**Note:
Portions of this exhibit indicated by [*] are subject to a confidential
treatment request, and have been omitted from this exhibit. Complete, unredacted
copies of this exhibit have been filed with the Securities and Exchange
Commission as part of the Company’s confidential treatment request.**




**This
Purchase and License Agreement for FWA Equipment** (the **“** **Agreement** **”** ) dated
as of December 28, 2004 (the “ **Effective
Date** ”) is
entered by and among Airspan Communications Limited
(**“** **Airspan** **”**),
and Axtel, S.A. de C.V. ( “ **Axtel** ” and,
together with Airspan, the “ **Parties** ”), is
effective from the Effective Date and shall continue in effect thereafter during
the Term. References to “days” shall mean calendar days, unless otherwise
specified.





**WHEREAS** , Axtel
and Nortel Networks Limited (**“** **NN
Limited** **”**)
and Nortel Networks de México, S.A. de C.V. (**“** **NN
México** **”**
and collectively with NN Limited, **“** **Nortel
Networks** **”**)
entered into a Purchase and License Agreement for FWA Equipment dated March 20,
2003, which was subsequently amended by Amendment No. 1 dated September 15, 2003
and by the Change Order dated December 5, 2003 (the **“** **Original
FWA PLA** **”** );





**WHEREAS** , Nortel
Networks and Axtel entered into a Technical Assistance Support Services
Agreement for FWA Equipment dated March 20, 2003 (the “ **Original
FWA TASS** ”);





**WHEREAS** , Nortel
Networks, Airspan and Axtel entered into an Assignment and Assumption Agreement
dated December 23, 2003, by virtue of which Nortel Networks assigned all of its
rights and obligations under the Original FWA PLA and the Original FWA TASS to
Airspan (the **“** **Assignment
Agreement** **”** );





**WHEREAS** , the
Parties entered into an Amendment Agreement No. 2, dated as of April 20, 2004
(the “ **Amendment**  **No.
2** ”), in
order to confirm their mutual intention to amend and restate the Original FWA
PLA and the Original FWA TASS, pursuant the terms set forth in such
Amendment;





**WHEREAS** , Axtel
issued certain purchase orders for the supply of equipment Products and related
services pursuant the terms and conditions set forth in the Amendment No. 2,
such Products and Services ordered under such purchase orders shall be subject
to the terms and conditions set forth in this Agreement as per the terms set
forth in Section 19 below;





**WHEREAS,** it is
the intention of the Parties to amend and restate the Original FWA PLA as set
forth herein;





**NOW
THEREFORE** in
consideration for the mutual premises contained herein, the Parties hereby
covenant and agree as follows:





**1.
Definitions, Preamble, Purpose And Schedules**





**1.1**
    Unless
      otherwise expressly indicated, the following definitions shall apply to
      this Agreement and its Annexes:**“Concession”**
      means any concession, license, permit or the like (including any additions
      or amendments thereto) granted and issued by the governmental authorities
      of Mexico as of the Effective Date or during the Term in favor of Axtel
      that are legally required under applicable laws for operation of the
      Products sold hereunder and Axtel’s networks in Mexico.**“Deliver”**
      and **“Delivery”** shall have the meaning assigned to such
      term in the Annex “E” of this Agreement.**“Excess
      Products”** shall mean with respect to FWA RSS Products ordered by
      Axtel in any given month, the FWA RSS Products that exceed the greater of:
      (i) [*] FWA RSS Units or (ii) [*] more of the amount of FWA RSS Units
      ordered by Axtel for delivery in the prior month (for example if Axtel
      orders 3,000 RSS units for delivery in July and 12,000 RSS units for
      delivery in August, the Excess Products for August would be 7,500 RSS
      units (amount comes from 3,000 of the prior month plus the 50% of such
      amount (1,500). The result is 4,500 so the Excess Product are 7,500 in
      order to complete the 12,000 units).
  Page
1
 Purchase
and License Agreement for FWA Equipment
 **“Force
      Majeure Event”** means the occurrence of fire, casualty, explosion,
      lightning, accident, war (declared or undeclared), armed conflict, civil
      disturbance, riot, Act of God, the enactment, issuance, or application of
      any law, local by-law, regulation, or executive, administrative, or
      judicial order, acts (including delay or failure to act) of any
      governmental authority, or any other cause or causes (whether of the
      foregoing, nature or not), or any other similar or different occurrence,
      which cause or occurrence is beyond the reasonable control of the affected
      party and whether or not foreseeable by such party**“FWA
      Business”** means, among other things, the know-how and licenses
      that would allow a third party to manufacture and support base station
      equipment, Axtel premises equipment, remote element manager, system
      software and installation toolsets, that combined provide a fixed wireless
      access solution operating in the 3.5 GHz spectrum using TDMA
      technology.**“Hardware”**
      means Airspan machine, equipment or component, but not including the
      software.**“Local
      Airspan Affiliate”** means any person or entity established prior
      to or during the Term in Mexico, more than fifty percent (50%) of whose
      voting shares or outstanding capital stock is owned or controlled
      (directly or indirectly) by Airspan or an affiliate of
      Airspan.**“Products”**
      means any Hardware, Software or Third Party Vendor Items provided under
      this Agreement, which are further described in**Annex C**
      hereto.**“Services”**
      means the activities, which may be undertaken by Airspan pursuant to an
      Order, including but not limited to, consulting, business planning,
      network planning and analysis.**“Site”**
      means a location designated by Axtel at which the Products are to be
      installed and the Services are to be performed.**“Software”**
      means computer programs or firmware which is owned or licensed by Airspan,
      its parent or one of its subsidiaries or affiliates, and is copyrighted
      and licensed, not sold. Software consists of machine-readable
      instructions, its components, data, audio-visual content (such as images,
      text, recordings or pictures) and related licensed materials including all
      whole or partial copies.**“Software
      Scripts”** means the high level overlay of the Radio Element
      Manager (REM) software that is either run on demand or scheduled and
      typically collects, post processes or interprets data for operational,
      installation, commissioning and maintenance purposes. The Software Scripts
      do not include REM daemons or REM Graphical User Interface screens (GUI).**“Specifications”**
      means, with respect to Products and/or Services, the technical
      specifications set forth in **Annex D** hereto, which
      describe or explain the standard functional capabilities and/or
      requirements for such Products and/or Services.**“Taxes”**
      means all federal, state, provincial, local, foreign, gross income, gross
      receipts, sales, use, value added, stamp, levies, customs duties,
      franchise, withholding, excise, real or personal property taxes,
      registration charges and all other similar
taxes.
  Page
2
 Purchase
and License Agreement for FWA Equipment
 **“Term”**
      means three (3) years and three (3) months, commencing on the Effective
      Date, provided that the Term may be extended for subsequent one (1)
      year periods, subject to the Parties agreeing on mutually acceptable
      commercially reasonable terms and conditions, where **“commercially
      reasonable”** shall mean terms and conditions which would be
      expected to be found in a comparable contractual arrangement between arms’
      length parties, acting without other economic constraint or influence, of
      similar size and financial situation for products and/or services similar
      or comparable to those under this Agreement, including, without
      limitation, price and gross margins, and delivery lead times, capital
      investment required and credit quality of the buyer; and provided,
      further, that, solely for the period prior to any sale of the FWA Business
      by Airspan to an unrelated third party, (i) twelve (12) months prior to
      the end of the Term as then in effect, the Parties shall enter into
      negotiations to determine such mutually acceptable commercially reasonable
      terms and conditions, (ii) if agreement on such terms and conditions is
      not reached by the date that is nine (9) months prior to the end of such
      Term, such determination shall be submitted to arbitration pursuant to the
      Rules of Conciliation and Arbitration of the International Chamber of
      Commerce then in force, such proceedings to take place in the English
      language in the City of Miami, Florida, before a panel of three (3)
      arbitrators appointed in accordance with the aforementioned rules, (iii)
      if such arbitration has not resulted in a determination on or before the
      end of the Term as then in effect, the terms and conditions of this
      Agreement as in effect during such Term shall be deemed to continue in
      effect until such a determination is reached, at which time such
      determination shall be applied retroactively to the end of such Term, (iv)
      if the terms and conditions determined by such arbitration are acceptable
      to Axtel but are not accepted by Airspan, then the arbitrators shall
      determine the price at which they believe the FWA business would be sold
      in an arms length transaction by parties acting without other economic
      constraint or influence, (v) Axtel shall have the right to purchase the
      FWA Business at such price, and (vi) if the Axtel elects not to purchase
      the FWA Business at such price, then Airspan shall have no continuing
      obligation to Axtel beyond the terms of this Agreement as then in effect.**“Third
      Party Vendor Items”** includes “Third Party Hardware” and “Third
      Party Software” and means any non-Airspan hardware and/or software
      supplied to Axtel under this Agreement.**1.2**
    Certain
      additional terms and expressions are defined in particular Sections of
      this Agreement.**1.3**
    Words
      (including words defined herein) indicating the singular only shall also
      include the plural and vice-versa where the context
    requires.**1.4**
    Words
      indicating the masculine only shall also include the feminine and
      vice-versa where the context requires.**1.5**
    The
      preamble shall form an integral part of and shall be incorporated in this
      Agreement as if herein recited at length.**1.6**
    Airspan
      and Axtel agree on all of the terms and conditions regarding the supply of
      the Products and Services as set forth in this
  Agreement.**1.7**
    The
      following Annexes to this Agreement are expressly herein incorporated by
      reference and shall form an integral part of this
    Agreement:




Annex
      A
    -
    Intentionally
      Left in BlankAnnex
      B
    -
    Change
      Order Procedures and Form of Change OrderAnnex
      C
    -
    Description
      of ProductsAnnex
      D
    -
    Product
      SpecificationsAnnex
      E
    -
    FWA
      Order ProcedureAnnex
      F
    -
    FWA
      PricesAnnex
      G
    -
    Warranty
      Terms and Warranty ServicesAnnex
      H
    -
    Acceptance
      Procedure New FWA RSS F6 UnitAnnex
      I
    -
    Intentionally
      Left in BlankAnnex
      J
    -
    Products
      Delivery TimesAnnex
      K
    -
    Minimum
      Purchase Commitment
  Page
3
 Purchase
and License Agreement for FWA Equipment


**1.8**
    In
      the event of any discrepancy or inconsistency between this Agreement and
      any of its Annexes, the terms and conditions of this Agreement shall
      prevail to the extent of any such discrepancy or
      inconsistency.**1.9**
    Any
      amendment, modification or addendum to this Agreement shall be made making
      specific reference to the provision(s) to be amended, modified or added
      and shall have to be made in writing signed by all Parties hereto. All
      other provisions not specifically referred to in such amendment,
      modification or addendum shall remain unchanged and in full forced and
      effect.





**2.
Orders and Order Procedure**





**2.1**
    Axtel
      may acquire Products or Services by: (i) issuing a written purchase order,
      signed by an authorized representative, or (ii) if Axtel is enrolled in
      any then current Airspan electronic commerce program, by submitting
      electronic orders (collectively, **“Orders”**).**2.2**
    All
      Orders shall reference this Agreement and shall comply with the Order
      Procedure attached as **Annex E** hereto. Orders are totally
      binding and non-cancelable, unless is otherwise set forth in this
      Agreement.**2.3.1**
    All
      Orders will be governed by and cannot alter the terms and conditions of
      this Agreement. In order to be valid, all Orders must be accepted by
      Airspan through a written or electronic communication. Airspan shall
      accept such Order within the next ten (10) business days after delivery
      thereof, if such Order is in compliance with this Agreement (prices and
      descriptions) and no additional terms and conditions have been imposed and
      provided further Airspan has not exercised its rights of termination under
      section 16 of this Agreement.**2.3.2**
    Axtel
      will be required to issue Orders to Airspan for delivery of Products in
      accordance with Annex J no sooner than 20 weeks prior to the delivery date
      of the Products ordered, Airspan may, however, in its sole discretion,
      agree to accept an Order in accordance with this Agreement if it is issued
      by Axtel later than such date.**2.3.3**
    Furthermore
      Airspan will have the right, at its option, either to cancel an Order or
      to postpone delivery of Products until the first payment is received,
      without any responsibility to the Parties, only if Airspan has not
      received from Axtel the first payment mentioned in Section 5.3 below, at
      least sixteen (16) weeks prior to the scheduled delivery date of the
      Products ordered under such Order and if Airspan elects to postpone the
      delivery, the 16-week interval may be recalculated by Airspan from the
      date it receives the downpayment.**2.3.4**
    For
      the avoidance of doubt, the Parties agree that Airspan shall not be
      obligated to start performing under any Order until Axtel complies with
      the provisions of this Section 2.3. In the event Airspan does not accept
      an Order in accordance with this Section 2.3, it shall promptly return to
      Axtel any payments made by Axtel with respect to such order, if any.**2.4**
    The
      implementation schedule, responsibility matrix and any other items which
      may be necessary for the performance of Airspan’ obligations hereunder
      shall be mutually agreed upon between the Parties and included as exhibits
      to the Order. Such exhibits shall be deemed incorporated into this
      Agreement by this reference.
  Page
4
 Purchase
and License Agreement for FWA Equipment
 **2.5**
    Intentionally
      Left in Blank.**2.6**
    The
      prices set forth in **Annex F** and reflected in each Order
      are based on anticipated delivery and performance schedules and
      specifications incorporated in such Order.**2.7**
    Any
      changes to this Agreement or an Order initiated by Axtel or Airspan after
      the Effective Date resulting in adjustments to process, job schedule,
      contract price or other requirements thereof may be cause for adjustment
      by Airspan to the prices and to the relevant delivery and performance
      schedules set forth therein. Any such adjustment shall be detailed in a
      change order, a form of which is attached hereto as **Annex
      B** (**“Change Order”**). If the Change Order affects
      any Products for which Airspan has commenced manufacturing or has shipped
      or any Services for which Airspan has commenced performance, the
      adjustment of the price shall include reasonable, documented charges
      incurred by Airspan related thereto. No such changes shall be performed
      until a Change Order has been executed by authorized representatives of
      the Parties.**2.7.1**
    A
      Change Order may be used to increase the amount of Products and/or
      Services ordered or to change the delivery schedule of the Products
      ordered thereunder, taking in consideration the
  following:




(i)
    The
      delivery of [*] of the relevant Products ordered shall not be rescheduled
      for more than [*] month.(ii)
    The
      delivery of the [*] of the relevant Products ordered shall not be
      rescheduled for more than [*] months.(iii)
    The
      delivery of the remaining [*] of the relevant Products ordered shall not
      be rescheduled for more than [*] months.




**2.8**
    By
      enrolling in any Airspan’ electronic commerce program, Axtel agrees to
      comply with the terms of such program. Axtel agrees that all electronic
      Orders issued are equivalent to a written Order, are governed by the terms
      and conditions of this Agreement and that in the event of any conflict
      between this Agreement and the information contained in Axtel’s or
      Airspan’ electronic commerce website, this Agreement governs. Axtel is
      responsible for the use and protection of all electronic commerce
      passcodes provided by Airspan and agrees that all Orders submitted using
      such passcodes are valid and binding Orders authorized by Axtel. Airspan
      shall have no liability to Axtel due to Axtel’s failure to access Axtel’s
      or Airspan’s electronic commerce website or errors or failures relating to
      its operation.
  **3.
Delivery
Terms**
  **3.1**
    Airspan
      shall Deliver Products, for which an Order has been accepted by Airspan in
      accordance with section 2, in accordance with the timing set forth in
      **Annex “J”** of this Agreement. The delivery times shall
      commence after Order acceptance as specified in Section 2.3 of this
      Agreement, provided that Axtel shall establish in the Order the applicable
      delivery time for the Products ordered thereunder in compliance with the
      times set forth in **Annex “J”** of this Agreement, on the
      understanding that the parties may by mutual agreement establish in such
      Orders longer delivery times.**3.1.1**
    Airspan
      shall Deliver the Products at the applicable Airspan’ factory, except for
      RSS equipment, which shall be delivered pursuant the terms set forth
      herein below.**3.2**
    **RSS
      Delivery Location:** RSS shall be delivered at the Airspan
      Logistics Operating Center for North America (currently Laredo, Texas),
      subject to section 3.3 below.**3.3**
    **Virtual
      Export Import Process.** The Parties will make commercially
      reasonable efforts to perform a Virtual Export-Import Process whereby the
      RSS equipment will be delivered at the current RSS manufacturing site
      (Solectron Guadalajara) at the same prices set forth in this Agreement.
  Page
5
 Purchase
and License Agreement for FWA Equipment
 **3.4**
    In
      the event of delay, exclusively attributable to Airspan, in delivering the
      Products (except for the **Excess Products**) as per
      the applicable delivery times set forth in **Annex “J”** of
      this Agreement and in lieu of any other damages arising from such delay,
      Airspan shall pay Axtel, one percent (1.0%) of the price of the Products
      not delivered of the relevant Order per each day of delay, up to a maximum
      of fourteen percent (14%) of the price of such Products not delivered. The
      Parties mutually acknowledge that the aforesaid damage amounts are
      reasonable in light of the anticipated actual harm which might be caused
      by any delay or failure in Delivery of the Products and the difficulty of
      ascertaining damages. Instructions given by Axtel to Airspan to correct
      faulty work or to repair or replace Products shall not constitute a waiver
      of the damages set forth herein.**3.4.1**
    In
      the event of delay of more than four (4) weeks, exclusively attributable
      to Airspan, in delivering the **Excess Products** as per the
      applicable delivery times set forth in **Annex “J”** of this
      Agreement and in lieu of any other damages arising from such delay,
      Airspan shall pay Axtel, one percent (1.0%) of the price of the any Excess
      Products not delivered of the relevant Order per each day of delay (after
      such four (4) weeks period), up to a maximum of fourteen percent (14%) of
      the price of such Excess Products not delivered. The Parties mutually
      acknowledge that the aforesaid damage amounts are reasonable in light of
      the anticipated actual harm which might be caused by any delay or failure
      in Delivery of the Products and the difficulty of ascertaining damages.
      Instructions given by Axtel to Airspan to correct faulty work or to repair
      or replace Products shall not constitute a waiver of the damages set forth
      herein.**3.5**
    If
      any RBS FWA Product scheduled for delivery in year 2004, Airspan no
      delivers it to Axtel in such year 2004, Airspan hereby agrees to provide
      such RBS FWA Product to Axtel free of any charge and will reimburse Axtel
      of any amount paid in advance for such Product.


**4.
Licensed Use of Software**





**4.1**
    Airspan
      grants Axtel a nonexclusive and perpetual (subject to Airspan termination
      rights set forth in section 4.5 below) license to use a copy of the
      Software with the Products to the extent of the activation or authorized
      usage level.**4.2**
    To
      the extent Software is furnished for use with designated Products or
      Axtel-furnished equipment (“CFE”), Axtel is granted a nonexclusive and
      perpetual (subject to Airspan termination rights set forth in section 4.5
      below) license to use the Software only on such Products or CFE, as
      applicable.**4.3**
    Software
      contains trade secrets and Axtel agrees to treat Software as Information
      (as defined in Section 10). Axtel will ensure that anyone who uses the
      Software does so only in compliance with the terms of this Agreement.**4.4**
    Axtel
      shall not: (a) use, copy, modify, transfer or distribute the Software
      except as expressly authorized, provided, however, that, Axtel is hereby
      authorized to generate new Software Scripts or modify the existing ones;
      and provided, further, that Airspan shall not be obligated to
      support such modified Software Scripts, nor shall it be responsible for
      any performance issues resulting from such modified Software Scripts; (b)
      reverse assemble, reverse compile, reverse engineer or otherwise translate
      the Software; (c) create derivative works or modifications unless
      expressly authorized; or (d) sublicense, rent or lease the Software.
      Licensors of intellectual property to Airspan are beneficiaries of this
      provision.**4.5**
    Upon
      breach of the Software license by Axtel as set forth in this Agreement or
      in the event the designated Product or CFE is no longer in use, this
      license terminates and Axtel will promptly return the Software to Airspan
      or certify its destruction.
  Page
6
 Purchase
and License Agreement for FWA Equipment
 **4.6**
    Airspan
      may audit by remote polling or other reasonable means to determine Axtel’s
      Software activation or usage levels.**4.7**
    With
      respect to Third Party Software, Axtel agrees to abide by the terms
      provided by Airspan with respect to any such software. Axtel further
      agrees that the terms contained in any Airspan or third party “shrink
      wrap” or “click” licenses shall govern the use of such software.**4.8**
    If
      Airspan and Axtel agree that Delivery of Software is to be made
      electronically via File Transfer Protocol, then Delivery of such Software
      by Airspan shall be deemed to have taken place at such time as the
      Software is loaded onto a network server, as designated by Airspan, and
      Axtel has been provided with appropriate instructions and passwords to
      enable Axtel to begin use of such Software. Notwithstanding the foregoing,
      the Parties shall comply with all regulations applicable to importation of
      Software pursuant to applicable law.**4.9**
    Axtel
      is allowed to make copies of the Software, as may be reasonably necessary
      for back up, execution or archival purposes only.
  **5.
**Charges,
Payment and Taxes****
  **5.1**
    The
      contract price for the Products (including Software) and Services is set
      forth in Annex F hereto. Unless otherwise agreed by the Parties in an
      Order, all prices are in U.S. dollars, exclusive of Taxes. All prices are
      applicable solely in Mexico.**5.2**
    In
      accordance with the terms of Annex “E”, within the next five (05)
      business days after the delivery of the Order in accordance with the terms
      set forth in Section 5.3, Airspan shall deliver to Axtel an invoice for
      one hundred percent (100%) of the purchase price of such Order.**5.3**
    Axtel
      shall pay Airspan for all Products and Services in accordance with the
      following payment terms, provided that Airspan has not breached its
      representations, warranties, covenants and undertakings under this
      Agreement:




(i)
    For
      any Product:[*]
    **First
      Payment**, sixteen (16) weeks before the Delivery of the Products,
      or such shorter interval if Airspan has accepted an Order under section
      2.3.2 having a shorter interval between acceptance and Delivery;[*]
    **Second
      Payment**, upon Delivery of the Product(s).(ii)
    For
      any Services:[*]
    upon
      acceptance of the Order by Airspan,and
    the
      remainder in equal monthly installments on the last business day of each
      month during the period in which the services are performed.


**5.4**
    Payment
      of the second installment mentioned in Section 5.3 (i) above, shall be
      made by Axtel twenty (20) days after Delivery Date of Basestations, and
      ten (10) days for RSS equipment (as defined in Annex E of this Agreement)
      of the Products;providedthat Axtel may notify Airspan in writing within such 20-day or 10-day
      period, as the case may be, if some or all of the Products delivered are
      not in compliance with the terms of the Order (the**“Non-Compliant
      Products”**),
      in which case Airspan shall take, within thirty days of the date of
      Axtel’s notice, corrective action to resolve such Non-Compliant Products.
      Axtel shall not be obligated to pay the purchase price of the
      Non-Compliant Products until Airspan corrects such non-compliance,provided,however,
      that prior to such resolution Airspan shall issue a revised invoice
      relating to the portion of Products received by Axtel that is in
      compliance with the terms of the Order. Partial shipments shall be allowed
      under this Agreement pursuant the terms set forth in Annex “J” of this
      Agreement. For the avoidance of doubt, the Parties agree that the purchase
      price of the compliant Products shall be paid by Axtel as provided in this
      Section 5.4.
  Page
7
 Purchase
and License Agreement for FWA Equipment
 **5.5**
    The
      Parties hereby agree that any payments to be made under this Agreement
      shall be made when due by wire transfer (electronic or telegraphic) or by
      any other form of payment, in immediately available funds, to Airspan’s
      bank account, as follows:




Bank:
    Lloyds
      Bank,
      32
      Commercial Way,
      Woking,
      Surrey
      GU21 1ER,
      EnglandSort
      Code:
    [*]Account
      Name:
    Airspan
      Communications LimitedAccount
      No:
    [*]Further
      Instructions
    Reference
      AxtelP.O.
      No. _______,
      Payment
      of Invoice No. ____________.


