Exhibit 11

                                  ALVARION LTD.

                            21a Habarzel St. Tel-Aviv

     The Alvarion Ltd. ("Alvarion" or the "Company") Code of Business Conduct
and Ethics (which is sometimes referred to simply as the "Code") has been
prepared to provide a clear understanding of the Company's position on business
conduct. This Code applies to every employee of the Company and its subsidiaries
throughout the world. While the Code details conduct expected of each of us and
standards to follow in our business dealings with others, no code or policy can
spell out the appropriate conduct and ethical behavior for every situation with
which we are confronted. In the final analysis, we have to rely on our own
common sense, good judgment and conscience. Therefore, this Code is intended to
provide guidelines to assist us in our work for the Company.

     At Alvarion, we expect everyone to conduct themselves according to the
highest standards of business ethics and integrity. Adherence to these
principles is important in order to maintain public trust and confidence in our
Company. An action that appears to be unethical can reflect negatively on us and
harm our community standing.

     Alvarion takes great pride in the high level of integrity and business
ethics displayed by our employees. We hope and expect that the publication of
this Code of Business Conduct and Ethics will help foster and maintain this
tradition.

                                                     Sincerely,

                                                     Zvi Slonimsky
                                                     CEO
                                                     Alvarion Ltd.
<PAGE>

                                  ALVARION LTD.

                       CODE OF BUSINESS CONDUCT AND ETHICS

INTRODUCTION

     Alvarion and all of its subsidiaries (collectively, "Alvarion" or the
"Company") are committed to meeting the highest standards of integrity and
business ethics in the operation of the Company. These standards are set forth
in the pages that follow and are reflected in the character and the conduct of
the employees of the Company and its subsidiaries. We urge you to become
thoroughly familiar with the contents of this Code of Business Conduct and
Ethics (which is sometimes referred to simply as the "Code") and to use it as a
guideline in the performance of your responsibilities for the Company. We also
encourage you to seek assistance either from your supervisor or the Human
Resources Department when a question or concern arises with respect to any
matter addressed in this material.

     This Code is divided into four sections, each of which contains specific
guidance with respect to Company conduct. As you will see, these sections can be
summarized in the following general principles, which should guide each of us in
the performance of our day-to-day business responsibilities:

     o    Be honest and trustworthy in your relationships with customers,
          suppliers, fellow employees, management, stockholders and the general
          public;

     o    Provide service of the highest quality;

     o    Conduct business in accordance with the letter, spirit and intent of
          applicable laws, regulations and policies;

     o    Maintain confidentiality of third parties including customer, employee
          and Company information;

     o    Avoid outside activities or influences which conflict with the best
          interests of the Company or impair the performance of your work
          responsibilities;

     o    Be economical in using Company resources;

     o    Refrain from using the Company's resources and reputation for personal
          gain.

     These principles are fundamental to the operation of every quality
enterprise.

     The Company may change, update, eliminate, or deviate from the guidelines
in this Code, as necessary, to address specific requirements relating to various
functions and areas of responsibility.


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<TABLE>
<CAPTION>
TABLE OF CONTENTS

                                                                               Page
<S>                                                                              <C>
I.       CONFLICTS OF INTEREST....................................................4
         A.    Fair Dealing.......................................................4
         B.    Respect for the Individual.........................................4
         C.    Gifts and Gratuities...............................................5
         D.    Meals and Entertainment............................................5
         E.    Outside Employment.................................................6
         F.    Personal Financial Interests.......................................6
         G.    Purchase of Goods and Services.....................................7
         H.    Public Office......................................................7

II.      CONFIDENTIAL INFORMATION.................................................8
         A.    Confidential Information...........................................8
         B.    Securities Trading Policy..........................................9
         C.    Media Disclosure...................................................9

III.     RECORDS, PRACTICES, PROPERTY AND ADHERENCE TO LAW........................9
         A.    Company Data, Records, Reports, Filings and Financial Practices....9
         B.    Company Funds and Property........................................10
         C.    Adherence to Applicable Law.......................................10

IV.      COMPLIANCE WITH THE CODE................................................12
         A.    Responsibility for Compliance.....................................12
         B.    Reporting Code Violations.........................................12
         C.    Investigating and Resolving Concerns..............................12
         D.    Questions.........................................................13
</TABLE>

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<PAGE>

I. CONFLICTS OF INTEREST

     The Company respects the right of its employees to engage in activities
outside of their employment, which do not conflict with the business of the
Company or which do not draw direct or indirect benefits from the Company.
Conflicts of interest arise when the personal interests of an employee are
inconsistent with the responsibilities of his or her employment. Examples of
such conflicts include any activity, interest or association that might
influence, or even appear to influence, the independent exercise of an
employee's judgment in making a decision or taking an action which is in the
best interests of the Company, its stockholders and the public. The following
categories cover the most common situations (but by no means all situations) in
which a conflict of interest may arise:

A.   Fair Dealing

     Every Company employee must deal fairly with the Company's clients,
vendors, competitors and fellow employees. The Company seeks to excel and
outperform our competitors honestly and fairly. Competitive advantage must
result from superior performance, not unethical or illegal business dealings. No
Company employee may take unfair advantage of anyone through unethical or
illegal measures, such as manipulation, concealment, abuse of privileged
information, misrepresentation of material facts or any other unfair dealing
practices.

