MEMORANDUM OF UNDERSTANDINGS (YZN/ACL-F23)

 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 :

(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.)

 

 

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 :

                                            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