.


**5.6**
    With
      respect to Services, amounts are due upon receipt of invoice and shall be
      paid by Axtel within thirty (30) days of the invoice date.**5.7**
    Axtel
      shall pay interest on any late payments at the rate of twelve (12%)
      percent per annum.**5.8**
    Charges
      for Software may be based on extent of use authorized as specified in this
      Agreement. Axtel agrees to pay the charges applicable for any activation
      or usage beyond the authorized level.**5.9**
    Axtel
      is liable and responsible for any Taxes relating to the purchase and
      importation of the Products or Services furnished by Airspan or its
      subcontractors pursuant to this Agreement (whether incurred directly or
      indirectly by Airspan) and shall, at Airspan’ direction, promptly pay to
      Airspan or pay directly to the applicable government or taxing authority,
      if requested by Airspan, all such Taxes; provided, however, that in no
      event shall Axtel be liable for Taxes computed upon the income or gross
      revenues of Airspan or its subcontractors.**5.10**
    Axtel
      shall be responsible for payment of personal property taxes for Products
      and materials from the date of shipment by Airspan. Axtel’s obligations
      pursuant to this Section shall survive any termination of this Agreement.**5.11**
    Axtel
      shall, within thirty (30) days of the tax payment on behalf of Airspan,
      furnish to Airspan all original tax receipts or certified copies in
      Airspan’ name showing payment of the Tax and such other documentation
      relating to the tax payment which Airspan may reasonably request.**5.12**
    If
      Axtel shall claim to be exempt from any Taxes, Axtel shall furnish to
      Airspan a tax exemption certificate from the relevant taxing authority in
      the form required by law or otherwise reasonably acceptable to Airspan. If
      Axtel shall claim any such tax exemption and provides Airspan the required
      tax exemption certificate and Airspan does not collect the Taxes in
      reliance thereupon, Axtel shall hold Airspan harmless from and against any
      and all assessments for such Taxes levied on Airspan, including all
      interest, penalties and late charges upon any such Taxes and the cost of
      professional consulting fees incurred by Airspan to settle the applicable
      tax matter with the relevant tax
authorities.
  Page
8
 Purchase
and License Agreement for FWA Equipment
 **5.13**
    If
      withholding of any Tax is required in respect of any payment by Axtel to
      Airspan hereunder, Axtel shall: (i) withhold the appropriate amount from
      such payment, (ii) pay such amount to the relevant authorities in
      accordance with applicable law, and (iii) pay Airspan an additional amount
      such that the net amount received by Airspan is the amount Airspan would
      have received in the absence of such withholding.**5.14**
    Axtel
      shall pay all applicable customs fees, import duties, and similar charges
      directly to the appropriate governmental authorities. Each party agrees to
      ensure that it is in good standing and is appropriately registered,
      including without limitation, with respect to Taxes, in any country, state
      or other jurisdiction where legally required.**5.15**
    Airspan
      reserves the right to import services or subcontractors when and where
      necessary to complete services related to this Agreement. To the extent
      the Local Airspan Affiliate must import services or subcontractors in
      support of this Agreement, Airspan reserves the right to have the Local
      Airspan Affiliate invoice Axtel an additional amount such that the cost of
      the withholding taxes for such imported Services are borne by Axtel.**5.16**
    Axtel
      consents without qualification to the sale and/or assignment of
      receivables, in whole or in part, including all or any part of any
      associated rights, remedies, and obligations, by Airspan subject to a
      30-day prior written notice, and authorizes the disclosure of this
      Agreement as necessary to facilitate such sale. Any tax impact to Axtel
      resulting from such sale and/or assignment shall be borne by
      Airspan.**5.17**
    Intentionally
      Left in Blank.**5.18**
    Intentionally
      Left in Blank.**5.19**
    Airspan
      reserves the right to reject an Order at Airspan’ sole discretion, or to
      withhold shipment of Products or performance of Services, or any portion
      thereof, if: (i) Axtel is in default of its payment obligations hereunder,
      (ii) Axtel is in breach of its obligations under this Agreement, or (iii)
      Axtel falls under any of the situations described in Sections 16.1 (i)
      through (v) hereof, and all relevant dates for completion shall be
      adjusted accordingly.**5.20**
    Intentionally
      Left in Blank.**5.21**
    The
      Minimum Purchase Commitment is set fort in Section 23 and in Annex
      K.**5.22**
    Axtel
      has the right to engage a third party financial institution to provide
      financing for the Products and/or Services supplied by Airspan under this
      Agreement (provided that Axtel is in compliance with the financial
      covenants set forth in the Airspan Finance Agreement), in which case such
      third party financial institution may purchase Products and Services as
      required by Axtel and may make the payments as provided under this
      Agreement; provided, however, that Axtel shall continue to be
      obligated to comply with all its obligations hereunder or with respect to
      the Product and/or Services sold by Airspan to that third party.


****


**6.
Warranty**




**6.1**
    Airspan
      warrants that the Products (except for the Software) described in
      **Annex “C”** will be new, unused when delivered and, subject
      to the provisions of this Section and to the terms and conditions set
      forth in **Annex “G”** of this Agreement.**6.1.1**
    **Airspan**
      warrants that the Software described in **Annex “C”**, will
      be subject to the provisions of this Section and to the terms and
      conditions set forth in **Annex “G”** of this
      Agreement.
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 Purchase
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 **6.2**
    Airspan
      warrants that the Products will be free from defects in materials and
      workmanship and will function substantially in accordance with the
      applicable technical Specifications during the warranty period of twelve
      (12) months from the respective Delivery Date pursuant the terms set forth
      in **Annex “G”** of this Agreement.**6.3**
    Airspan
      warrants that the Services will be performed in a professional and
      workmanlike manner and will be subject to the terms set forth in
      **Annex “G”** of this Agreement.**6.4**
    THESE
      WARRANTIES AND LIMITATIONS ARE AXTEL’S EXCLUSIVE WARRANTIES AND SOLE
      REMEDIES, AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR
      IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR
      CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.**6.5**
    **Single
      Product RSS Equipment.****6.5.1**
    Airspan
      will develop and manufacture a new single unit of RSS equipment (the
      **“New FWA RSS F6 Unit”**), and Airspan commits to
      supply the New FWA RSS F6 Unit to Axtel from April 1st, 2005 (the
      **“New Product Commercial Launch”**).**6.5.2**
    The
      New FWA RSS F6 Unit shall have at least the same form, function and fit of
      both of the current RSS Equipment (jointly F2 and F5 RSS equipment), in
      accordance with the technical specifications set forth in **Annex
      “D”** of this Agreement.**6.5.3**
    The
      price of the New FWA RSS F6 Unit is set forth in the **Annex
      “F”** of this Agreement.**6.5.4**
    Airspan
      will provide a number of fifteen (15) New FWA RSS F6 Units to Axtel by
      January 30th 2005 in order for Axtel to perform and have completed no
      later than March 15th 2005 a first market application of the New FWA RSS
      F6 Unit before the New Product Commercial Launch (the **“First
      Market Application”**). The New FWA RSS F6 Unit shall pass
      successfully the First Market Application made by Axtel pursuant the
      acceptance procedure set forth in Annex “H” of this Agreement. If Axtel
      considers it necessary, Axtel will have the right to request Airspan to
      assist Axtel in a verification office of the New FWA RSS F6 Unit. Airspan
      will provide a quote for this service under this Agreement at reasonable
      costs and prices.**6.5.5**
    Airspan
      shall sell and deliver to Axtel the current F5 RSS Kit (excluding the RDA)
      instead of such New FWA RSS F6 Unit, at the prices of the New FWA RSS F6
      Unit set forth in Annex “F” of this Agreement, if any of the following
      events occur:
 
 (a)
    If
      the New FWA RSS F6 Unit is not available for Delivery after the New
      Product Commercial Launch in accordance with the Specification set forth
      in this Agreement; or(b)
    If
      the New FWA RSS F6 Unit does not satisfactorily pass the First Market
      Application performed by Axtel in accordance with the test protocol set
      forth in Annex “H” of this Agreement;The
      foregoing, until such time as:
  (a)
    the
      New FWA RSS F6 Units has satisfactorily complied with the First Market
      Application; and(b)
    the
      New FWA RSS F6 Unit is delivered by Airspan pursuant the Specifications
      set forth in this Agreement.
  (c)
    If
      through no fault of Airspan, Axtel is unable to complete the First Market
      Application by March 15th 2005, Airspan shall sell and deliver to Axtel
      the current F5 and F2 RSS kits instead of the New RSS Unit, at the prices
      of such Products set forth in **Annex “F”** until such time
      as the First Market Application is completed by
Axtel.
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 Purchase
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 **6.6**
    As
      far as both parties are aware the Products comply with all and any
      governmental regulations applicable to such Products at the Effective Date
      (such as “Normas Oficiales Mexicanas”). Airspan will make its best efforts
      to comply with future regulations, provided that, the Parties shall
      previously agree the form to cover the expenses arising from the new
      requirements established by Mexican governmental regulations, provided
      that, if for any reason, Airspan is not willing to perform the necessary
      changes to the Products in order to comply with such governmental
      regulations, Axtel will not be obligated to comply with its purchase
      commitment set forth in Section 23_ and Annex “K” of this Agreement.**6.7**
    Intentionally
      Left in Blank.**6.8**
    **Warranty
      Services:** During the warranty period, Airspan provides warranty
      Services without charge for Products supplied under this Agreement to
      correct Products defects or to bring it up to conformance with the
      Specifications set forth in this Agreement. Warranty Services to be
      provided by Airspan are further described in **Annex “G”**
      hereof.**6.9**
    Axtel
      shall notify Airspan prior to returning any Product and must reference a
      return material authorization number issued by Airspan on documentation
      accompanying such returned Product. When Axtel is required to return
      Products to Airspan for warranty service, Axtel agrees to ship it prepaid
      and suitably packaged to a location Airspan designates. Airspan will
      return the Product to Axtel at Airspan’ expense. Airspan is responsible
      for loss of, or damage to, Products while they are: (i) in Airspan’
      possession, or (ii) in transit back to Axtel. Any exchanged Product
      becomes Airspan’ property and, subject to Section 8 - Title and Risk of
      Loss, its replacement becomes the Axtel’s property. The replacement
      Product may not be new but will be in working order and equivalent to the
      item exchanged. The warranty period for the repaired or exchanged Product
      shall be the greater of one hundred and eighty (180) days from the date of
      delivery of the Product back to Axtel, or the remaining Product warranty
      period. Axtel agrees to ensure that exchanged Product is free of any legal
      obligations or restrictions that prevent its exchange and represents that
      all returned items are genuine and unaltered.**6.10**
    Where
      applicable, before Airspan provides warranty services, Axtel agrees to:
      (i) follow the problem determination, problem analysis, and warranty
      services request procedures that Airspan provides; (ii) secure all program
      and data contained in Product; and (iii) inform Airspan of changes in the
      Product’s location.**6.11**
    Airspan
      covenants that Support Services, and Functionality of the Products or
      equivalent replacement, including Spare Parts, shall be available to Axtel
      for a period of 7 years from the Effective Date. Notwithstanding the
      foregoing, Airspan shall give Axtel twelve (12) months prior written
      notice in the event that Airspan discontinues the supply of any Products
      or Software sold hereunder. For such discontinued Product and Software,
      Airspan undertakes to continue providing spare parts and technical
      support, including repair of any Products (or part thereof) which are sent
      to Airspan for that purpose, for a period of five (5) years after such
      discontinuance. In case Airspan discontinues the supply of any Product or
      Software sold hereunder during the first two (2) years of the Term,
      Airspan shall make an equivalent Product available to Axtel under the
      terms of Section 14.1 of the Agreement.**6.12**
    Post-warranty
      and other Services to supplement the warranty Services, including advanced
      shipment of replacement parts, may be available at prices and policies to
      be negotiated in good faith and agreed between the Parties. The warranty
      service terms and exclusions in Section 6 above shall apply to post- and
      supplemental warranty Services.
 ****
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 Purchase
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 **7.**  **Services**
 **7.1**
    **Services
      in General:** Axtel agrees to reasonably cooperate with Airspan in
      the performance by Airspan of the Services, including, without limitation,
      providing Airspan with sufficient and timely access free of charge to
      facilities, data, information and personnel of Axtel in accordance with
      the then-current Axtel policies, and a suitable physical environment
      meeting Airspan’ specified requirements to permit the timely delivery and
      installation of Products and/or performance of Services, including the
      recovery by Airspan of any tools, diagnostic or test equipment,
      documentation or other items used by Airspan in the performance of the
      Services.**7.2**
    In
      addition, Axtel shall be responsible for the accuracy and completeness of
      all data and information that it provides or causes to be provided to
      Airspan. In the event that there are any delays by Axtel in fulfilling its
      responsibilities as stated above, there is a disagreement between the
      parties as to the cooperation required from Axtel, or there are errors or
      inaccuracies in the information provided, Airspan shall be entitled to
      appropriate schedule and pricing adjustments, including storage fees. It
      is understood and agreed that the Services provided by Airspan may include
      the advice and recommendations of Airspan, but all decisions in connection
      with the implementation of such advice and recommendations shall be the
      sole responsibility of, and made by, Axtel, unless such advice and
      recommendations are part of consulting services purchased by Axtel.**7.3**
    **Service
      Personnel:** Airspan and Axtel are each responsible for the
      supervision, direction, compensation and control of their own employees
      and subcontractors. Airspan may subcontract any portion or all of the
      Services to subcontractors selected by Airspan. Neither Party shall
      knowingly solicit to hire employees of the other Party with whom it had
      contact as a result of the performance of the Services for a period ending
      twelve (12) months after completion of the Services. Neither Party shall
      be precluded from conducting generalized searches for employees (and
      hiring those employees who respond to generalized searches) either through
      the use of search firms or advertisements in the media, provided that
      searches are not specifically targeted to employees providing
      Services.**7.4**
    **Intellectual
      Property Rights:** Airspan, on behalf of itself and its
      subcontractors, reserves all proprietary rights in and to: (i) all
      methodologies, designs, engineering details, and other data pertaining to
      the Services and designs, documentation and other work product prepared by
      Airspan and delivered to Axtel, (ii) all original works, computer programs
      and updates developed in the course of providing the Services (except
      Axtel’s developed programs) or as otherwise agreed in writing by the
      Parties, (iii) discoveries, inventions, patents, know-how and techniques
      arising out of the Services, and (iv) any and all products (including
      software and equipment) developed as a result of the Services. The
      performance by Airspan of Services shall not be deemed work for hire.
      Airspan grants to Axtel a perpetual, non-exclusive, world-wide, paid up
      license to use, copy and modify the designs, documentation and other work
      product prepared by Airspan and delivered to Axtel in the performance of
      Services solely for Axtel’s internal business purposes. It is understood
      between the Parties that Airspan will employ its know-how, techniques,
      concepts, experience and expertise, as well as all other intellectual
      property, including that to which it reserves its rights hereunder, to
      perform services for others which are the same as or similar to the
      Services.
 
 **8.
Title and Risk of Loss**
 
 **8.1**
    Title
      and risk of loss for ordered Product (except for the Software) shall pass
      from Airspan to Axtel upon its Delivery to
Axtel.
 
 **9.
Installation and Commissioning**
 
 **9.1**
    Axtel
      shall perform all installation, commissioning and software loading
      services with respect to the FWA Products, using skilled personnel and in
      accordance with the Airspan Procedures, with the exception of REM software
      upgrades, which shall be installed by Airspan pursuant to the FWA TASS
      Agreement.
 
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 Purchase
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 **10.**  **Confidential
Information**
 
 **10.1**
    Confidential
      information (**“Information”**) means: (i) Software
      and Third Party Software; and (ii) all business, technical, marketing and
      financial information and data that is clearly marked with a restrictive
      legend of the disclosing party
      (**“Discloser”**).**10.2**
    The
      party receiving Information (“Recipient”) will use the same care and
      discretion to avoid disclosure, publication or dissemination of
      Information as it uses with its own similar information that it does not
      wish to disclose, publish or disseminate. The Recipient may disclose
      Information only to: (i) its employees and employees of its parent,
      subsidiary affiliated companies or subcontractors who have a need to know
      for purposes of carrying out this Agreement; and (ii) any other party with
      the Discloser’s prior written consent. Before disclosure to any of the
      above parties, the Recipient will have a written agreement with such party
      sufficient to require that party to treat Information in accordance with
      this Agreement.**10.3**
    The
      Recipient may disclose Information to the extent required by law. However,
      the Recipient must give the Discloser prompt notice and make a reasonable
      effort to obtain a protective order.**10.4**
    No
      obligation of confidentiality applies to any Information that the
      Recipient: (i) already possesses without obligation of confidentiality;
      (ii) develops independently; or (iii) rightfully receives without
      obligations of confidentiality from a third party. No obligation of
      confidentiality applies to any Information that is, or becomes, publicly
      available without breach of this Agreement.**10.5**
    Each
      party’s obligations hereunder shall survive for a period of five (5) years
      after receipt of Information hereunder from the Discloser, except as
      otherwise mutually agreed upon by the parties.**10.6**
    THE
      DISCLOSER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY NATURE WHATSOEVER
      WITH RESPECT TO ANY INFORMATION FURNISHED TO THE RECIPIENT, INCLUDING,
      WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
      PARTICULAR PURPOSE OR AGAINST INFRINGEMENT, EXCEPT FOR THOSE SET FORTH IN
      SECTION 6 HEREOF.**10.7**
    The
      release of any advertising or other publicity relating to this Agreement
      requires the prior approval of both Parties.
 
 **11.
Patents and Copyrights**
 
 **11.1**
    Airspan
      shall indemnify and hold harmless Axtel, its officers, directors,
      representatives, agents, employees, contractors, subcontractors,
      subsidiaries and affiliates against any actual direct loss, damage,
      liability, cost, expense, action or claim, including reasonable attorneys’
      fees, litigation costs and expenses and amounts paid in settlement,
      subject to the limitations set forth in the following paragraphs, arising
      out of or in connection with any infringement or alleged infringement of
      patents, copyrights, trademarks, trade secrets, or any other intellectual
      property right of a third party.Therefore,
      if a third party claims that a Product or Software provided to Axtel under
      this Agreement infringes such third party’s patent or copyright, Airspan
      will defend Axtel against that claim at Airspan’ expense and pay all costs
      and damages that a court finally awards or are agreed in settlement,
      provided that Axtel:
  Page
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 Purchase
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 (a)
      promptly notifies Airspan in writing of the claim, and(b)
      allows Airspan to control, and cooperates with Airspan at Airspan’ expense
      in, the defense and any related settlement negotiations. If such a claim
      is made or appears likely to be made,Airspan
      agrees to secure the right for Axtel to continue to use the Product or
      Software, or to modify it, or to replace it with equivalent Product or
      Software. If Airspan determines that none of these options is reasonably
      available, Axtel agrees to return the Product or Software to Airspan on
      Airspan’ written request. Airspan will then reimburse to Axtel an amount
      of money equal to the purchase price paid by Axtel for the Product or
      Software.Any
      such claims against Axtel or liability for infringement arising from use
      of the Product or Software following a request for return by Airspan are
      the sole responsibility of Axtel. This represents Axtel’s sole and
      exclusive remedy regarding any claim of infringement.**11.2**
    Airspan
      has no obligation regarding any claim based on any of the following:
 
 (a)
    anything
      Axtel provides which is incorporated into the Product or Software; except
      for such equipment that has been accepted by Airspan in the Specifications
      set forth in this Agreement(b)
    compliance
      by Airspan with Axtel’s specifications, designs or instructions; except
      for those set forth in the Specifications set forth in this
      Agreement;(c)
    any
      claim by Axtel to Airspan regarding the amount of revenues or profits
      earned or other value obtained by the use of a Product by Axtel;(d)
    Axtel’s
      modification of Product or Software (subject to Section 4.4(a) hereof);(e)
    the
      combination, operation, or use of Product or Software with other products
      not provided by Airspan as a system, or the combination, operation, or use
      of Product or Software with any product, data, or apparatus that Airspan
      did not provide;(f)
    the
      Axtel’s failure to install or have installed changes, revisions or updates
      as instructed by Airspan; or(g)
    infringement
      by a Third Party Vendor Item alone, as opposed to its combination with
      Products Airspan provides to Axtel as a
system.
 
 **12.
Limitation of Liability**
 
 **12.1**
    In
      no event shall Airspan or its agents or suppliers be liable to Axtel for
      more than the amount of any actual direct damages up to the greater of
      U.S. $100,000 (or equivalent in local currency) or the charges for the
      Product or Services that are the subject of the claim, regardless of the
      cause and whether arising in contract, tort or otherwise. This limitation
      will not apply to claims for damages for bodily injury (including death)
      and damage to real property and tangible personal property for which
      Airspan is legally liable and payments as set forth in Section 11 -
      Patents and Copyrights.**12.2**
    IN
      NO EVENT SHALL AIRSPAN OR ITS AGENTS OR SUPPLIERS BE LIABLE FOR ANY OF THE
      FOLLOWING: I) DAMAGES BASED ON ANY THIRD PARTY CLAIM, EXCEPT AS EXPRESSLY
      PROVIDED FOR HEREIN; II) LOSS OF, OR DAMAGE TO, AXTEL’S RECORDS, FILES OR
      DATA; OR III) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL
      DAMAGES (INCLUDING LOST PROFITS OR LOST SAVINGS), EVEN IF AIRSPAN IS
      INFORMED OF THEIR POSSIBILITY.
 
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 Purchase
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 **13.
Concessions**
 
 **13.1**
    Axtel
      hereby warrants and represents that it and its affiliates in Mexico have
      obtained the Concessions which will permit each of them to legally operate
      all or a portion of the Products in Mexico. The Parties agree that Airspan
      shall not deliver or install any Products, perform any Services or accept
      any Orders hereunder unless Axtel or its affiliates (if applicable) have
      been granted a Concession in Mexico for the use of such Products.
 
 **14** . **Changes
or Substitution of Products**
 
 **14.1**
    At
      any time, Airspan may implement changes to the Products, modify the
      Products’ designs and Specifications or substitute the Products with ones
      of similar or more recent design. The Parties shall mutually agree on the
      Price of such changed or substituted Products. Such a change to or
      substitution of the Products provided under this Agreement shall be
      subject to the following requirements: (i) shall not adversely affect the
      physical or functional interchangeability or the performance
      Specifications of the Products, except as otherwise agreed in writing by
      Axtel; (ii) the price for equivalent performance shall be the same or
      lower than the price agreed hereunder, except as otherwise agreed in
      writing by Axtel; (iii) any change or substitution of the Products shall
      be functionally equivalent and compatible with the changed or substituted
      Product, without the need for any other adaptations; and (iv) shall under
      no circumstances either reduce or decrease Airspan’ warranty obligations
      set forth in this Agreement.
 
 **15.
Delayed Shipment of the Products or the Performance of the
Services**
 
 **15.1**
    If
      Axtel notifies Airspan less than thirty (30) days prior to the scheduled
      delivery date of the Products (or if the Products have been manufactured
      per the agreed upon schedule) that Axtel does not wish to take delivery
      thereof at the scheduled time or that a site is not available to receive
      such Products, or if Axtel fails to take delivery of such Products upon
      their arrival at the applicable site, Airspan shall have the right to
      place the Products in storage and Axtel shall bear all costs of demurrage,
      restocking, warehousing, reloading, transporting, off-loading, and other
      associated costs incurred by Airspan. All such costs shall be paid in full
      within thirty (30) days of Axtel’s receipt of Airspan’ commercial invoice
      therefor.**15.2**
    If
      Axtel notifies Airspan less than thirty (30) days prior to the scheduled
      performance date of the Services that Axtel does not wish Airspan to
      perform such Services at the scheduled time or that the Site is not
      available for the performance of such Services, Airspan shall have the
      right to delay the performance of the Services and Axtel shall bear all
      associated and documented out of pocket travel and expense costs incurred
      by Airspan. All such costs shall be paid in full within thirty (30) days
      of Axtel’s receipt of Airspan’ commercial invoice therefor.**15.3**
    Site
      facilities and physical specifications of equipment (including shelters,
      fiber cabling, power, etc.) provided by Axtel for use with the Products
      sold hereunder must meet Airspan’ installation and environmental
      Specifications. Any testing required to verify the condition of Site
      facilities and any required upgrades will be at Axtel’s expense.
 
