**EXHIBIT
      10.21**





**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.**





MEMORANDUM
      OF UNDERSTANDINGS (YZN/ACL-F23)





THIS
      MEMORANDUM OF UNDERSTANDINGS (hereinafter called, “THIS MEMORANDUM”) made as of
      24 th February, 2006, by and between YOZAN INC. (hereinafter called, “YZN”) of the
      city of Tokyo, Japan, and Airspan Communications  Ltd.
      (hereinafter called, “ACL”) of the city of Uxbridge, U.K., sets forth the mutual
      understandings of the both parties regarding PURCHASE CONTRACT (YZN/ACL-A14)
      dated 14 th April,
      2005, between the both parties (hereinafter called, “1 st P/C”)
      and 2 nd PURCHASE
      CONTRACT (YZN/ACL-S13) dated 13 th September, 2005, between the both parties (hereinafter called, “2 nd P/C”).
      The mutual understandings of the both parties herein confirmed are as follows
      :





1.
      The
      Time Schedule of Delivery mentioned in ARTICLE 7. of 1 st P/C was
      changed, as the agreement of the both parties as of the date herein-above,
      to
      the followings. The Liquidated Damages mentioned in ARTICLE 20. of 1 st P/C
      shall be calculated and accrue on the delay, if any, from the following revised
      Time Schedule of Shipment :


Lot-1 : **[*]**sets of B/S-Products Set
              by 28thFebruary, 2006Lot-2 : **[*]**sets
                of ST
              by 28thFebruary, 2006Lot-3 : **[*]**sets of B/S-Products
              Set by 28thFebruary, 2006Lot-4 : **[*]**sets
                of ST
              by 28thFebruary, 2006Lot-5 : **[*]**sets of B/S-Products Set
              by 28thFebruary, 2006Lot-6 : Netspan-NMS
              with Lot-1Lot-7 : **[*]**sets of B/S-Products Set and 1,000 STs
              by 20thMarch, 2006Lot-8 : **[*]**sets of B/S-Products Set and 2,000 STs
              by 31stMarch, 2006Lot-9 : **[*]**sets of B/S-Products Set and 3,000 STs
              by
                30thApril, 2006Lot-10: **[*]**STs
              by 20thApril, 2006


(Note:
      Through the above Shipments, any shipments of 1xSDR and 1xSCRT shall be regarded
      as a shipment of B/S


Products
      Set
      subject to the balance of SCRT numbers being shipped within the above period
      (by
      30 th April
      2006,


as
      discussed
      between the both parties on the date hereabove.)









2.
        The
        Time Schedule of Delivery mentioned in Article 7. of 2 nd P/C
        (before Amendment of today) shall be as follows :


Lot-11 : **[*]**sets of B/S-Products Set
              by 30thApril, 2006Lot-12 : **[*]**sets
                of ST
              by 30thApril, 2006Lot-13 : **[*]**sets
                of B/S-Products Set
              by 20thMay, 2006Lot-14 : **[*]**sets
                of ST
              by 20thMay, 2006


3.
      In
      addition to the above clauses 1. and 2., the both parties agreed to the attached
      weekly time schedule of shipment on Ex-Works basis, as the schedule, under
      which
      ACL shall perform its works.


4.
      After
      the invoicing by ACL mentioned herein Clause5. (Commercial Invoice of
      20 th February
      2006), the ACL’s actual commercial invoices for the payment by YZN shall be
      issued weekly for the total amount of Deliveries made in the respective forgoing
      one calendar week, even in case Delivery of two times or more occurr in such
      one
      calendar week.


5.
      Both
      parties confirmed that Delivery of Products under 1 st P/C as
      of 20 th February, 2006, is as follows and shall be invoiced by ACL to YZN for the
      payment according to the payment terms of the purchase contract :


(Unit Price)
              (Quantity)
              (Price Delivered)(1) MicroMAX-SDR
              US$**[*]**
              **[*]**Units
              US$**[*]**(2) Radio Transceiver
              US$**[*]**
              **[*]**Units
              US$**[*]**(3) Enclosure/Aux.
              US$**[*]**
              **[*]**Units
              US$**[*]**for a
                single B/S Products Set
 (4) Netspan-NMS
              US$**[*]**
              1 Unit
              US$**[*]**(5) EasyST
              US$**[*]**
              **[*]**Units
              US$**[*]**(6) ProST
              US$**[*]**
              **[*]**Units
              US$**[*]**(7) WiFi-AP For ProST
              US$**[*]**
              **[*]**Units
              US$**[*]**(8) Outdoor PSU
              US$**[*]**
              **[*]**Units
              US**[*]**(9) GPS
              US$**[*]**
              TBIL(10) External Cabling
              US$**[*]**
              **[*]**Units
              US$**[*]**(11) GPS Antenna Cabling
              US$**[*]**
              TBIL(12) 2SDRs Connection Kit
              US$**[*]**
              TBIL


0; (Total
      Amount Delivered : US$1,436,642.86 )


(Note:
      “TBIL” means To Be Invoiced Later upon GPS functionality is provided by
      ACL)


6.
      The
      both parties agreed to execute the Amendment of 2nd P/C for the additional
      purchase of **[*]** Single
      B/S-Products Sets and **[*]** ProST-WiFi Sets, with the same prices and terms and conditions. Further discount
      of Products beyond this Amendment of 2 nd P/C
      shall be offered by ACL for the additional purchase by YZN for Deliveries in
      the
      second half of 2006. The indication of this further discount by ACL was made
      as
      follows :











-
            Additional**[*]**ProSTs : Further**[*]**%
                of Unit Price discount after the original


discounted
      unit price in 2 nd P/C (say **[*]** %
      discount as result).


-
            Additional**[*]**ProSTs : Further**[*]**%
                of Unit Price discount after the


above (say **[*]** %
      as
      result).


-
            Additional**[*]**ProSTs and further : To be discussed
                later.


-
            Regarding
                MicroMAX, the further discount be discussed
                later.


7.
      The
      period of YZN’s Exclusive Rights for purchase and distribute the Products under
      MINUTES OF THE MEETING of the both parties dated 15 th July,
      2005, was extended till 30 th September, 2006.


8.
      The
      functionalities of Products to be added hereafter shall be discussed and agreed
      by the both parties by 10 th March,
      2006.





THIS
      MEMORANDUM is made as of the date herein-above, by :







YOZAN INC.
            Airspan Communications, Ltd.(SIGNED)
            (SIGNED)Sunao Takatori,
            Henrik
              Smith-Petersen,President and CEO
            President,
                Asia-Pacific