     Our goal is to increase business by offering superior products and
services. Accordingly, all Company advertising must be truthful, not deceptive
and in full compliance with applicable laws, regulations and company policies.
All advertising and marketing materials must be approved pursuant to the
procedures established in each of the business units across the company.

     All Company employees must guard against unfair competitive practices and
exercise extreme caution to avoid conduct that might violate antitrust laws or
other rules prohibiting anti-competitive activities. Violations may carry
criminal penalties. If a competitor or third party proposes to discuss unfair
collusion, price-fixing or other anti-competitive activities, your
responsibility is to object, terminate the conversation or leave the meeting and
report the incident promptly to the VP Human Resources. Employees must avoid any
discussion with competitors of proprietary or confidential information, business
plans or topics such as pricing or sales policies -- the discussion of which
could be viewed as an attempt to make joint rather than independent business
decisions.

B.   Respect for the Individual

     The Company strives, on a personal level, to treat each individual with
dignity, consideration and respect. All Company employees should be honest and
fair with others, share the credit when credit is due, avoid public criticism of
one another and encourage an atmosphere in which openness, cooperation and
consultation are the norms. Internal relationships with fellow employees should
be based on the same high standards of integrity and ethical responsibility that
are observed with Company clients, shareholders and the public. The Company is
committed to promoting diversity within our workforce; achieving it is an
important competitive advantage in the global marketplace.


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<PAGE>

C.   Gifts and Gratuities

     Employees, including members of their immediate families, should not
request or accept a gift, rebate, kickback, compensation or remuneration of any
kind (whether it be in the form of cash, property, services or payment of
expenses), from any organization or individual which supplies to, purchases from
or competes with the Company or any organization or individual with which the
Company does or is likely to do business. This does not apply to routine two-way
exchanges of normal business courtesies, which might reasonably be expected to
be exchanged in the ordinary course of business. The boundaries of
"reasonableness" are not easily defined and in most instances are left to the
good judgment and common sense of the employee.

     In certain cases, because of protocol or courtesy, it may be appropriate to
accept an unsolicited gift of nominal value. As a guideline for helping you to
determine whether a particular gift, entertainment or other benefit is
appropriate, you should consider whether it would be considered extravagant or
excessive or whether a disinterested third party might infer that it could
affect your judgment. If so, the gift, entertainment or other benefit should not
be accepted. The receipt of gratuities, such as gifts or entertainment of more
than nominal value, money, loans, vacations, airline tickets, or hotel
accommodations, are prohibited. Under no circumstances whatsoever should any
Company employee accept cash gifts from any supplier or vendor of goods or
services to the Company or from any Company customer or agent. If a gift or
gratuity such as those described is received, it should be promptly returned
with a polite note explaining that it is contrary to Company policy to accept
it. If you receive a gift, entertainment or other benefit which does not comply
with this Code, or are unsure whether it complies, it should be reported in
writing to the Company's VP Human Resources who may choose to accept the gift on
behalf of the Company, determine that it is appropriate for you to keep the
gift, or require that the gift be returned.

     Similarly, it is also the Company's policy to prohibit employees from
making or offering payments or gifts to influence any decision to be made or
action to be taken in securing or transacting Company business with another
individual or organization. In many instances this is also a violation of law.
This does not intend to prevent sending nominal value gifts sponsored by the
Company for public holidays or special events.

D.   Meals and Entertainment

     As part of the performance of an employee's responsibilities, providing or
accepting meals and refreshments, which are business related, reasonable and of
the type normally exchanged in the ordinary course of business, is permitted as
an exchange of normal business courtesies. However, acceptance of such meals or
other amenities is prohibited when the employee has, or should have, any reason
to believe that the offer is made with the intent to improperly influence the
employee in the performance of his or her responsibilities for the Company.

     The solicitation of entertainment from an individual or organization
through special events, such as sporting events, social dinner meetings and
other social events, is not to be used or even suggested as a prerequisite for
that individual's or organization's doing business with the Company. However,
such entertainment may occasionally be accepted or extended by an


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<PAGE>

employee when appropriate for business objectives and when such entertainment
has been or is likely to be mutually extended during the course of the business
relationship. Elaborate entertainment, such as overnight or weekend trips, is
not to be extended by or accepted by the Company employees.

E.   Outside Employment

     Any outside employment or business activities engaged in by an employee
must not conflict, appear to conflict, or interfere, with the employee's ability
to properly perform his or her work at the Company. Employees may not perform
work or services for any person, corporation, partnership or other entity, which
supplies to, purchases from or competes with the Company.

     The solicitation or performance of any outside work for personal gain
during working hours is prohibited. The performance of certain charitable
activities may be permissible during working hours with the prior approval of
the employee's supervisor.

     Employees must obtain approval from the Chief Executive Officer before
serving on the board of directors of another for-profit company. Employees may
serve as a director, trustee or officer of a non-profit organization in their
individual capacity and on their own time, but must get prior permission from
the Chief Executive Officer to do so as a representative of the Company.