 **16.**  **Termination;
Survival**
 
 **16.1**
    Without
      prejudice to any rights and remedies provided for hereunder, either Party
      hereto may terminate at its option, this Agreement or the relevant Orders
      as provided below, effective immediately, upon written notice to any other
      Party, upon the occurrence of any of the following events or conditions
      (each, an **“Event of Default”**):
 
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 Purchase
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 (i)
    the
      other Party applies for or consents to the appointment of, or the taking
      of possession by a receiver, custodian, trustee or liquidator of itself or
      of all or a substantial part of its property,(ii)
    the
      other Party makes a general assignment for the benefit of its creditors,(iii)
    the
      other Party commences a voluntary proceeding under the bankruptcy,
      insolvency or similar laws relating to relief from creditors generally,(iv)
    the
      other Party fails to contest in a timely or appropriate manner, or
      acquiesces in writing to, any petition filed against it in an involuntary
      proceeding under the bankruptcy, insolvency or similar laws relating to
      relief from creditors generally, or any application for the appointment of
      a receiver, custodian, trustee, or liquidator of itself or of all or a
      substantial part of its property or its liquidation, reorganization,
      dissolution or winding-up, or(v)
    the
      other Party materially fails to perform any term or condition under this
      Agreement or any of its Annexes, which failure continues for a period of
      thirty (30) days after written notice has been given to the breaching
      Party;(vi)
    if
      Axtel becomes entitled to the maximum liquidated damages with respect to
      the delivery of Products under any Order pursuant to Sections 3.4 and
      3.4.1 above.
  With
      respect to the Events of Default indicated in sections (v) and (vi) above,
      the affected Party will have the right, at its election, to terminate this
      Agreement (together with any pending Order) or only the relevant
      Order(s).
 
 
 **16.2**
    The
      respective obligations of each Party pursuant to Sections 1, 4, 5, 6, 7,
      10, 11, 12, 16 and 18 hereof, and any other obligations of each Party
      pursuant to this Agreement that by their nature would continue beyond the
      termination, cancellation, or expiration hereof, shall survive such
      termination, cancellation, or expiration.; provided, however, that
      if Axtel fails to make payment in accordance with the terms and conditions
      hereof (subject to the cure period provided in Section 16.1 above), the
      Parties expressly agree that the following Sections hereof shall not
      survive such termination, cancellation, or expiration: Sections 6 and 7
      only with respect to the Products that were not paid in full by Axtel; and
      provided, further, that Section 4 hereof shall survive such
      termination, cancellation, or expiration only to the extent that Axtel is
      not in default of the payment of the applicable Software license fees, if
      any.
 
 **17.
Airspan Procedures, Manuals and Documentation**
 
 **17.1**
    **“Airspan
      Procedures”** will consist of documents which describe in detail
      the engineering, installation, commissioning, maintenance, troubleshooting
      and operation of Product(s). The Airspan Procedures shall be provided in
      the English language. Airspan shall provide the Airspan Procedures in
      Spanish if so published. Airspan shall ship electronic documentation
      containing the applicable Airspan Procedures to Axtel with the initial
      delivery of a system release to Axtel. During the Term, Airspan shall, at
      no additional charge to Axtel, deliver to Axtel, one set of electronic
      files with updates, revisions and/or corrections of such Airspan
      Procedures as they become available. Axtel may order additional copies of
      the Airspan Procedures at Airspan’s then applicable prices. Axtel may use
      and reproduce the Airspan Procedures in paper format for the purposes of
      engineering, installing, commissioning, maintaining, troubleshooting and
      operating the Products, subject to the limitations regarding Information
      set forth in Section 10. Reproduction shall include the copyright or
      similar proprietary notices. Axtel is responsible for ensuring proper
      versions of the Airspan Procedures are printed and
      distributed.
 
 **18.
General**
 
 **18.1**
    Axtel
      agrees that it will not export Products procured hereunder from Mexico
      without Airspan's prior written consent. Airspan reserves the right to
      assign any portion of an Order accepted under this Agreement, in whole or
      in part, provided that such assignment shall be in compliance with the
      provisions of Section 20 below if such assignment falls under the
      situation provided for in Section 20 of this Agreement...
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 Purchase
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 **18.2**
    Axtel
      agrees to comply with all laws applicable to it, including all applicable
      export and import laws and regulations. In the event that any provision of
      this Agreement or portions thereof are held to be invalid or
      unenforceable, the remainder of this Agreement will remain in full force
      and effect.**18.3**
    The
      terms and conditions of this Agreement, and its Annexes, form the complete
      and exclusive agreement between Axtel and Airspan and replace any prior
      oral or written communications and agreements regarding the subject matter
      thereof.**18.4**
    Any
      changes to this Agreement must be made by mutual agreement in writing.**18.5**
    The
      laws of the State of New York, United States of America govern this
      Agreement, exclusive of its conflict of laws provisions; and nothing in
      this Agreement affects any statutory rights of consumers that cannot be
      waived or limited by contract. The United Nations Convention on the
      International Sale of Goods shall not apply.**18.6**
    If,
      within thirty (30) days from the date of any notice of dispute from a
      Party to any other Party, such Parties are unable to resolve the issue,
      then either Party may initiate the binding arbitration to resolve such
      dispute by written notice to such other Party upon expiration of such
      thirty (30) day period. Any dispute between the Parties arising in
      connection with this Agreement shall be exclusively resolved by
      arbitration pursuant to the Rules of Conciliation and Arbitration
      of the International Chamber of Commerce then in force. The arbitration
      proceedings pursuant to this Section 18(c) shall take place in the English
      language in the City of Miami, State of Florida, before a panel of three
      (3) arbitrators appointed in accordance with the aforementioned rules. The
      decision of the arbitrators shall be final and binding upon the Parties
      and their respective successors and assigns. The decision and award
      rendered by the arbitrators may be entered in any court of competent
      jurisdiction and any such court may order the enforcement of such award
      against the Parties and their respective successors and
      assigns.**18.7**
    EACH
      PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
      PROCEEDING ARISING OUT OF, OR RELATING TO, THIS AGREEMENT OR THE
      TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING ANY ORDER ISSUED AND ACCEPTED
      HEREUNDER.**18.8**
    Notwithstanding
      anything in this Agreement to the contrary, if the supply of the Products
      or the performance of the Services by Airspan, or any portion thereof, or
      the performance of any other obligation hereunder by any party is
      prevented, delayed, interfered with, or interrupted by reason of a Force
      Majeure Event, such prevention, delay, interference, or interruption shall
      be deemed not to be a default pursuant to this Agreement and the time or
      times for such performance or supply hereunder shall be extended by the
      period or periods same is so prevented, delayed, interfered with, or
      interrupted. The foregoing shall apply even though any such cause exists
      or is foreseeable as of the date hereof. Neither Party shall be required
      to change its usual business practices or methods or to assume or incur
      other than its usual costs or expenses in order to mitigate, avoid, or
      eliminate any Force Majeure Event or to reduce the period of any resulting
      delay. Each Party shall notify the other Parties of any delay or failure
      excused by this Section 18.9) and shall specify the revised performance
      date as soon as practicable. Nothing contained in this Section 18.9 shall
      affect any obligation of Axtel to make any payment when due in accordance
      with this Agreement.**18.9**
    All
      notices pursuant to this Agreement will be in writing and deemed given
      when delivered in person, by certified mail or courier service, or by
      facsimile.
 
 Page
17
 Purchase
and License Agreement for FWA Equipment
 Notices
      to Axtel shall be sent to:**Axtel,
      S.A. de C.V.**Boulevard
      Gustavo Diaz Ordaz Km. 3.33 L-1Colonia
      Unidad San PedroSan
      Pedro Garza GarcíaNuevo
      León, MexicoAttention:
      Director de Negociaciones Estratégicaswith
      a copy to the Corporate Counsel.Notices
      to Airspan shall be sent to:**Airspan
      Communications Limited**Cambridge
      HouseOxford
      RoadUxbridgeMiddlesex,
      EnglandUB8
      1UNAttention:
      Vice President & Controllerwith
      a copy to:**Airspan
      Networks Inc**777
      Yamato Road, suite 105Boca
      Raton, FL 33431USAAttention:
      Senior Vice President & Chief Financial
Officer
 **18.10**
    The
      relationship between Airspan and Axtel during the term hereof shall be
      that of vendor and purchaser with respect to the purchase of the Hardware
      and licensor and licensee with respect to license of the Software. A
      Party’s agents, employees, representatives shall under no circumstances be
      deemed employees, agents or representatives of the other Party or its
      affiliates.**18.11**
    All
      work to be performed in connection with this Agreement shall be by
      qualified workers or firms whose employees are not objectionable to the
      trade unions that may be engaged in work on the premises. Airspan shall be
      wholly responsible for all trade union relations in connection to its
      employees and Axtel shall not be liable in any way through delays or
      claims arising through such causes in connection to Airspan
      employees.
 
 **19.
Intentionally Left in Blank.**
 ****
 **20.
Assignment; Right of First Refusal**
 
 **20.1**
    Each
      Party agrees not to assign or otherwise transfer this Agreement or its
      rights under it, or delegate its obligations, without the other Party’s
      prior written consent, and any attempt to do so is void. Notwithstanding
      the foregoing, Airspan may assign or otherwise transfer this Agreement or
      its rights under it, or delegate its obligations, to any of its
      affiliates. Airspan may also assign or otherwise transfer this Agreement
      or its rights under it, or delegate its obligations, to any purchaser of
      the FWA Business without the Axtel’s prior written consent;
      provided that:
 
 Page
18
 Purchase
and License Agreement for FWA Equipment
 (i)
    Airspan
      shall provide to Axtel the soliciting or offering material used in
      connection with any contemplated sale of the FWA Business (the
      **“FWA Information”**) at the same time any such FWA
      Information is provided to any third party potential purchaser (the
      **“Potential Purchasers”**), subject to execution by
      the Parties of a non-disclosure agreement in a form and substance
      reasonably satisfactory to Airspan, but no less restrictive on Axtel than
      the non-disclosure agreement executed with the Potential Purchasers; and
      provided, however, that Airspan may not offer, solicit interest in
      or sell the FWA Business to any company which is a direct competitor of
      Axtel or does not have the necessary resources (human and/or technical),
      at Airspan’ reasonable judgment, to manufacture the Products and/or to
      provide the technical support required by Axtel, including without
      limitation, Teléfonos de México, S.A. de C.V. or any of its affiliates
      (the **“Restricted
      Companies”**);(ii)
    Airspan
      hereby grants to Axtel a right of first refusal (“RFR”) with
      respect to any offer received by Airspan from any third party which
      Airspan proposes to accept (including any revised offers), allowing Axtel
      to purchase the FWA Business on terms not less favorable than such offer,
      subject to Axtel having made, within forty five (45) days after Airspan
      shall have delivered written notice to Axtel of such offer or revised
      offer (the “Vendor’s Notice”), a single deposit for the amount
      equal to five (5) percent of the amount of the third party offer (the
      **“Deposit”**) into an interest bearing escrow
      account. Once Airspan has received the Deposit, Axtel shall have the right
      to perform a due diligence investigation of the FWA Business, and Airspan
      shall be obligated to promptly provide all the information and access that
      Axtel reasonably requires for the evaluation of the FWA Business;
      and(iii)
    in
      the event of any such sale to a purchaser other than Axtel, such new
      vendor shall assume all of Airspan’s obligations under this Agreement.
 
 **20.2**
    If
      Axtel exercises its RFR, Airspan and Axtel shall have ninety (90) days
      from payment of the Deposit to negotiate in good faith and enter into a
      purchase agreement pursuant to which Airspan will sell the FWA Business to
      Axtel, unless a longer period of time is stated in the offer received from
      the Potential Purchaser, in which case such longer period shall prevail
      (the **“Offer Period”**). If the Parties have entered
      into such an agreement by the end of the Offer Period, the Deposit shall
      be credited towards the purchase price of the FWA Business. If the Parties
      have not entered into such an agreement by the end of the Offer Period,
      Axtel shall forfeit in favor of Airspan the Deposit, and Airspan shall
      have the right to sell the FWA Business to any Potential Purchaser other
      than a Restricted Company, subject to the terms and conditions of Section
      20.3 below; provided, however, that if the terms of the proposed
      sale are more favorable to such Potential Purchaser than the best offer
      (from Airspan’ perspective) presented by Axtel to Airspan during the Offer
      Period, then the RFR shall again apply to such sale, but Axtel shall not
      be obligated to provide any additional Deposit.**20.3**
    If
      Axtel shall decline in any instance to exercise its RFR or the Parties
      fail to enter into the purchase agreement as described in Section 20.2,
      Airspan shall have the right for a period of one year from the date of
      such declination or failure, to sell the FWA Business to a Potential
      Purchaser (except if such Potential Purchaser is a Restricted Company)
      without prior notice to Axtel, on terms which are not more beneficial to
      such Potential Purchaser than those set forth in Vendor’s Notice. If the
      foregoing conditions are not met, the RFR shall again apply to such sale;
      provided, however, that the 90-day term provided in Section 20.2
      above shall be reduced to forty five (45) days and Axtel shall not be
      obligated to provide any additional
Deposit.
 ****
 Page
19
 Purchase
and License Agreement for FWA Equipment
 **21.**  **Airspan
Security Instrument.**
 
 **21.1**
    The
      Parties hereby acknowledge that the current Bank Guarantee granted by
      Airspan to Axtel pursuant the Second Amendment No. 2 shall continue to
      remain open until Airspan delivers to Axtel all the Products covered
      currently by such Bank Guarantee (the Orders Guaranteed by Airspan).
      Thereafter, Axtel shall agree to the release and termination of the Bank
      Guarantee. In addition to the foregoing, the Parties hereby agree that, if
      after the Effective Date of this Agreement, Axtel makes new payments in
      the circumstances described in Section 21.2 below, Airspan shall obtain
      and maintain a new Bank Guarantee to cover the respective Excess Exposure
      Amount until such time as aggregate amounts paid fall below the Excess
      Exposure Amount.**21.2**
    The
      Parties hereby acknowledge that, from time to time, Axtel may make
      payments to Airspan under this Agreement such that the aggregate amount of
      those payments for Orders where the related Product has not been delivered
      may at times exceed US$10,000,000.00 (**“Exposure
      Limit”**) in respect of Orders that have not been fully
      delivered (**“Orders Guaranteed by
      Airspan”**).**21.3**
    Intentionally
      Left in Blank.**21.4**
    The
      Parties agree that Airspan will cause to be issued in favor of Axtel, at
      Airspan’s expense, when such Exposure Limit is exceeded, one or more
      irrevocable standby letters of credit or **bank guarantees**
      (together the **“Bank Guarantee”**), issued by
      Airspan’s UK bank at Axtel’s satisfaction, for an aggregate amount
      equivalent to all the amounts paid by Axtel in excess of the Exposure
      Limit (the **“Excess Exposure
    Amount”**).**21.5**
    The
      Parties further agree that the aggregate value of the Bank Guarantee, as
      measured and agreed by the parties at the end of each month, will continue
      to be equal or greater than the likely peak Excess Exposure Amount for the
      following month.**21.6**
    The
      Bank Guarantee will permit Axtel, on or before its expiry date, to draw
      down the portion of the Bank Guarantee applicable to the funds received by
      Airspan as a down payment with respect to the delivery covered by that
      Bank Guarantee, upon the occurrence of any of the following events or
      conditions:
 
 (i)
    Airspan
      applies for or consents to the appointment of, or the taking of possession
      by a receiver, custodian, trustee or liquidator of itself or of all or a
      substantial part of its property,(ii)
    Airspan
      makes a general assignment for the benefit of its
    creditors,(iii)
    Airspan
      commences a voluntary proceeding under the bankruptcy, insolvency or
      similar laws relating to relief from creditors
  generally,(iv)
    Airspan
      fails to contest in a timely or appropriate manner, or acquiesces in
      writing to, any petition filed against it in an involuntary proceeding
      under the bankruptcy, insolvency or similar laws relating to relief from
      creditors generally, or any application for the appointment or a receiver,
      custodian, trustee, or liquidator or itself or of all or a substantial
      part of its property or its liquidation, reorganization, dissolution or
      winding-up.(v)
    Airspan
      fails to deliver Products ordered by Axtel under this Agreement, within a
      period of thirty (30) days after the delivery date applicable for such
      Products, pursuant the terms of this Agreement; provided (i) that after
      fifteen (15) days following the date on which Airspan has failed to make a
      delivery, Axtel has provided written notice to Airspan of such failure,
      and (ii) that the thirty (30) day period shall be extended where the
      failure is caused by Force Majeure Event, by the number of days for which
      the Force Majeure Event is in existence (if the Force Majeure Event
      continue for more than 60 days, Axtel will have the right to cancel the
      respective Order(s) and to collect from the Bank Guarantee all applicable
      payments paid to Airspan by Axtel for such
Product).
 
 Page
20
 Purchase
and License Agreement for FWA Equipment
 **22.**  **Second
Lines Module.**
  
 **22.1**
    Airspan
      hereby sells to Axtel the Second Lines Module of (i) all of the FWA RSS
      Products purchased by Axtel before the Effective Date and (ii) all of the
      FWA RSS Products that will be purchased by Axtel in the future; in
      consideration for the Second Line Module, Axtel hereby agrees to pay
      Airspan the amounts of US$[*] within five (5) days after the date of this
      Agreement, subject to the issuance of the respective Order and the
      delivery of the respective invoice. Axtel will issue the respective Order
      no later than 2 days after the Effective Date of this Agreement; and
      Airspan will issue the invoice no later than 2 days after receipt of the
      Order.**22.2**
    Once
      Axtel has made the payment to Airspan mentioned in Section 22.1, Axtel
      shall have acquired the Second Lines Module of all of the FWA RSS Products
      purchased and to be purchased by Axtel, without being obligated to pay
      Airspan any other additional amount or charge with respect to such use and
      activation of the Second Lines Module of the FWA RSS
    Products.
 
 **23.**  **Purchase
Commitment**
 
 **23.1**
    Axtel
      hereby irrevocably agrees to purchase from Airspan the minimum annual
      amounts of Products as further described in **Annex “K”**
      hereof.
 ****
 **23.**  **Titles
and Subtitles**
 
 **23.1**
    The
      titles and subtitles used in this Agreement are for convenience only and
      are not a part of this Agreement and do not in any way limit or amplify
      the terms and provisions of this Agreement.
 
 The
Parties hereto have executed this Purchase and License Agreement for FWA
Equipment as of December 28, 2004 and it shall become effective on the Effective
Date.
 
 **AXTEL,
      S.A. DE C.V.**
    
    **AIRSPAN
      COMMUNICATIONS LIMITED**By:
      _______________________________
    
    By:
      _______________________________Name:
      Jose Antonio Velasco Carmona
    
    Name:
      Peter AronstamTitle:
      Legal Representative
    
    Title:
      Senior Vice President
 Page
21
 
 Intentionally
Left in Blank
 **Annex
B**
 
 **CHANGE
ORDER PROCEDURES**
 
  
 **EXHIBIT** **ANNEX** **B**
  **CHANGE
ORDER PROCEDURES**
  The
following procedure shall apply to the issuance of Change Orders under the
Agreement. Capitalized terms used and not defined herein have the meanings
attributed to them in the Agreement.
  ***1.***
    ***Change
      Order***
  Any
changes made by Customer after the effective date of the Agreement, resulting in
adjustments to the content and/or specifications of the Products, Services,
process, job schedule or other requirements shall be considered a change order
(“Change Order”). The form of Change Order is attached hereto.
  1.1  Customer
shall issue a written communication to the Airspan Account Manager detailing the
nature of the modifications it wishes to make.
 1.2  The
Airspan Account Manager shall return to Customer with an assessment of
requirements to present a quotation.
 1.3 Upon
acceptance of Airspan’ quotation. Customer shall issue a Change Order in the
form attached hereto and deliver it to Airspan five (5) business days from
receipt of Airspan’ quotation.
 
 ***2.***
    ***Non-Billable
      Change Order***
 
 If
changes to the content and specifications of the Products or Services after the Start Effective Date of
the Agreement are deemed non-billable to Customer  by
Airspan, “Non-Billable” shall be checked off on the Change Order.
 
