is between Airvana, Inc., a Delaware corporation with offices
     at 19 Alpha Road, Chelmsford, Massachusetts 01824 ("Airvana") and Nortel
     Networks Inc. ("NNI") In this Agreement "Licensee" means "Nortel Networks"
     as defined in the Development and Purchase and Sale Agreement for CDMA High
     Data Rate (1xEV-DO) Products between Airvana and NNI dated October 1, 2001,
     Agreement No. 011174, as amended (the "OEM Agreement"). This Agreement is
     effective on the date last signed by the parties ("Effective Date").

2.   NATURE OF AGREEMENT. Airvana owns certain diagnostics related software (the
     "Software") for use in Licensee's products ("Products") which defined terms
     are more fully described on Schedule A. Licensee desires to use the
     Software for internal purposes in connection with its development and
     testing of Licensee's Products and to distribute copies of the Software as
     integrated into Licensee's Products. This Agreement sets forth the terms of
     the business relationship between the parties.

3.   SOFTWARE OBJECT CODE AND SOURCE CODE LICENSES.

(a)  Software License. Subject to all of the terms of this Agreement, Airvana
     grants Licensee a worldwide, nonexclusive license to use and copy the
     Software to:

     (1)  Compile, load and execute the Software on hardware or other computing
          technology under the control of Licensee or its contractors;

     (2)  Develop its own computer software based upon and/or integrating the
          Software ("Derivative Works");

     (3)  Integrate the Software and/or Derivative Works, in binary form only,
          into Licensee's Products, and distribute the Software and/or
          Derivative Works as integrated into Licensee's Products for
          distribution to third parties, including without limitation direct
          end-users, and Licensee dealers, distributors and private label
          original equipment manufacturers (collectively, "Customers");

     (4)  Use the Software to provide technical support services to Customers of
          Licensee's Products;

     (5)  Use the Software to create usual and customary documentation for
          Customers, and distribute such documentation to Customers; provided
          that no user documentation shall contain any Confidential Information
          of Airvana, set forth below; and

     (6)  Make copies of and modify the Software as reasonably necessary for
          Licensee to exercise its rights herein, subject to the confidentiality
          provisions of this Agreement.

(b)  Restrictions. Licensee may not use the Software except as expressly
     provided herein. All license rights not expressly granted to Licensee in
     this Agreement are reserved to Airvana. Licensee may not distribute copies
     of the Software apart from integration into, or installation on, Licensee's
     Products as set forth herein. Licensee shall not sublicense, rent, lease,
     sell or transfer the Software, except as


                                       8

<PAGE>

     expressly provided herein. Licensee shall not remove, alter or destroy any
     copyright notices and other proprietary rights legends contained in the
     Software and/or Derivative Works. Licensee may not reverse engineer any
     portion of the Software that is provided in object code format (CFT Object
     Code is described more fully in Item 4 of Appendix A to Exhibit N to the
     OEM Agreement).

(c)  Product Information. Airvana shall provide Licensee, when and if available
     with copies of non-confidential Software literature, user manuals, data
     sheets, and engineering specifications. Licensee may reproduce such
     materials for distribution within its organization solely to assist
     Licensee in the sales, marketing and support of Licensee Products, and to
     third parties. Licensee shall not remove any copyright notices appearing on
     Airvana materials and shall reproduce such copyright notices whenever it
     uses portions of Airvana materials within its organization or when copies
     are distributed to Customers, prospective customers, the public, the media,
     or any other third party. Airvana agrees to provide materials in electronic
     format when and if available.

4.   OWNERSHIP.

(a)  Airvana. All Software, documents, and other materials provided to Licensee
     by Airvana in connection with, or pursuant to, this Agreement are owned by
     Airvana, and are not owned by Licensee. No ownership rights of Airvana are
     conferred upon Licensee by this Agreement. Licensee shall make reasonable
     efforts to notify Airvana of any written notice received by Licensee
     expressly alleging that the use of the Software infringes the intellectual
     property rights of any third person.

(b)  Derivative Works. Licensee shall have and retain all rights, title and
     interest in and to Derivative Works created by Licensee, exclusive of
     Software and other materials owned by Airvana. Licensee shall make
     available to Airvana any Derivative Works and its associated documentation
     as deemed necessary by Licensee, in its reasonable discretion, solely to
     allow Airvana to perform its obligations to Licensee in accordance with the
     OEM Agreement.

5.   SOFTWARE DELIVERY AND ACCEPTANCE OF SOFTWARE; REMEDY.

(a)  Delivery. Promptly following execution of this Agreement, Airvana will
     deliver the Software to Licensee in source code form only on the Effective
     Date, except for that portion of the Software that will be developed and
     provided at a later date in object code format (CFT Object Code described
     more fully in Item 4 of Appendix A to Exhibit N of the OEM Agreement).

(b)  Acceptance. The Software is deemed accepted upon delivery to Licensee in
     the absence of written notice of the Licensee within ten days of delivery
     that the Software is incomplete or does not meet the description in
     Appendix A.

6.   LICENSE FEE; TAXES.

(a)  Royalties. In exchange for the license rights granted to Licensee under
     this Agreement, Licensee shall pay Airvana the license fee set forth in
     Schedule A ("License Fee").

(b)  Timing and Manner of Payment; Interest. Licensee shall pay the License Fee
     to Airvana in accordance with the terms of Schedule A. On all amounts
     outstanding and payable to Airvana, interest shall accrue from the date
     such amounts are due and payable at [**]% per month on all unpaid amounts,
     or at such lower rate as may be required by law.


                                       9

<PAGE>

(c)  Taxes. The License Fee is net of any sales, excise, ad-valorem, use or
     other taxes. Licensee warrants that it shall be responsible for payment of
     all such taxes arising from Licensee's use of the Software and distribution
     of Licensee Products, excluding taxes which are based on Airvana' income.

7.   INDEMNIFICATION BY LICENSEE.

(a)  Responsibility. Licensee represents and warrants that it shall be solely
     responsible for all of Licensee's actions relating to its Derivative Works
     and Products embodying Software, its creation and distribution of
     Derivative Works, the marketing, advertising, sale, export, warranty,
     performance of, and technical support for the Licensee Products. In
     addition, Licensee shall not make any representation or warranty with
     respect to the Software inconsistent with any disclaimer or limitation
     contained in this Agreement.

(b)  Indemnification. Licensee agrees to defend Airvana against any claims
     arising out of the responsibilities of Licensee as set forth in Section
     7(a) or otherwise related to Licensee's Products or Derivative Works and
     shall indemnify and hold Airvana harmless from any and all damages, fines,
     penalties, costs, expenses and fees (including reasonable attorneys' fees)
     awarded or assessed against it as a result of such claim, or reached
     through a negotiated settlement of the claim, to the extent that any claim,
     or any damages, fines, penalties, expenses or fees, is attributable to the
     negligence or misconduct of Licensee. Licensee shall have no liability for
     any claim or any damages, fines, penalties, expenses or fees, which are not
     attributable to the negligence or misconduct of Licensee.

(c)  Obligations to Receive Indemnification. In order to receive the
     indemnification in this Section, Airvana must promptly notify Licensee of
     the assertion of the Claim; allow Licensee to retain sole and exclusive
     control over the defense and/or settlement of the Claim; and cooperate with
     Licensee, at Licensee's expense, in the defense and/or settlement of the
     Claim.