F.   Personal Financial Interests

     A conflict with the interests of the Company arises when an employee holds
an investment or other financial interest in any organization, which supplies
to, purchases from or competes with the Company. Such a financial interest might
arise through:

     o    Stock ownership, partnership or other proprietary interest, or holding
          of debt or debt securities.

     o    Receipt of remuneration, compensation, commissions, or brokerage,
          finders, consulting or advisory fees.

     o    Holding office, serving on the Board of Directors, or otherwise
          participating in management.

     o    Borrowing money. (This does not apply to loans from banks or
          commercial lending institutions in the usual manner.)

     o    Ownership of any interest in, or any dealing in, real estate,
          equipment, materials or property where the opportunity for such
          investment is presented to the employee solely or substantially as a
          result of his or her position with the Company or where the individual
          stands to gain financially due to his or her position with the
          Company, whether or not such activities shall be detrimental to the
          Company's best interests.


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<PAGE>
     Certain types of financial interests will not be considered substantial or
material, such as ownership of less than one percent (1%) of any class of stock,
debt or other securities in a public or private company or enterprise.

     Employees may not do Company business with any organization in which they
have a financial interest, without first obtaining the written approval of their
supervisor and the CFO. Employees may not have material financial interests in
any organization that competes with the Company.

G.   Purchase of Goods and Services

     Each year the Company spends millions of dollars in the purchase of goods
and services from outside vendors and suppliers. All Company employees involved
in the process of purchasing such goods and services should be objective and
impartial when making purchasing related decisions. To remain fair and impartial
in making decisions, employees involved in these processes should:

     o    Follow established policies and procedures for all steps of the
          purchasing process.

     o    Not engage in "backdoor selling" when doing business with vendors and
          suppliers. Backdoor selling occurs when vendors and suppliers
          circumvent established procedures and attempt to work directly with
          requisitioners and to influence purchasing decisions.

     o    As already discussed in detail, neither seek nor accept gratuities,
          favors, or other payments from vendors or suppliers as an inducement
          to do business.

     o    Not use Company funds to make personal purchases.

     Situations may arise where a relative or a family member of an employee is
interested in providing goods or services to the Company. So as to avoid any
conflict of interest or even the appearance of impropriety with respect to such
a situation, an employee should submit any such proposals to the appropriate
department of the Company, disclosing the nature of the family relationship and
the terms of the proposal. Under no circumstances should the employee attempt to
influence or be involved with any decision with respect to any such proposal,
which will only be considered on an arm's length basis along with other similar
proposals.

     H.   Public Office

     All Company employees are required to notify and receive the approval of
the CEO before committing to a candidacy for elective office or a formal
position on a campaign committee and before accepting an appointment to a public
or civic office. The Company must take steps to ensure that conflicts of
interest are not raised by such campaign or public service. In general, a
Company employee may run for and serve in local, elective or appointed civic
offices, provided the activity, including campaigning:

     o    Occurs outside work hours;


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<PAGE>

     o    Involves no use of the Company's name, facilities, client lists,
          assets or funding;

     o    Is confined solely to the person's capacity as a private citizen and
          not as a representative of the Company; and

     o    Does not present an actual or perceived conflict of interest for the
          Company, as determined in the sole judgment of the Company.

II. CONFIDENTIAL INFORMATION

A.   Confidential Information

     As employees of the Company, we are all responsible for protecting the
Company's confidential information and using that information only for the
Company's purposes. All information developed within the Company with respect to
its business is confidential and should not be disclosed to any unauthorized
person. Employees should not discuss confidential Company information outside
the Company, even with their families. Such information must be protected
because unauthorized disclosure could destroy its value to the Company and give
unfair advantage to others. Examples of Company confidential information
include, without limitation, the Company's manufacturing processes, sources of
supplies, patented processes and manufacturing techniques, technologies and
packaging methods, research and development of new products and new
applications, pricing policies, marketing and distribution programs, computer
programs and data files, non-public sales or earnings results and any other
information concerning the Company's financial, legal or other business
activities. Other information that we have access to may include personal
information about our fellow employees, the Company's officers, directors and
stockholders or our customers. This information is also confidential and may not
be disclosed without proper authorization. The Company's customers properly
expect that this information will be kept confidential. The Company takes any
violation of a customer's confidentiality very seriously and will not tolerate
such conduct.

     Confidential information should be used only as necessary to do your job,
and never for your own benefit. You are responsible for the safe-keeping of any
confidential information, whether verbal, written or electronic, and for
limiting access to those who have a need to know in order to do their jobs. That
means you should avoid discussing confidential information in common areas in
our buildings or in elevators, restaurants, airplanes, taxicabs or other public
areas.

     If you leave the Company, all information and materials (including Company
information, manuals, documents, software, etc.) must be returned on or before
your last day of employment. The obligation to preserve confidential information
continues even after employment ends. You may not divulge or use confidential
information (or documents containing confidential information) that you may have
learned about or received during your employment.