 ***3.***
    ***Customer
      Information***
 
 In cases
where the Change Order is not based on models or merchandise, the Customer
Information (CI) meeting shall be held and a related document shall be completed
by Customer with the assistance of the Airspan’ Systems Application Engineer,
capturing all network specifications. Customer shall approve this document prior
to each request for quotation and subsequent Change Order.
   *Page
2*
  
 **EXHIBIT** **ANNEX** **B - ATTACHMENT 1**
 **FORM
OF CHANGE ORDER**
  **Axtel,
S.A. de C.V.**
 Re:
Purchase and License Agreement dated ________
 Change
Order No.: _________
 **Circle
One** :
Billable or Non-Billable
  1.
    This
      Change Order is issued pursuant to Section 2 of the Purchase and License
      Agreement, dated __________ (the “Agreement”), by and between Axtel, S.A.
      de C.V.****(“Customer”)
      and Airspan Communications Limited. This Change Order and the Products and
      Services to be supplied under this Change Order shall be subject to all
      the terms and conditions set forth in the
Agreement.
  2.
    This
      Change Order shall become effective upon execution by authorized
      representatives of Airspan and Customer.
  3.
    Origin
      and Description of Changes:
 
 **[insert
narrative explaining reason for change]**
 
 **[INSERT
ONLY IF NON-BILLABLE:** The
purpose of this Change Order is to notify you of some changes in the project as
described below. Airspan deems these changes non-billable. Any reference to
prices or value is for informational purposes only. Airspan requests your
acknowledgement below to the changes described in this Change Order. **This
Change Order shall be deemed accepted if Airspan has not received your express
rejection within thirty days from the date set forth
above.]**
  4.
    Resulting
      Adjustment
 
 **[address
addition, deletion or change in Products to be delivered, change in Price,
Schedule, Delivery Term, etc.]**
 
 
 In
witness whereof, the Parties have executed this Change Order on the ____ day of
____________, 200_.
  **AXTEL,
S.A. DE C.V.**
  By:
______________________
 Print
Name: ________________
 Title:
_____________________
  **AIRSPAN
COMMUNICATIONS LIMITED**
  By:
______________________
 Print
Name: ________________
 Title:
_____________________
  *Page
3*
  [EXHIBIT
C
 WARRANTY
PERIODS
 
 
 The
following Hardware and Software items shall have the corresponding warranty
periods:
 
 Carrier
      Products
    Hardware
    SoftwareDMS,
      Optical Networks and Wireless product families
    12
      months from ship date
    12
      months from ship dateCVX,
      SS7 Gateway, Alteon
      and
      Shasta products
    12
      months from ship date
    90
      days from ship dateCarrier
      Data Products (Passport, Bay and Micom Products)
    See
      current Nortel Networks price list
    See
      current Nortel Networks price listAll
      other product families not listed above (unless specified otherwise in
      writing).
    90
      days from ship date
    90
      days from ship date
 
  Corporate
      Accounts Products
    Hardware
    SoftwareData
      Products (e.g., Access CN, Advanced Video, Backbone CN, Baystack, Business
      Communications Manager, Contivity, Instant Internet, Net ID, Passport LAN
      and WAN Solutions)
    See
      current Corporate Accounts Data Products Product Catalog
    See
      current Corporate Accounts Data Products Product
CatalogVoice
      Products (e.g., Companion, Meridian 1, Meridian Applications,
      Norstar)
    12
      months from ship date for new systems and hardware upgrades
      
      90
      days from ship date for all other hardware purchases
    12
      months from ship date for new systems
      
      90
      days from ship date for software upgrades and all other software
      purchasesPortal
      Solutions Products
    90
      days from ship date
    90
      days from ship date
 
 This
Warranty Matrix may be revised by Nortel Networks from time to
time.]
 [This
Exhibit will apply only to the Non-FWA Supply Contract]
 
 Annex C -
Description of Products
 Purchase
and License Agreement for FWA Equipment-December 2004
 
 
 
   **Annex
C**
   **DESCRIPTION
OF PRODUCTS**
   
    
   Page
1
 Annex C -
Description of Products
 Purchase
and License Agreement for FWA Equipment-December 2004
 
 
   **Annex
C**
   **DESCRIPTION
OF PRODUCTS**
   **1.**   **DOCUMENT
SCOPE**
   **1.1**   **Document
Scope**
   This
document details the definition of the FWA equipment to be supplied by Airspan
to AXtel. Note that “Qty.” refers to the quantity of a component required for
that configuration. Where the quantity of a component required for a
configuration differs from the unit of measure for that component, the unit of
measure is included in the description of that component. Equipment can only be
ordered in whole multiples of the associated unit of measure.
   **2.1.1**   **FWA
Description of Equipment**
   **2.1.1.1**   **Intentionally
Left in Blank**
   **2.1.1.2**   **Customer
Premise Equipment Kits.**
  
 An F2 RSS
Kit is defined as follows:
 
 **PEC**
    **Description**
    **Qty.**NTEG17DA
    F2
      RTU
    1NTEG12FA
    RPCU
    1A0636762
    RPCU
      Battery
    1NTEG12CL
    RPCU
      Power Cord
    1NTEG12FB
    RPCU
      Safety Booklet
    1NTEG99JE
    Drop
      Cable (500M)
    0.04NTEG99GR
    Dual
      JacketDrop
      Cable Connector (50)
    0.02NTEG99CZ
    Drop
      Cable Connector Pins (500)
    0.02
 
 An F5 RSS
Kit is defined as follows (RDA KIT EXCLUDED):
 
 **PEC**
    **Description**
    **Qty.**NTEG18DA
    F5
      RTU
    1NTEG12FA
    RPCU
    1A0636762
    RPCU
      Battery
    1NTEG12CL
    RPCU
      Power Cord
    1NTEG12FB
    RPCU
      Safety Booklet
    1NTEG99JE
    Drop
      Cable (500m)
    0.04NTEG99GR
    Drop
      Cable Connector (50)
    0.02NTEG99CZ
    Drop
      Cable Connector Pins (500)
    0.02
  
 Page
2
 
 Annex C -
Description of Products
 Purchase
and License Agreement for FWA Equipment-December 2004
 An F5v2
Analog RSS Kit is defined as follows:
 
 **PEC**
    **Description**
    **Qty.**NTEG18DB
    F5v2
      Analog RTU
    1NTEG12FA
    RPCU
    1A0636762
    RPCU
      Battery
    1NTEG12CL
    RPCU
      Power Cord
    1NTEG12FB
    RPCU
      Safety Booklet
    1NTEG99JE
    Drop
      Cable (500m)
    0.04NTEG99GR
    Drop
      Cable Connector (50)
    0.02NTEG99CZ
    Drop
      Cable Connector Pins (500)
    0.02
 
 An F6
Single Model RSS Kit is defined as follows:
 
 
 **PEC**
    **Description**
    **Qty.**NTEG19DE
    F6
      RTU
    1NTEG12FA
    RPCU
    1A0636762
    RPCU
      Battery
    1NTEG12CL
    RPCU
      Power Cord
    1NTEG12FB
    RPCU
      Safety Booklet
    1NTEG99JE
    Drop
      Cable (500m)
    0.04NTEG99GR
    Drop
      Cable Connector (50)
    0.02NTEG99CZ
    Drop
      Cable Connector Pins (500)
    0.02
 
 An RDA
Kit is defined as follows:
 
 NTEG18FA
    RDA
    1
 
 An F5 RSS
Kit is defined as follows:
 
 **PEC**
    **Description**
    **Qty.**NTEG18DA
    F5
      RTU
    1NTEG18FA
    RDA
      Kit
    1NTEG12FA
    RPCU
    1A0636762
    RPCU
      Battery
    1NTEG12CL
    RPCU
      Power Cord
    1NTEG12FB
    RPCU
      Safety Booklet
    1
 
 **PEC**
    **Description**
    **Qty.**NTEG99JE
    Drop
      Cable (500m)
    0.04NTEG99GR
    DualDrop
      Cable Connector (50)
    0.02NTEG99CZ
    Drop
      Cable Connector Pins (500)
    0.02
   Page
3
 
  Annex C -
Description of Products
 Purchase
and License Agreement for FWA Equipment-December 2004
 **2.1.1.3**   **Installation
Brackets for F5 & F2 RSS.**
 
 **Compact
Mounting Bracket**
 
 **PEC**
    **Description**
    **Qty.**NTEG19AJ
    Compact
      Mounting Bracket (10)
    1NTEG99DC
    Mounting
      Coach Screw (200)
    0.015NTEG99DD
    Washer
      M8 (200)
    0.015NTEG99DE
    Frame
      Fixing(200)
    0.015
 
  **2.1.1.4**   **Radio
Basestation Kits**
   **Discrete
Radio Basestation Configurations.**
  
 The
following configurations are representative of a typical installation. Specific
installations may require variations on these definitions.
 
 **PEC**
    **Description**
    **18b
      RBS**
    **27b
      RBS**NTED4575
    Transceiver
      Processor Module
    5
    7NTEG72AD
    Transceiver
      Baseband Module Combining Diversity
    5
    7NTEG77EC
    Transceiver
      Masthead Unit Kit
    6
    9NTEG97PC
    Antenna
      to TMU 4m Cable
    6
    9NTEG94BD
    1M
      Pre-Fit Cabinet
    1
    2NTEG63AA
    Transceiver
      Timer Module
    0
    0NTEG73AA
    Network
      Management Module
    0
    0NTEG99CJ
    TMU
      to Cabinet IF 1⁄2 ” cable (500m)
    0.6
    0.9NTEG91BA
    1⁄2 ”
      IF Cable Connector Kit
    6
    9NTEG99CE
    TMU
      to Cabinet Power cable (500m)
    0.6
    0.9NTEG93AA
    Power
      Cable Connector Kit
    6
    9NTEG99CA
    TMU
      to Cabinet Data Cable (500m)
    0.6
    0.9NTEG92AA
    Data
      Cable Connector Kit
    6
    9
 
 
 **PEC**
    **Description**
    **18b
      RBS**
    **27b
      RBS**NTEG97MF
    120
      Degree Horizontal Polarization Antenna
    Up
      to 6
    Up
      to 9NTEG97ME
    120
      Degree Vertical Polarization Antenna
    Up
      to 6
    Up
      to 9NTEG97NF
    60
      Degree Horizontal Polarization Antenna
    Up
      to 6
    Up
      to 9NTEG97NE
    60
      Degree Vertical Polarization Antenna
    Up
      to 6
    Up
      to 9NTEG97NG
    40
      Degree Vertical Polarization Antenna
    0
    0NTEG97NH
    40
      Degree Horizontal Polarization Antenna
    0
    0NTEG94PA
    120
      Ohms primary E1 cable
    1
    2
  
 Page
4
 
  Annex C -
Description of Products
 Purchase
and License Agreement for FWA Equipment-December 2004
 With
regard to antennas for the various basestation configurations, the quantities
shown above reflect the maximum number of each antenna that could be required in
a specific installation. The combined total actual antenna requirement for each
configuration is:
 18b -
6
 27b -
9
 48b -
18
 
 For
clarity, NTEG94BD (1M Pre-Fit Cabinet) and NTEG77EC (Transceiver Masthead Unit
Kit) are defined as follows:
 
 **NTEG94BD
      1M Pre-Fit Cabinet****PEC**
    **Description**
    **Qty.**NTED4575
    Transceiver
      Processor Module
    1NTEG63AA
    Transceiver
      Timer Module
    2NTEG72AD
    Transceiver
      Baseband Module Combining Diversity
    1NTEG73AA
    Network
      Management Module
    1NTEG7662
    CABINET
      CABLE SET TYPE 2
    1NTEG74BA
    Over
      Voltage Protection Module
    3NTEG76BA
    ITS
      Fan Tray Assembly
    1NTEG76CC
    Secondary
      DC Breaker Rack Filtered
    1NTEG76FB
    I.T.S
      Basestation Diversity Sub Rack
    1NTEG76GA
    I.T.S
      U.K Maintenance Port Assembly
    1NTEG94AN
    1.0M
      Cabinet Floor Mounting Plinth
    1NTEG94FA
    Alarm
      Connector Block
    1NTEG94QA
    1.0M
      Internal ITS Cabinet
    1
 
 **NTEG77EC
      Transceiver Masthead Unit Kit****PEC**
    **Description**
    **Qty.**NTEG77CA
    T.M.U./T.A.S.
      Ground Bond Kit
    1NTEG77DA
    Sun
      Shield Assembly
    1NTEG77GB
    T.M.U.
      Assemble BF Band (100MHz)
    1P0821020
    U
      Bolt 61 C R S
    2P0821021
    U
      Bolt 126 C R S
    2P0834843
    T.M.U.
      Mounting Bracket V3
    1
 
  **2.1.1.5**   **Discrete
Radio Basestation Upgrade Configurations.**
  
 The
following configurations are representative of a typical installation, eg. 45m
cable runs assumed. Specific installations may require variations on these
definitions.
 
 Page
5
 
  Annex C -
Description of Products
 Purchase
and License Agreement for FWA Equipment-December 2004
 
 **PEC**
    **Description**
    **18b
      to 27b Upgrade**
    **PDS
      Upgrade to 18b ITS**NTED4575
    Transceiver
      Processor Module
    2
    0NTEG72AD
    Transceiver
      Baseband Module Combining Diversity
    2
    0NTEG77EC
    Transceiver
      Masthead Unit Kit
    3
    0NTEG97PC
    Antenna
      to TMU 4m Cable
    3
    0NTEG94BD
    1M
      Pre-Fit Cabinet
    1
    0NTEG63AA
    Transceiver
      Timer Module
    0
    0NTEG73AA
    Network
      Management Module
    0
    0NTEG99CJ
    TMU
      to Cabinet IF1/2” cable (500m)
    0.3
    0NTEG91BA
    1/2”
      IF Cable Connector Kit
    3
    0NTEG99CE
    TMU
      to Cabinet Power cable (500m)
    0.3
    0NTEG93AA
    Power
      Cable Connector Kit
    3
    0NTEG99CA
    TMU
      to Cabinet Data Cable (500m)
    0.3
    0NTEG92AA
    Data
      Cable Connector Kit
    3
    0NTEG97MF
    120
      Degree Horizontal Polarization Antenna
    Up
      to 3
    0NTEG97ME
    120
      Degree Vertical Polarization Antenna
    Up
      to 3
    0NTEG97NF
    60
      Degree Horizontal Polarization Antenna
    Up
      to 3
    0NTEG97NE
    60
      Degree Vertical Polarization Antenna
    Up
      to 3
    0NTEG97NG
    40
      Degree Vertical Polarization Antenna
    0
    0NTEG97NH
    40
      Degree Horizontal Polarization Antenna
    0
    0NTEG71HA
    Transceiver
      processor Module - Packet Data
    0
    2N/A
    Packet
      Data Software Activation Fee
    0
    1
 With
regard to antennas for the various basestation upgrade configurations, the
quantities shown above reflect the maximum number of each antenna that could be
required in a specific installation. The combined total actual antenna
requirement for each upgrade configuration is:
 18b to
27b Upgrade - 3
 27b to
48b Upgrade - 12
  Page
6
 
  Annex C -
Description of Products
 Purchase
and License Agreement for FWA Equipment-December 2004
 **2.1.1.6**  **FWA
Software.**
  
 **PEC**
    **Description**
    **Qty.**N/A
    Basestation
      Packet Data Software Activation Fee
    1RMT
      SOFTWARE LICENSE FEE
    1
 
  **2.1.1.7**   **FWA
OA&M Equipment.**
   **Field
Engineering Terminal (FET).**
  Choose
one of the following.
 
 **PEC**
    **Description**
    **Qty.**NTEG30AN
    FET
      System Complete (LINUX)on Panasonic CF27
    1NTEG30AF
    LINUX
      FET Software Application Kit for Panasonic CF27
    1
 
  **Residential
Installation System (RIS).**
  Survey
Kit
 
 **PEC**
    **Description**
    **Qty.**NTEG24BF
    100
      MHz Generic Survey Kit
    1NTEG10DCBV
    RSS
      Installation Sub-Set Documentation
    1P0872025
    Large
      Belt
    1NTEG24BE
    RTU
      SAK/Handle Pole Kit (5.5m extension kit)
    1NTEG22EB
    RTU
      SAK/Handle Assembly
    1A0734347
    GPS
    1A0658055
    Linesman
      Phone U.S.
    1
 
 Maintenance
Kit
 
 **PEC**
    **Description**
    **Qty.**NTEG24AA
    100MHz
      Generic Maintenance Kit
    1NTEG21ND
    PSA
      Mains Adapter U.S.
    1A0745625
    RMT
      Mains Adapter U.S.
    1A0657248
    Modem
    1A0655833
    Multimeter
    1NTEG21PB
    Vehicle
      charging Cable
    1A0743766
    RMT
      Docking Holster
    1
 
  Page
7
 
  Annex C -
Description of Products
 Purchase
and License Agreement for FWA Equipment-December 2004
 **Radio
Element Manager (REM).**
  The
following configurations are representative of a typical installation. Specific
installations may require variations on these definitions.
 
 **PEC**
    **Description**
    **Qty.**NTEG43AC
    HP
      Unix Server
    1NTEG41GD
    REM
      Redundancy Upgrade Kit with Online Backup
    1NTEG41EG
    REM
      Processor Upgrade Kit
    1A0784688
    HP
      3.5” hot swappable drive for HP D-CAL
    1NTEG43AA
    HP
      Client Workstation
    1NTEJ40BK
    Radio
      Element Manager Software Platform 4.4.2
    1NTEG42CB
    Snmp
      Ethernet Network Mgt. Card Type 2
    1NTEG42BC
    Network
      Hub 16 Slot Chassis,Fantray, Hipernmc & Dual Psu
    1NTEG42FB
    60
      Channel Netserver Ethernet L A N Card
    1NTEG42GM
    Quad
      Modem Card With S/Ware Type 1
    1NTEG43AD
    Unix
      Server annual support
    1NTEG43AB
    Client
      Workstation annual support
    1NTEJ40GC
    Remedy
      ARS Support
    1NTEJ40JC
    Oracle
      RDBMS Support
    1A0743702
    Openview
      SW Support
    1NTEG42KA
    Network
      Hub Annual SW Maintenance
    1A0743715
    SW
      support CLEO
    1A0740374
    Power
      cord grounded North America
    0NTEJ40AE
    REM
      Exceed SW
    1NTEG41HB
    10
      BASE-T SWITCHING HUB-24R
    1
  **2.1.1.8**   **FWA
Equipment Spares.**
  
 **PEC**
    **Description**
    **Qty.
      Per**NTED4575
    Transceiver
      Processor Module
    1NTEG72AD
    Transceiver
      Baseband Module Combining Diversity
    1NTEG77EC
    Transceiver
      Masthead Unit Kit
    1NTEG97PC
    Antenna
      to TMU 4m Cable
    1NTEG76BA
    ITS
      Fan Tray Assembly
    1NTEG76CC
    Secondary
      DC Breaker Rack Filtered
    1NTEG76FB
    I.T.S
      Basestation Diversity Sub Rack
    1NTEG76GA
    I.T.S
      U.K Maintenance Port Assembly
    1NTEG94QA
    1.0M
      Internal ITS Cabinet
    1NTEG74BA
    Over
      Voltage Protection Module
    3NTEG63AA
    Transceiver
      Timer Module
    1NTEG73AA
    Network
      Management Module
    1NTEG99CJ
    TMU
      to Cabinet IF 1⁄2”Cable
    500mNTEG91BA
    1⁄2”
      IF Cable Connector Kit
    1NTEG99CE
    TMU
      to Cabinet Power Cable
    500mNTEG93AA
    Power
      Cable Connector Kit
    1NTEG99CA
    TMU
      to Cabinet Data Cable
    500mNTEG92AA
    Data
      Cable Connector Kit
    1NTEG97ME
    120
      Degree Vertical Polarization Antenna
    1
 
 
 Page
8
  Annex C -
Description of Products
 Purchase
and License Agreement for FWA Equipment-December 2004
 **PEC**
    **Description**
    **Qty.
      Per**NTEG97MF
    120
      Degree Horizontal Polarization Antenna
    1NTEG97NE
    60
      Degree Vertical Polarization Antenna
    1NTEG97NF
    60
      Degree Horizontal Polarization Antenna
    1NTEG97NG
    40
      Degree Vertical Polarization Antenna
    1NTEG97NH
    40
      Degree Horizontal Polarization Antenna
    1NTEG71HA
    Transceiver
      Processor Module - Packet Data
    1NTEG18DA
    F5
      RTU
    1NTEG18FA
    RDA
      Kit
    1NTEG12FA
    RPCU
    1A0636762
    RPCU
      Battery
    1NTEG12CL
    RPCU
      Power Cord
    1NTEG12FB
    RPCU
      Safety Booklet
    1NTEG99JE
    Dual
      Jacket Drop Cable
    500mNTEG99GR
    Dual
      Jacket Drop Cable Connector
    50NTEG99CZ
    Drop
      Cable Connector Pins
    500NTEG17DA
    F2
      RTU
    1NTEG19DE
    F6
      RTU
    1NTEG18DB
    F5v2
      RTU
    1
 
  Page
9
  Annex D
-Product Specifications
Purchase
and License Agreement for FWA Equipment-December 2004


**Annex
D**

**Product
Specifications**

Page
1
Annex D
-Product Specifications
Purchase
and License Agreement for FWA Equipment-December 2004


**Annex
D**

**Product
Specifications**

**PLA
FWA Contract**
**1.****Scope**

1.1This
section defines the essential performance characteristics of the Airspan
Internet Fixed Wireless Access system (Internet FWA). The scope of the section
is confined to the airside equipment that supports wireless transmission in the
local loop, i.e. that part of the system from the Base-station network interface
to the subscriber premises terminal interface (telephone socket), together with
associated network management operations systems in the element management
layer. The specifications for the switch, service gateway and other associated
backhaul equipment are therefore specifically excluded from this
section.

**2.1****General
description**

**2.1.1****Intentionally
Left in Blank**

**2.1.1.1****Purpose
of Internet FWA**

The
Internet FWA system allows telecommunications operators to construct high
quality telephone access networks between customers’ premises and local
exchanges. The system uses cellular point to multi-point wireless technology as
a replacement for traditional copper-based local loops. A major advantage of FWA
technology is that it allows operators to create new access networks quickly and
with minimum capital investment.

Each
terminal in the Internet FWA system is capable of delivering PSTN
circuit-switched services through two standard analogue telephone lines. In
addition to the PSTN services, a packet-mode service may be used to deliver
‘always-on’ connections between one or more Internet Service Providers (ISPs)
and the computer equipment of subscribers.

The
Internet FWA system provides a frequency division duplex radio link to a
subscriber transceiver system and operates in the 3.4 to 3.6 GHz band. The air
interface utilizes time division multiplex on the downlink and time division
multiple access on the uplink. The system comprises a network of Radio
Base-stations (RBS) arranged on a cellular plan and these are connected to the
PSTN or to the public Internet by a conventional back-haul network. Each
base-station consists of one or more Integrated Transceiver Systems
(ITSs).

**2.1.2****Sub-systems**

The
Internet FWA system contains two Network elements (NEs):
·
    Remote
      Service System (RSS)
·
    Radio
      Base Station (RBS)

The
Internet FWA system contains three Operations systems (OSs):
·
    Radio
      Element Manager (REM)
·
    RSS
      Installation System (RIS)
·
    Field
      Engineering Terminal (FET)


Page
2


Annex D
-Product Specifications
Purchase
and License Agreement for FWA Equipment-December 2004

**The
Remote Service System (RSS)**

This
system provides the subscriber with two independent analogue exchange lines and
optionally a packet data service interface. The system consists of the RSS
Terminal Unit (RTU), an RSS Power and Connection unit (RPCU) and an RSS Data
Adapter (RDA) or Dongle Data Adaptor

The RTU
is mounted externally to the subscriber premises and contains a directional
antenna, radio electronics and the two analogue line interfaces to carry PSTN
services. The unit is powered from the RPCU indoor unit that plugs into the
subscribers mains supply. A ‘drop cable’ connects the RTU to the RPCU. The RPCU
contains two sets of telephone sockets for connection to the subscriber’s
telephone equipment. In order to provide the optional packet data service, an
RDA is supplied along with a special version of the RTU that contains the
required data interface. The packet data service makes use of the HPNA standard
to multiplex the data onto ‘line 0’ of the telephone wires. The RDA connects to
the subscriber’s personal computer.

**The
Integrated Transceiver System (ITS)**

One or
more ITSs form the basis of the radio base-station and have been designed to
serve an area of up to 5km radius in a typical urban environment and up to 20km
in a rural environment.

Voice
band circuits from the ITS are connected to the switch by means of E1 links
running a V5.2 protocol. The packet data service is also routed over E1 links to
the service gateway using L2TP (layer 2 tunnel protocol). The ITS can route any
slot from the ‘circuit’ E1s to any slot on the airside interface.

In
principle, an ITS can be provisioned as a 3, 6, 9, 12, 15 or 18 bearer
configuration. RBS configurations specifically supported by installation and
maintenance processes provide tri-sectored configurations with 18 or
271In the Axtel application, the 27 bearer base-stations generally provide only 26
bearers due to limited availability of RF channels.RF
carriers, or a tri/hex-sectored RBS with 48 RF carriers. The 27-carrier
configurations require the use of two ITSs, and the 48-carrier configuration
requires the use of three ITSs. The 48 bearer base-station is designed to
provide coverage in two ‘RF layers’, the first layer allowing a frequency re-use
of one to be employed whilst a more conservative frequency plan is used in the
other layer. Service to the individual RSS can be switched between these two
layers depending on the interference environment experienced at that
RSS.

**Radio
Element Manager (REM)**

The Radio
Element Manger (REM) is a high performance, high capacity management system and
is used to perform the Operation, Administration, Maintenance and Provisioning
(OAM&P) procedures for the Internet FWA network. One REM can manage up to
200 ITSs and 150,000lines. The REM is primarily composed of a server platform, a
client platform, additional user PCs and aNetwork
Communications Server. Their respective purposes are described below.The REM
supports a total of 4 expert and 4 standard user sessions.


1In the
Axtel application, the 27 bearer base-stations generally provide only 26 bearers
due to limited availability of RF channels.

Page
3

Annex D
-Product Specifications
Purchase
and License Agreement for FWA Equipment-December 2004
The REM
server performs all provisioning related, object-related, event and alarm
related processing, together with some of the GUI processing. Further, the
server stores all object, event and alarm related data and state. As such, the
majority of REM software executes on the server. The server also interfaces
directly to a customer’s High Level Management System (HLMS) for subscriber
provisioning.

The REM
Client primarily acts as the host platform for the additional user GUI screens.
It provides some of the GUI processing, and acts as a platform on which
additional user scripts run.

PCs
running Exceed software connect with the REM client to allow access for
additional users.