8.   CONFIDENTIALITY.

(a)  Confidential Information. During this Agreement, each party may have access
     to information that is considered confidential by the other. This
     information may include the Software, technical know-how, technical
     specifications, software object code and source code, protocols, strategic
     business plans, results of testing, systems, financial information, product
     information, methods of operation, customer information, supplier
     information, and compilations of data ("Confidential Information"). The
     parties acknowledge that the product information described in section 3(c)
     above is not Confidential Information.

(b)  Obligations. Each party shall use the other party's Confidential
     Information in accordance with and subject to the terms set forth in the
     OEM Agreement.

(d)  Software as Trade Secret. Licensee acknowledges that the Software,
     including all programmer notes and comments contained within the Software,
     are valuable trade secrets of Airvana . Licensee agrees to use the same
     level of trade secret protection and security for the Software as it uses
     for its software, but in no event less than a reasonable standard of care.


                                       10

<PAGE>

(e)  Use of Software. Licensee shall limit access to and use of the Software
     only to those Licensee employees who are members of Licensee's development
     team and/or technical support department. All such employees shall be
     advised that the Software contains confidential and trade secret
     information of Airvana, and must have a need to access the Software for the
     purposes authorized by this Agreement. Licensee is permitted to have and
     use a reasonable number of copies of the Software source code in addition
     to reasonable back up copies. Under no circumstances shall the Software
     source code be disclosed to or delivered to Customers.

(f)  Applicability. The confidentiality provisions of this Agreement do not
     apply to information that is entirely in the public domain; was known to
     the receiving party prior to access to that information, as demonstrated by
     written records; received lawfully from a third party through no breach of
     any obligation of confidentiality owed to the other party; or created by a
     party independently of its access to or use of the other party's
     Confidential Information.

(g)  Survival. Subject to the terms of Section 13, upon termination of this
     Agreement or at a party's request, each party shall return the other
     party's Confidential Information and shall not use the other party's
     Confidential Information for its own, or any third party's, benefit. The
     foregoing shall not be construed to restrict Licensee's use of any
     materials licensed to it hereunder, or create any obligation to return any
     such materials except in the event of termination of this Agreement. The
     provisions of this Section shall survive termination of this Agreement for
     so long as the Confidential Information remains confidential.

9. DISCLAIMER OF WARRANTIES. THE SOFTWARE IS PROVIDED TO LICENSEE UNDER THIS
AGREEMENT "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND. AIRVANA HEREBY
DISCLAIMS, AND LICENSEE HEREBY WAIVES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. IF LICENSEE PROVIDES AIRVANA WITH COPIES OF
ANY DERIVATIVE WORKS OR OTHER MATERIALS IN CONNECTION WITH THIS AGREEMENT, SUCH
DERIVATIVE WORKS OR OTHER MATERIALS ARE PROVIDED "AS IS". AIRVANA represents and
warrants that it has full right and title to grant to Licensee the Software
licence rights included under this license agreement. AIRVANA further represents
and warrants that, to the best of its knowledge as of the Effective Date, the
Software and the exercise of the rights granted in this Agreement do not
infringe any third-party patent, copyright, trademark, trade secret or other
intellectual property right.

10.  LIMITATIONS OF LIABILITY.

(a)  Airvana Software Not A Substitute For Technical Expertise. Licensee
     acknowledges that it is responsible for its selection and use of the
     Software, and the results obtained from its use of Airvana Software.

(b)  Limitations on Type and Amount of Damages. Except as in association with
     Licensee's indemnification obligation under this Agreement; and/or (2) a
     party's violation of the other party's intellectual property rights, in no
     event shall either party be liable to the other party, regardless of the
     form of action or theory of recovery, in association with this Agreement or
     the Software for (a) any indirect, special, exemplary, consequential,
     incidental or punitive damages, even if that party has been advised of the
     possibility of such damages; (b) lost profits, lost revenue, lost business


                                       11

<PAGE>

     expectancy, benefit of the bargain damages, business interruption losses or
     loss of data; or (c) direct damages in an amount in excess of all of the
     fees paid to Airvana under this Agreement.

11.  TECHNICAL SUPPORT AND OTHER SERVICES.

(a)  Technical Support. Airvana shall not provide any installation,
     customization, training, consulting, technical support and other services
     related to the Software.

(b)  Support of Licensee's Customers. Licensee shall be solely responsible for
     providing any warranty and technical support to its Customers. Airvana
     shall have no responsibility for any technical support to Licensee
     Customers unless Airvana contracts directly with such Customer.

12.  LAWS AND REGULATIONS OF THE UNITED STATES; EXPORT; GOVERNMENT RIGHTS.

(a)  Compliance with Laws. Each party shall comply with all provisions of any
     applicable laws, regulations, rules and orders relating to the licenses
     herein granted and to the testing, production, transportation, export,
     packaging, labeling, sale or use of the Software, Derivative Works and/or
     Licensee's Products, or otherwise applicable to such party's activities
     hereunder. Licensee shall obtain such written assurances regarding export
     and re-export of technical data (including the Software and Derivative
     Works, and any products made by use of technical data) as may be required
     by the Office of Export Administration Regulations, and Licensee hereby
     gives such written assurances as may be required under those Regulations to
     Airvana. With respect to any export transaction under this Agreement,
     Airvana will provide reasonable cooperation to Licensee, at Licensee's
     request and sole expense, to effect compliance with all applicable export
     regulations, if any.

(b)  Indemnification. In connection with any use of the Software outside the
     United States, Licensee agrees that its export of the Software is
     regulated, among other laws, rules, and regulations, by The U.S. Export
     Administration Act and Executive Orders relating to export. Re-export,
     diversion, duplication, or resale of the Software without prior
     authorization as required by such laws, rules, and regulations, is
     prohibited. The licenses granted in this Agreement are conditioned upon the
     duty of Licensee to comply with all laws, regulations, and Executive Orders
     relating to export, including but not limited to the U.S. Export
     Administration Act. Licensee shall not export or re-export the Software,
     Derivative Works, or Licensee Products in violation or contravention of
     such legal restrictions, and indemnifies and holds harmless Airvana for any
     claim, investigation, or assertion inconsistent with this duty.

13.  TERM AND TERMINATION.

(a)  Term. This Agreement is legally effective on the Effective Date and
     continues unless terminated as set forth below.