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<PAGE>

B.   Securities Trading Policy

     Many of us who work at the Company, officers and non-officers alike, have
access to confidential information concerning the Company and its affairs. Under
federal securities laws, if someone possesses non-public information that is
found to be "material," that person may not buy or sell the Company's securities
while in the possession of such "inside information." For these purposes, the
Company's securities include the common stock purchased upon the exercise of
Company stock options.

     The standard that applies to the use of such information is one of
"materiality." If the confidential information is "material" or, in other words,
of such significance that a reasonable investor would want to know about it in
deciding whether or not to invest in Company stock, then we, as employees, must
not trade in Company stock until the information is fully disclosed to the
public. It is also illegal to communicate (to "tip") inside information to
others so that they may trade in Company stock based upon that information.
These illegal activities are commonly referred to as "insider trading." Failing
to abide by this standard could result in criminal and/or civil liability under
the insider trading rules of the federal securities laws and other applicable
laws. In addition to the above, all Company employees must comply with the
Company's Insider Trading Policy. A copy of the Insider Trading Policy can be
obtaind from the Human Resources department.

C.   Media Disclosure

     In the course of our duties, we may receive inquiries from representatives
of the news media. Employees should not talk directly to reporters without prior
awuthorization of the Company's Chief Executive Officer or Chief Financial
Officer. Unless responding to such inquiries is among your specifically
authorized responsibilities, you should politely refer all media representatives
to the Chief Executive Officer or Chief Financial Officer.

III.RECORDS, PRACTICES, PROPERTY AND ADHERENCE TO LAW

A.   Company Data, Records, Reports, Filings and Financial Practices

     In performing our responsibilities for the Company, we must prepare and/or
complete all Company records, business data, reports, filings, submissions and
documents in a full, fair, accurate, timely and understandable manner, including
disclosure in reports and documents that the Company files with or submits to
the Securities and Exchange Commission and in other public communications made
by the Company. They also include preparation and completion of time sheets,
expense reports, accounting entries, cost estimates, contract proposals, and
other presentations and reports to management, customers, governmental agencies,
stockholders and the public. The falsification of records, manual or computer,
is always unethical, generally illegal and always unacceptable to the Company.
All information transmitted both within and outside of the Company must be
honest and well-founded, as the integrity of the Company's records and reports
is based on the validity and accuracy of the information on which such records
and reports are based and the completeness with which such records and reports
are prepared. In


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addition, accounting and financial reporting must follow the Company's
accounting policies as well as all generally applicable accounting principles
and laws. All Company financial practices concerning accounting, internal
accounting controls and auditing matters must meet the highest standards of
professionalism, transparency and honesty.

B.   Company Funds and Property

     We are all personally responsible and accountable for the proper
expenditure of Company funds. This includes Company money spent on travel or
other business expenses. We are also responsible for the proper use and care of
Company property over which we have control. Company equipment or other property
should be handled and cared for properly and should be used only for business
purposes. It should not be used for personal benefit, sold, loaned, given away,
or otherwise disposed of, regardless of its condition or value, without proper
authorization. You are prohibited from doing anything that involves fraud,
theft, embezzlement or misappropriation of Company property. The ownership of
any invention, improvements, tradename, know-how, or any other proprietary right
which you may invent, during you employment with the Company, and relates to or
results from your work for the Company, shall be the exclusive property of the
Company.

C.   Adherence to Applicable Law

     The Company requires that all employees, officers, directors, or any third
party doing business on behalf of the Company comply with all laws, rules and
regulations applicable to the Company wherever it does business. The Company
acknowledges that there are differences in local laws and practices between
countries. In some instances, the Code establishes policies and/or requirements
that would not otherwise be required in some countries. In keeping with the
Company's commitment to meet the highest standards of business conduct wherever
we do business, all employees must comply with all aspects of the Code, even if
it is not required by local laws. Conversely, there may be laws in certain
countries which may not specifically apply outside of those countries, and
therefore, not specifically addressed in the Code. You are expected to use good
judgment and common sense in seeking to comply with all applicable laws, rules
and regulations and to ask for advice when you are uncertain about them.

1.   Discrimination And Harassment

     The Company has no tolerance for discrimination or harassment. All
employment decisions are to be made without regard to race, color, age, gender,
sexual orientation, religion, marital status, pregnancy, national
origin/ancestry, citizenship, physical/mental disability, military status or any
other basis prohibited by law. This policy applies to our directors, employees,
applicants, customers and business partners (including independent contractors,
vendors and suppliers). For purposes of this policy, harassment includes slurs
and any other offensive remarks, jokes and other verbal, graphic, or physical
conduct that could create an intimidating, hostile or offensive work
environment. In addition to the above, "sexual harassment" includes unwelcome
sexual advances, requests for sexual favors, and other visual, verbal,
electronic, or physical conduct of a sexual nature. This definition includes
many forms of offensive behavior including but not limited to the following:


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<PAGE>

     o    Unwanted sexual advances or propositions;

     o    Offering employment benefits in exchange for sexual favors;

     o    Making or threatening reprisals after a negative response to sexual
          advances;

     o    Visual conduct: leering, making sexual gestures, displaying of
          sexually suggestive objects or pictures, cartoons or posters,
          electronic display or dissemination of such material;

     o    Verbal conduct: making or using derogatory comments, epithets, slurs
          and jokes;

     o    Verbal abuse of a sexual nature, graphic verbal commentaries about a
          person's body, sexually degrading words used to describe a person,
          suggestive or obscene letters, notes or invitations; and

     o    Physical conduct: touching, assault, impeding or blocking movements.