The
Network Communication Server (NCS) is****an
integrated terminal server and modem unit, which provides a connectivity
solution from the REM to its network of ITSs. It also provides connectivity to
the Remote Maintenance Terminal that is used during the subscriber hardware
installation.

**Field
engineering terminal (FET)**

The
installing engineer will use this equipment during installation and
commissioning of Base-station equipment. The FET application runs on a PC
platform using a LINUX operating system. The FET is intended to connect locally
into an ITS and allows control of the ITS as well as access to status
information. Each FET requires a license key to enable operation and these are
available from Airspan.

**RSS
Installation system (RIS)**

The
installing engineer will use this equipment to control the RSS during
installation, to aid antenna alignment to the Base Station, to measure the
performance of the RF link and to enable the connection. The primary component
of the RIS is the Remote Maintenance Terminal (RMT).

**2.1.3****External
interfaces**

The
physical layer external interfaces of the Internet FWA system are:
·
    Analogue
      line interface at the RSS
·
    Packet
      data interface at the RSS
·
    A.C.
      power interface at the RSS
·
    PCM
      (E1) interface at the RBS
·
    Packet
      data (E1) interface at the RBS
·
    D.C.
      power interface at the RBS
·
    External
      alarm interface at the RBS
·
    Analogue
      line interface at the RIS. This is used to connect the RMT to the REM to
      download provisioning data.
·
    Analogue
      line interface at the REM
·
    Ethernet
      interface at the REM. This is used to connect the REM to higher-layer
      operations systems.

**2.2****Physical
characteristics**

Page
4

Annex D
-Product Specifications
Purchase
and License Agreement for FWA Equipment-December 2004
**2.2.1****RSS
transceiver unit (RTU)**

2.2.1.1Mechanical

Length/width:
300 mm (octagonal, measured between flat faces)
Depth: 90
mm excluding mounting brackets
Mass: 2.5
kg.

2.2.1.2Environmental

Ambient
temperature: -40 C to +50 C
Solar
radiation:£1120
W/m2
Relative
humidity: 5% to 100%

**2.2.2****RSS
power and connection unit (RPCU)**

2.2.2.1Mechanical

Length:
210 mm
Width:
135 mm
Depth: 41
mm
Mass: 2.0
kg including battery

2.2.2.2Electrical

Input
voltage: 85 V to 270 V RMS
Input
frequency: 45 Hz to 70 Hz

2.2.2.3Environmental

Ambient
temperature: -5 C to +45 C
Relative
humidity 5% to 100%

**2.2.3****RSS
data adaptor (RDA)**

2.2.3.1Mechanical

Length:
165 mm
Width:
125 mm
Depth: 28
mm
Mass: 250
g

2.2.3.2Environmental

Ambient
temperature: -5C to +45C
Relative
humidity: 5% to 100%

**2.2.4****Integrated
transceiver system (ITS) indoor equipment**

2.2.4.1Mechanical

Width:
600mm
Height
and depth (1 metre cabinet): 1000 mm × 300 mm

Page
5


Annex D
-Product Specifications
Purchase
and License Agreement for FWA Equipment-December 2004
2.2.4.2Environmental

Ambient
temperature: 0 C to +45 C
Solar
radiation:£700
W/m2
Relative
humidity: 5% to 95%

**2.2.5****Integrated
transceiver system (ITS) masthead equipment**

2.2.5.1Mechanical
(TMU)

Height:
600 mm
Width:
450 mm
Depth:
200 mm
Mass:£30
kg

2.2.5.2Environmental

Ambient
temperature: -40 C to +50 C
Solar
radiation:£1120
W/m2
Relative
humidity: 5% to 100%

**2.3****Radio
system**

**2.3.1****General
description of the air interface**

2.3.1.1Physical
layer

The
physical layer of the Internet FWA air interface uses digital time division
multiplex/time division multiple access (TDM/TDMA) with a 10-slot frame
structure. Uplink and downlink carriers are paired, and separated by a fixed
duplex spacing of 99.84MHz. A TDM/TDMA channel (i.e. one time-slot one on one RF
carrier) is known as a physical channel. In the maximum configuration, one ITS
provides 18 pairs of RF carriers, and 180 physical channels.

The
uplink carriers are contained within the frequency band 3425 MHz to 3450 MHz,
and the downlink carriers are contained within the frequency band 3525 MHz to
3550 MHz.

The
modulation scheme for both the uplink and downlink direction is pi/4 shifted
differential quadrature phase shift keying (p/4DQPSK)
with a nominal symbol rate of [*] symbols/s. The gross data rate is [*] kbits/s
per carrier.

Reserved
channels are used to allow contention access by terminals. These access channels
are not available for carrying subscribers’ voice or data traffic.

2.3.1.2Channel
plan

The
Internet FWA system operates over 78 RF channels, with a nominal channel spacing
of 307.2 kHz. The lowest uplink channel (Ch. 2) has a nominal centre frequency
of 3425.8944 MHz. The highest downlink channel (Ch. 79) has a nominal centre
frequency of 3549.3888 MHz. The fixed duplex spacing is equivalent to 325 times
the channel spacing.

2.3.1.3MAC layer
for PSTN traffic

Page
6


Annex D
-Product Specifications
Purchase
and License Agreement for FWA Equipment-December 2004
One
physical channel is capable of carrying a single 32 kbit/s ADPCM
circuit-switched connection, or one half of a 64 kbit/s PCM circuit-switched
connection.

2.3.1.4MAC layer
for the Packet data service

Physical
channels can be allocated in groups of six to carry packet-mode traffic. One
group of six physical channels is described as a packet channel.

**2.3.2****RF
performance of the ITS equipment**

2.3.2.1Maximum
transmit power

The
maximum transmit power from the ITS is not less than 28 dBm for each carrier,
measured at the antenna port of the TMU.

2.3.2.2Transmitter
implementation loss

The
transmitted signal from the ITS is a close approximation to an idealp/4DQPSK
signal. The additional carrier to noise margin required to demodulate the
practical transmitted signal, compared to an ideal signal is less than 1
dB.

2.3.2.3Spectrum
due to modulation

The
spectrum due to modulation at the output of the ITS is as follows:

*Channel*
    *Mean
      power (dBc)*N
    0
      dBc (by definition)N±1
    £-24.5 dBcN±2
    £-40 dBcN±3
    £-50 dBcAny
      other channel
    £-60 dBc or -60 dBm (whichever is greater)

The mean
power is measured using an ideal receiver with root-raised-cosine filtering with
transition factor (a) = 0.4,
and with the receiver tuned to the centre of the appropriate adjacent
channel.

2.3.2.4Minimum
receiver sensitivity

The
receiver sensitivity for the ITS is not greater than -101.5 dBm, measured at the
antenna port of the TMU, for a bit error ratio (BER) of 10-3before
forward error correction. This measurement assumes an ideal
transmitter.

2.3.2.5Receiver
selectivity

The ITS
receiver selectivity is specified in terms of the level of interfering signal
consistent with a bit error ratio (BER) for the wanted signal of less than
10-3before
FEC. The interfering signal is assumed to be from a signal source with the ideal
characteristics of the Internet FWA radio system, centered on the applicable
adjacent channel. The wanted signal is assumed to be from a similar ideal source
and set at a level 3 dB greater than the level required for BER = 10-3in the
absence of interference. The carrier to interference levels are as
follows:


Page
7
Annex D
-Product Specifications
Purchase
and License Agreement for FWA Equipment-December 2004
*Channel*
    *Carrier/Interference
      ratio for BER = 10**-3*N
    £14.4 dBN±1
    £-15.5 dBN±2
    £-58.5 dBAny
      other channel
    £-84.5 dBc

**2.3.3****RF
performance of the RSS equipment**

2.3.3.1Maximum
transmit power

The
maximum transmit power from the RSS is not less than 44.5 dBm EIRP in RF
channels 8 to 73 inclusive, and not less than 41.5 dBm EIRP in the remaining
channels. This transmit power specification applies to the complete RTU
including the antenna.

2.3.3.2Transmitter
implementation loss

The
transmitted signal from the RSS is a close approximation to an idealp/4DQPSK
signal. The additional carrier to noise margin required to demodulate the
practical transmitted signal, compared to an ideal signal is less than 1
dB.

2.3.3.3Spectrum
due to modulation

The
spectrum due to modulation at the output of the RSS is as follows:

*Channel*
    *Mean
      power (dBc)*N
    [*]N±1
    [*]N±2
    [*]N±3
    [*]Any
      other channel
    [*]

The mean
power is measured using an ideal receiver with root-raised-cosine filtering with
transition factor (a) = 0.4,
and with the receiver tuned to the centre of the appropriate adjacent channel.
The measured power is averaged over duration of the time-slot containing the
uplink transmission.

Page
8

Annex D
-Product Specifications
Purchase
and License Agreement for FWA Equipment-December 2004
2.3.3.4Minimum
receiver sensitivity

The
receiver sensitivity for the RSS is not greater than [*] dBm in RF channels 8 to
73 inclusive, and not greater than [*] dBm in the remaining channels. The
received signal is measured at the connector of the RTU antenna, for a bit error
ratio (BER) of 10-3before
forward error correction. This measurement assumes an ideal
transmitter.

2.3.3.5Receiver
selectivity

The RSS
receiver selectivity is specified in terms of the level of interfering signal
consistent with a bit error ratio (BER) for the wanted signal of less than
10-3before
FEC. The interfering signal is assumed to be from a signal source with the ideal
characteristics of the Internet FWA radio system, centered on the applicable
adjacent channel. The wanted signal is assumed to be from a similar ideal source
and set at a level 3 dB greater than the level required for BER = 10-3in the
absence of interference. The carrier to interference levels are as
follows:

*Channel*
    *Carrier/Interference
      ratio for BER = 10**-3*N
    [*]N±1
    [*]N±2
    [*]N±3
    [*]N±4
    [*]N±5
    [*]Any
      other channel
    Blocking
      specification applies

2.3.3.6RSS
receiver dynamic range

The
dynamic range of the RSS receiver is from the limit of sensitivity to -20 dBm,
measured at the antenna connector of the RTU. Over this dynamic range the BER of
the received signal (measured before forward error correction) is not greater
than 10-3.

2.3.3.7RSS
antenna gain

The gain
of the RSS antenna is between [*] dBi and [*] dBi at the peak of the response.
The nominal beamwidth is 14 degrees (i.e.±7
degrees). The rejection of cross-polar signals in the main antenna response is
not less than 20 dB compared to a co-polar signal of identical level. The
maximum level of side-lobe responses is [*] dBi, and this limit applies at
azimuth angles from 22 degrees to 338 degrees with respect to the peak
response.

**2.3.4****Automatic
power control**

To
minimise interference in the network, the system incorporates automatic uplink
RF power control whereby the ITS attempts to maintain a constant received signal
strength (RSSI) of -80dBm for each active call or packet connection. If the RSSI
strays from this target, the ITS will send a message to the appropriate RSS
requesting an appropriate modification to the uplink RF power. The ITS normally
integrates the RSSI over a 30s period before deciding whether an adjustment is
required although there is a faster attack period at the start of a call or
packet connection. At the end of a call or connection, the RSS calculates a new
RF power that will be used to initiate the next call or connection on the same
RF channel.

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Annex D
-Product Specifications
Purchase
and License Agreement for FWA Equipment-December 2004
To
maintain an appropriate initial uplink RF power level during extended periods of
call inactivity, network test calls are automatically scheduled to each RSS on
each of its operating channels. Just as is the case for normal calls, the uplink
RF power is adjusted appropriately at the end of a network test call. The
scheduling period is normally set to 23 hours.

**2.3.5****Combining
diversity**

In ITS
configurations with 2 or more TMUs per sector, the system is configured to
execute two-path maximum ratio combining in the uplink. The implementation of
this feature delivers the theoretical benefit of maximum ratio combining with
less than 1 dB implementation loss.

The TMU
receiver is wideband and covers all of the uplink spectrum. This means that the
IF signals from 2 TMUs in the same sector differ only by virtue of being
received from 2 physically separated antennas. The two I.F signals are fed to
separate arms of each receiver pair of every TBM in the sector. The TBM hosts
three such receiver pairs where each pair is configured to an appropriate
channel. The maximum ratio combining algorithm is executed independently on each
receiver pair.

**2.3.6****Dynamic
carrier list management**

Dynamic
carrier list management feature allows each RSS to modify the classification of
individual RF carriers in response to periodic measurements of the received
(downlink) signal. Each RSS notifies the ITS of changes in carrier
classification, allowing the ITS to allocate channels with a priority reflecting
the recent quality of downlink carriers. This feature has proven to be effective
in combating the effects of static frequency-selective fading, and minimizing
the impact of downlink radio interference from nearby RBSs in the same network.
This feature is extremely valuable in networks where tri-sector and
tri/hex-sector RBSs are built in adjacent or nearby cells.

**2.4****Equipment
configurations**

**2.4.1****RBS
configurations**

RBS
configurations that can be constructed using SR14 consist of one, two or three
ITSs. The table below lists the configurations that can be used.

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10

Annex D
-Product Specifications
Purchase
and License Agreement for FWA Equipment-December 2004
*Base
      station configuration*
    *ITS
      sector organisation*
    *Circuit-switched
      E1s*
    *Packet-switched
      E1s*
    *Maximum
      number of E1 connections*18-carrier,
      tri-sector, Type I
    6.6.6
    6
    0,
      2
    826-carrier,
      tri-sector, Type II
    6.6.5
    6
    0,
      2
    113.3.3
    3
    026-carrier,
      tri-sector, Type III
    9.8
    6
    0,
      2
    139
    3
    0,
      226-carrier,
      tri-sector, Type IV
    9.9
    6
    0,
      2
    138
    3
    0,
      227-carrier,
      tri-sector, Type I
    6.6.6
    6
    0,
      2
    113.3.3
    3
    027-carrier,
      tri-sector, Type II
    9.9
    6
    0,
      2
    139
    3
    0,
      248-carrier,
      tri/hex-sector
    6.6.4
    5
    0,
      2
    216.6.4
    5
    0,
      26.6.4
    5
    0,
      2

The
column ‘ITS sector organization’ denotes the number of RF carriers than are
enabled in each sector. No relationship is implied between the position of the
elements of this list and the numbering of ITS sectors; thus a sector
organization of 6.6.5 applies equally to configurations where the five-carrier
sector is ITS sector 1, 2 or 3.

The
tri/hex configuration is described as 6.6.4. The six-carrier sectors are
associated with the hex-sectored antennas, and the four-carrier sector is
associated with the tri-sectored antennas. By default, the tri-sector is ITS
sector 1.

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11
Annex D
-Product Specifications
Purchase
and License Agreement for FWA Equipment-December 2004
The
following rules apply:


·
    Where
      PDS is required at an ITS, two TPM-PDs must be
fitted.
·
    Each
      TPM requires one E1 connection between the ITS and the local
      exchange.
·
    Each
      TPM-PD requires one E1 connection between the ITS and the service
      gateway.

Some of
the base station configurations make use of more than one ITS. PDS can be
enabled or disabled on a ‘per-ITS’ basis, and so it is possible to create a
multi-ITS configuration where only one or two of the ITSs has PDS
enabled.

**2.4.2****PSTN
traffic capacity**

The PSTN
traffic capacity of the supported RBS configurations is detailed in the table
below. Note these figures apply where PDS is not provided; the PSTN capacity of
an ITS with PDS is necessarily lower.

*Base
      station configuration*
    *Reference
      capacity (E)**Soft
      sector = 0%*
    *Soft
      sector = 10%*18-carrier,
      tri-sector, Type I
    [*]
    [*]26-carrier,
      tri-sector, Type III & IV
    [*]
    [*]27-carrier,
      tri-sector, Type II
    [*]
    [*]48-carrier,
      tri/hex-sector
    [*]
    [*]

The
reference capacity is defined as the capacity at 1% probability of blocking for
long ADPCM calls, with the optimum distribution of traffic loading between ITS
sectors.

The
soft-sector capacity assumes that 10% of the traffic loading arises from
subscribers in the overlap regions between sectors, and that the soft-sectored
load is distributed evenly between three overlap regions (3.3% of the total load
in each overlap). In 26-carrier RBSs of type III and IV, and 27-carrier RBSs of
type II, there is only one overlap region where a benefit is derived from soft
sectoring; in these cases, the capacity gain is relatively small. In the
tri/hex-sectored ITS, soft-sectoring is not enabled between
hex-sectors.

One ITS
with V5.2 interface can support a maximum of 2048 PSTN lines, and a maximum of
2048 RSSs.

**2.4.3****Packet
data traffic capacity**

2.4.3.1Number of
packet channels at an ITS

Packet
channels at an ITS can be configured subject to the following
rules:

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12
Annex D
-Product Specifications
Purchase
and License Agreement for FWA Equipment-December 2004
·
    Packet
      data can be supported by ITSs with sector arrangement 6.6.6, 6.6.5, 8, 9,
      9.8, 9.9, 6.6.4 (tri/hex)
·
    All
      packet channels consist of 6 physical channel
pairs
·
    An
      ITS that supports PDS has two TPM-PDs
·
    One
      TPM-PD may support zero to four packet channels
  inclusive
·
    One
      ITS supports a maximum of 36 physical channels (i.e. six packet
      channels)
·
    The
      largest packet partition allowed in one sector is three packet
      channels
·
    In
      bi-sector or tri-sector ITSs, if the ITS provides PDS then each sector
      must have at least one packet channel
·
    In
      a tri-sector ITS, the sum of the number of packet channels in the smallest
      two packet partitions must not exceed four. This ensures that sectors will
      not be split across TPM-PDs.

2.4.3.2Number of
simultaneous PPP and MAC connections

The
packet data service supports a maximum of:

·
    700
      packet data subscribers per ITS
·
    [*]
      simultaneous PPP connections per ITS
·
    [*]
      simultaneous active MAC connections per packet
channel
·
    [*]
      simultaneous active MAC connections per
TPM-PD
·
    [*]
      simultaneous active MAC connections per ITS

2.4.3.3Traffic
capacity of a packet channel

Each
packet channel (consisting of six physical channels) provides a shared channel
with an aggregate capacity for users’ packet data traffic of not less than [*]
kbps in the downlink direction, and not less than 84 kbps in the uplink
direction. PPP, TCP and IP headers applied at the users’ computers are assumed
to form part of the useful throughput.

2.4.3.4Peak
throughput for a single PDS user

The peak
throughput for a single user is approximately 96 kbps in the downlink direction
(using the USB interface) and approximately 92 kbps in the downlink direction
(using the RS-232 interface). The peak throughput for a single user is
approximately 42 kbps in the uplink direction.

Note that
these are peak figures, and apply when the user has exclusive use of three
physical channels. In normal operation, the packet channel capacity is shared
between a number of users, and mean throughput figures for individual users will
be lower than these peak values. The operator must ensure that sufficient packet
channels are configured to offer reasonable quality of service to packet data
subscribers.

2.4.3.5Reduction
in PSTN capacity

The
remaining PSTN traffic capacity at an RBS with packet data service is defined in
the following table. These figures assume that 10% of the offered traffic is
from soft-sectored terminals.

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Annex D
-Product Specifications
Purchase
and License Agreement for FWA Equipment-December 2004
*Base
      station configuration*
    *Reference
      capacity (E)**One
      packet channel in each sector*
    *Two
      packet channels in each sector*26-carrier,
      tri-sector, Type III & IV
    194.0
    178.048-carrier,
      tri/hex-sector
    327.0
    279.0


**2.5****External
interfaces**

**2.5.1****ITS
to transmission system**

The
interface between the ITS and the transmission system is defined by
ITU-T
G.703
11/2001, ‘Physical/electrical characteristics of hierarchical digital
interfaces’. Only the interface at 2048 kbit/s is supported in Internet
FWA.

As an
additional requirement, Internet FWA requires that the long-term frequency
accuracy of the E1 signal from the transmission system is better than
10-7(0.1
ppm). Transmission equipment does not normally re-time digital traffic, and so
this frequency accuracy is usually dependent on correct configuration of the
local exchange (for PSTN connections) or the packet data network.

Internet
FWA complies with ITU-T G.823, ‘The control of jitter and wander within digital
networks which are based on the 2048 kbit/s hierarchy’.

**2.5.2****ITS
to local exchange**

The
framing structure of the signal between the ITS and the local exchange is
defined by ITU-T G.704 10/1998, ‘Synchronous frame structures used at 1544,
6312, 2048, 8448 and 44 736 kbit/s hierarchical levels’, and ITU-T G.706
04/1991, ‘Frame alignment and cyclic redundancy check (CRC) procedures relating
to basic frame structures defined in Recommendation G.704’.

The voice
coding for circuit-switched traffic complies with ITU-T G.711 11/1988, ‘Pulse
code modulation (PCM) of voice frequencies’.

Signaling
between the ITS and the local exchange uses the V5.2 protocol, defined in the
ETSI V5.1 Specification ETS 300 324-1, V 1.2.2, ‘V-Interfaces at the digital
local exchange (LE) - V5.1-Interface (based on 2048 kbit/s) for the support of
access network (AN)’, and ETSI V5.2 Specification ETS 300 347-1, V 2.1.2,
‘V-interfaces at the digital local exchange (LE) - V5.2 interface (based on 2048
kbit/s) for the support of access network (AN)’. Only requirements for PSTN
services apply to Internet FWA.

**2.5.3****ITS
to packet data network**

Internet
FWA requires that the E1 signal from the packet data network must comply with
the framing structure defined in ITU-T G.704 (see above for a detailed
reference). Time-slot zero contains a frame synchronization signal, and the
remaining 31 time-slots are joined together to provide a connection with an
aggregate capacity of 1984 kbit/s.

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Annex D
-Product Specifications
Purchase
and License Agreement for FWA Equipment-December 2004
The
layer-2 tunnel between the ITS and the packet data network uses a protocol stack
consisting of the point-to-point protocol (PPP), Internet protocol (IP), user
datagram protocol (UDP) and the layer-2 tunneling protocol (L2TP). These
protocols are defined as follows:

·
    PPP:
      Internet engineering task force (IETF) STD 51, ‘The point to point
      protocol’
·
    IP:
      IETF RFC 791, ‘Internet protocol’
·
    UDP:
      IETF RFC 768, ‘User datagram protocol’
·
    L2TP:
      IETF RFC 2661, ‘Layer two tunnelling protocol
(L2TP)’

**2.5.4****RDA
to PC**

The RDA
provides a choice of two different serial data standards at the PC-RDA
interface:

·
    Asynchronous
      serial interface (commonly known as RS-232) as defined in
      ANSI/TIA/EIA-232-F-1997, Interface Between Data Terminal Equipment and
      Data Circuit-Terminating Equipment Employing Serial Binary Data
      Interchange, and
·
    Universal
      Serial Bus (USB), using the ‘full-speed’ option, as defined in Universal
      Serial Bus specification, Rev. 1.1 and USB class definitions for
      communications devices, Rev. 1.0.

2.5.5   
Shortly after the introduction of the New F6 RSS unit the RDA will be replaced
with a dongle that will provide the same functionality as the existing RDA
unit.

2.6.**Additional
Specifications**

2.6.1 In
addition to the Product’s Specifications set forth in this Annex D, the Parties
agree to include as part of this Annex D the Product’s Specifications that will
be set forth in the Compact Discs to be named as: (i) Internet Fixed Wireless
Access, MR 14.0.3 “Customer Documentation Suite” and (ii) Internet Fixed
Wireless Access, Maintenance Release MR 14.0.3 System Line Up that will be
delivered with MR14.03 in February 2003.

**2.6.2  New RSS
Unit**

**Summary
of the RSS changes**
The new
Proximity RSS Unit shall have the same form, function and fit of both of the
current RSS Equipment jointly (the F2 and F5 based RSS equipment), pursuant the
specifications provided to Axtel by Airspan and Nortel Networks (as the former
manufacturer). The New RSS Unit will be known as the F6.
The
changes are summarised as follows:

·
    Airspan
      shall supply a single variant of the RSS. In particular, all RTUs will
      contain a packet data interface suitable for interconnection with the
      existing RDA.