(b)  Termination by Airvana. By written notice to Licensee, Airvana may
     terminate this Agreement, and the licenses granted herein: (1) if Licensee
     commits a material breach of this Agreement and, (A) if curable within [**]
     days, fails to cure such breach within [**] days after receipt of written
     notice of such breach, or (B) if not curable and such breach arose from a
     singular and inadvertent


                                       12

<PAGE>

     event fails to take appropriate measures within thirty days to prevent a
     reoccurrence of the same or similar breach. Material breaches by Licensee
     shall include, but not be limited to, unauthorized disclosure of the
     Software to third parties, use of the Software outside the scope of the
     license granted in Section 3, failure to timely pay any amounts when due,
     unauthorized assignment, sublicense or transfer of the Agreement, and
     failure to indemnify Airvana as set forth in this Agreement; or (2) upon
     written notice to Licensee in the event of Licensee's liquidation,
     bankruptcy, or insolvency. Notwithstanding the foregoing, if within ten
     (10) days of receipt of written notification from Airvana of termination in
     accordance with this section, Licensee provides written notice to Airvana
     setting out Licensee's reasonable and good faith basis for disputing the
     termination, this Agreement shall continue pending resolution of the
     dispute in accordance with Section 28 of the Development and Purchase and
     Sale Agreement for CDMA High Date Rate (1xEV-DO) Products dated October 1,
     2001, as amended, provided that the prevailing party shall be entitled to
     recover its reasonable costs, including attorney's fees, incurred in the
     resolution of the dispute.

(c)  Termination by Licensee. Licensee may terminate this Agreement: (1) if
     Airvana commits a material breach of this Agreement and fails to cure such
     breach within [**] days after receipt of written notice of such breach;
     and/or (2) upon written notice to Airvana in the event of Airvana'
     liquidation, bankruptcy, or insolvency.

(d)  Effect of Termination under Section 13(b). Upon termination of this
     Agreement by Airvana under Section 13(b), all of Licensee's rights in this
     Agreement shall immediately cease, Licensee shall immediately discontinue
     use and/or distribution of the Software and Licensee shall return to
     Airvana the Software, Airvana Confidential Information, and any other
     materials provided by Airvana. However, such termination shall not affect
     Licensee's Customers' rights to continue using the Software in connection
     with Licensee Products delivered prior to the effective date of such
     termination.

(e)  Effect of Other Termination. Upon expiration of this Agreement, or
     termination of this Agreement under Section 13(c), the licenses in Section
     3 shall continue in full force and effect, subject to Airvana's right of
     termination set forth in section 13(b) above. In such event, the terms of
     Section 13(d) shall apply.

(f)  Survival. All terms of this Agreement related to confidentiality,
     indemnification, disclaimer of warranties, maintenance of records and audit
     rights, ownership and limitations of liability will survive termination or
     expiration of this Agreement.

14.  GENERAL TERMS.

(a)  Force Majeure. Neither party shall be responsible for any delay or failure
     in performance of its obligations under this Agreement which is caused
     directly by events, occurrences, or causes beyond the reasonable control of
     that party. Such events, occurrences, or causes include, without
     limitation, strikes, lockouts, riots, acts of war, earthquakes, fire and
     explosions.

(b)  Severability. If any provision of this Agreement is held by a court of
     competent jurisdiction to be invalid or unenforceable, it shall be deemed
     revised so as to make it enforceable in a manner consistent with the intent
     of the parties expressed in such provision.


                                       13

<PAGE>

(c)  Waiver. Any waiver of a provision of this Agreement or of a party's right
     or remedy under this Agreement must be in writing, signed by that party, to
     be effective. Failure, neglect, or delay by a party to enforce the
     provisions of this Agreement or its rights or remedies at any time, will
     not be deemed a waiver of such party's rights or remedies and will not
     affect the validity of this Agreement, or part thereof, or prejudice such
     party's right to take subsequent actions.

(d)  Notices. Notices are legally effective when actually received. In addition
     to delivery by hand or by overnight courier, a notice is deemed actually
     received three (3) days after sent certified mail return receipt requested,
     postage prepaid; and/or by facsimile or e-mail with proof of transmission.
     All notices shall be addressed and sent to parties at the addresses listed
     above or to any other additional address provided by either party.

(e)  Independent Contractor Relationship. The relationship between Airvana and
     Licensee is that of licensor and licensee. Nothing in this Agreement shall
     be construed as creating a relationship between Airvana and Licensee of
     joint venturers, partners, employer-employee, franchisor-franchisee, or
     agent. Neither party has the authority to create any obligations for the
     other, or to bind the other to any representation or document.

(f)  Governing Law. This Agreement shall be governed by the laws of the State of
     Delaware and the federal copyright and patent laws.

(g)  Entire Agreement and Modification. This Agreement, all Schedules, and any
     addenda thereto, contain the entire understanding of the parties with
     respect to the subject matter addressed herein and supersede, replace and
     merge all prior understandings, promises, representations and agreements,
     whether written or oral, relating thereto. This Agreement may not be
     modified except by a writing signed by both parties. No terms or conditions
     of either party's invoice, purchase order or other administrative document
     shall modify the terms and conditions of this Agreement, regardless of the
     other party's failure to object to such form. No terms in this Agreement
     shall under any circumstances be deemed modified, added or deleted on the
     basis of course of dealing or usage of trade.

(h)  Assignment. This Agreement shall be binding upon and shall inure to the
     benefit of each party hereto and its successors and assigns, including the
     successor to all or a substantial portion of such party's business. Airvana
     may assign this Agreement, in whole, without restriction; provided that no
     such assignment may vary, limit or impair Licensee's rights under this
     Agreement. Neither this Agreement, nor the licenses granted to Licensee,
     may be transferred, assigned, or sublicensed, in whole or in part, without
     the prior express written consent of Airvana, which consent may be granted
     or denied in Airvana's sole discretion. Any attempted transfer, assignment,
     or sublicense without such consent shall be void. However, Licensee may,
     without the prior written consent of Airvana, assign this Agreement in
     whole as reasonably necessary in association with any merger, acquisition,
     corporate restructuring or sale of substantially all of Licensee's assets.
     Subject to the foregoing, this Agreement shall be binding upon and inure to
     the benefit of each party and their respective successors and authorized
     assigns.

(i)  Costs and Fees. In any action by a party to enforce this Agreement, the
     prevailing party in such action shall be awarded all court costs and
     reasonable attorneys' fees incurred, including such costs and attorneys'
     fees incurred in enforcing and collecting any judgment.

AGREED AND ACCEPTED:


                                       14

<PAGE>

AIRVANA, INC.                           NORTEL NETWORKS INC.


BY: /s/ David P. Gamache                By: /s/ Doug Wolfe
    ---------------------------------       ------------------------------------
             (Signature)                               (Signature)
Name: David P. Gamache                  Name: Doug Wolfe
         (Printed)                             (Printed)
Title: CFO                              Title: VP PLM

Date: September 30, 2005                Date: Oct. 3, 2005


                                       15

<PAGE>

                    AIRVANA, INC. SOFTWARE LICENSE AGREEMENT

                                   SCHEDULE A

1.   DESCRIPTION OF SOFTWARE.

Factory Test Package Appendix A defines Software licensed.

2.   DESCRIPTION OF PRODUCTS.

     1.)  1xEV-DO DOM hardware solutions based on Airvana hardware design and
          using software exclusively licensed from Airvana

     2.)  Non 1xEV-DO DOM hardware solutions

3.   LICENSE FEE.

(a)  License Fee. Licensee shall pay Airvana a one-time, non-refundable, license
     fee in the amount of $[**] for use of the Software with Licensee's
     Products, as described above.

(b)  Timing and Manner of Payments. The License Fee is stated and payable in
     U.S. Dollars. Licensee shall pay the License Fee to Airvana with [**] days
     of execution of this Agreement.


