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 this Company's confidential treatment request.
This Reseller Agreement (the "Agreement") is made effective as of the 28/th/ day of August 2000 (the "Effective
Date"), by and between Airspan Communications Ltd, a company incorporated under the laws of England and
Wales, with registered number 3501881 and with its registered office at Cambridge House, Oxford Rd
UXBRIDGE, UB8 1UN, United Kingdom ("ACL"), and VADO TELECOM Kommunikationstechnik-,
Planungs- und Errichtungsgesellschaft m.b.H., a company organised under the laws of Austria, with its principal
office at Austria - A - 1100 Vienna, Leebgasse 5, Austria ("Reseller").
WHEREAS, ACL is engaged in the design and manufacture of various telecommunications product lines
including, among others, those ACL products more completely described in Schedule I hereto (the ACL
products described in Schedule I, as from time to time amended in accordance with the provisions of this
Agreement, are hereinafter called the "ACL Products," the hardware components thereof are sometimes referred
to separately as "Equipment," the software components thereof are sometimes referred to separately as
"Software" as defined in Section 12.1, and an arrangement of Equipment which, when interfaced with Software,
is operable to perform predetermined functions, is referred to as a "System").
WHEREAS, Reseller is engaged in the development, manufacture, sale and resale of telecommunications
WHEREAS, ACL desires to appoint Reseller as its non-exclusive reseller for the ACL Products for the territory
described in Schedule II hereto (the "Territory").
NOW, THEREFORE, in consideration of the mutual promises herein contained, it is hereby agree