·
    The
      48 volt indoor power supply, known as the RPCU, shall be revised to remove
      unused functionality.

·
    The
      RTU environmental specification shall be changed so that the low operating
      temperature limit will be -20 C rather than -40
C.

·
    The
      New RSS will incorporate the original Drop Cable Connector (NTEG
      99GR)

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15
Annex D
-Product Specifications
Purchase
and License Agreement for FWA Equipment-December 2004

**Single
variant RSS**
In
accordance with the Amendment Agreement No2, all New RSS Units will be supplied
with a packet data interface, i.e. the RSS will be ‘packet data ready’. This
will potentially enable Axtel to supply existing subscribers requesting the
packet data service with an RDA or equivalent device without the need for
replacing the RTU.

**48
volt indoor power supply**
It had
been agreed that a revised solution for the indoor power supply will be
supplied. A number of solutions are possible, but relative to the current RPCU,
the following specification changes are included:

·
    Eliminate
      the mains buzzer functionality, which is understood to be disabled by the
      Axtel installation teams.

·
    Remove
      the 2 secondary RJ11 sockets: It is understood that a remote RJ11 Box is
      the preferred Axtel method of installation.

·
    Restrict
      the mains input voltage to Mexican requirements: The current RPCU is
      designed for the global marketplace and operates with input voltages from
      85volts to 270volts ac. The power supply will be redesigned specifically
      to suit Mexican requirements (88volts to 132 volts ac). Output power
      ratings will remain unchanged.

·
    The
      RPCU plastics material will remain essentially unchanged, but will
      incorporate additional spacer/wider lugs and the blanking of the fins to
      reduce the likelihood of Water and Bug.
Should
there be any changes in mechanical form of the power supply, these will be
agreed with Axtel in due course.

**Change
to RTU lower operating temperature limit**
The RTU
environmental specification will be changed so that the low operating
temperature limit will be -20 C rather than -40 C. This is believed to be
acceptable for deployments in Mexico.

**Single
outer sheath drop cable**
For the
avoidance of doubt there will be no change to the existing specification, which
already states the dual outer sheath drop cable.

**F6
support in SR14.2**
The F6
RTU will require a new software image and support for this will be provided in
the SR14.2 system release.


**Others**
A
separate label will be added to the RTU to distinguish between and F6 from other
RTU’s


Page
16



Annex
E
Purchase
and License Agreement for FWA Equipment (Dec 2004)

**Annex
E**


**FWA
Order Procedure**



Page
1
Annex
E
Purchase
and License Agreement for FWA Equipment (Dec 2004)


**ORDER
PROCEDURE**


**1
Purchase Order Procedure**


Airspan
and Axtel agree that a Purchase Order must be issued and delivered in order to
proceed with the supply of any Product or Service for the purposes of this
Agreement.

The
Purchase Order will be issued either according to prices established in Annex F-
FWA Prices - of this Agreement or according to a specific quotation provided by
Airspan for those cases in which the prices are not stated in such Annex.
Airspan is not obliged to quote or deliver any service or material not included
in Annex C - Description of Products.

**1.1
Request for Quotation******


Applicable
for Products and Services not included in Annex C - Description of Products.
Axtel will request the quotation in writing in a mutually agreed format and
containing the following minimum information:

a)
    Supplier
      Part or Service Number if available
b)
    Manufacturer
      Part Number if different to supplier
c)
    Part
      or Service Description
d)
    Quantity
e)
    Unit
      of Measure
f)
    Requested
      Deliver Time or Date
g)
    Delivery
      Location when applicable
h)
    Part
      Number (Serial Profile applicable)


**1.2
Delivery of quotation by Supplier**

Airspan
will provide the quotation in accordance with the terms set forth
below.

The
quotation will be submitted to Axtel ́s Purchasing Department and Strategic
Negotiations Department in writing within a reasonable period of time, depending
on the complexity of the quote referred, duly signed by Supplier Sales
Representative and containing the following information:

a)
    Supplier
      Quotation Number
b)
    Supplier
      Part or Service Number
c)
    Manufacturer
      Part Number if different to Supplier’s
d)
    Part
      or Service Description
e)
    Quantities
f)
    Unit
      of Measure
g)
    Part
      Number (Serial Profile applicable)
h)
    Unit
      Price as defined in Annex F of the Agreement (Price of Unit of a part
      number may be a part of a package or the price when Axtel want to buy
      separate)
i)
    Extended
      Price
j)
    Warranty
      Terms and Conditions if applicable
k)
    Payment
      Terms
l)
    Expiration
      Date
m)
    Delivery
      Time per Item
n)
    Delivery
      Site or Delivery Location when applicable
o)
    Agreement
      Name


Page
2

Annex
E
Purchase
and License Agreement for FWA Equipment (Dec 2004)
**1.3
Submission of Purchase Orders - General**

Axtel
will submit the Purchase Order in accordance with the terms set forth
below

Purchase
Orders shall be submitted in a mutually agreed format or media to the Airspan
Commercial Representative, duly signed by an authorized Axtel representative and
containing the following minimum information:

a)
    Purchase
      Order Number
b)
    Purchase
      Order Date
c)
    Supplier
      Quotation Number if applicable
d)
    Requested
      Delivery Date per each item
e)
    Axtel
      Part Number
f)
    Supplier
      Part or Service Number as per Annex C or quotation
g)
    Manufacturer
      Part Number if different to Supplier when applicable
h)
    Part
      or Service Description
i)
    Quantities
      per each item
j)
    Unit
      of Measure
k)
    Unit
      Price as defined in Annex F of the Agreement
l)
    Extended
      Price
m)
    Billing
      Instructions
n)
    Payment
      Terms as per signed Agreement
o)
    Shipping
      Instructions and Delivery Location
p)
    Agreement
      Name
q)
    Wording
      expressing “Purchase Order 100% binding and
  non-cancelable”
r)
    Wording
      referencing Terms and Conditions to Agreement
signed
s)
    Special
      wording when applicable


Airspan
shall acknowledge receipt in writing of the Purchase Order within five (5)
business days after received.

Airspan
shall accept such Purchase Order in accordance with the terms set forth in
Section 2 of the Agreement.

Page
3

Annex
E
Purchase
and License Agreement for FWA Equipment (Dec 2004)

**1.4
Address and Times for Submission of Purchase Orders******

Purchase
Orders shall be submitted to Airspan Commercial Representative at the following
address:

Guy
Insley
Airspan
Networks Inc
777
Yamato Road,
Suite
105
Boca
Raton
Fl,
33431


In the
event of a change of the address, Airspan will advise Axtel thereof in
writing.

**2
FWA Product Delivery Times******

Product
Delivery times are indicated in Annex J .


**2.1
Product Delivery**

Within
three business days after Final Ship Date:

a)
    Axtel’s
      freight representative shall collect the Products at the Airspan factory
      or designated warehouse, as applicable and shall sign the corresponding
      Freight Bill which will constitute the sole Proof of Delivery (the**“****Product
      Delivery****”**).

b)
    If,
      for whatever reason, the customer’s freight representative does not
      collect the Products within the aforementioned period of three business
      days, Delivery of the products shall be deemed 100% complete (the**“****Product
      Delivery****”**).
      In such case, Proof of Delivery shall be the unsigned Freight
      Bill.


**3****Intentionally
left in blank**

**4
Invoicing******

**4.1
Product Invoicing**


Airspan
will submit the invoice in accordance with the terms set forth in Section 5 of
the Agreement.

Page
4

Annex
E
Purchase
and License Agreement for FWA Equipment (Dec 2004)
Within
the next****five (5)
business days after the delivery by Axtel to Airspan of a Purchase Order which
is in compliance with Section 2 of this Contract, Airspan shall deliver to Axtel
an invoice for one hundred percent (100%) of the purchase price of such
Order.

Airspan’
original invoices will be delivered to Axtel’s Accounts Payable department with
a copy to the Axtel Purchasing representative. Axtel will immediately
acknowledge receipt of invoices by stamping a copy as “received” and returning
it to Airspan.

**4.2
Services Invoicing**

Airspan
shall invoice Axtel for Services in accordance with section 5 of the
Agreement.

**4.3
Invoicing General**

All
invoices shall be issued containing the following minimum information and
requirements:

a)
    Official
      name and address of Axtel as follows:
Axtel
S.A. de C.V.
Blvd.
Diaz Ordaz Km. 3.33 L-1
Col .
Unidad San Pedro San Pedro Garza García, N.L.
México
66215
RFC:
AXT-940727-FP8

b)
    Purchase
      Order Number (s)
c)
    Invoice
      Number
d)
    Invoice
      date
e)
    Supplier
      Quotation Number if applicable
f)
    Supplier
      Part or Service Number if applicable
g)
    Axtel
      part Number.
h)
    Manufacturer
      Part Number if different to Supplier when applicable
i)
    Part
      or Service Description
j)
    Quantities
      per each item
k)
    Unit
      of Measure
l)
    Unit
      Price for Equipment or Services.
m)
    Extended
      Price for Equipment or Services.
n)
    Payment
      Terms
o)
    Delivery
      Location for Services when applicable
p)
    Agreement
      Name
q)
    Supplier
      Name and Address
r)
    Service
      Receipt Acceptance Number or Good Receipt Acceptance Number as
      applicable.

**5
Equipment Shipping Instructions, Shipping Documents****and Goods Receipt.**

All
shipments shall be consigned according to the Purchase Order or Change Order.

Page
5

Annex
E
Purchase
and License Agreement for FWA Equipment (Dec 2004)
Airspan
shall submit a copy of the following documentation via fax to Axtel’s Purchasing
Department immediately after Delivery.

·
    Proof
      of Delivery
·
    Packing
      List.
·
    Packing
      List including the material part number that Axtel and Aisrpan manage with
      a serial number.
·
    Certificate
      of Origin (NAFTA Certificate, if it
applies)
·
    Copy
      of Original Invoice

For
purposes of the Agreement, the Delivery Date of the products shall be deemed the
date on which Airspan delivers via fax to Axtel the documents mentioned
above.

A copy of
the following documentation should be attached to the shipment:

·
    Copy
      of Original Invoice
·
    Packing
      List with product serial number when
applicable
·
    Certificate
      of Origin (NAFTA Certificate, if it
applies)

During
the following ten (10) days after Delivery Date, Axtel shall issue a Goods
Receipt document that shall contain at least the following
information:

·
    Document
      Date
·
    Purchase
      Order Number (s)
·
    Invoice
      Number(s)
·
    Delivery
      Date
·
    Acceptance
      Note and Goods Receipt Number
·
    Refusal
      Note describing the reasons in writing (if applicable) in accordance with
      the terms of the Agreement

If after
ten (10) days from Delivery Date, Axtel has not delivered to Airspan such Goods
Receipt document, it will be deemed that Axtel has accepted the shipment and it
will be deemed that there are no Non-Compliant products in such
shipment.

Partial
deliveries shall only be allowed such as stated in Annex J and section 5.4 of
the Agreement.

**6
Services Acceptance******

In the
event of Services, during the following ten (10) Business Days after completion
of the Services by Supplier, Axtel shall issue a Service Acceptance Notification
to Supplier that should contain at least the following information:

·
    Document
      Date
·
    Purchase
      Order Number
·
    Date
      of Service Completion
·
    Acceptance
      Note and Service Receipt Acceptance Number
·
    Refusal
      Note describing the reasons in writing (if
applicable)

Page
6

Annex
E
Purchase
and License Agreement for FWA Equipment (Dec 2004)
If after
ten (10) Business Days, Axtel has not delivered to Airspan such Service
Acceptance Notification, it will be deemed that Axtel has accepted the provided
Services and Airspan will invoice Axtel.


Page
7

Annex F -
Prices
Purchase
and License Agreement for FWA Equipment (December 2004)

**Annex
F**


**FWA
Prices**












Page
1
Annex F -
Prices
Purchase
and License Agreement for FWA Equipment (December 2004)**Annex
F**
**FWA
Prices**

**1.0****Document
Scope.**


This
document details the definition and pricing of the FWA equipment to be supplied
by Airspan to AXtel as per the “FWA Supply Agreement”. All prices are in US
dollars. CIP for RSS & RIS are quoted as @ Airspan American consolidation
warehouse for Mexico (currently Texas, USA). Ex-works terms for RBS & FET
are quoted @ Airspan RBS manufacturing site (currently Dumfermline Scotland) and
Ex-works terms for REM are quoted @ Airspan REM integration site (currently
Dumfermline Scotland).

**2.0**
    **Customer
      Premise Equipment Kits.**


**2.1****Customer
Premise Equipment Kits (CPE).**


An F5 RSS
Kit is defined as follows for Orders for Delivery from April 1st2005
(RDA Kit excluded):

**PEC**
    **Description**
    **Qty.**
    **Ext.
      Price CIP USD**NTEG18DA
    F5
      RTU
    1NTEG12FA
    RPCU
    1A0636762
    RPCU
      Battery
    1NTEG12CL
    RPCU
      Power Cord
    1NTEG12FB
    RPCU
      Safety Booklet
    1NTEG99JE
    Drop
      Cable (500m)
    0.04NTEG99GR
    Drop
      Cable Connector (50)
    0.02NTEG99CZ
    Drop
      Cable Connector Pins (500)
    0.02[*]

Prior to
Orders for Delivery from****April
1st2005, an
F5 Kit includes the RDA at a price of $[*]

An F5v2
Analog RSS Kit is defined as follows, with pricing effective for Orders for
Delivery from 1stApril
2005:

**PEC**
    **Description**
    **Qty.**
    **Ext.
      Price CIP USD**NTEG18DB
    F5v2
      Analog RTU
    1NTEG12FA
    RPCU
    1A0636762
    RPCU
      Battery
    1NTEG12CL
    RPCU
      Power Cord
    1NTEG12FB
    RPCU
      Safety Booklet
    1NTEG99JE
    Drop
      Cable (500m)
    0.04NTEG99GR
    Drop
      Cable Connector (50)
    0.02NTEG99CZ
    Drop
      Cable Connector Pins (500)
    0.02[*]

Prior to
Orders for Delivery from April 1st2005
F5v2 Analog RSS Kit price is $[*]

Page
2
Annex F -
Prices
Purchase
and License Agreement for FWA Equipment (December 2004)
An F6
Single Model RSS Kit is defined as follows pricing effective Orders for Delivery
from****1stApril
2005

**PEC**
    **Description**
    **Qty.**
    **Ext.
      Price CIP USD**NTEG19DE
    F6
      RTU
    1NTEG12FA
    RPCU
    1A0636762
    RPCU
      Battery
    1NTEG12CL
    RPCU
      Power Cord
    1NTEG12FB
    RPCU
      Safety Booklet
    1NTEG99JE
    Drop
      Cable (500m)
    0.04NTEG99GR
    Drop
      Cable Connector (50)
    0.02NTEG99CZ
    Drop
      Cable Connector Pins (500)
    0.02**$**[*]

An RDA
Kit for Orders for Delivery from****1stApril
2005 is defined as follows:

**PEC**
    **Description**
    **Qty.**
    **Ext.
      Price CIP USD**NTEG18FA
    RDA
      or Dongle
    1Right
      to use fee of PD functionality included**$**[*]

**2.2****Installation
Brackets for any type of RSS.**

**Compact
Mounting Bracket**

**PEC**
    **Description**
    **Qty.**
    **Ext.
      Price CIP USD**NTEG19AJ
    Compact
      Mounting Bracket (10)
    1NTEG99DC
    Mounting
      Coach Screw (200)
    0.015NTEG99DD
    Washer
      M8 (200)
    0.015NTEG99DE
    Frame
      Fixing(200)
    0.015**$**[*]

Page
3
Annex F - Prices
Purchase and License Agreement for FWA Equipment (December 2004)


3.0Radio
Basestation Kits

Discrete
Radio Basestation Configurations.

The
following configurations and the associated pricing for Orders for Delivery
after December 31st2004 are
representative of a typical installation of RBS Kits. Specific installations may
require variations on these definitions for which the vendor will provide
revised pricing quotations at that time.

**PEC**
    **Description**
    **18b
      RBS**
    **27b
      RBS**NTED4575
    Transceiver
      Processor Module
    5
    7NTEG72AD
    Transceiver
      Baseband Module Combining Diversity
    5
    7NTEG77EC
    Transceiver
      Masthead Unit Kit
    6
    9NTEG97PC
    Antenna
      to TMU 4m Cable
    6
    9NTEG94BD
    1M
      Pre-Fit Cabinet
    1
    2NTEG63AA
    Transceiver
      Timer Module
    0
    0NTEG73AA
    Network
      Management Module
    0
    0NTEG99CJ
    TMU
      to Cabinet IF 1/2” cable (500m)
    0.6
    0.9NTEG91BA
    1/2”
      IF Cable Connector Kit
    6
    9NTEG99CE
    TMU
      to Cabinet Power cable (500m)
    0.6
    0.9NTEG93AA
    Power
      Cable Connector Kit
    6
    9NTEG99CA
    TMU
      to Cabinet Data Cable (500m)
    0.6
    0.9NTEG92AA
    Data
      Cable Connector Kit
    6
    9NTEG97NE
    60
      Degree Vertical Polarization Antenna
    0
    0NTEG97ME
    120
      Degree Vertical Polarization Antenna
    6
    9NTEG94PA
    120
      0hms primary E1 Cable
    1
    2**Ex-Works
      Price USD**
    **$**[*]
    **$**[*]

For
clarity, NTEG94BD (1M Pre-Fit Cabinet) and NTEG77EC (Transceiver Masthead Unit
Kit) are defined as follows:

**NTEG94BD
      1M Pre-Fit Cabinet****PEC**
    **Description**
    **Qty.**NTED4575
    TRANSCEIVER
      PROCESSOR MODULE
    1NTEG63AA
    TRANSCEIVER
      TIMER MODULE
    2NTEG72AD
    TRANSCEIVER
      BASEBAND MODULE COMBINING DIVERSITY
    1NTEG73AA
    NETWORK
      MANAGEMENT MODULE
    1NTEG7762
    CABINET
      CABLE SET TYPE 2
    1NTEG74BA
    OVER-VOLTAGE
      PROTECTION MODULE
    3NTEG76BA
    ITS
      FAN TRAY ASSEMBLY
    1NTEG76CC
    SECONDARY
      DC BREAKER RACK FILTERED
    1NTEG76FB
    I.T.S
      Basestation DIVERSITY SUB RACK
    1NTEG76GA
    I.T.S
      U.K MAINTENANCE PORT ASSEMBLY
    1NTEG94AN
    1.0M
      CABINET FLOOR MOUNTING PLINTH
    1NTEG94FA
    ALARM
      CONNECTOR BLOCK
    1NTEG94QA
    1.0M
      INTERNAL I.T.S. CABINET
    1

Page
4
Annex F -
Prices
Purchase
and License Agreement for FWA Equipment (December 2004)
****

**3.1****PDS
Upgrade Configurations.**

The
following configurations and the associated pricing are representative

**PEC**
    **Description**
    **PDS
      Upgrade**NTEG71HA
    Transceiver
      processor Module - Packet Data
    2N/A
    Packet
      Data Software Activation Fee
    1**Ex-Works
      Price USD**
    **$**[*]

**4.0****FWA
Software**

**PEC**
    **Description**
    **Qty.**
    **Ex-Works
      Price USD**N/A
    RMT
      Data Software Activation Fee
    1
    **To
      be Quoted**

**5.0****FWA
OA&M Equipment.**

**5.1****Field
Engineering Terminal (FET).**

Choose
one of the following.
**PEC**
    **Description**
    **Qty.**
    **Ex-Works
      Price USD**NTEG30AN
    FET
      System Complete (LINUX)on Panasonic CF27
    1
    **$**[*]NTEG30AF
    LINUX
      FET Software Application Kit for Panasonic CF27
    1
    **$**[*]

**5.2****Residential
Installation System (RIS).**

**Survey
& Maintenance Kit**

**PEC**
    **Description**
    **Qty.**NTEG24BF
    100
      MHz Generic Survey Kit
    1NTEG10DCBV
    RSS
      Installation Sub-Set Documentation
    1P0872025
    Large
      Belt
    1NTEG24BE
    RTU
      SAK/Handle Pole Kit (5.5m extension kit)
    1NTEG22EB
    RTU
      SAK/Handle Assembly
    1A0734347
    GPS
    1A0658055
    Linesman
      Phone U.S.
    1NTEG24AA
    100MHz
      Generic Maintenance Kit
    1NTEG21ND
    PSA
      Mains Adapter U.S.
    1A0745625
    RMT
      Mains Adapter U.S.
    1A0657248
    Modem
    1A0655833
    Multimeter
    1NTEG21PB
    Vehicle
      charging Cable
    1A0743766
    RMT
      Docking Holster
    1**CIP**
      **Price
      USD**
    
    **$**[*]



Page
5
****
Annex F -
Prices
Purchase
and License Agreement for FWA Equipment (December 2004)
**5.3****Radio
Element Manager (REM).**

The
following configuration is based on the original Model 3 REM but includes
additional functionality upgrades that were introduced during the previous
contract.

**Description**
    **Qty.**NTEG43AC
    HP
      Unix Server
    1NTEG41GD
    HASS
      Functionality
    1NTEG41GE
    Dual
      Processor Functionality
    1NTEG43AA
    HP
      Client Workstation
    1NTEJ40BN
    Radio
      Element Manager Software Platform
    1NTEG42BC
    Network
      Hub 16 Slot Chassis,Fantray,Hipernmc, Dual Psu
    1NTEG42FB
    HyperARC
    1NTEG42GM
    Quad
      Modem Card With S/Ware Type 1
    1NTEG43AD
    Unix
      Server annual support
    1NTEG43AB
    Client
      Workstation annual support
    1NTEJ40GC
    Remedy
      ARS Support
    1NTEJ40JC
    Oracle
      RDBMS Support
    1A0743702
    Openview
      SW Support
    1NTEG42KA
    Network
      Hub Annual SW Maintenance
    1A0743715
    SW
      support CLEO
    1**Ex-Works
      Price USD**
    
    **$**[*]


**6.0****FWA
Equipment Spares.**

**PEC**
    **Description**
    **Qty.
      Per**
    **Ex-Works
      Price USD**NTED4575
    Transceiver
      Processor Module
    1
    [*]NTEG72AD
    Transceiver
      Baseband Module Combining Diversity
    1
    [*]NTEG77EC
    Transceiver
      Masthead Unit Kit
    1
    [*]NTEG97PC
    Antenna
      to TMU 4m Cable
    1
    [*]NTEG76BA
    I.T.S.
      Fan Tray Assembly
    1
    [*]NTEG76CC
    Secondary
      DC Breaker Rack Filtered
    1
    [*]NTEG76FB
    I.T.S
      Basestation Diversity Sub Rack
    1
    [*]NTEG76GA
    I.T.S
      U.K. Maintenance Port Assembly
    1
    [*]NTEG94QA
    1.0M
      Internal ITS Cabinet
    1
    [*]NTEG74BA
    Over
      Voltage Protection Module
    1
    [*]NTEG63AA
    Transceiver
      Timer Module
    1
    [*]NTEG73AA
    Network
      Management Module
    1
    [*]NTEG99CJ
    TMU
      to Cabinet IF 1⁄2” Cable
    500m
    [*]NTEG91BA
    1⁄2”
      IF Cable Connector Kit
    1
    [*]NTEG99CE
    TMU
      to Cabinet Power Cable
    500m
    [*]NTEG93AA
    Power
      Cable Connector Kit
    1
    [*]NTEG99CA
    TMU
      to Cabinet Data Cable
    500m
    [*]NTEG92AA
    Data
      Cable Connector Kit
    1
    [*]NTEG97ME
    120
      Degree Vertical Polarization Antenna
    1
    [*]NTEG97MF
    120
      Degree Horizontal Polarization Antenna
    1
    [*]NTEG97NE
    60
      Degree Vertical Polarization Antenna
    1
    [*]NTEG97NF
    60
      Degree Horizontal Polarization Antenna
    1
    [*]NTEG97NG
    40
      Degree Vertical Polarization Antenna (For orders of less than 120
      units)
    1
    [*]NTEG97NH
    40
      Degree Horizontal Polarization Antenna (For orders of less than 120
      units)
    1
    [*]NTEG97NG
    40
      Degree Vertical Polarization Antenna (For orders of more than 120
      units)
    1
    [*]NTEG97NH
    40
      Degree Horizontal Polarization Antenna (For orders of more than 120
      units)
    1
    [*]NTEG71HA
    Transceiver
      Processor Module - Packet Data
    1
    [*]


Page
6
****
Annex F -
Prices
Purchase
and License Agreement for FWA Equipment (December 2004)
**PEC**
    **Description**
    **Qty.
      Per**
    **Ext.
      Price CIP USD**NTEG18DA
    F5
      RTU
    1
    [*]NTEG19DE
    F6
      RTU
    1
    [*]NTEG18FA
    RDA
      Kit or Dongle
    1
    [*]NTEG12FA
    RPCU
    1
    [*]A0636762
    RPCU
      Battery
    1
    [*]NTEG12CL
    RPCU
      Power Cord
    1
    [*]NTEG12FB
    RPCU
      Safety Booklet
    1
    [*]NTEG99JE
    Dual
      Jacket Drop Cable
    500m
    [*]


**PEC**
    **Description**
    **Qty.
      Per**
    **Ext.
      Price CIP USD**NTEG99GY
    Dual
      Jacket Drop Cable Connector
    50
    [*]NTEG99CZ
    Drop
      Cable Connector Pins
    500
    [*]NTEG17DA
    F2
      RTU or Substitute
    1
    [*]

For
spares Orders greater than $100,000.00 a discount of[*]% will be
offered on all RBS equipment.