                                       16
<PAGE>

                                 AMENDMENT NO. 6
                                       TO
                   DEVELOPMENT AND PURCHASE AND SALE AGREEMENT
                                       FOR
                     CDMA HIGH DATA RATE (1XEV-DO) PRODUCTS

                                 SPECIAL PRICING

Amendment No. 6 effective October 24, 2005 to the Development and Purchase and
Sale Agreement for CDMA High Data Rate (1xEV-DO) Products between Airvana, Inc.
("Airvana") and Nortel Networks Inc. ("NNI"), as amended (the "Agreement").

WHEREAS Appendix A to the Agreement sets out pricing applicable under the
Agreement;

AND WHEREAS the parties wish to establish a process for adjusting such pricing
to deal with special situations;

NOW THEREFORE, in consideration of the premises and the promises set forth
herein, NNI and Airvana agree as follows:

     1.   The Agreement is hereby amended by adding a new section 7.13 as
          follows:

          "7.13 - The parties may from time to time establish special pricing to
          deal with specific situations by executing a document in the form of
          Exhibit O - Special Pricing Form specifying the applicable pricing
          (the "Special Pricing Form"), and such pricing shall prevail over the
          prices set forth in Appendix A for those situations specified in the
          Special Pricing Form."

     2.   A new Exhibit O - Special Pricing Form, in the form attached hereto,
          is hereby added to the Agreement. Executed Special Pricing Forms shall
          be added to the Agreement and numbered consecutively O - 1, O - 2,
          etc.

In all other respects the Agreement, as amended, remains unchanged.

IN WITNESS WHEREOF the parties have caused this Amendment No. 6 to be signed by
their duly authorized representatives as of the Effective Date.

AIRVANA, INC.                           NORTEL NETWORKS INC.


By: /s/ David P. Gamache                By: /s/ Doug Wolfe
    ---------------------------------       ------------------------------------
    (Signature)                             (Signature)
Name: David P. Gamache                  Name: Doug Wolfe
      (Print)                                 (Print)
Title: CFO                              Title: VP PLM

Date: 11-4-05                           Date: 11-18-05

<PAGE>

                                    EXHIBIT O

                              SPECIAL PRICING FORM

DESCRIPTION OF OPPORTUNITY:

GREENFIELD [ ]   OVERLAY [ ]   COMPETITIVE [ ]   RIP [ ]   OTHER [ ]

CUSTOMER: [ENTER CUSTOMER NAME OR CATEGORY OF CUSTOMER]

SPECIFICS OF SITUATIONS TO WHICH SPECIAL PRICING SHALL APPLY: [SPECIFY SCOPE OF
SPECIAL PRICING]

PRICING AND SPECIAL TERMS: [ENTER PRICING DETAILS AND APPLICABLE TERMS]

     SUBMITTED BY: _____________________________________________________________

     SUBMITTED DATE: ___________________________________________________________

     AIRVANA ACCEPTANCE SIGNATURE: [EXHIBIT - NOT TO BE EXECUTED] DATE: ________

     NORTEL ACCEPTANCE SIGNATURE: [EXHIBIT - NOT TO BE EXECUTED]  DATE: 11-18-05

<PAGE>

                          O-1 [**] SPECIAL PRICING FORM

DESCRIPTION OF OPPORTUNITY:

[**]

CUSTOMER: [**]

SPECIFICS OF REQUEST: [**]

PRICING AND SPECIAL TERMS:

     1.   All [**] deployed qualify for the [**] per existing contract.

     2.   The [**] would be deployed [**] - Nortel will [**] report and pay [**]

          -    [**]

               a.)  [**], or

               b.)  [**].

          [**] license fees will become due and reported and paid [**].

     3.   [**] will be deployed [**] will be made available on similar terms.

          -    Nortel will [**] report and pay [**]

          -    [**]

               a.)  [**], or

               b.)  [**].

          [**] license fees will become due and reported and paid in the [**].


     AIRVANA ACCEPTANCE SIGNATURE: /S/ D. GAMACHE               DATE: 11/4/05
                                   --------------------------


     NORTEL ACCEPTANCE SIGNATURE: /S/ DOUG WOLFE                DATE: 11/18/05
                                  ---------------------------

<PAGE>

                          O-2 [**] SPECIAL PRICING FORM

DESCRIPTION OF OPPORTUNITY:

[**]

CUSTOMER: [**]

SPECIFICS OF REQUEST: [**]

PRICING AND SPECIAL TERMS:

     1.   All [**] deployed qualify for the [**].

     2.  The [**] would be deployed [**]

          -    Nortel will [**] report and pay [**]

          -    [**]:

               a.)  [**], or

               b.)  [**], or

               c.)  [**].

          [**] license fees will become due and reported and paid [**].

     3.   [**] will be deployed [**] will be made available on similar terms.

          -    Nortel will [**] report and pay [**]

          -    [**]:

               a.)  [**],

               b.)  [**], or

               c.)  [**].

          [**] license fees will become due and reported and paid [**].


     AIRVANA ACCEPTANCE SIGNATURE: /S/ D. GAMACHE               DATE: 11/4/05
                                   --------------------------


     NORTEL ACCEPTANCE SIGNATURE: /S/ DOUG WOLFE                DATE: 11/18/05
                                  ---------------------------

<PAGE>

                         O-3 REV 0 SPECIAL PRICING FORM

DESCRIPTION OF OPPORTUNITY:

[**]

CUSTOMER: [**]

SPECIFICS OF REQUEST: [**]

PRICING AND SPECIAL TERMS:

     1.   Nortel will purchase [**] at the [**] to be shipped to Nortel [**].
          These [**] units may [**]. Nortel may purchase [**] for the [**] with
          requested [**]. If any of these [**] are [**], they will be priced at
          $[**].

     2.   Nortel may purchase [**]. If any of these [**] are [**], the pricing
          will [**].

     3.   Nortel will order [**] at the [**]. This will be in the form of a
          [**]. This [**].

     4.   All [**] with [**].

     5.   [**] will apply on [**] on orders placed during the period [**]. For
          clarity, the [**] will [**] on orders placed during the period [**].

     6.   Nortel will agree to pay [**] of product shipments between [**], and
          make reasonable efforts to ship this business to operators by [**].

     7.   The [**] fixed payments in the amount of [**] Dollars U.S. ($[**]),
          introduced in Amendment No.2 to the Agreement in consideration of the
          DOM price changes in that Amendment and amended in Amendment No. 4 to
          the Agreement, will continue to be made by Nortel to Airvana in
          accordance with Amendment No. 4.

     SUBMITTED BY: JAY ARMSTRONG

     SUBMITTED DATE: 2005/11/15


     AIRVANA ACCEPTANCE SIGNATURE: /S/ D. GAMACHE               DATE: 11/16/05
                                   --------------------------


     NORTEL ACCEPTANCE SIGNATURE: /S/ DOUG WOLFE                DATE: 11/28/05
                                   --------------------------

<PAGE>

                          O-4 [**] SPECIAL PRICING FORM

DESCRIPTION OF OPPORTUNITY:

[**]

CUSTOMER: [**]

SPECIFICS OF REQUEST: [**].

PRICING AND SPECIAL TERMS:

     [**] will be [**]:

          1.   [**]

          2.   [**].

          3.   [**].

