<SUBMISSION>
<ACCESSION-NUMBER>0001193125-03-040685
<TYPE>SC 13D
<PUBLIC-DOCUMENT-COUNT>11
<FILING-DATE>20030821
<GROUP-MEMBERS>JAY J. SALKINI
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>TECORE INC
<CIK>0001259020
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D
</FILING-VALUES>
<MAIL-ADDRESS>
<STREET1>7165 COLUMBIA GATEWAY DR 250
<CITY>COLUMBIA
<STATE>MD
<ZIP>21046
</MAIL-ADDRESS>
</FILED-BY>
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>AIRNET COMMUNICATIONS CORP
<CIK>0000944163
<ASSIGNED-SIC>3663
<IRS-NUMBER>593218138
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D
<ACT>34
<FILE-NUMBER>005-57311
<FILM-NUMBER>03860422
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>3950 DOW ROAD
<STREET2>-
<CITY>MELBOURNE
<STATE>FL
<ZIP>32934
<PHONE>3219841990
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>3950 DOW ROAD
<STREET2>-
<CITY>MELBOURNE
<STATE>FL
<ZIP>32934
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>dsc13d.htm
<DESCRIPTION>SCHEDULE 13D
<TEXT>
<HTML><HEAD>
<TITLE>Schedule 13D</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="4"><B>UNITED STATES </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="4"><B>SECURITIES AND EXCHANGE COMMISSION </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="3"><B>Washington, D.C. 20549 </B></FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman"
SIZE="5"><B>SCHEDULE 13D </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"
ALIGN="center"><FONT FACE="Times New Roman" SIZE="3"><B>Under The Securities Exchange Act of 1934 </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2"><B>AirNet Communications Corporation </B></FONT></P><HR SIZE="1" NOSHADE COLOR="#000000" ALIGN="left"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1"><B>(Name of
Issuer) </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2"><B>Common Stock </B></FONT></P><HR SIZE="1" NOSHADE COLOR="#000000" ALIGN="left"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1"><B>(Title of Class of Securities)
</B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2"><B>00941P 10 6 </B></FONT></P><HR SIZE="1" NOSHADE COLOR="#000000" ALIGN="left"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1"><B>(CUSIP Number) </B></FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman"
SIZE="2"><B>Sonia Galindo, Esquire </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>Whiteford, Taylor &amp; Preston LLP </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"
ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>Seven Saint Paul Street, Baltimore, Maryland 21202 </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>(410) 347-9416
</B></FONT></P><HR SIZE="1" NOSHADE COLOR="#000000" ALIGN="left"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1"><B>(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications) </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"
ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>August 14, 2003 </B></FONT></P><HR SIZE="1" NOSHADE COLOR="#000000" ALIGN="left"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1"><B>(Date of
Event which Requires Filing of this Statement) </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of &#167;&#167;240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box.&nbsp;&nbsp;</FONT><FONT FACE="WINGDINGS" SIZE="2" COLOR="#000000">&#168;</FONT><FONT FACE="Times New Roman" SIZE="2"> </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Note</B>: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See &#167;240.13d-7 for other
parties to whom copies are to be sent. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">* The remainder of this cover page
shall be filled out for a reporting person&#146;s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">The information required on the remainder of this cover page shall not be
deemed to be &#147;filed&#148; for the purpose of Section 18 of the Securities Exchange Act of 1934 (&#147;Act&#148;) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes). </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">CUSIP No. <U>00941P 10 6</U> </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" ALIGN="center">

<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;1.</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="88%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="3"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;TECORE,
Inc.&nbsp;&nbsp;&nbsp;&nbsp;75-2424245</B></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;2.</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="88%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Check the Appropriate Box if a Member of a Group. (See Instructions.)</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2">(a)&nbsp;&nbsp;</FONT><FONT FACE="WINGDINGS" SIZE="2" COLOR="#000000">&#168;</FONT><FONT FACE="Times New Roman" SIZE="2"></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2">(b)&nbsp;&nbsp;</FONT><FONT FACE="WINGDINGS" SIZE="2" COLOR="#000000">&#168;</FONT><FONT FACE="Times New Roman" SIZE="2"></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;3.</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="88%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">SEC Use Only</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;4.</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="88%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Source of Funds (See Instructions)</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="3"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WC</B></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;5.</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="88%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Check if Disclosure of Legal Proceeds Is Required Pursuant to Items 2(d) or 2(e)</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="right" WIDTH="6%"><FONT FACE="Times New Roman" SIZE="2"></FONT><FONT FACE="WINGDINGS" SIZE="2" COLOR="#000000">&#168;</FONT><FONT FACE="Times New Roman" SIZE="2"></FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;6.</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="88%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Citizenship or Place of Organization</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="3"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Texas</B></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
</TABLE>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" ALIGN="center">