Page
7
Annex G -
Warranty Services
Purchase
and License Agreement for FWA Equipment (December 2004)
**ANNEX
G**


**WARRANTY
TERMS AND SERVICES**Page
1
Annex G -
Warranty Services
Purchase
and License Agreement for FWA Equipment (December 2004)


**PURCHASE
AND LICENSE AGREEMENT FOR FWA EQUIPMENT**

**ANNEX
G**

This is
the Annex “G” of the Purchase and License Agreement for FWA Equipment, dated as
of December 28, 2004 (the**“****Agreement****”**),
entered into by and among Airspan Communications Limited (**“Airspan”)**, and
Axtel, S.A. de C.V. (“**Axtel**”).

**PART
ONE - WARRANTY TERMS**

THE
WARRANTIES EXPRESSLY SET FORTH IN THIS ANNEX “G” CONSTITUTE THE ONLY WARRANTIES
MADE BY AIRSPAN WITH RESPECT TO THE PRODUCTS. SUCH WARRANTIES ARE IN LIEU OF ALL
OTHER WARRANTIES AND CONDITIONS, WHETHER STATUTORY, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.

1.1
    Airspan
      warrants that the Products will be free from defects in materials and
      workmanship and will function substantially in accordance with the
      applicable specifications during the warranty period of twelve (12) months
      from the respective Delivery Date (“Warranty Period”).

1.2
    Airspan
      undertakes to promptly remedy pursuant the terms set forth in this Annex
      “G” all defects discovered in the Products within the Warranty Period and
      properly notified to Airspan in accordance with this Section. Repaired or
      replaced Products shall have a new warranty period of 180 days from the
      date of delivery to Axtel or up to the end of the original Warranty
      Period, whichever is longer.

1.3
    Subject
      to the said Warranty Period(s), Airspan warrants that the Products, and
      any part thereof, will comply and function in accordance with the
      specifications set forth in**Annex
      “D”**of
      the Agreement and all of the requirements of the
  Agreement.

1.4
    If
      an item of Product is or becomes defective during its Warranty Period,
      Airspan will at its option either repair or replace the item. In the event
      Airspan determines that repair or replacement as set forth in this Annex G
      cannot be made using commercially reasonable efforts (which determination
      shall be made within thirty (30) days after Airspan receives written
      notice from Axtel) Airspan will give Axtel a credit equal to the purchase
      price paid by Axtel for the Product, provided that Axtel has returned such
      Product to Airspan.

1.4 .1
    Axtel
      must return each defective item to Airspan, at an address to be advised by
      Airspan, no later than sixty (60) days after the end of its Warranty
      Period. When Axtel is required to return a defective Product to Airspan
      for warranty service, Axtel agrees to ship it prepaid and suitably
      packaged to the location designated by Airspan. In making such return,
      Axtel will comply with the procedures specified in Part Two of this Annex
      G. Airspan will repair or replace such defective item at no additional
      charge to Axtel and return, at its own cost, the repaired or replacement
      item to Axtel’s address specified in the PO, together with the appropriate
      documentation required for such shipment and return shipment thereof.
      Airspan shall be responsible for loss of, or damage to, Product while it
      is (y) in Airspan’s possession, or (z) in transit back to Axtel. Title to
      each replacement item will pass to Axtel on payment in full for the
      replacement item or, if no payment is due, on receipt by Axtel.


Page
2

Annex G -
Warranty Services
Purchase
and License Agreement for FWA Equipment (December 2004)
1.5
    No
      warranty is provided for: (i) supply items normally consumed during
      Product operation; (ii) failures caused by non-Airspan products; (iii)
      failures caused by a Product’s inability to operate in conjunction with
      other Axtel hardware or software different from the Third Party Vendor
      Items provided by Airspan under this Agreement; or (iv) performance
      failures resulting from improper installation and maintenance or Axtel’s
      use of unauthorized parts or components.

The
warranty will be voided by misuse, accident, damage, alteration or modification,
failure to maintain proper physical or operating environment, use of
unauthorized parts or components or improper Axtel maintenance. Software is not
warranted to operate uninterrupted or error free. The performance by Axtel,
directly or indirectly, of the installation, engineering, commissioning, network
design, support and maintenance of FWA Products by skilled personnel in
accordance with the Airspan Procedures shall not invalidate the warranty
provided hereunder.

1.6
    Airspan
      covenants that it has good title to all hardware (including Third Party
      Hardware) to be delivered hereunder and that Airspan shall convey to Axtel
      good title to the hardware free from any and all liens, encumbrances or
      third party rights whatsoever in accordance with the Agreement. In
      addition, Airspan covenants that it is entitled to grant Axtel the right
      to use the Software free from any and all liens or encumbrances whatsoever
      in accordance with the Agreement.

1.7
    The
      warranty and/or the extended warranty shall not be affected if Axtel
      connects to the Products, software or hardware from other suppliers if
      such suppliers’ hardware or software complies with international
      telecommunications standards and Axtel is current with Products software
      loads, provided that such current Product software load is required for
      the correct interoperability between such hardware and software.

1.8
    Airspan
      shall provide the hardware repair and shipping instructions for all the
      parts of the Products to be supplied to Axtel by Airspan under and in
      accordance with this Agreement. The Technical Assistance (7x24) and Repair
      & Return Services shall be provided during the Warranty Period as
      detailed in Part Two of this Annex “G” and is included in the prices of
      the Products set forth in Annex “F”.Page
3
Annex G -
Warranty Services
Purchase
and License Agreement for FWA Equipment (December 2004)


**PURCHASE
AND LICENSE AGREEMENT FOR FWA EQUIPMENT**

**ANNEX
G**

**PART
TWO - WARRANTY SERVICES**


**1.0**
    **SERVICES
      SUMMARY**

For
Products covered by the warranty given under Part 1 of this Annex G during the
Warranty Period, Airspan will:


·
    Provide
      Remote Technical Assistance (as defined below) to assist Axtel in the
      diagnosis of hardware failures of any Product supplied by Airspan under
      this Agreement.


·
    Repair
      or replace a defective Field Replaceable Unit (“FRU”).
      If an FRU becomes defective during the Warranty Period, and provided it
      has been returned to Airspan in accordance with section 1.4 of Part One
      above, Airspan will repair and deliver the FRU to Axtel within 60 days
      following receipt by Airspan of the defective
FRU.


***Note:****Axtel will maintain its own stock of spares at levels sufficient to cover
requirements within timeframes consistent with Axtel’s quality of service
objectives.*


Airspan
will register and manage requests for Remote Technical Assistance and for FRU
replacement during normal business days and hours in the location where the
service is being performed.

The
following specific warranty services (“Services”) will
be provided by Airspan under Part 2:

**1.1****Technical
Assistance Service during Warranty Period**

**1.1.1**During
the Warranty Period, Airspan will provide Remote Technical Assistance (as
defined below) to assist Axtel in the diagnosis of hardware failures.
Specifically, Airspan will  provide the following deliverables in this
regard:


·
    Airspan
      technicians and engineers will provide support primarily by remote means
      (“Remote
      Technical Assistance”).
      In a collaborative effort with Axtel’s technical staff, these personnel
      will attempt to diagnose and resolve issues related to the hardware
      supplied by Airspan as explained in this service description.

·
    Where
      telephone support, remote diagnosis, and all other means of restoring
      product operation have failed, Airspan will, upon Axtel’s request, and if
      Airspan determines that on-site support is necessary and appropriate, at
      Airspan’s expense, dispatch a trained and qualified technical expert to
      Axtel’s premises to facilitate further
diagnosis.


Page
4

Annex G -
Warranty Services
Purchase
and License Agreement for FWA Equipment (December 2004)
·
    Should
      Airspan determination that on-site support is not necessary, Axtel will
      nevertheless have the right to require on site support from Airspan,providedthat such on site support required by Axtel shall be at Axtel’s cost
      unless it is agreed in writing that it was necessary for such support to
      be provided on site.

**1.1.2****Axtel
Responsibilities for receipt of Remote Technical Assistance**

To receive
Remote Technical Assistance, Axtel will be required to:


·
    Confirm
      that the products have been installed and commissioned and are used and
      maintained by knowledgeable and skilled people in accordance with Airspan
      Procedures.


·
    Replace
      hardware components during diagnosis or as remedial
    actions.


·
    Generate
      performance/availability reports and associated trend
      analysis.


·
    Gather
      data in a timely manner in support of Airspan’ diagnostic process when
      reasonably within the technical competency of
Axtel.


·
    Identify
      issues requiring hardware replacement


·
    Perform
      software upgrades and/or patch applications


·
    Provide
      connectivity in a timely manner to the Product(s) for Airspan to establish
      a data link for use by Airspan technical support group in order to conduct
      remote diagnosis and maintenance. Axtel and Airspan technical personnel
      will agree on the appropriate type of data link based on network equipment
      and configuration as well as the appropriate security measures to prevent
      unauthorized access. Axtel will be solely responsible for security of the
      network. Airspan will not connect to Axtel’s network without prior
      authorization and such connection will be solely to provide technical
      support.


·
    Excuse
      Airspan from fault resolution for a period equal to such failure or delay,
      should Axtel fail or cause delay in providing
  connectivity


·
    Designate
      and make available competent personnel to aid in problem diagnosis and
      provide electronic access to the affected Product(s) to aid in problem
      investigation and resolution for all incidents. Axtel personnel shall be
      available to work with Airspan’s technical expert during all the process
      for Remote Technical Assistance.


·
    Implement
      its internal escalation process in order to inform all the necessary
      contacts at Airspan.


**·**
    Maintain
      such support agreement(s) with third-party supplier(s) for such product(s)
      other than Products, as Axtel sees fit.


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Annex G -
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Purchase
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**·**
    Exhaust
      internal troubleshooting processes with first-level its Operations,
      Administration, and Maintenance (“OA&M”)
      functions. First-level support includes, but is not limited to:


-
    Performing
      day-to-day maintenance and network
operations


-
    Monitoring
      network and system alarms


-
    Performing
      diagnosis in accordance with instructions provided by Airspan and carrying
      out initial remedial actions, including remote
diagnosis


-
    Operating
      and controlling Axtel’s internal help desk for logging and tracking fault
      inquiries, prioritizing events, and escalating, as required, to the
      Airspan technical support group


-
    Providing
      local time templates and historical actions performed on each event as
      reference information to the Airspan technical support group
    .


**1.1.3****Technical
Assistance Services Assumptions**

For
Remote Technical Assistance the following assumptions will apply:

**·**
    2nd& 3rdLevel Technical Support Services will be provided by Airspan at its cost
      and expense during the Warranty Period to the Hardware elements covered by
      the warranty.


·
    In
      the event that Axtel fails to comply with its responsibilities described
      in section 1.1.2 of Part Two, Airspan will advise Axtel in writing of its
      non-compliance. Airspan and Axtel may then agree upon services to be
      provided at the then-current time-and-materials basis published by Airspan
      plus any travel and living expenses
incurred


·
    Services
      provided by Airspan under this Annex G are warranted in accordance with
      Section 6.3 of this Agreement.


·
    Airspan,
      or a skilled, qualified third-party authorized by Airspan, will furnish
      these Services.


**1.1.4****Exclusions**

The
following exclusions will govern the provision of Remote Technical
Assistance:

·
    Software
      provided by Airspan under this Agreement has no
  warranty.


·
    Providing
      advice on how to detect and resolve network-related
    problems


·
    Diagnosing
      issues related to Airspan Products interfacing with non-Airspan
      products


*·*
    Analyzing
      trace / log / dump / Operational Measurement (“OM”)
      information

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Annex G -
Warranty Services
Purchase
and License Agreement for FWA Equipment (December 2004)

*·*
    Emergency
      Recovery


·
    Airspan
      is not responsible for supporting non-Airspan supplied third-party
      product(s). Axtel will be responsible for maintaining support agreements
      with the OEM/third-party supplier for such
product(s).


·
    No
      warranty is provided for Product failures caused by events specified in
      Part One - sections 15 and 1.6.


·
    Airspan
      support obligations are expressly conditional upon the Products not being
      (i) subject to unusual mechanical stress or unusual electrical or
      environmental conditions; (ii) subject to misuse, accident or disaster
      including without limitation, fire, flood, water, wind, lightning or other
      acts of God; or (iii) altered or modified unless performed or authorized
      by Airspan


·
    Products
      which have not been installed and commissioned by appropriately skilled
      and trained personnel using Airspan Procedures are excluded from the
      warranty.


·
    Remote
      Technical Assistance will not be provided during installation and/or
      commissioning processes.


**1.2****Return
and Replace Service**

Airspan
Networks will register and manage requests for Return and Replace service during
Airspan’ normal business days and hours in the location where the service is
being performed.

Upon
receiving Axtel’s request, Airspan will allocate a part request number (also
known as a Return Material Authorization number) to each FRU to be replaced and
will notify Axtel in writing of the relevant part request number.

Following
allocation of the part request number(s) Airspan will repair or replace the unit
and will deliver the repaired unit or an equivalent to Axtel within 60 days of
receipt by Airspan at the place where the repair or replacement is carried out
(the**“****R&R
Time Limit****”**).

On-site
repair and on-site replacement services by Airspan are not included with the
Return and Replace Service.

**1.2.1****Like
for Like Replacement**

Airspan,
at its own cost and expense, shall provide within 60 days after the Effective
Date of this Agreement and maintain in Axtel warehouses to be notified to
Airspan in writing the following amount of Products (the**“Stock****Products****”**):

**Ref**
    **Part
      Number**
    **Description**
    **Quantities**1
    NTEG72AD
    TBM
    162
    NTEG77EC
    TMU
    163
    NTED4575
    TPM
    84
    NTEG63AA
    TTM
    85
    NTEG73AA
    NMM
    46
    NTEG74BA
    OVPM
    127
    NTEG71HA
    TPM-PD
    12


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Annex G -
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Purchase
and License Agreement for FWA Equipment (December 2004)
These
Stock Products shall be kept by Axtel in its own facilities in México and Axtel
shall manage such Stock Products at its sole discretion to create a replacement
process for damaged parts as a “Like for Like” replacement process.

The
Parties hereby agree that Airspan shall be obligated to increase the Stock
Products by one piece of the respective part number, if Airspan is more than
five (5) days late under section 1.2 of Part Two above, in the repair and return
of such part (this shall be accounted by pieces).

**1.2.2****Axtel
Responsibilities for Return and Replace Services**

Axtel
will be required to:

·
    Pay
      the expense of shipping a defective FRU to Airspan’s warehouse or logistic
      center defined for this purposes.


·
    Use
      the specifically-assigned part request number(s) provided by Airspan and
      include completed Airspan Fault Report Forms when returning any
      FRU


·
    Adhere
      to Airspan’ packing instructions (including anti-static precautions) when
      returning the defective unit. The packing instructions will be included
      with the return instructions accompanying the replacement
    FRU


·
    Put
      the replacement FRU into service once it has been returned by Airspan to
      Axtel.


**1.2.3****Assumptions
for Repair Services**

The
following assumptions will govern the provision of repair Services for Products
covered by the warranty in the Warranty Period:

·
    Airspan
      will incur the expense of shipping the repaired unit or the replacement
      unit to Axtel using a method and carrier selected by Airspan. Airspan is
      responsible for loss of, or damage to, an FRU while it is in Airspan’
      possession or in transit to Axtel, as well as to pay all applicable
      duties, taxes, and other charges associated with the importation of the
      repaired or replacement FRU into the country of destination.


·
    Unless
      required for operational reasons and agreed upon with Airspan, the
      replacement FRU will be at the then-current hardware and firmware release
      levels as they are made Generally Available (GA) by Airspan. Upon a
      specific request of Axtel for repair of a quantity of RTUs with a specific
      software release version, the parties will work together to define a
      mutually agreeable process to satisfy such specific request, provided that
      such a process does not cause Airspan to incur any out of pocket expenses
      or material additional cost.

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Annex G -
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Purchase
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·
    Warranty
      on FRU repaired by Airspan shall be limited to one hundred and eighty
      (180) days from delivery of the repaired FRU or to the end of the original
      warranty period, whichever is longer.


·
    The
      defective FRU returned to Airspan becomes the property of Airspan and,
      subject to Airspan’ receipt of the defective FRU, its replacement becomes
      Axtel’s property.


·
    Airspan
      reserves the right to reject the return of any FRU that does not clearly
      display the specific part request Return Material Authorization
      (“RMA”)
      number or does not include the associated completed Airspan fault report
      forms.


·
    Airspan
      will from time to time assess Products offered and supported. The
      assessment will be based on technology, market development, product
      deployment, and support requirements and may identify certain Products
      that will be discontinued. Airspan reserves the right to terminate any
      service purchased by Axtel for products that have been discontinued.
      Subject to the terms and conditions of the FWA PLA, continued support for
      any discontinued products beyond the effective date of discontinuance may
      be provided in accordance with the terms and conditions as stated in the
      FWA PLA.


·
    The
      service will be furnished by Airspan or a party authorized by Airspan.


·
    As
      part of the repair service, Airspan will monitor all faulty product
      returns for No Fault Found (“NFF”)
      from Axtel. All repair cases resulting in “no fault found” will not be
      charged to Axtel.In
      the event that such Product presents again in the field within 180 days of
      return date the same failures as noticed by Axtel, Airspan shall repair or
      replace, within 60 days of receipt of the FRU, such Product at its cost
      and expense.


·
    If,
      in the judgment of Airspan, the returned FRU has been damaged by misuse,
      accident, modification or failure to maintain the proper physical or
      operating environment or improper maintenance by Axtel, then Airspan will
      return the defective un-repaired FRU to Axtel at Axtel’s
      expense.


·
    It
      is critical that Axtel regularly ship all defective Products to Airspan,
      as and when defects are detected, to avoid the accumulation of defective
      Products that will impact Airspan's ability to meet the target turnaround
      times.


·
    In
      the case of Product replaced at Airspan discretion, and which would be
      returned with a different Serial Number to Axtel, the proper documentation
      shall be provided by Airspan for Axtel’s asset controls to evidence which
      serial number is replaced.


**1.2.4****Exclusions
to Repair Services**

The
following exclusions will govern the delivery of repair Services:

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9
Annex G -
Warranty Services
Purchase
and License Agreement for FWA Equipment (December 2004)
·
    Airspan
      support obligations are expressly conditional upon the products not being
      (i) subject to unusual mechanical stress or unusual electrical or
      environmental conditions; (ii) subject to misuse, accident or disaster
      including without limitation, fire, flood, water, wind, lightning or other
      acts of God; or (iii) altered or modified unless performed or authorized
      by Airspan.


·
    Repair
      Services are not offered on Airspan holidays observed in the region where
      the service is being performed.


·
    Additionally,
      repair Services do not include Emergency Repair Support (also known as
      Emergency Part Dispatch).


·
    Root-cause
      analysis, the provision of fault reports, lead-time/performance metrics,
      or hardware upgrades


·
    Those
      exclusions identified in Section 1.5 and 1.6 of Part One of this Annex
      “G”.Software
      is not warranted to operate uninterrupted or error free.

**2.0****GENERAL**


**2.1****Holidays
Observed by Airspan**

Please
refer to your local Airspan representative to get information of Local National
Holidays observed atAxtel’s
location.


**2.2****Call
Center Access for Technical Support**

The
Airspan Call Center will function as a single point of contact for the receipt
of all support calls and inquiries. The remote support effort will begin with a
telephone call and will continue with the appropriateactions
to be taken according to Airspan Case Severity Classifications.

In
accordance with*Table
2-R*below,
the Call Center will register and manage requests for Remote Technical
Assistance during normal business days (M-F) and hours (9:00-18:00 hrs),
excluding holidays for Business Critical, Major and Minor Severity Problems and
for E1 and E2 Severity Problems the Call Center will be available 24 hours a
day, 365 days a year. General provisions for accessing Technical Assistance
services include:



·
    Airspan
      may, where applicable, also provide a customer with the ability to open,
      view, and modify cases directly within the Airspan case-tracking system
      via.
      The customer will bear telecommunication facility charges and/or long
      distance toll chargeswith
      access to


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Annex G -
Warranty Services
Purchase
and License Agreement for FWA Equipment (December 2004)
**·**
    Where
      toll-free access is not available, Axtel will bear telecommunication
      facility charges and/or long distance toll charges for access to the Call
      Center


*·*
    All
      cases are logged into the Airspan case-tracking system. The case is
      time-stamped and a case reference number allocated. Furthermore, Airspan
      will request that Axtel agree to a case priority level


*·*
    E1
      and E2 priority cases are to be reported by telephone
  only


·
    Axtel
      to escalate a case to higher levels of management within Airspan, in
      accordance with the escalation table in section
2.2.5.


**2.2.1****Airspan
Technical Support Services Call Process**

When
calling Airspan for Technical Assistance or Emergency Recovery, Axtel’s
representative will be asked to provide the following information:

1.
    Company
      name


2.
    Caller
      name and phone number


3.
    Personal
      Identification Number (PIN) or a unique Axtel Purchase Order number or
      credit card number, if a PIN has not been
issued.


4.
    Site
      Location/Site ID


5.
    Product
      on which the problem is being reported


6.
    Problem
      description and severity


A Call
Center agent will generate a Case Reference Number (CRN), which will be provided
to Axtel****for
tracking the case. An Airspan technician will then team with Axtel’s
representative to resolve the reported issue.