          Employees are responsible for ensuring adherence to this policy and
for taking appropriate and immediate action as described in Section IV.B below
if they believe that a violation of this policy has occurred or if they become
aware that someone is alleging that a violation has occurred.

          The Company will promptly and thoroughly investigate all complaints of
discrimination or harassment. Employees are expected to cooperate fully in any
such investigation. Failure to do so may result in discipline up to and
including termination. If any employee is determined to have violated the
Company's policy, the Company will take appropriate corrective action up to and
including termination. Retaliation against employees or applicants who report
violations or assist in investigations is strictly prohibited.

2.        Workplace Violence

          The Company will not tolerate workplace violence. Consistent with this
policy, acts or threats of physical violence, including intimidation,
harassment, and/or coercion, which involve or affect the Company or its
employees will not be tolerated.

3.        Alcohol and Drugs

          Employees may not use, sell, possess, purchase or transfer alcohol or
illegal drugs on Company premises, in Company vehicles or during work hours. The
only exception is that alcohol may be consumed by people of legal drinking age
at Company-sponsored functions that are approved by the management or business
meetings if appropriate. Employees also must not be under the influence of
illegal drugs or alcohol during work hours, regardless of when the drugs or
alcohol were consumed. It is also a violation of this Code to sell, transfer or
distribute personal prescription drugs on Company premises, in Company vehicles
or during work hours.

4.        Government Proceedings and Requests for Information

          It is Company policy to cooperate with appropriate government requests
or investigations. If you are asked to provide information (either written or
verbally) for a government investigation or if a government representative
appears at your workplace, call your


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supervisor before providing any information. All information provided should be
truthful and accurate and must not obstruct, influence or impede the request for
information. Employees should not alter, falsify, mutilate, cover up or destroy
any documents or records related to a government request or investigation or
legal proceeding.

5.        The Environment

          The Company is committed to minimizing any negative impact of our
business activities on the environment. All employees are responsible for
complying with applicable environmental laws and Company policies.

IV. COMPLIANCE WITH THE CODE

A.   Responsibility for Compliance

     Every employee is responsible for compliance with both the letter and
spirit of this Code of Business Conduct and Ethics. Management assumes a special
obligation for its own awareness and the effective communication of this Code to
employees who report to them. This Code shall be distributed to each new
employee of the Company upon commencement of his or her employment and shall
also be distributed to every employee. Managers and supervisors are encouraged
to maintain an open-door policy in responding to questions regarding the Code of
Business Conduct and Ethics. Frequent discussion of ethical issues, both
informally and formally, is a sign of good corporate practice. These
responsibilities cannot be delegated.

B.   Reporting Code Violations

     Any employee who knows or believes that any employee, officer, director or
other representative of the Company has engaged or is engaging in conduct
related to the Company that violates applicable law, this Code or any other code
or practice standard applicable to such an individual, should report this
information to his or her supervisor, anyone in their supervisory chain of
command, the Human Resources Department or the Legal Department in person or by
sending a letter or other writing to the Company's principal executive offices
to the attention of the employee's supervisor or VP Human Resources Department.
You may choose to remain anonymous in reporting any possible violation of this
Code. Any supervisor who receives a report of a violation of this Code must
immediately inform VP Human Resources Department.

     Employees concerned about matters involving accounting, internal accounting
controls or auditing matters should report their complaints immediately as
follows: (1) by e-mail, to audit@netvision.net.il; or (2) by postal mail, to
Robin Hacke, 5605 Pollard Road Bethesda, MD 20816 USA.

     This Code should not be construed to prohibit you from testifying,
participating or otherwise assisting in any state or federal administrative,
judicial or legislative proceeding or investigation.

C.   Investigating and Resolving Concerns


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     All reports of possible violations will be forwarded to the VP Human
Resources who may assume responsibility for evaluating any possible violation
and directing or conducting any investigation or may delegate any portion of
such responsibility to the Human Resources Department or another person or
entity within or outside the Company. If the investigation concerns a possible
violation by someone from the Human Resources Department, then the Chief
Executive Officer or Chief Financial Officer shall assume the responsibilities
in this regard. All reports of possible violations will be handled with the
utmost care and receive a thorough review.

     After conducting the investigation, the results will be evaluated and the
Company will authorize such swift response, follow-up and preventive actions, if
any, as are deemed necessary and appropriate to address the substance of the
reported possible violation. The Company reserves the right to take whatever
action it believes appropriate, up to and including discharge of any employee
determined to have engaged in improper conduct. The Company will quickly report
illegal actions to the appropriate authorities, which may result in civil and
criminal penalties.