<TR>
<TD VALIGN="middle" ALIGN="center" WIDTH="13%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">NUMBER&nbsp;OF</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2">SHARES</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">BENEFICIALLY</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2">OWNED&nbsp;BY</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">EACH</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2">REPORTING</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">PERSON</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2">WITH</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" NOWRAP WIDTH="85%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;7.&nbsp;&nbsp;&nbsp;&nbsp;Sole Voting Power</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;8.&nbsp;&nbsp;&nbsp;&nbsp;Shared Voting Power</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman"
SIZE="3"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;111,008,326*</B></FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2">&nbsp;&nbsp;9.&nbsp;&nbsp;&nbsp;&nbsp;Sole Dispositive Power</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2">10.&nbsp;&nbsp;&nbsp;&nbsp;Shared Dispositive Power</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman"
SIZE="3"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;111,008,326*</B></FONT></P></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="3"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
</TABLE>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" ALIGN="center">

<TR>
<TD VALIGN="top" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">11.</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="88%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Aggregate Amount Beneficially Owned by Each Reporting Person</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman"
SIZE="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>111,008,326*</B></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">12.</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="88%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="right" WIDTH="6%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2"></FONT><FONT FACE="WINGDINGS" SIZE="2" COLOR="#000000">&#168;</FONT><FONT FACE="Times New Roman"
SIZE="2"></FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">13.</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="88%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Percent of Class Represented by Amount in Row (11)</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman"
SIZE="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>56.7%*</B>*</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">14.</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="88%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Type of Reporting Person (See Instructions)</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>CO</B></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
</TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">* Includes 111,008,326 shares of the
Issuer&#146;s common stock issuable upon the conversion of the $12,000,000 Senior Secured Convertible Note dated August 13, 2003. The Senior Secured Convertible Note was acquired under an installment purchase contract; TECORE, Inc. paid $5,000,000
($3,000,000 in cancellation of an outstanding Bridge Note) at Closing on August 13, 2003, with the balance of $7,000,000 payable by TECORE, Inc. in $1,000,000 quarterly installments commencing September 30, 2003; however, TECORE, Inc. may prepay the
balance due at any time. Additional shares may be acquired upon conversion of interest that will accrue at 12% per annum on the principal paid for the Senior Secured Convertible Note. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">** Based on (i) 47,640,908 shares of the Issuer&#146;s common stock outstanding as of August 13, 2003, (ii) 111,008,326 shares of the
Issuer&#146;s common stock issuable upon conversion of the $12,000,000 Senior Secured Convertible Note by TECORE (additional shares may be acquired upon conversion of interest); and (iii) 37,002,775 shares of the Issuer&#146;s common stock issuable
upon conversion of the $4,000,000 Senior Secured Convertible Note by SCP ((ii) and (iii) are convertible at any time into shares of the Issuer&#146;s common stock at an initial conversion price of $0.1081, which is subject to adjustment in the event
of certain dilutive issuances). </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">CUSIP No. <U>00941P 10 6</U> </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
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<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
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<TD VALIGN="top" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;1.</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="88%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="3"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Jay J.
Salkini</B></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;2.</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="88%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Check the Appropriate Box if a Member of a Group. (See Instructions.)</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2">(a)&nbsp;&nbsp;</FONT><FONT FACE="WINGDINGS" SIZE="2" COLOR="#000000">&#168;</FONT><FONT FACE="Times New Roman" SIZE="2"></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2">(b)&nbsp;&nbsp;</FONT><FONT FACE="WINGDINGS" SIZE="2" COLOR="#000000">&#168;</FONT><FONT FACE="Times New Roman" SIZE="2"></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;3.</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="88%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">SEC Use Only</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;4.</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="88%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Source of Funds (See Instructions)</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="3"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;AF, PF</B></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;5.</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="88%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="right" WIDTH="6%"><FONT FACE="Times New Roman" SIZE="2"></FONT><FONT FACE="WINGDINGS" SIZE="2" COLOR="#000000">&#168;</FONT><FONT FACE="Times New Roman" SIZE="2"></FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;6.</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="88%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Citizenship or Place of Organization</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="3"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;United States</B></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
</TABLE>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" ALIGN="center">

<TR>
<TD VALIGN="middle" ALIGN="center" WIDTH="13%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">NUMBER&nbsp;OF</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2">SHARES</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">BENEFICIALLY</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2">OWNED&nbsp;BY</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">EACH</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2">REPORTING</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">PERSON</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2">WITH</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="85%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;7.&nbsp;&nbsp;&nbsp;&nbsp;Sole Voting Power</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman"
SIZE="3"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;92,500*</B></FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2">&nbsp;&nbsp;8.&nbsp;&nbsp;&nbsp;&nbsp;Shared Voting Power</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT
FACE="Times New Roman" SIZE="3"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;111,008,326*</B></FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;9.&nbsp;&nbsp;&nbsp;&nbsp;Sole Dispositive Power</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="3"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;92,500*</B></FONT></P><HR
SIZE="1" NOSHADE COLOR="#000000"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">10.&nbsp;&nbsp;&nbsp;&nbsp;Shared Dispositive Power</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman"
SIZE="3"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;111,008,326*</B></FONT></P></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="3"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
</TABLE>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" ALIGN="center">