**2.2.2 **Call
Center Phone Numbers****

Axtel
sites in Latin America will access the Airspan technical support organizations
by calling:

Tel:
+ (1)561
893-8679
email: from the Airspan Web
Site :://www.airspan.com/Ultra/ContactForm/supportform.asp


**2.2.3****Technical
Support Response Times**

Once
Axtel has opened a CRN at the Airspan’ Call Center and depending on the Severity
Classification, an Airspan Technical Support (NTS) Engineer will contact Axtel’s
representative as per the terms set forth in*Table
2-R*below.
****

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Purchase
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**2.2.4****Technical
Support Case Priority**

The
definitions in this Section 2.2.4 are generic and shall apply to the limited
extent that this Annex G covers Hardware warranty only. Problem reports will be
classified as set forth in the tables below.
**TL9000
      Severity Classification**
    **Airspan
      Case Priority & Definition**
    **Examples****Critical**
    **E1**
      
      Problems
      that severely affect service, capacity/traffic, billing and maintenance
      capabilities and require immediate corrective action, regardless of time
      of day or day of the week.
    ØTotal
      or partial network element outage
      
      ØA
      reduction in capacity or traffic handling capability such that expected
      loads cannot be handled
      
      ØFailure
      resulting in dynamic routing, switching capability or transport
      loss
      
      ØAny
      loss of safety or emergency capability (e.g., emergency calls such as 911
      in North America)
      
      ØLoss
      of the system’s ability to perform automatic system
      reconfiguration
      
      ØInability
      to restart the system
      
      ØLoss
      of billing/accounting capability
      
      ØCorruption
      of billing or system databases that requires service affecting corrective
      actions
      
      ØOther
      problems that severely affect service, capacity/traffic, billing, and
      maintenance capabilities or are jointly viewed by Airspan and Axtel as
      critical

**TL9000
      Severity Classification**
    **Airspan
      Case Priority & Definition**
    **Examples****Major**
    **E2**
      
      Problems
      that result in potential service degradation and/or total outage. Serious
      situation not involving service degradation in a live environment, but
      leading to a total or partial loss of redundancy.
    ØLoss
      of redundancy of critical functions
      
      ØLoss
      of protection switching capability
      
      ØShort
      outages equivalent to system or subsystem outages not seriously impacting
      service with accumulated duration of greater than two minutes in any
      24-hour period, or that continue to repeat during longer
      periods
      
      ØA
      reduction in provisioned capacity of 5% and for a cumulative duration of
      more than 10 minutes per 24 hours
      
      ØRepeated
      degradation of DS1/E1 or higher rate spans or connections
      
      ØLoss
      of system’s ability to perform automatic system
      reconfiguration
      
      ØLoss
      of access to maintenance or recovery operations
      
      ØAny
      loss of functional visibility and/or diagnostic capability
      
      ØLoss
      of system’s ability to provide any required system critical/major
      alarms
      
      ØTotal
      loss of access to provisioning
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Annex G -
Warranty Services
Purchase
and License Agreement for FWA Equipment (December 2004)
**TL9000
      Severity Classification**
    **Airspan
      Case Priority & Definition**
    **Examples****Major**
    **Business
      Critical**
      
      Problems
      that result in a major degradation of system or service performance that
      impacts service quality or significantly impairs network operator control
      or operational effectiveness. Overall network is degraded resulting in
      severe limitations to operations or network management software product
      has major feature that is not working properly with only difficult
      workaround.
    ØThe
      customer has been given a work-around but the situation still requires
      constant attention due to the temporary nature of the
      work-around
      
      ØSoftware
      application/migration issues that gate the introduction of new services or
      functionality
      
      ØBilling
      error rates that exceed specifications
      
      ØCorruption
      of system or billing databases

**TL9000
      Severity Classification**
    **Airspan
      Case Priority & Definition**
    **Examples****Major**
    **Major**
      
      Problems
      that result in conditions that seriously affect system operation,
      maintenance and administration, etc. and require immediate attention. The
      urgency is less than in a Business Critical situation because of a lesser
      immediate or impending effect on system performance, customers, and
      Axtel’s operation and revenue.
    ØDegradation
      of any capacity/traffic measurement function; degradation of functional
      visibility and/or diagnostic capability
      
      ØDegradation
      of access for maintenance or recovery operations
      
      ØDegradation
      of the system’s ability to provide any required system critical/major
      alarms
      
      ØLoss
      of access for routine administrative activity
      
      ØAny
      system failure without direct immediate impact
      
      ØIntermittent
      degradation of services; partial loss of access to
      provisioning
      
      ØSoftware
      application/migration issues that do not impact service
      
      ØReduction
      in any capacity/traffic measurement function
      
      ØAny
      loss of functional visibility and/or diagnostic capability
      
      ØAny
      significant increase in product-related customer trouble
      reports
      
      ØFollow-up
      to E1 customer problems
      
      ØOther
      problems that disrupt or prevent routine system activities, or problems
      that are jointly viewed as Major events by Airspan and Axtel
Page
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Annex G -
Warranty Services
Purchase
and License Agreement for FWA Equipment (December 2004)
**TL9000
      Severity Classification**
    **Airspan
      Case Priority & Definition**
    **Examples****Minor**
    **Minor**
      
      Problems
      do not significantly impair the functioning of the system and do not
      significantly affect service to customers. These problems are tolerable
      during system use.
    ØService
      analysis, recorded announcements, operational measurements, maintenance
      program, or network management problems; or system-related documentation
      inaccuracies, that do not affect call processing
      
      ØTest
      equipment failures for which a backup or manual alternative can be
      employed
      
      ØCircuit
      pack testing problems
**2.2.5****Case
Resolution Objectives and Escalation Procedures**


The
definitions in*Table
2-R*below
are generic and shall apply to the limited extent that this Annex G covers
Hardware warranty only.

Airspan
Technical Support case resolution targets are based in Airspan best efforts and
set according to the following TL9000 standard:


**“Table
2 - R”**


**TL9000
      Severity Classification**
    **Actions**
    **Response
      Times**
    **Target
      Service restoration time**
    **Resolution
      Targets**
      **Based
      on RQMS*****Business
      Hours**
    **Non
      - Business Hours**E1
      (*1)
    Worked
      continuously (7 x 24) until resolution or workaround is
      provided
    15
      min
    30
      min
    7
      Hr
    24
      hrE2
      (*1)
    Worked
      continuously (7 x 24) until resolution or workaround is
      provided
    15
      min
    30
      min
    8
      Hr
    10
      DaysBusiness
      Critical and Major (*2)
    Worked
      during normal business days and business hours.
    2
      hrs
    Next
      Business
      Day
    24
      Hr
    30
      DaysMinor
      (*2)
    Worked
      during normal business days and business hours.
    Next
      Business Day
    Next
      Business Day
    30
      Days
    180
      days

(*1) This
Service is provided 7 x 24

(*2) This
Service is provided in Normal Business Hours

Note: The
times set forth in*Table
2 - R*above,
are subject to Airspan and Axtel working together in conjunction on a reasonable
efforts basis to find a workaround for services restoration and resolution
within the target times. These times do not represent an obligation or
performance indicator.

* RQMS -*Reliability
and Quality Measurements for Telecommunications Systems.*

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Annex G -
Warranty Services
Purchase
and License Agreement for FWA Equipment (December 2004)
**“Airspan
Escalation Procedure”**




**Axtel’s
      NOC****Call
      Center Airspan****Airspan
      Technical Support Engineer****Airspan
      Technical Support Manager.****Airspan
      Technical Support Sr. Mgr.****Airspan
      Technical Support Director**
    
    **Airspan
      Axtel Operation Leader**



At
Closing Date, Airspan will provide Axtel with the contact information of the
persons involved in this Escalation Procedures, as well from time to time, the
changes to such contact information will be provided to Axtel.

**2.2.6****Case
Progress Status**

Airspan
Technical Support use the following status to differentiate the case conditions
during the evolution of the case investigation. A set of status, its related
meaning and its relationship with the case age, are defined in the table
below:



**Status**
    **Description**
    **Airspan
      Clock**Newly
      Opened
    This
      status is the default. It signifies that no work has been done on the
      case.
    StartWIP
      Level 1
    This
      status is used when a NTS Engineer is actively working on the
      Case.
    Not
      StoppedWIP
      Level 2
    This
      status is used when a Second Level Support Engineer is actively working a
      case
      *
      Second Level Support: Software Support, Product Support.
    Not
      StoppedEscalated
      To Design
    This
      status is used when a Design Engineer is actively working on the
      case
    Not
      Stopped

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Annex G -
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Purchase
and License Agreement for FWA Equipment (December 2004)
**Status**
    **Description**
    **Airspan
      Clock**Answer
      From Design
    Design
      Engineer has concluded its investigation and has replied back to the NTS
      Engineer
    Not
      StoppedWith
      A Axtel
    During
      the course of conducting their research, the NTS Engineer may need
      additional information or activity from the Axtel. The "With a Axtel”
      status is assigned when the NTS Engineer is waiting on a Axtel response in
      order to continue investigation
    StoppedInterim
      Solution
    If
      a temporary solution is provided that eliminates Axtels pain until a
      permanent solution can be delivered, RQMS requirements allow the case to
      be set to an “IS” status during this window of time if approved by the
      Axtel. In calculating case age, this interval will be discounted if the
      permanent fix was delivered on the negotiated commitment date. If the
      permanent fix does not resolve the reported problem, case status shall be
      changed to Work in Progress (Level 1 or 2). If the case is returned to a
      Work in Progress (Level 1 or 2) status after using the IS, the IS time
      period will be added to the RQMS age of the case.
    StoppedFuture
      Deliverable
    Axtel
      agrees to live with the problem condition and that the fix will be
      delivered as part of a future Airspan product release (software release,
      maintenance release, documentation release or hardware revision.
      Requirements to use this status include Axtel consent; fix identification,
      and delivery commitment. This status code does not add time to the RQMS
      age of the case unless the solution fails and the case is moved back to
      Work in Progress (Level 1 or 2) status. If the case is returned to a Work
      in Progress (Level 1 or 2) status after using the FD, the FD time period
      will be added to the RQMS age of the case.
    StoppedSolution
      Delivered
    Solution
      Delivered or available for testing and verification. If the delivered
      solution does not resolve the reported problem, the status will be changed
      to Work in Progress (Level 1 or 2). If the case is returned to a Work in
      Progress (Level 1 or 2) status after using the SD status, the SD time
      period will be added to the RQMS age of the case.
    StoppedPending
      OEM Vendor
    The
      case has been handed over to an OEM Vendor for resolution
    Not
      Stopped



**2.2.7****Case
Resolutions Classifications**

Airspan
Technical Support case resolutions, which shall be mutually agreed for each
case:


·
    Cannot
      Reproduce:
      After 60 days and a reasonable effort, a problem has not been observed in
      the Network, is not reproducible or sufficient information has not been
      provided to adequately troubleshoot the problem and isolate the root
      cause


·
    Axtel
      Process:
      Human errors are present or Axtel has failed to follow procedures
      recommended and documented by Airspan


·
    Design
      Intent:
      The functionality required by customer does not align with the design
      specifications of the product set forth in Agreement, in which case
      Airspan shall make clear to Axtel which is such design specification
      (i.e., the functionality is unsupported), and the issue can only be
      resolved through new development efforts subject to a separate product
      development agreement and charges.

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Annex G -
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·
    External
      Cause:
      Issue caused by non-Airspan products


·
    Hardware
      Deficiency: A
      problem is isolated todefective
      hardware materials or workmanship or substantial nonconformance to
      specifications published by Airspan


·
    Hardware
      Failure: A
      problem is caused by a hardware component failure that falls within Mean
      Time Between Failure (MTBF) limitations


·
    Airspan
      Literature:
      Required Airspan technical document does not exist or the contents of an
      existing document are in error [for example, an incomplete Airspan
      Technical Publication (NTP)]


·
    Airspan
      Process: A
      problem occurs as a result of a Airspan process
  deficiency


·
    Opened
      in Error:
      The case should not have been opened


·
    Scheduled
      Event:
      An outage occurs resulting from planned maintenance, installation, or
      manual initialization, including such activities as parameter loads,
      software/firmware changes, and other OA&M
activities


·
    Software
      Deficiency: A
      problem is isolated to a software design deficiency.

**2.3 **Axtel
Order Process for FWA Repair Services****

This
process supports the delivery of Airspan FWA Repair Services for
Axtel.
When
requesting a Hardware warranty repair service, Axtel should have****the
following required information ready when placing a repair order with
Airspan:

1.
    Axtel
      or distributor name
2.
    Axtel
      ID (Project #, Site ID)
3.
    Requestor
      name, phone and fax number, and e-mail
address
4.
    Axtel
      ship to address
5.
    Part
      number (PEC or CPC or manufacturer’s part
number)
6.
    Quantity
      (quantity of one per serial number)
7.
    Serial
      number of the defective part(s) being returned (if
    applicable)
8.
    Warranty
      status
9.
    Confirmation
      of the availability of a fully completed Airspan fault report form for
      said product.
10.
    Any
      additional information about product (system type or software
      release)
11.
    Any
      special shipping instructions

Upon
receiving Axtel’s request and after any diagnostics assistance, Airspan will
allocate a part request number to each FRU to be repaired and notify Axtel of
the relevant part request number.

Page
17

Annex G -
Warranty Services
Purchase
and License Agreement for FWA Equipment (December 2004)
This part
request number, also known as the Return Material Authorization (RMA) number, is
critical for tracking individual orders and must be referenced on failure tags,
shipping/packing lists, returned defectives, and any correspondence or inquiries
concerning the order.

The
customer’s representative can call in, fax or e-mail a Repair Service order
directly to Airspan the UK using the following contact means:


Office
hours (Monday through Friday from 9:00 a.m. to 6:00 p.m. (Local
time)

+
44-1895-467397

Faxes
All faxed
orders will be processed and assigned an RMA# by the close of the next business
day. Faxed emergency orders must also be called in to verify receipt of
faxes.
E-mail
To obtain
a parts request form by e-mail, please send an e-mail message to any of the
above addresses and note “repair order form” in the subject/title field. A form
will be sent automatically.
Place the
PO number in the subject/title field when e-mailing a completed parts request
form back to Airspan. For order confirmation, Airspan will respond with an RMA
number to all e-mail orders by the next business day.


**2.4.1****Method
of Payment for Excluded Services**


If Axtel
requests a service that is neither part of the scope of this Warranty Service
nor within the control or responsibility of Airspan under the Technical
Assistance Support Services Agreement, then Airspan will charge additional fees
to perform such services, in the event that Airspan agrees to perform them.
Airspan reserves the right not to perform any Service not covered by this
Warranty.


**2.4.2****Package
Labeling Instructions and Addresses for Returns**


Circuit
packs should be packed in anti-static containers designed specifically for the
circuit packs in order to avoid damage during shipment. Other parts should be
individually wrapped in either anti-static packaging or packaging specifically
designed for that product to avoid damage during shipment. Airspan will inform
customers of any improper packaging, which will void the warranty.

All
materials should be returned pre-paid and sent to the appropriate Airspan repair
facility. The customer should use discretion in selecting shipping methods.
Airspan recommends that customers insure all packages to cover possible loss or
damage during shipping, regardless of warranty status.

A
completed Airspan fault report must be filled out and attached to each returned
item to assist in failure assessment and problem tracking. Fault reports are
sent with each replacement shipment. Axtel can obtain additional supplies by
contacting the Airspan Customer Support Center.

Page
18
Annex G -
Warranty Services
Purchase
and License Agreement for FWA Equipment (December 2004)
Airspan
will inform customers of any discrepancy in return shipments. Any discrepancy,
whether it is quantity (more or less), product returned not matching what was
ordered, inability to determine complete order information, or non-suitable
packaging, would be noted and addressed.

**Defective
Return Packing Slips**

Defective
return packing slips should be used to return all defective parts to
Airspan. Airspan
will provide defective return packing slips for use to return shipments. A copy
of the defective return packing slip should be placed in all the cartons and
attached outside. This duplication will aid in processes and proper
identification of returned material. The RMA number and the PO number should be
clearly marked on the outside of each box. If a customer supplies a packing
slip, the following information must be included on the shipping/packing list
for proper handling:

Item
(Information Required)
1.
    From
      (Company name, return address, and telephone
number)
2.
    Ship
      Date (Date parts are shipped from Axtel)
3.
    Ship
      via (Carrier or Enterprise name)
4.
    Waybill
      number (Carrier or Enterprise tracking
number
5.
    Number
      of Cartons (Number of cartons being sent on
shipment)
6.
    Axtel’s
      PO# (Provided, if applicable)
7.
    Repair
      order number (RMA# issued by Call Center when order is
    placed)
8.
    Site
      ID or Project number
9.
    Item
      Number
10.
    Quantity
      ordered
11.
    Quantity
      returned
12.
    Airspan
      Part number
13.
    Description
      of item
14.
    Serial
      number (The serial number for each item in the
shipment)
15.
    Shipment
      requested by (Signature of Axtel’s
representative)

**Repair
Facility Addresses**

For RSS’s
the equipment should be sent to Solectron Guadalajara and for base stations to
Solectron Dumfermline

Attn:
Airspan Hardware Support Representative

This
address may be modified from time to time by Airspan.

Page
19

Annex G
- Warranty Services
Purchase
and License Agreement for FWA Equipment (December 2004)




**ANNEX
H**


**ACCEPTANCE
PROCEDURE**
**NEW
FWA RSS F6 UNIT**
**PURCHASE
AND LICENSE AGREEMENT FOR FWA EQUIPMENT**

**ANNEX
H******
**ACCEPTANCE
PROCEDURE - NEW FWA RSS F6 UNIT**

****


This is
the Annex “H” of the Purchase and License Agreement for FWA Equipment, dated as
of December __, 2004 (the**“****Agreement****”**), is
entered into by and among Airspan Communications Limited (**“Airspan”)**, and
Axtel, S.A. de C.V. (“**Axtel**”).

The
Parties hereby agree to determine and establish on or before January
31st, 2005,
the acceptance procedure to be used in the First Market Application of the New
FWA RSS F6 Unit (the**“****Acceptance
Procedure****”**). The
acceptance procedure shall demonstrate, verify and prove that the New FWA RSS F6
Unit shall have at least the same form, function and fit of both of the current
RSS Equipment (jointly F2 and F5 RSS equipment), in accordance with the
technical specifications set forth in Annex “D” of the Agreement.

Airspan
will provide a number of fifteen (15) New FWA RSS F6 Unit to Axtel by January
30th2005 in
order for Axtel to perform and have completed no later than March 15th2005 a
first market application of the New FWA RSS F6 Unit before the New Product
Commercial Launch (the**“****First
Market Application****”**).

The New
FWA RSS F6 Unit shall pass successfully the First Market Application made by
Axtel pursuant the Acceptance Procedure.

If Axtel
considers it necessary, Axtel will have the right to request Airspan to assist
Axtel in a verification office of the New FWA RSS F6 Unit. Airspan will provide
a quote for this service under this Agreement at reasonable costs and
prices.


Page
2
Annex I




Intentionally
Left in Blank
Annex
J
Purchase
and License Agreement for FWA Equipment (December 2004)



**Annex
J**


**PLA
FWA Delivery Times**



Page
1
Annex
J
Purchase
and License Agreement for FWA Equipment (December 2004)


**ANNEX
J**

**DELIVERY
TIMES**

**1.-****Delivery
Time of any FWA Product**

**(i)**
    **Any
      FWA Product**

Subject
to the provisions of section 5.19 of the Agreement, the firm Delivery of any FWA
Product (RSS, complete or segregated RBS Equipment or Spare Parts) shall be 20
weeks after Order Acceptance as provided in Section 2 of the Agreement, provided
that the payments for such equipment shall be made pursuant the terms set forth
in Section 5.3 of the Agreement.

**2.-****Partial
Deliveries**

**(i)**
    **RSS
      Equipment**

Partial
deliveries of an Order for RSS equipment shall be allowed only in the following
circumstances:

a.
    For
      any order of RSS equipment Airspan may deliver no less than 750 RSS units
      at any one time;
b.
    where
      Airspan has made a partial delivery in accordance with a. above, the
      remaining quantities of the Order; or
c.
    unless
      otherwise agreed in writing by the Parties.

**(ii)**
    **RBS
      Equipment**

Partial
RBS deliveries shall only be allowed if Airspan delivers complete units of RBS
Kits, either 27B or 18B RBS as per the Description of the RBS Kit, unless
otherwise agreed in writing by the Parties.

**(iii)**
    **Segregated
      RBS Equipment or Spare Parts**

Partial
segregated RBS Equipment or Spare Parts deliveries shall be only allowed to the
50% of the respective complete Order, unless otherwise agreed in writing by the
Parties.

**(iv)**
    Partial
      shipments as provided above, shall not release Airspan of its obligations
      to deliver on time such Products as provided in this Annex J. Any delay in
      the delivery of such Products shall be subject to the terms set forth in
      section 3.4 of the Agreement.

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2
Annex K
Purchase
and License Agreement for FWA Equipment (December 2004)




**ANNEX
K**



**PURCHASE
COMMITMENT******








Page
1
Annex K
Purchase
and License Agreement for FWA Equipment (December 2004)




**ANNEX
“K”**
**PURCHASE
COMMITMENT**



**1.-**
    **Total
      Purchase Commitment**.
      Axtel hereby agrees to purchase and take delivery**US$38,700,000.00
      Dollars**(Thirty
      Eight Million Seven Hundred Thousand United States Dollars) of Airspan
      equipment from December 22, 2004 through to December 31, 2006 (the**“****Purchase
      Commitment****”**).

**2.-**
    **Purchase
      Commitment Fulfillment****.**The Parties hereby agree that the Purchase Commitment mentioned above will
      be fulfilled taking in consideration the following terms and conditions:

**a)****Second
Lines Activation Fees****.
US$**[*]Dollars)
of Second Lines Activation Fees set forth in Section 22 of the Agreement, will
be included in the Purchase Commitment as and when paid by Axtel.

**b)****The
Commercial Terms Letter Purchase**. The**US$**[*]United
States Dollars) of equipment detailed in the Special Payment and Commercial
terms letter dated[*]for
delivery between[*]will be
included in the Purchase Commitment as and when delivered;

**c)****Minimum
Purchase of RSS Equipment****.**Axtel
shall purchase and take delivery of a minimum of [*] RSS from May 1, 2005
through to July 31, 2006 (for an approximately amount of**US$14,512,500.00**Dollars);

RSS
orders placed in accordance with c) above shall be equal to or greater than [*]
units per month

**d)****Minimum
Purchase of RBS Equipment****.**From[*]Axtel
shall purchase and take delivery of**US$**[*]Dollars)
of Proximity Base Station Equipment;

**e)****Minimum
Purchase of Airspan Equipment (January - December
2006).**For the
calendar year 2006, Axtel shall purchase and take delivery of a minimum of**US$9,332,500.00**(Nine
Million Three Hundred Thirty Two Thousand Five Hundred United States Dollars) of
any Airspan equipment, provided that, of such amount, US$5,586,000.00 shall be
of Airspan NonRSS
Equipment and the remaining amount (US$3,746,500.00) shall be of any Airspan
equipment.

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2

Annex K
Purchase
and License Agreement for FWA Equipment (December 2004)
For the
avoidance of doubt, the US$4,480,000.00 Dollars of purchases required in f)
below will be included in this $9,332,500.00 Dollars total to the extent that
the equipment is delivered in 2006.

**f)**
    **Minimum
      Purchase of Airspan Equipment (August - December
      2006)****.**From August 1, 2006 through to December 31, 2006, Axtel shall purchase and
      take delivery of an additional [*] or other Airspan products with a
      minimum purchase price of**US$4,480,000.00
      Dollars**(Four Million Four Hundred Eighty Thousand United States
      Dollars);

In order
for Airspan to continue its obligation to supply FWA equipment beyond May
1st, 2006,
Axtel will be required to place and maintain orders of[*]units a
month from January 1st 2006

**g)**
    The
      parties agree that in July 2005 they will discuss and schedule, if
      possible, the delivery times for future purchases under the Purchase
      Commitment, taking in consideration the terms and conditions set forth in
      this Agreement.


**3.**
    **Special
      Term****.**Any purchase made by Axtel in 2005 for an amount in excess of the amounts
      set forth in sections (a), (b), (c) and (d) above, shall be accounted for
      as an Axtel purchase under sections (e) and (f) above, so in the aggregate
      the Purchase Commitment of Axtel shall not be greater than the amount of**US$38,700,000.00
      Dollars**(Thirty
      Eight Million Seven Hundred Thousand United States Dollars).

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3