     The Company will strive to keep all reports of possible violations and the
identity of those who submit them and participate in any investigation as
confidential as possible. Neither the Company nor any person associated with the
Company shall discharge, demote, suspend, threaten, harass or in any other
manner discipline, discriminate or retaliate against any person or entity
because he or she reports any violations or cooperates in any investigation or
inquiry regarding violations of applicable law or this Code using the methods
outlined above, unless it is determined that the report was not made in good
faith. Any such retaliation will warrant disciplinary action against the person
who wrongfully retaliates, up to and including termination of employment.

     Any waiver of the Code for executive officers and directors of the Company
may be made only by the Company's board of directors or a board committee. Any
such waiver must be promptly disclosed to the Company's shareholders.

     Questions

     Employees having any questions regarding the best course of action in a
particular situation should promptly contact their supervisor, anyone in their
supervisory chain of command, or the Human Resources Department. These
discussions may concern your activities or activities of others and may involve
apparent conflicts between actions the employee has been directed to take and
the standards contained in this Code.


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<PAGE>

                                  ALVARION LTD.

                            21a Habarzel St. Tel-Aviv

     The Alvarion Ltd. ("Alvarion" or the "Company") Code of Business Conduct
and Ethics (which is sometimes referred to simply as the "Code") has been
prepared to provide a clear understanding of the Company's position on business
conduct. This Code applies to every director of the Company and its subsidiaries
throughout the world. While the Code details conduct expected of each of the
directors and standards to follow in our business dealings with others, no code
or policy can spell out the appropriate conduct and ethical behavior for every
situation with which we are confronted. In the final analysis, we have to rely
on our own common sense, good judgment and conscience. Therefore, this Code is
intended to provide guidelines to assist us in our work for the Company.

     At Alvarion, we expect everyone to conduct themselves according to the
highest standards of business ethics and integrity. Adherence to these
principles is important in order to maintain public trust and confidence in our
Company. An action that appears to be unethical can reflect negatively on us and
harm our community standing.

                                              Sincerely,

                                              Anthony Maher
                                              Chairman of the Board of Directors
                                              Alvarion Ltd.
<PAGE>

                                  ALVARION LTD.

                CODE OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS

INTRODUCTION

     Alvarion and all of its subsidiaries (collectively, "Alvarion" or the
"Company") are committed to meeting the highest standards of integrity and
business ethics in the operation of the Company. These standards are set forth
in the pages that follow and are reflected in the character and the conduct of
the directors of the Company and its subsidiaries. We urge you to become
thoroughly familiar with the contents of this Code of Business Conduct and
Ethics (which is sometimes referred to simply as the "Code") and to use it as a
guideline in the performance of your responsibilities for the Company. We also
encourage you to seek assistance either from the Chairman of the Board or the
Company's Chief Executive Officer or Chief Financial Officer when a question or
concern arises with respect to any matter addressed in this material.

     This Code is divided into four sections, each of which contains specific
guidance with respect to Company conduct. As you will see, these sections can be
summarized in the following general principles, which should guide each of us in
the performance of our day-to-day business responsibilities:

     o    Be honest and trustworthy in your relationships with customers,
          suppliers, fellow employees, management, stockholders and the general
          public;

     o    Provide service of the highest quality;

     o    Conduct business in accordance with the letter, spirit and intent of
          applicable laws, regulations and policies;

     o    Maintain confidentiality of third parties including customer, employee
          and Company information;

     o    Avoid outside activities or influences which conflict with the best
          interests of the Company or impair the performance of your work
          responsibilities;

     o    Be economical in using Company resources;

     o    Refrain from using the Company's resources and reputation for personal
          gain.

     These principles are fundamental to the operation of every quality
enterprise.

     The Company may change, update, eliminate, or deviate from the guidelines
in this Code, as necessary, to address specific requirements relating to various
functions and areas of responsibility.
<PAGE>

<TABLE>
<CAPTION>

TABLE OF CONTENTS
                                                           Page

<S>                                                          <C>
I.       CONFLICTS OF INTEREST................................4
         A.    Fair Dealing...................................4
         B.    Respect for the Individual.....................4
         C.    Gifts and Gratuities...........................4
         D.    Personal Financial Interests...................5

II.      CONFIDENTIAL INFORMATION.............................6
         A.    Confidential Information.......................6
         B.    Securities Trading Policy......................6
         C.    Media Disclosure...............................7

III.     RECORDS, PRACTICES, PROPERTY AND ADHERENCE TO LAW....7
         A.    Company Funds and Property.....................7
         B.    Adherence to Applicable Law....................7

IV.      COMPLIANCE WITH THE CODE.............................8
         A.    Responsibility for Compliance..................8
         B.    Reporting Code Violations......................8
         C.    Investigating and Resolving Concerns...........8
         D.    Questions......................................8
</TABLE>

<PAGE>

V. CONFLICTS OF INTEREST

     Conflicts of interest arise when the personal interests of a director are
inconsistent with the responsibilities of his or her position in the Comapny.
Examples of such conflicts include any activity, interest or association that
might influence, or even appear to influence, the independent exercise of a
director's judgment in making a decision or taking an action which is in the
best interests of the Company, its stockholders and the public. The following
categories cover the most common situations (but by no means all situations) in
which a conflict of interest may arise:

A.   Fair Dealing

     Every Company director must deal fairly with the Company's clients,
vendors, competitors and fellow directors. The Company seeks to excel and
outperform our competitors honestly and fairly. Competitive advantage must
result from superior performance, not unethical or illegal business dealings. No
Company director may take unfair advantage of anyone through unethical or
illegal measures, such as manipulation, concealment, abuse of privileged
information, misrepresentation of material facts or any other unfair dealing
practices.