<TR>
<TD VALIGN="top" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">11.</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="88%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Aggregate Amount Beneficially Owned by Each Reporting Person</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman"
SIZE="3"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;111,100,826*</B></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">12.</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="88%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="right" WIDTH="6%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2"></FONT><FONT FACE="WINGDINGS" SIZE="2" COLOR="#000000">&#168;</FONT><FONT FACE="Times New Roman"
SIZE="2"></FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">13.</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="88%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Percent of Class Represented by Amount in Row (11)</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman"
SIZE="3"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;56.8%**</B></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">14.</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="88%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Type of Reporting Person (See Instructions)</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="3"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;AF***</B></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
</TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">* Includes 111,008,326 shares of the
Issuer&#146;s common stock issuable upon the conversion of the $12,000,000 Senior Secured Convertible Note dated August 13, 2003. The Senior Secured Convertible Note was acquired under an installment purchase contract; TECORE, Inc. paid $5,000,000
($3,000,000 in cancellation of an Outstanding Bridge Note) at Closing on August 13, 2003, with the balance of $7,000,000 payable by TECORE, Inc. in $1,00,000 quarterly installments commencing September 30, 2003; however, TECORE, Inc. may prepay the
balance due at any time. Additional shares may be acquired upon conversion of interest that will accrue at 12% per annum on the principal paid for the Senior Secured Convertible Note. In addition, 92,500 shares of the Issuer&#146;s common stock held
directly. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">** Based on (i) 47,640,908 shares of the Issuer&#146;s common stock
outstanding as of August 13, 2003, (ii) 111,008,326 shares of the Issuer&#146;s common stock issuable upon conversion of the $12,000,000 Senior Secured Convertible Note by TECORE (additional shares may be acquired upon conversion of interest; and
(iii) 37,002,775 shares of the Issuer&#146;s common stock issuable upon conversion of the $4,000,000 Senior Secured Convertible Note by SCP ((ii) and (iii) are convertible at any time into shares of the Issuer&#146;s common stock at an initial
conversion price of $0.1081, which is subject to adjustment in the event of certain dilutive issuances). </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2">*** The Reporting Person is a controlling shareholder, Director and Officer of TECORE, Inc. and disclaims beneficial ownership of the securities held by TECORE, Inc. except to the extent of his pecuniary interest
therein. </FONT></P>

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<TR>
<TD WIDTH="8%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B>Item&nbsp;1.</B></FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B>Security and Issuer. </B></FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">This statement relates to the Common Stock, $.001 par value per share (the &#147;Common Stock&#148;) of AirNet Communications Corporation, a Delaware
corporation (the &#147;Company&#148;), and shares of Common Stock issuable upon the conversion of the $12,000,000 Senior Secured Convertible Note dated August 13, 2003 (the &#147;Note&#148;) executed by the Issuer. The Company&#146;s principal
executive offices are located at 3950 Dow Road, Melbourne, Florida 32934. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="8%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B>Item&nbsp;2.</B></FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B>Identity and Background. </B></FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(a)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">This statement is filed by: </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(i)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">TECORE, Inc., a Texas corporation (&#147;TECORE&#148;), with respect to the shares of Common Stock issuable upon the conversion of the Note; and </FONT></TD></TR></TABLE> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(ii)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Mr. Jay J. Salkini (&#147;Mr. Salkini&#148;), who is a controlling shareholder, Director and Officer of TECORE, with respect to the shares of Common Stock directly owned by him and
shares of Common Stock issuable upon the conversion of the Note. </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">The foregoing persons are hereinafter sometimes collectively referred to as the &#147;Reporting Persons.&#148; All disclosures herein with respect to any Reporting Person are made only by such Reporting Person. Any
disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(b)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">The business address of the Reporting Persons is the address of the Issuer. </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(c)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">The principal business of TECORE is as a wireless communications solutions provider. Mr. Salkini is the controlling shareholder, Director and Officer of TECORE.
</FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(d)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
</FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(e)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">None of the Reporting Persons has, during the last five years, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result
of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
</FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(f)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">TECORE is a Texas corporation and Mr. Salkini is a resident of the State of Maryland and a citizen of the United States of America. </FONT></TD></TR></TABLE> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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<TD WIDTH="8%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B>Item&nbsp;3.</B></FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B>Source and Amount of Funds and Other Consideration. </B></FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Mr. Salkini purchased with personal funds 92,500 shares of Common Stock of the Issuer, and the acquisition of the remaining 111,008,326 shares of Common
Stock was funded as set </FONT>
</P>