     For [**] pricing ($[**] per unit) will remain in effect.

     SUBMITTED BY:

     SUBMITTED DATE:


     AIRVANA ACCEPTANCE SIGNATURE: /S/ DAVID GAMACHE            DATE: 3-13-06
                                   --------------------------


     NORTEL ACCEPTANCE SIGNATURE: /S/ ILLEGIBLE                 DATE: 2006/05/19
                                  ---------------------------

<PAGE>

                          O-5 [**] SPECIAL PRICING FORM

DESCRIPTION OF OPPORTUNITY:

[**]

CUSTOMER: [**]

SPECIFICS OF REQUEST: [**]

PRICING AND SPECIAL TERMS:

     1.   Airvana will apply [**] pricing of $[**] as defined in the current
          master agreement for [**].

     2.   [**] this offer.

     SUBMITTED BY: L.Crozier

     SUBMITTED DATE: 2006/03/08


     AIRVANA ACCEPTANCE SIGNATURE: /S/ DAVID GAMACHE            DATE: 3-13-06
                                   --------------------------


     NORTEL ACCEPTANCE SIGNATURE: /S/ ILLEGIBLE                 DATE: 2006/05/19
                                  ---------------------------

<PAGE>

                         O-6 [**] SPECIAL PRICING FORM

DESCRIPTION OF OPPORTUNITY :

[**]

CUSTOMER: [**]

SPECIFICS OF REQUEST: [**]

PRICING AND SPECIAL TERMS:

     1.   For every [**] will [**] as defined in the current master agreement to
          be applied to [**].

     2.   The [**] may apply is [**].

     3.   [**] must make a [**] to Airvana of the [**]; thereafter, the terms of
          this O-6 Special Pricing Form shall [**].

     4.   [**] will provide a [**] to Airvana for the [**].

     SUBMITTED BY: ___________________________________________________________

     SUBMITTED DATE: 2006/10/05


     AIRVANA ACCEPTANCE SIGNATURE: /S/ DAVID GAMACHE            DATE: 11-6-06
                                   --------------------------


     NORTEL ACCEPTANCE SIGNATURE: /S/ ILLEGIBLE                 DATE: 2006/11/03
                                  ---------------------------

<PAGE>

                         O-7 [**] SPECIAL PRICING FORM

DESCRIPTION OF OPPORTUNITY:

[**]

CUSTOMER: A.P. -- [**]

SPECIFICS OF REQUEST: [**]

PRICING AND SPECIAL TERMS:

     1.   Airvana will [**] for certain [**].

     2.   This [**] and includes [**], but excludes [**].

     3.   The [**] may apply is [**].

     SUBMITTED BY: __________________________________________________________

     SUBMITTED DATE: 2006/11/14


     AIRVANA ACCEPTANCE SIGNATURE:                              DATE: __________
                                   --------------------------


     NORTEL ACCEPTANCE SIGNATURE:                               DATE: __________
                                  ---------------------------

<PAGE>

                         O-8 [**] SPECIAL PRICING FORM

DESCRIPTION OF OPPORTUNITY:

[**]

CUSTOMER: [**]

SPECIFICS OF REQUEST: [**].

PRICING AND SPECIAL TERMS:

     1.   Airvana will [**] pricing for [**]. However, in no case shall the net
          [**].

     2.   This [**] and includes [**], but excludes [**]. Nortel will indicate
          to Airvana the number of applicable [**] no later than [**] days after
          finalization of the initial agreement with [**].

     3.   The [**] may apply is [**].

     SUBMITTED BY: _________________________________________________________

     SUBMITTED DATE: 2006/11/30


     AIRVANA ACCEPTANCE SIGNATURE: /s/ David Gamache            DATE: 1/26/07
                                   --------------------------


     NORTEL ACCEPTANCE SIGNATURE: /s/ Illegible                 DATE: 1/30/07
                                  ---------------------------
<PAGE>

                                 AMENDMENT NO. 7

This Amendment No. 7 to the Development and Purchase and Sale Agreement for CDMA
High Data Rate (1xEV-DO) Products between Airvana, Inc. ("Airvana") and Nortel
Networks Inc. ("NNI"), as amended (the "Agreement") is made effective as of
October 18, 2005.

IN CONSIDERATION OF the premises and the promises set forth herein, NNI and
Airvana agree as follows:

1.   The Agreement is hereby amended by adding the following additional sections
     to Article 22 (Intellectual Property Rights) of the Agreement:

     "22.7 The parties agree that the copyright and any trade secrets in the
     feature requirement specifications ("FRS") and feature system requirements
     specifications ("FSRS") documentation, for Rev A EV-DO product, developed
     cooperatively by the parties during the Term of this Agreement, shall be
     jointly owned by the parties and each party waives any right to an
     accounting that it may have with respect to any use of any such documents.
     Provided, however, that (i) no license is granted to either party in any
     patents or other intellectual property owned or licensed by the other
     party, and (ii) for the Term of this Agreement, as amended, each party
     agrees to provide prompt written notice to the other of its decision to use
     the FRS or FSRS documentation (A) in the case of NORTEL NETWORKS, in a
     program that has passed the "Market Ready" milestone or equivalent (as such
     term is defined in NORTEL NETWORKS' product development process attached
     hereto as Exhibit A), which passage may not be unduly delayed or avoided
     for the purpose of delaying NORTEL NETWORKS' notice obligation; or (B) in
     the case of Airvana, in conjunction with a third party OEM with whom a
     letter of intent or other similar written agreement has been made in
     relation to the development, marketing or sale of products related to the
     FRS or FSRS documentation. Nothing in this clause is intended to create an
     obligation, either currently or in the future, on either party to disclose
     any confidential information to the other party, except for a party's
     obligation to provide notice as required in this Section.

     22.8 Any derivative work created by one party from the jointly owned
     documents referenced in Section 22.7 shall be owned exclusively by the
     party creating such derivative work and each party waives any right to an
     accounting that it may have with respect to the use of any such derivative
     work. For clarity, the use restrictions set forth in Section 15 of the
     Agreement shall not apply to confidential information that is jointly
     owned.

In all other respects the Agreement, as amended, remains unchanged.

IN WITNESS WHEREOF the parties have caused this Amendment No. 7 to be signed by
their duly authorized representatives as of the Effective Date.


AIRVANA, INC.                           NORTEL NETWORKS INC.


By: /s/ David P. Gamache                By: /s/ Doug Wolfe
    ---------------------------------       ------------------------------------
Name: David P. Gamache                  Name: Wolfe Doug
Title: CFO                              Title: VP PLM

<PAGE>

                                    EXHIBIT A
                                       TO
                        NORTEL / AIRVANA AMENDMENT NO. 7

Market Ready (MR) Milestone

The MR milestone is the beginning of the planning and definition phase of a
project. The following activities are typically completed or agreed to be
deferred to declare MR:

     -    [**]

<PAGE>

                                 Nortel Networks Amended Agreement No. 011174(8)
                                   Nortel Networks Original Agreement No. 011174

                                 AMENDMENT NO. 8
                                       TO
                   DEVELOPMENT AND PURCHASE AND SALE AGREEMENT
                                       FOR
                     CDMA HIGH DATA RATE (IXEV-DO) PRODUCTS

     Amendment No. 8 by and between Nortel Networks Inc. ("NNI") and Airvana,
     Inc. ("AIRVANA") ("Amendment No. 8").