     All Company directors must guard against unfair competitive practices and
exercise extreme caution to avoid conduct that might violate antitrust laws or
other rules prohibiting anti-competitive activities. Violations may carry
criminal penalties. If a competitor or third party proposes to discuss unfair
collusion, price-fixing or other anti-competitive activities, your
responsibility is to object, terminate the conversation or leave the meeting and
report the incident promptly to the Chairman of the Board or the Chairmn of the
Audit Committee.

B.   Respect for the Individual

     The Company strives, on a personal level, to treat each individual with
dignity, consideration and respect. All Company employees and directors should
be honest and fair with others, share the credit when credit is due, avoid
public criticism of one another and encourage an atmosphere in which openness,
cooperation and consultation are the norms. Internal relationships with fellow
directors should be based on the same high standards of integrity and ethical
responsibility that are observed with Company clients, shareholders and the
public. The Company is committed to promoting diversity within our workforce;
achieving it is an important competitive advantage in the global marketplace.

C.   Gifts and Gratuities

     Directors, including members of their immediate families, should not
request or accept a gift, rebate, kickback, compensation or remuneration of any
kind (whether it be in the form of cash, property, services or payment of
expenses), from any organization or individual which supplies to, purchases from
or competes with the Company or any organization or individual with which the
Company does or is likely to do business. This does not apply to routine two-way
exchanges of normal business courtesies, which might reasonably be expected to
be exchanged in the ordinary course of business. The boundaries of
"reasonableness" are not easily defined and in most instances are left to the
good judgment and common sense of the director.


                                       4
<PAGE>

     In certain cases, because of protocol or courtesy, it may be appropriate to
accept an unsolicited gift of nominal value. As a guideline for helping you to
determine whether a particular gift, entertainment or other benefit is
appropriate, you should consider whether it would be considered extravagant or
excessive or whether a disinterested third party might infer that it could
affect your judgment. If so, the gift, entertainment or other benefit should not
be accepted. The receipt of gratuities, such as gifts or entertainment of more
than nominal value, money, loans, vacations, airline tickets, or hotel
accommodations, are prohibited. Under no circumstances whatsoever should any
Company director accept cash gifts from any supplier or vendor of goods or
services to the Company or from any Company customer or agent. If a gift or
gratuity such as those described is received, it should be promptly returned
with a polite note explaining that it is contrary to Company policy to accept
it.

     Similarly, it is also the Company's policy to prohibit directors from
making or offering payments or gifts to influence any decision to be made or
action to be taken in securing or transacting Company business with another
individual or organization. In many instances this is also a violation of law.
This does not intend to prevent sending nominal value gifts sponsored by the
Company for public holidays or special events.

D.   Personal Financial Interests

     A conflict with the interests of the Company arises when a director holds
an investment or other financial interest in any organization, which supplies
to, purchases from or competes with the Company. Such a financial interest might
arise through:

     o    Stock ownership, partnership or other proprietary interest, or holding
          of debt or debt securities.

     o    Receipt of remuneration, compensation, commissions, or brokerage,
          finders, consulting or advisory fees.

     o    Holding office, serving on the Board of Directors, or otherwise
          participating in management.

     o    Borrowing money. (This does not apply to loans from banks or
          commercial lending institutions in the usual manner.)

     o    Ownership of any interest in, or any dealing in, real estate,
          equipment, materials or property where the opportunity for such
          investment is presented to the director solely or substantially as a
          result of his or her position with the Company or where the individual
          stands to gain financially due to his or her position with the
          Company, whether or not such activities shall be detrimental to the
          Company's best interests.

     Certain types of financial interests will not be considered substantial or
material, such as ownership of less than one percent (1%) of any class of stock,
debt or other securities in a public or private company or enterprise.


                                       5
<PAGE>

     Directors may not do Company business with any organization in which they
have a financial interest, without first obtaining the written approval of the
Audit Committee.

VI. CONFIDENTIAL INFORMATION

A.   Confidential Information

     As directors of the Company, we are all responsible for protecting the
Company's confidential information and using that information only for the
Company's purposes. All information developed within the Company with respect to
its business is confidential and should not be disclosed to any unauthorized
person. Directors should not discuss confidential Company information outside
the Company, even with their families. Such information must be protected
because unauthorized disclosure could destroy its value to the Company and give
unfair advantage to others. Examples of Company confidential information
include, without limitation, the Company's manufacturing processes, sources of
supplies, patented processes and manufacturing techniques, technologies and
packaging methods, research and development of new products and new
applications, pricing policies, marketing and distribution programs, computer
programs and data files, non-public sales or earnings results and any other
information concerning the Company's financial, legal or other business
activities. Other information that we have access to may include personal
information about our fellow directors, the Company's officers, directors and
stockholders or our customers. This information is also confidential and may not
be disclosed without proper authorization. The Company's customers properly
expect that this information will be kept confidential. The Company takes any
violation of a customer's confidentiality very seriously and will not tolerate
such conduct.