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<FONT FACE="Times New Roman" SIZE="2">forth in Item 4. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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<TR>
<TD WIDTH="8%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B>Item&nbsp;4.</B></FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B>Purpose of the Transaction. </B></FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">On June 5, 2003, TECORE entered in a Securities Purchase Agreement (which is attached hereto as Exhibit 1 and the terms of which are incorporated herein
by reference) (the &#147;Purchase Agreement&#148;) with the Issuer and SCP Private Equity Partners II, L.P. (&#147;SCP&#148;), a Delaware limited partnership, for the issuance and sale to SCP and TECORE of Senior Secured Convertible Notes
(collectively, the &#147;Notes&#148; and each individually a &#147;Note&#148;). The Closing took place on August 13, 2003, and pursuant to the terms of the Purchase Agreement TECORE acquired the Issuer&#146;s Senior Secured Convertible Note due
August 13, 2003 in the principal amount of $12,000,000 under an installment purchase contract. At the Closing TECORE delivered a credit memorandum under which it provided that the outstanding principal amount of $3,000,000 under the terms of a the
Bridge Loan Promissory Note payable to TECORE dated January 24, 2003 (the &#147;Bridge Note&#148;) was deemed satisfied and paid in full (with the accrued interest thereon being deferred until the maturity date of the TECORE Note). The outstanding
principal amount of $3,000,000 under the Bridge Note was applied to the purchase price of the TECORE Note. The remaining $2,000,000 paid at Closing was funded with TECORE&#146;s working capital, and the remaining unpaid balance of $7,000,000 will be
paid with TECORE&#146;s working capital in $1,000,000 quarterly installments commencing September 30, 2003. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">TECORE&#146;s Note is convertible at any time into shares of Common Stock at an initial conversion price of $0.1081, which is subject to adjustment in the
event of certain dilutive issuances. TECORE&#146;s Note also converts automatically in the event of (a) the closing of a secondary public offering of Common Stock if the offering price per share is not less than three times the then applicable
conversion price and the gross proceeds to the Issuer would be not less than $70,000,000 or (b) with certain qualifications, a sale of the Issuer at a minimum price per share in cash or stock of at least three times the then applicable conversion
price. Interest accrues on TECORE&#146;s Note at the rate of 12% per annum and all principal and interest is due and payable on August 13, 2007. TECORE&#146;s Note is secured by a first perfected security interest in all of the assets of the Issuer.
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">With certain exceptions, if the Issuer at any time issues
Common Stock or equity securities convertible or exercisable into Common Stock at a price per share that is less than the then applicable conversion price of TECORE&#146;s Note, the applicable conversion price will be immediately reduced to the
price per share at which such securities were issued. If the Issuer issues shares of Common Stock to the holders of warrants outstanding on the Closing Date upon exercise of such warrants, or to holders of options outstanding on the Closing Date
upon exercise of such options to purchase shares in excess of 300,000 shares, the number of shares into which TECORE&#146;s Note is then convertible will be adjusted to a number that will entitle it to maintain its percentage ownership of the
Issuer. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Under the Purchase Agreement, the following were some
of the conditions of the Closing: (a) the filing of an Eighth Amended and Restated Certificate of Incorporation of the Issuer, which is Exhibit A to the Purchase Agreement and the terms of which are incorporated herein by reference (the
&#147;Restated Charter&#148;) with the Delaware Secretary of State; (b) </FONT>
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<FONT FACE="Times New Roman" SIZE="2">amendment of the Issuer&#146;s bylaws to increase the number of directors to ten (and eleven upon TECORE&#146;s full conversion of its Note) and declassify
the Board of Directors so that each director will stand for re-election on an annual basis; (c) execution of the Voting Agreement by and between SCP and TECORE (which is attached hereto as Exhibit 2 and the terms of which are incorporated herein by
reference) (the &#147;Voting Agreement&#148;); and (d) the election of five individuals nominated by the Board of Directors that were proposed by SCP and TECORE. The five individuals proposed by TECORE and SCP are Jay J. Salkini, Shiblie O. Shiblie,
Hans F. Morris, Christopher Doherty and Munzer Kayyem. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The
Restated Charter provides the holders of the Notes the right to vote the Notes on an as-converted basis at a deemed conversion price of $0.57 with the holders of Common Stock. The Restated Charter also increased the number of authorized shares of
Common Stock from 50,000,000 to 400,000,000 to, among other things, accommodate the shares into which the Notes and the Series B Preferred Stock are convertible. The Restated Charter also eliminated the blank check preferred stock provision that
permitted the Board of Directors to designate the rights, preferences and privileges of a new series of preferred stock without the consent of the Issuer&#146;s stockholders. The Restated Charter eliminated the designation of 50,000 shares of Series
A Junior Participating Preferred Stock and declassified the Board of Directors so that each director stands for re-election on an annual basis. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Under the Voting Agreement, SCP and TECORE agreed to vote all Notes and shares of capital stock owned by them to elect to the Board of Directors: (a) the
Issuer&#146;s chief executive officer; (b) two persons designated from time to time in writing by SCP; (c) four persons designated from time to time in writing by TECORE; and (d) three persons who will be independent within the meaning of Section
301 of the Sarbanes-Oxley Act of 2002, the Securities Exchange Act of 1934, as amended, and applicable national securities exchanges and associations (&#147;Independent&#148;), who will be satisfactory to TECORE and SCP, and who will be elected by
the holders of a majority of the voting power represented by the Notes, the outstanding shares of Common Stock, and any other securities entitled to vote in the election of directors, voting as a single class; provided, that only three of the
persons designated by TECORE will be permitted to take office as directors of the Issuer until such time as the aggregate cash purchase price paid for the Notes under the Purchase Agreement represents a contribution to the Issuer which, relative to
the aggregate market value of the Common Stock as of the date of the Purchase Agreement, permits such additional representation on the Board of Directors within the meaning of the applicable national securities exchanges and associations&#146;
voting rights rules. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Voting Agreement provides that after
TECORE owns a majority of the issued and outstanding shares of Common Stock and for so long as TECORE maintains such majority ownership, SCP and TECORE will vote all Notes and shares of capital stock of the Issuer owned by them (and all other
securities the voting of which is within their control), to (a) maintain a Board of Directors of eleven members, and (b) elect and maintain in office as a director of the Issuer: (i) the Issuer&#146;s chief executive officer; (ii) one person
designated from time to time in writing by SCP; (iii) six persons designated from time to time in writing by TECORE; and (iv) three persons who will be Independent, who will be satisfactory to TECORE and SCP, and who will be elected by the holders
of a majority of the voting power represented by the Notes, the </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">outstanding shares of Common Stock, and any other securities entitled to vote in the election of directors, voting as a
single class. These provisions are subject to change in the event of a default by TECORE in the payment of its Note. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Voting Agreement identified the initial nominees as (a) Glenn Ehley, the Issuer&#146;s chief executive officer; (b) James W. Brown, current Chairman
of the Board of Directors, and Christopher J. Doherty, as the designees of SCP; (c) Jay Salkini, Shiblie Shiblie, Munzer Kayyem, and Hans Morris, as the designees of TECORE; and (d) George Calhoun, Darrell Maynard and Gerald Y. Hattori as the