     WHEREAS, NNI and AIRVANA entered into a Development and Purchase and Sale
     Agreement for CDMA High Data Rate (IxEV-DO) Products dated October 1, 2001,
     Agreement No. 011174, as amended ("Agreement"); and

     WHEREAS, NNI and AIRVANA wish to amend the Agreement further;

     NOW, THEREFORE, in consideration of the premises and the promises set forth
     herein, NNI and AIRVANA agree as follows, effective as of November 11th,
     2005 ("Effective Date"):

     DEFINITIONS: As used herein:

     "CDMA Feature Delivery Documents" shall mean the documents listed on
     Schedule A in source code format, and documents added by Nortel Networks by
     notice in writing that relate to Nortel Networks' confidential and
     proprietary CDMA Customer Feature and Capacity Delivery System (CFDS/CCDS)
     that allows customers to purchase the right to use (RTU) optional features.
     It is a proprietary license control system to ensure CDMA features/options
     and / or capacity are not used without payment.

     "Improvements" means any innovations, improvements, enhancements,
     modifications and/or other derivatives that are based on and/or directed to
     the CDMA Feature Delivery Documents and for greater certainty, include any
     object code versions of the CDMA Feature Delivery Documents.

     "Listed Employees" shall mean the Airvana employees listed on Schedule A
     hereto, including any employees added to the list by Airvana from time to
     time upon notice to Nortel Networks, provided that the total number of
     Listed Employees shall not exceed [**] employees without Nortel Networks'
     written consent.

     1. The parties agree and acknowledge that the CDMA Feature Delivery
     Documents contain valuable Nortel Networks confidential and proprietary
     information and require special handling in addition to the confidentiality
     provisions in the Agreement. The CDMA Feature Delivery Documents and the
     Improvements constitute Confidential Information of Nortel Networks under
     the Agreement and shall be subject to the confidentiality provisions of the
     Agreement, including the more stringent requirements set forth herein.

     2. Airvana agrees that the CDMA Feature Delivery Documents shall only be
     made available to the Listed Employees and Airvana shall use commercially
     reasonable efforts to restrict access only to the Listed Employees. Airvana
     shall advise the Listed Employees in writing that the CDMA Feature Delivery
     Documents and any information contained therein may only be shared among
     the Listed Employees and must be used only as expressly directed by Nortel
     Networks in writing. The access restriction to Listed Employees shall also
     apply to Improvements, but shall not apply to object code compiled from the
     CDMA Feature Delivery Documents or any Improvements, provided that Airvana
     shall use commercially reasonable efforts, but no less than it uses to
     protect its own valuable software, to protect such object code from
     unauthorized use or disclosure. Airvana shall notify Nortel within a
     reasonable period of time in writing if any of the Listed Employees for any
     reason are no longer employees of Airvana.

     3. Grant of License. Nortel Networks, to the extent of its legal right to
     do so, grants to Airvana a personal, non-exclusive, non-transferable,
     royalty-free, non-sublicensable license:


                                   Page 1 of 4

<PAGE>

          (a)  to make a reasonable number of backup copies of the CDMA Feature
               Delivery Documents and Improvements solely as necessary to
               exercise the rights granted herein, and for archival purposes;

          (b)  to make Improvements solely for:

               (i)  incorporation into Products exclusively for Nortel Networks
                    ; and

               (ii) provision of technical support for Products sold to Nortel
                    Networks;

          (c)  to make, sell, offer to sell and license Products incorporating
               Improvements solely to Nortel Networks.

          The foregoing license expressly excludes any right to have any third
     party perform on Seller's behalf under any of such license grants.

     4. For greater certainty, the reference to "freeware" in section 30.11 of
     the OEM Agreement will include but not be limited to GNU General Public
     License, or any similar "open source" license, that would grant third
     parties the right to receive the source code of the software portion of the
     Product.

     5. Nortel Networks may terminate the licenses granted under this Amendment
     No. 8 at any time effective upon written notice to Airvana. At any time,
     upon Nortel Networks' request, Airvana shall within five business days of
     written notice from Nortel Networks (i) return CDMA Feature Delivery
     Documents; or (ii) destroy such CDMA Feature Delivery Documents and certify
     their destruction to Nortel Networks.

     6. The CDMA Feature Delivery Documents and the Improvements, including all
     copies thereof (including any and all portions thereof), and any
     intellectual property rights associated with the CDMA Feature Delivery
     Documents or the Improvements, shall be owned exclusively by Nortel
     Networks. Licensee shall disclose any Improvements to Nortel Networks in
     writing upon its conception and upon the reduction of such Improvement to a
     detailed description. Airvana shall cooperate with Nortel Networks in any
     actions Nortel Networks make take to secure intellectual property
     protection for any Improvements.

     7. The confidentiality provisions associated with the CDMA Feature Delivery
     Documents and any Improvements (other than Improvements in object code
     format) shall survive the expiration or termination of the Agreement for a
     period of [**] years.

     8. Nortel shall defend and indemnify Airvana (including its directors,
     officers, employees, and agents) against any and all actions, claims,
     proceedings and attendant costs and expenses and liabilities brought
     against Airvana and shall hold Airvana harmless from any corresponding
     damages, liabilities, settlements, costs, and expenses (including
     attorneys' fees) arising from any third party claim that the CDMA Feature
     Delivery Documents infringe any patent, trade secret or copyright, provided
     that: Airvana a) promptly notifies Nortel Networks in writing of the claim
     and b) allows Nortel Networks to control the defense and any related
     settlement negotiations and cooperates with Nortel Networks in conjunction
     therewith. If such a claim is made or appears likely to be made, Nortel
     Networks may, but agrees in the case in which an infringement has been
     found, at its option, to i) modify the CDMA Feature Delivery Documents so
     that they are not infringing the claimed patent, trade secret and/or
     copyright, or ii) secure the right for Airvana to continue to use the CDMA
     Feature Delivery Documents as permitted hereunder without infringing the
     claimed patent, trade secret and/or copyright or iii) terminate the
     licenses granted to Airvana under this Agreement. This represents Airvana's
     sole and exclusive remedy regarding any claim of infringement associated
     with the CDMA Feature Delivery Documents and/or any use thereof.
     Notwithstanding any of the foregoing, Nortel Networks shall have no
     liability or obligation, including, without limitation, to defend or
     indemnify Airvana, with respect to any claim based on or arising from any
     of the following: a) Airvana's modification of the CDMA Feature Delivery
     Documents not approved in writing by Nortel; b) Airvana's failure to
     install or have installed changes, revisions or updates to the CDMA Feature
     Delivery Documents as instructed by Nortel Networks; or c) improper use of
     the CDMA Feature Delivery Documents or use outside the scope of the license
     granted under this Agreement

     9. In all other respects the Agreement, as amended, remains unchanged.

IN WITNESS WHEREOF, the parties have caused this Amendment No. 8 to be signed by
their duly authorized representatives as of the Effective Date, although
actually signed by the parties on the dates set forth below their respective
signatures.