     Confidential information should be used only as necessary to do your job,
and never for your own benefit. You are responsible for the safe-keeping of any
confidential information, whether verbal, written or electronic, and for
limiting access to those who have a need to know in order to do their jobs. That
means you should avoid discussing confidential information in common areas in
our buildings or in elevators, restaurants, airplanes, taxicabs or other public
areas.

     If you leave the Company, all information and materials (including Company
information, manuals, documents, software, etc.) must be returned on or before
your last day of your term. The obligation to preserve confidential information
continues even after your term of service with the Company. You may not divulge
or use confidential information (or documents containing confidential
information) that you may have learned about or received during your service
with the Company.

B.   Securities Trading Policy

     Many of us who work at the Company, officers and non-officers alike, have
access to confidential information concerning the Company and its affairs. Under
federal securities laws,


                                       6
<PAGE>
if someone possesses non-public information that is found to be "material," that
person may not buy or sell the Company's securities while in the possession of
such "inside information." For these purposes, the Company's securities include
the common stock purchased upon the exercise of Company stock options.

     The standard that applies to the use of such information is one of
"materiality." If the confidential information is "material" or, in other words,
of such significance that a reasonable investor would want to know about it in
deciding whether or not to invest in Company stock, then we, as directors, must
not trade in Company stock until the information is fully disclosed to the
public. It is also illegal to communicate (to "tip") inside information to
others so that they may trade in Company stock based upon that information.
These illegal activities are commonly referred to as "insider trading." Failing
to abide by this standard could result in criminal and/or civil liability under
the insider trading rules of the federal securities laws and other applicable
laws.

     In addition to the above, all Company directors must comply with the
Company's Insider Trading Policy. A copy of the Insider Trading Policy can be
obtaind from the General Counsel.

C.   Media Disclosure

     In the course of our duties, we may receive inquiries from representatives
of the news media. Directors should not talk directly to reporters without first
coordinating it with the Company's Chief Executive Officer or Chief Financial
Officer.

VII. RECORDS, PRACTICES, PROPERTY AND ADHERENCE TO LAW

A.   Company Funds and Property

     We are all personally responsible and accountable for the proper
expenditure of Company funds. This includes Company money spent on travel or
other business expenses. We are also responsible for the proper use and care of
Company property over which we have control. Company equipment or other property
should be handled and cared for properly and should be used only for business
purposes. It should not be used for personal benefit, sold, loaned, given away,
or otherwise disposed of, regardless of its condition or value, without proper
authorization. You are prohibited from doing anything that involves fraud,
theft, embezzlement or misappropriation of Company property.

B.   Adherence to Applicable Law

     The Company requires that all directors, officers, or any third party doing
business on behalf of the Company comply with all laws, rules and regulations
applicable to the Company wherever it does business. The Company acknowledges
that there are differences in local laws and practices between countries. In
some instances, the Code establishes policies and/or requirements that would not
otherwise be required in some countries. In keeping with the


                                       7
<PAGE>

Company's commitment to meet the highest standards of business conduct wherever
we do business, all directors must comply with all aspects of the Code, even if
it is not required by local laws. Conversely, there may be laws in certain
countries which may not specifically apply outside of those countries, and
therefore, not specifically addressed in the Code. You are expected to use good
judgment and common sense in seeking to comply with all applicable laws, rules
and regulations and to ask for advice when you are uncertain about them.

VIII.COMPLIANCE WITH THE CODE

A.   Responsibility for Compliance

     Every director is responsible for compliance with both the letter and
spirit of this Code of Business Conduct and Ethics. Management assumes a special
obligation for its own awareness and the effective communication of this Code to
directors who report to them. This Code shall be distributed to each new
director of the Company upon commencement of his or her term.

B.   Reporting Code Violations

     Any director who knows or believes that any employee, officer, director or
other representative of the Company has engaged or is engaging in conduct
related to the Company that violates applicable law, this Code or any other code
or practice standard applicable to such an individual, should report this
information to the Chief Executive Officer, the Chairman of the oard or the
Audit Committee. You may choose to remain anonymous in reporting any possible
violation of this Code.

     Directors concerned about matters involving accounting, internal accounting
controls or auditing matters should be reported to the Audit Committee.

     This Code should not be construed to prohibit you from testifying,
participating or otherwise assisting in any state or federal administrative,
judicial or legislative proceeding or investigation.

C.   Investigating and Resolving Concerns

     All reports of possible violations will be forwarded to the Audit Committee
who will assume responsibility for evaluating any possible violation and
directing or conducting any investigation. All reports of possible violations
will be handled with the utmost care and receive a thorough review.

     Any waiver of the Code for executive officers and directors of the Company
may be made only by the Company's Board of Directors or a board committee. Any
such waiver must be promptly disclosed to the Company's shareholders.

     Questions

     Directors having any questions regarding the best course of action in a
particular situation should promptly contact the Audit Committee.


                                       8