Independent directors. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">SCP and TECORE also agreed under the
Voting Agreement to take all appropriate action to ensure that the Board of Directors of the Issuer maintains a Compensation Committee and an Audit Committee and that directors, who are satisfactory to SCP and TECORE and permitted to serve on such
committees by applicable Securities and Exchange Commission and national securities exchanges and associations rule and regulations, be appointed to each of the Compensation Committee and the Audit Committee, and to each other significant committee
of the Board of Directors. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">In connection with the Closing,
TECORE executed a counterpart signature to the Second Amended and Restated Agreement Among Series E, Series F and Series G Preferred Stockholders and Senior Registration Rights Agreement (the &#147; Registration Agreement&#148;) (attached as Exhibit
3 hereto and the terms of which are incorporated herein by reference) to include the following shares as &#147;Registrable Securities&#148; (as defined in the Registration Agreement), under the Registration Agreement: Common Stock issued to TECORE
upon the conversion of all or any portion of the TECORE Note. As a party to the Registration Agreement, TECORE is entitled to certain registration rights with respect to its Registrable Securities, as set forth in the Registration Agreement
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Reporting Persons consider the acquisition and ownership
of the Common Stock to be an investment. Subject to the availability of Common Stock at prices deemed favorable by the Reporting Persons, the Reporting Persons&#146; liquidity, the financial condition and results of operation of the Issuer, and
general economic and market conditions prevailing at the time, the Reporting Persons reserve the right to, and may in the future, purchase additional Common Stock from time to time in the open market, through privately negotiated transactions, or
otherwise. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Except as set forth above, none of the Reporting
Persons have any plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a
merger, reorganization, or liquidation, involving the Issuer or any of its securities, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present board of directors or management
of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the present capitalization or dividend policy of the Issuer, (f) any other material
change in the Issuer&#146;s business or corporate structure, (g) changes in the Issuer&#146;s charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person, (h) causing
a class of equity securities of the Issuer </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">becoming eligible for termination of registration pursuant to Section 12 of the Securities Exchange Act of 1934, or (i)
any action similar to any of those enumerated above. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="8%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B>Item&nbsp;5.</B></FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B>Interest in Securities of the Issuer. </B></FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">(a) (i) TECORE beneficially owns 111,008,326 shares of Common Stock of the Issuer. This amount is calculated based on the number of shares of Common Stock issuable upon
conversion of the Note. Additional shares may be acquired upon conversion of interest on the Note. The 111,008,326 shares of Common Stock comprise approximately 56.8% of the total number of shares of Common Stock outstanding as of August 13, 2003 ,
and 111,008,326 shares of the Issuer&#146;s common stock issuable upon conversion of the $12,000,000 Senior Secured Convertible Note; which is convertible at any time into shares of the Issuer&#146;s common stock at an initial conversion price of
$0.1081(subject to adjustment in the event of certain dilutive issuances). </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(ii)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Mr. Salkini directly owns 92,500 shares of Common Stock of the Issuer. Mr. Salkini may, by reason of his status as a principal of TECORE, be deemed to own beneficially the shares of
Common Stock of which TECORE directly owns. Mr. Salkini disclaims beneficial ownership of such shares. </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(b)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Each of Reporting Persons shares the power to vote and to dispose of the shares of Common Stock TECORE directly owns. Mr. Salkini has sole power to vote and to disposes of the
92,500 shares of Common Stock he directly owns. </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(c)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Not applicable. </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(d)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Not applicable. </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(e)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Not applicable. </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="8%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B>Item&nbsp;6.</B></FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B>Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. </B></FONT></TD></TR></TABLE> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">In connection with the Purchase Agreement, the Issuer agreed to amend its
Bonus Program for employees. The Amended and Restated AirNet Bonus Program (the &#147;New Bonus Program&#148;) has been approved and adopted by the Board of Directors of the Issuer effective upon the Closing. The New Bonus Program provides that in
the event of a sale of all or a portion of a Note by a holder of a Note, 10% of the proceeds of such sale in excess of the then outstanding principal and related accrued interest of the Note will be paid from the proceeds received by the holder of
the Note to eligible participants in the New Bonus Program. In addition, ten percent (10%) of the net proceeds available for distribution to the holders of the Issuer&#146;s securities, including holders of the Notes, in connection with a sale of
the Issuer will be distributed to eligible participants in the New Bonus Program, provided that payment of the principal and accrued interest under the Notes will be excluded from the net proceeds available for distribution to security holders for
purposes of calculating these bonus payments. Amounts deemed to be in the money with respect to stock underlying employee options and sold in connection with the </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">sale of the Issuer will be credited against amounts otherwise payable by the Issuer under the New Bonus Program.
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Upon the Closing, SCP and TECORE entered into a Tag Along
Allocation Agreement with the Issuer (which is Exhibit G to the Purchase Agreement and the terms of which are incorporated herein by reference) pursuant to which SCP and TECORE agreed to pay to the Issuer a portion of their sale of Note proceeds,
whether in connection with an isolated sale or the sale of the Issuer, in order to provide the funds for the Issuer to pay the agreed portion of the sale of Note proceeds to employees under the New Bonus Program. This obligation is reduced to the
extent the Issuer&#146;s obligations to the employees is reduced by the offset of the in-the-money amounts with respect to shares underlying stock options and sold in connection with the sale of the Issuer. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Except as otherwise set forth herein or in Item 4, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons with respect to any securities of the Issuer, including but not limited to transfer or voting of any securities of the Issuer, finder&#146;s fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Except as described above and elsewhere in the Schedule 13D, as of the date hereof none of the Reporting Persons are a party to any contract, arrangement,
understanding, or relationship (legal or otherwise) with any person with respect to any securities of the Issuer, including, but no limited to, any agreement concerning (a) transfer of voting of any securities of the Issuer, (b) finder&#146;s fees,
(c) joint venture, (d) loan or option arrangement, (e) puts or calls, (f) guarantees of profits, (g) divisions of profits or losses, or (h) the giving or withholding of proxies. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="8%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B>Item&nbsp;7.</B></FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B>Materials to be Filed as Exhibits. </B></FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The following documents are filed as exhibits to this statement: </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" ALIGN="center">

