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                                                                   Exhibit 10.16

                                                             [AIRSPAN LOGO HERE]


                                        February 8th, 2001
Henrik Smith Petersen
Airspan Networks Inc.


Dear Henrik,

This letter confirms the recent change to your employment status. Effective
January 31st, you have been promoted to the Executive Level Team, the group of
company executives most responsible for the corporation's performance and
direction. Congratulations on this appointment.

In addition, I confirm your appointment as Regional President -- Asia Pacific,
in recognition of the major contribution you have made in developing the region
from a standstill in 1998 to the position where Airspan is the market leader.
You should be truly proud of this accomplishment.

Commensurate with this change in your status, we are extending the basic
compensation package as follows:

1)   a new grant of 175,000 shares, priced at the close of market on February
     7th ($4.375) has been ratified by the Board of Directors. These shares will
     vest under the conditions of the 1998 Airspan Employees Stock Option
     program and the effective date of grant is February 7th, 2001.

2)   effective immediately, the institution of a 9 months base pay severance
     (taxes are your responsibility) in the unlikely event of a company
     initiated termination without cause. You will also be entitled to receive
     commissions on the Asia business on the books at the time of your departure
     for the following nine months.

3)   An upwards adjustment to your base salary of 15,000 Sterling, to 135,000
     Sterling per annum, to be adopted in the annual performance review and
     salary adjustment to take effect April 1st, 2001.

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4)   A modification to the Airspan Sales Bonus program, as follows:

        - basic payout on a quarterly basis as per the plan used in 2000 for the
          sales activity in the region.
        - The year 2001 quota for the region is $24M.
        - An additional compensation, to be paid Feb 1, 2002 to you as follows
          for the performance of your team:
          - Year 2001 revenue (greater than) $31.625M -- A 25% of base pay lump
            sum (taxes are your responsibility)
          - Year 2001 revenue (greater than) $36M -- A 50% of base pay lump sum
            (taxes are your responsibility)
          - Year 2001 revenue (greater than) $48M -- A 100% of base pay lump sum
            (taxes are your responsibility)
          - Year 2001 revenue (greater than) $60M -- A 150% of base pay lump sum
            (taxes are your responsibility)

I also confirm that we will be paying you a $35,000 taxable bonus in accordance
with the Beat Floware initiative instituted last fall upon payment of the Beltel
down payment and achievement of first site sign-off, as per the provisions of
the program.

I also confirm your appointment to the Board of the Australian legal entity.

Again, my congratulations on the great success to date and this recent change in
status.


                                                     Sincerely,

                                                     /s/ Eric Stonestrom
                                                     ----------------------
                                                     Eric Stonestrom
                                                     President and CEO
                                                     Airspan Networks Inc

Cc:

Kent Carlson - Acting Secretary
Barbara Shead - Human Resources

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Sevin Rosen                                                Two Galleria Tower
Funds                                                      13455 Noel Road
                                                           Suite 1670, LB-5
                                                           Dallas, Texas 75240
                                                           (972) 702-1100
                                                           (972) 702-1103 Fax

January 22, 1998

Mr. Henrik Smith-Petersen
c/o DSC Communications LTD
5 New Square, Feltham
Middlesex TW14 8HA
United Kingdom

Dear Henrik:

Per your discussions with Eric Stonestrom, I would like to confirm our intent
relative to your position and compensation. In the event our deal with DSC is
executed, we intend to offer you the position of Director, Network Management in
Airspan Communications LTD. You will initially report to Eric.

Your base salary of 70,000 (pounds) and related benefits will continue as per
the current arrangement with DSC. In the future, with your assistance, we will
implement an incentive program as a supplement to your base salary. In addition
to this cash compensation, you will be provided the option to purchase up to
150,000 shares of Airspan Communications Corporation common stock. Twenty-five
percent of this option will vest after the first full year. The remaining 75%
will vest in equal monthly increments over the following three years.

In addition, you will be asked to execute a Proprietary Information Agreement
that will be requested from all employees. In the unlikely event that your
employment terminates involuntarily in the first year, you will receive six
months of your base salary as severance.

Henrik, I am personally looking forward to working with you. I am excited about
the challenge, the fun and the rewards in making Airspan Communications
Corporation a success.

Sincerely,

/s/ Thomas S. Huseby                     ACKNOWLEDGED:
-----------------------                                -------------------------
Thomas S. Huseby                                       Henrik Smith-Petersen
Chairman
Airspan Communications Corporation       DATE:
                                               ---------------------------------

cc: Eric D. Stonestrom