                                   Page 2 of 4

<PAGE>

AIRVANA, INC.                           NORTEL NETWORKS INC.


By: /s/ David P. Gamache                By: /s/ Richard Piasentin
    ---------------------------------       ------------------------------------
    (Signature)                             (Signature)
Name: David P. Gamache                  Name: Richard Piasentin
          (Print)                                 (Print)
Title: VP Finance                       Title: VP

Date: September 26, 2006                Date: 10-5-06


                                   Page 3 of 4

<PAGE>

                                   SCHEDULE A
                                 TO AMMENDMENT 8
                                     BETWEEN
                      AIRVANA INC. AND NORTEL NETWORKS INC.
                                      DATED
                               November 11th, 2005

Listed Employees
[**]

Documents to be disclosed

Document:
[**]


                                   Page 4 of 4

<PAGE>

                                 Nortel Networks Amended Agreement No.011174 (9)
                                 Nortel Networks Original Agreement No. 011174

                                 AMENDMENT NO. 9
                                       TO
                   DEVELOPMENT AND PURCHASE AND SALE AGREEMENT
                                       FOR
                     CDMA HIGH DATA RATE (IXEV-DO) PRODUCTS

Amendment No. 9 by and between Nortel Networks Inc. ("NNI") and Airvana Inc.
("AIRVANA") ("Amendment No. 9").

WHEREAS, NNI and AIRVANA entered into a Development and Purchase and Sale
Agreement for CDMA High Data Rate (IxEV-DO) Products dated October 1, 2001,
Agreement No. 011174, as amended ("Agreement"); and

WHEREAS, NNI and AIRVANA wish to amend the Agreement further;

NOW, THEREFORE, in consideration of the premises and the promises set forth
herein, NNI and AIRVANA agree as follows, effective as of August 20th, 2006
("Effective Date") unless otherwise set forth below:

     1.   Appendix A (3) is deleted in its entirety and replaced with new
          Appendix A (4) attached to and incorporated in this Amendment as
          Attachment 1.

     2.   The first bullet point of Appendix B,

          " "1xEV-DO Network Solution OEM Minimum Requirements Specification",
          Version 1.0 (This document describes the Product requirements
          necessary for the Products listed in Appendix A.) " is hereby deleted
          in its entirety and replaced with the following, " "1xEV-DO Network
          Solution OEM Minimum Requirements Specification" (Version 1.0), the
          Feature System Requirements Specifications ("FSRS") and the Feature
          Architecture Specifications ("FAS"). (These documents describe the
          Product requirements necessary for the Products listed in Appendix A.)
          "

     3.   The parties agree to undertake periodic reviews of the royalty
          reporting process, no more than quarterly, in an effort to simplify,
          optimize, and improve the accuracy of such process.

     4.   Paragraph 20 of Exhibit N of Amendment No. 5 of this Agreement is
          hereby deleted in its entirety and replaced with the following new
          Paragraph 20:

     "Airvana will deliver the low level drivers as provided for in Section
     14(f) of Amendment No. 4 no later than November 30th, 2006."

     5.   Clause 7.2 of the Agreement is hereby deleted in its entirety and
          replaced with the following new Clause 7.2: "For all non-Hardware
          Orders and/or Releases generated by Nortel Networks Companies, payment
          shall be net [**] days from the later of the Shipping Date of a
          Product or the date of Nortel Networks' receipt of the invoice unless
          otherwise provided for in the Agreement."

     6.   Sections 30.6 and 30.9 of the Agreement are hereby deleted in their
          entirety and replaced with the following new Sections 30.6 and 30.9:

     30.6 Within [**] days after the end of each calendar [**], NORTEL NETWORKS
          shall send AIRVANA a written report setting forth all unit sales with
          respect to the items mentioned above during such calendar [**] and the
          computation of amounts due on such sales in accordance with this
          Agreement. In order to determine amounts which are payable for each
          calendar [**], such report shall describe the number and types of unit
          sales by NORTEL NETWORKS during such calendar [**] which relate to the
          applicable Software. Calculations and determination of amounts payable
          hereunder shall be made using U.S. generally accepted accounting
          principles (GAAP), consistently applied. AIRVANA shall invoice NORTEL
          NETWORKS for the amounts stated in such report and payment shall be
          due in accordance with Clause 30.9 below. The reporting period of [**]
          days specified above will have a [**] day grace period, provided that
          there shall be a corresponding offsetting reduction (on a day for day
          basis) in payment interval in section 30.9. (For example, if the
          report were given [**] days after the end of the calendar [**], the
          payment period of [**] days would be reduced to [**] days.)

     30.9 All payments due as related to the unit sales identified in the
          reports submitted by NORTEL NETWORKS in accordance with Clause 30.6
          shall be made, at NORTEL NETWORKS' option, by check to AIRVANA or wire


                                   Page 1 of 5

<PAGE>

          transfer to such bank and account as AIRVANA may from time to time
          designate in writing, within [**] days after the end of the calendar
          [**] for which the payment applies provided AIRVANA complies with its
          obligation to invoice under Section 30.6.

     7.   The first sentence of Section 9 of Amendment 4 is hereby deleted in
          its entirety and replaced with the following sentence: "If the actual
          Release 4.0 Channel Ready date is delayed beyond the scheduled Release
          4.0 Channel Ready date (as adjusted in accordance with Section 11 of
          this Amendment No. 4) then commencing after a [**] week grace period.
          NORTEL NETWORKS will receive $[**] in product credits for every
          additional [**] days (after the [**] week grace period) of delay to
          the scheduled Release 4.0 Channel Ready date (as adjusted in
          accordance with Section 11 of this Amendment No. 4). The maximum
          product credits NORTEL NETWORKS will receive under this provision will
          be capped at $[**]."

     8.   Definition of Warranty Period in Section 1 of the Agreement is hereby
          amended as follows: "Warranty Period" shall mean:

               a.)  for the Product Hardware the [**] month period beginning on
                    the date which is [**] days after the Shipping Date of each
                    Product Hardware from the Shipping Location;

               b.)  for the Product Software provided prior to January 1st, 2006
                    the [**] month period beginning on the date which is [**]
                    days after the shipment date of each Product Software;

               c.)  for the Product Software provided on or after to January
                    1st, 2006 and prior to July 1st, 2006 the [**] month period
                    beginning on the date which is [**] days after the shipment
                    date of each Product Software; and

               d.)  for the Product Software provided on or after July 1st, 2006
                    the period commencing on the shipment date of the product
                    and ending [**] months after the 1st day of the month
                    following the shipment date. (for example: the Warranty end
                    date for all shipments in the month of July 2006 will be
                    August 1st 2007).

In all other respects the Agreement, as amended, remains unchanged.

IN WITNESS WHEREOF, the parties have caused this Amendment No. 9 to be signed by
their duly authorized representatives as of the Effective Date, although
actually signed by the parties on the dates set forth below their respective
signatures.

AIRVANA, INC.                           NORTEL NETWORKS INC.