<TR>
<TD VALIGN="bottom" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1"><B>Exhibit&nbsp;No.</B></FONT><BR><HR WIDTH="63" SIZE="1" NOSHADE COLOR="#000000"></TD>
<TD VALIGN="bottom" WIDTH="10%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="89%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="1"><B>Exhibit Title</B></FONT></P><HR WIDTH="70" SIZE="1" NOSHADE ALIGN="left" COLOR="#000000"></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" ALIGN="center" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">1.</FONT></TD>
<TD VALIGN="bottom" WIDTH="10%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="89%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Securities Purchase Agreement (with all Exhibits) dated June 5, 2003, by and among AirNet Communications Corporation, TECORE,
Inc. and SCP Private Equity Partners II, L.P.</FONT></P></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" ALIGN="center" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">2.</FONT></TD>
<TD VALIGN="bottom" WIDTH="10%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="89%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Voting Agreement dated August 13, 2003, by and between TECORE, Inc. and SCP Private Equity Partners II,
L.P.</FONT></P></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" ALIGN="center" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">3.</FONT></TD>
<TD VALIGN="bottom" WIDTH="10%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="89%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Second Amended and Restated Agreement dated August 13, 2003, Among Series E, Series F and Series G Preferred Stockholders and
Senior Registration Rights Agreement</FONT></P></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" ALIGN="center" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">4.</FONT></TD>
<TD VALIGN="bottom" WIDTH="10%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="89%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Eighth Amended and Restated Certificate of Incorporation</FONT></P></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" ALIGN="center" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">5.</FONT></TD>
<TD VALIGN="bottom" WIDTH="10%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="89%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Senior Secured Convertible Note dated August 13, 2003 in the principal amount of $12 million, issued to
TECORE</FONT></P></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" ALIGN="center" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">6.</FONT></TD>
<TD VALIGN="bottom" WIDTH="10%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="89%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Allonge dated August 13, 2003, between the Issuer and TECORE</FONT></P></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" ALIGN="center" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">7.</FONT></TD>
<TD VALIGN="bottom" WIDTH="10%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="89%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">First Amendment to Security Agreement dated August 13, 2003, among the Issuer, TECORE and SCP, amending the Security Agreement
dated January 24, 2003</FONT></P></TD></TR>
</TABLE>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">


<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" ALIGN="center">

<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" ALIGN="center" WIDTH="2%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;8.</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="93%"><FONT FACE="Times New Roman" SIZE="2">Intercreditor and Subordination Agreement dated August 13, 2003, among the Issuer, Force Computers, Inc. Sanmina Corporation and Brooktrout, Inc.</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" ALIGN="center" WIDTH="2%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;9.</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="93%"><FONT FACE="Times New Roman" SIZE="2">Amended and Restated AirNet Bonus Program dated and effective August 13, 2003</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" ALIGN="center" WIDTH="2%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">10.</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="93%"><FONT FACE="Times New Roman" SIZE="2">Tag-Along Allocation Agreement dated August 13, 2003.</FONT></TD></TR>
</TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>[REMAINDER OF PAGE
LEFT BLANK INTENTIONALLY] </B></FONT></P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B><I>Signature </I></B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman" SIZE="2">Dated: August 21, 2003
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0">

<TR>
<TD VALIGN="top" COLSPAN="3" WIDTH="92%"><FONT FACE="Times New Roman" SIZE="2"><B>T<SMALL>ECORE</SMALL>, I<SMALL>NC</SMALL>.</B></FONT></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT><FONT SIZE="">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center" WIDTH="92%"><FONT FACE="Times New Roman" SIZE="2"><I>/s/&nbsp;&nbsp;&nbsp;&nbsp;J<SMALL>AY</SMALL> J. S<SMALL>ALKINI</SMALL> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</I></FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="3"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="bottom" WIDTH="6%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="92%"><FONT FACE="Times New Roman" SIZE="1">Jay J. Salkini, [President]</FONT></TD></TR>
</TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0">

<TR>
<TD VALIGN="top" COLSPAN="3" WIDTH="92%"><FONT FACE="Times New Roman" SIZE="2"><B>JAY J. SALKINI </B></FONT></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT><FONT SIZE="">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center" WIDTH="92%"><FONT FACE="Times New Roman" SIZE="2"><I>/s/&nbsp;&nbsp;&nbsp;&nbsp;J<SMALL>AY</SMALL> J. S<SMALL>ALKINI</SMALL> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</I></FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="3"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="bottom" WIDTH="6%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="92%"><FONT FACE="Times New Roman" SIZE="1">Jay J. Salkini,</FONT></TD></TR>
</TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>Attention:
Intentional misstatements or omissions of fact constitute Federal criminal </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>violations (See 18 U.S.C. 1001) </B></FONT></P>
</BODY></HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>3
<FILENAME>dex1.txt
<DESCRIPTION>EXHIBIT 1
<TEXT>
<PAGE>

                                                                       Exhibit 1

--------------------------------------------------------------------------------

                          SECURITIES PURCHASE AGREEMENT

                            dated as of June 5, 2003

                                  by and among

                                  TECORE, INC.