By: /s/ David P. Gamache                By: /s/ Richard Piasentin
    ---------------------------------       ------------------------------------
    (Signature)                             (Signature)
Name: David P. Gamache                  Name: Richard Piasentin
          (Print)                                 (Print)
Title: VP Finance                       Title: VP

Date: September 29, 2006                Date: 10-5-06


                                   Page 2 of 5

<PAGE>

                                  ATTACHMENT 1
                                 APPENDIX A (4)

         PRODUCTS (HARDWARE AND SOFTWARE), AND SERVICES; PRICES AND FEES

                                    HARDWARE

<TABLE>
<CAPTION>
                AIRVANA ORDER   NORTEL NETWORKS PRICE FOR
HARDWARE NAME       NUMBER               HARDWARE           NOTES
-------------   -------------   -------------------------   -----
<S>             <C>             <C>                         <C>
[**]                 TBD                   [**]              [**]
[**]                 TBD                   [**]              [**]
[**]                 TBD                   [**]              [**]
</TABLE>

(1)  The discount of [**]% off the existing Rev 0 DOM price will apply to all
     DOMs shipped after the Release 2.2 Channel Ready date, but no later than
     March 31st 2005 unless the delay to the ChR date is caused by Nortel
     Networks.

(2)  The Rev 0 DOM price will be further discounted by [**]% for all Rev 0 DOMs
     shipped after April 1st 2006.

(3)  Nortel Networks will receive the Rev A DOM pricing for Rev 0 DOMs (Rev A
     license fee plus $[**] for hardware) shipped after the planned Release 3.2
     Channel Ready date, as mutually agreed at the Business Readiness review,
     unless this date is delayed due to factors outside of Airvana's control.
     This price parity is applicable for Rev 0 DOMs shipped between the planned
     and actual Channel Ready dates (if these dates are not the same) and the
     first [**] Rev 0 DOMs shipped after the actual Channel Ready date. For all
     subsequent shipments of Rev 0 DOMs, pricing reverts to April 1st, 2006
     pricing.

                                    SOFTWARE

<TABLE>
<CAPTION>
SOFTWARE NAME (SOFTWARE MAY
BE DELIVERED SEPARATELY
FROM THE HARDWARE OR          AIRVANA ORDER   NORTEL NETWORKS PRICE FOR
EMBEDDED IN THE HARDWARE)         NUMBER               SOFTWARE           NOTES
---------------------------   -------------   -------------------------   -----
<S>                           <C>             <C>                         <C>
[**]                               TBD                   [**]              [**]
[**]                                                     [**]              [**]
[**]                                                     [**]              [**]
[**]                               TBD                   [**]              [**]
[**]                                                     [**]              [**]
[**]                               TBD                   [**]              [**]
[**]                               TBD                   [**]              [**]
[**]                                                     [**]              [**]
[**]                               TBD                   [**]              [**]
[**]                                                     [**]              [**]
[**].
</TABLE>


                                   Page 3 of 5

<PAGE>

                         POST-WARRANTY SUPPORT SERVICES

<TABLE>
<CAPTION>
                              AIRVANA
SUPPORT SERVICE BY PRODUCT     ORDER    NORTEL NETWORKS PRICE
        OR SOFTWARE            NUMBER          PER YEAR         NOTES
---------------------------   -------   ---------------------   -----
<S>                           <C>       <C>                     <C>
[**]                            TBD              [**]            [**]
[**]                            TBD              [**]            [**]
[**]                            TBD              [**]            [**]
</TABLE>

<TABLE>
<CAPTION>
OTHER SUPPORT SERVICE   NORTEL NETWORKS PRICE   NOTES
---------------------   ---------------------   -----
<S>                     <C>                     <C>
[**]                             [**]            [**]
[**]                             [**]            [**]
[**]                             [**]            [**]
</TABLE>

(4)  Price shown for support service applies after the Warranty Period has
     expired for each applicable Product. If so ordered by Nortel Networks, such
     annual support service price shall be paid for per section 9.2 of the
     agreement.


                                   Page 4 of 5

<PAGE>

                                TRAINING COURSES

<TABLE>
<CAPTION>
                COURSE
COURSE NUMBER   LENGTH                        COURSE TITLE / DESCRIPTION                       PRE-REQUISITES
-------------   ------   -------------------------------------------------------------------   -----------------
<S>             <C>      <C>                                                                   <C>
101             2 DAYS   INTRODUCTION TO 1XEV-DO NETWORK CONCEPTS                              None

                         PRIMARY AUDIENCE: First and second line support

                         CONTENTS: Classroom only.  This course covers basics of the TCP/IP
                         protocol, IP routing protocols, Data Link Protocols, basic CDMA
                         protocol operation, and the 1xEV-DO protocol.

201             5 DAYS   BASIC 1XEV-DO - CONCEPTS AND OPERATION                                101 OR EQUIVALENT

                         PRIMARY AUDIENCE: First and second line support and technical field
                         personnel, network planners

                         CONTENTS: Classroom and lab.  This course covers the 1xEV-DO
                         system, airlink, signaling and applications in detail; hands-on
                         work with the DOM, RNC & ANM, and basic network troubleshooting,
                         OMs & logging.

301             4 DAYS   ADVANCED 1XEV-DO - CONCEPTS AND OPERATION                             201

                         AUDIENCE:  First and second line support, technical field
                         personnel, network planners

                         CONTENTS: Classroom and lab.  This course covers advanced topics
                         including RF optimization, network optimization, performance
                         analysis, detailed throughput performance troubleshooting.
</TABLE>

PRICING TABLE

<TABLE>
<CAPTION>
                                                     TOTAL COST / NUMBER OF STUDENTS
COURSE NUMBER /                              ----------------------------------------------
COURSE TITLE               LOCATION            6      7      8      9     10     11     12
-----------------   ----------------------   ----   ----   ----   ----   ----   ----   ----
<S>                 <C>                      <C>    <C>    <C>    <C>    <C>    <C>    <C>
101 Introduction    Airvana/Chelmsford       [**]   [**]   [**]   [**]   [**]   [**]   [**]
to 1xEV-DO          Customer/US & Canada     [**]   [**]   [**]   [**]   [**]   [**]   [**]
Network Concepts    Customer/International   [**]   [**]   [**]   [**]   [**]   [**]   [**]

201 Basic 1xEV-DO   Airvana/Chelmsford       [**]   [**]   [**]   [**]   [**]   [**]   [**]
- Concepts and      Customer/US & Canada     [**]   [**]   [**]   [**]   [**]   [**]   [**]
Operation           Customer/International   [**]   [**]   [**]   [**]   [**]   [**]   [**]

301 Advanced        Airvana/Chelmsford       [**]   [**]   [**]   [**]   [**]   [**]   [**]
1xEV-DO -           Customer/US & Canada     [**]   [**]   [**]   [**]   [**]   [**]   [**]
Concepts and        Customer/International   [**]   [**]   [**]   [**]   [**]   [**]   [**]
Operation
</TABLE>

*    - Applicable once Airvana has facilities capable of accommodating number of
     students (target 2Q05)

         CANCELLATION POLICY:

The following cancellation policy shall apply:

a)   Reschedule 14+ days, no charge 1st time only, then considered a
     cancellation as below.

b)   Cancel 14-29 days before delivery date, [**]% of services charged.

c)   Cancel 7-13 days before delivery date, [**]% of services charged.

d)   Cancel 0-6 days before delivery date, [**]% of services charged.


                                   Page 5 of 5