                                       and

                       SCP PRIVATE EQUITY PARTNERS II, LP

                                       and

                        AIRNET COMMUNICATIONS CORPORATION

--------------------------------------------------------------------------------

<PAGE>

                          SECURITIES PURCHASE AGREEMENT

     THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is made as of June
5, 2003, by and among TECORE, INC., a Texas corporation ("TECORE"), SCP PRIVATE
EQUITY PARTNERS II, LP, a Delaware limited partnership ("SCP"), and AIRNET
COMMUNICATIONS CORPORATION, a Delaware corporation ("AIRNET"). TECORE and SCP
are sometimes referred to herein collectively as the "INVESTORS," and
individually as an "INVESTOR."

                                    RECITALS
                                    --------

     A. AIRNET desires to issue and sell to INVESTORS and INVESTORS, severally,
desire to subscribe for and purchase from AIRNET, the Notes, as defined in
Section 1 of this Agreement, for the consideration, and on the terms, set forth
in this Agreement.

     B. SCP desires to convert its shares of AIRNET Series B Preferred Stock
into shares of AIRNET Common Stock.

     C. Unless the context otherwise requires, capitalized terms used in this
Agreement or in any schedule or exhibit attached hereto and not otherwise
defined herein shall have the following meanings for all purposes of this
Agreement:

     "Affiliate" means a Person that directly or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with, a
specified Person. For the purposes hereof, the term "control" (including the
terms "controlling," "controlled by" and "under common control with") means the
possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.

     "AIRNET" has the meaning set forth in the first paragraph of this
Agreement.

     "AIRNET Amended Certificate" shall mean the Eighth Amended Certificate of
Incorporation of AIRNET, in the form attached hereto as Exhibit A.

     "AIRNET Charter Documents" has the meaning set forth in Section 2.1.

     "AIRNET Closing Deliveries" has the meaning set forth in Section 1.5(b).

     "AIRNET Common Stock" means the Common Stock, par value $.001 per share of
AIRNET.

     "Allonges" means the Allonges to the Bridge Loan Promissory Notes described
in Section 1.1(d).

     "Amended Bonus Program" means the Amended Bonus Program to be adopted by
AIRNET at or before Closing in the attached hereto as Exhibit B.

<PAGE>

     "Amended Stock Option Plan" shall mean the amended Stock Option Plan, in
the form to be agreed upon among AIRNET and the INVESTORS at or before Closing,
which will permit AIRNET to issue stock options to employees for exercise prices
which may be as low as $0.01 per share.

     "Balance Sheet Date" means March 31, 2003.

     "Benefit Plan" means any Plan, existing at the Closing Date or prior
thereto, established or to which contributions have at any time been made by
AIRNET, or any ERISA Affiliate, under which any employee or former employee of
AIRNET, or any beneficiary thereof, is covered, is eligible for coverage or has
benefit rights.

     "Bridge Loan Promissory Notes" means the Bridge Loan Promissory Notes, each
in the principal amount of Three Million Dollars ($3,000,000), issued by AIRNET
to SCP and TECORE, respectively, on or about January 24, 2003.

     "CERCLA" means the Comprehensive Environmental Response, Compensation and
Liability Act of 1980.

     "Closing" means the consummation of the transactions contemplated by this
Agreement on the Closing Date.

     "Closing Date" has the meaning set forth in Section 1.4.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Collateral" shall have the meaning set forth in the Security Agreement.

     "Copyrights" shall have the meaning set forth in the Security Agreement.

     "Environmental Laws" means any and all applicable Laws and Permits issued,
promulgated or entered into by any Governmental Entity relating to the
environment, the protection or preservation of human health or safety, including
the health and safety of employees (other than OSHA), the preservation or
reclamation of natural resources, or the management, release or threatened
release of Hazardous Materials.

     "Environmental Permit" means any permit, approval, identification number,
license or other authorization required under or issued pursuant to any
applicable Environmental Law.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     "ERISA Affiliate" means any Person who is, or at any time was, a member of
a controlled group (within the meaning of Section 412(n)(6) of the Code) that
includes, or at any time included, AIRNET or any predecessor of AIRNET.

     "Expiration Date" has the meaning set forth in Section 2.

                                       2

<PAGE>

     "First Amendment to Security Agreement" shall mean the amendment to that
certain Security Agreement dated January 24, 2003, by and among AIRNET, TECORE
and SCP, in the form attached hereto as Exhibit C.

     "First Amendment to Registration Rights Agreement" shall mean the amendment
(or other appropriate documentation) to that certain Second Amended and Restated
Agreement Among Series E, Series F and Series G Preferred Stockholders and
Senior Registration Rights Agreement, dated September 7, 1999 as amended through
May 16, 2001, by and among AIRNET, SCP and others, in the form to be agreed upon
among the parties at or before Closing.

     "GAAP" means generally accepted accounting principles of the United States.

     "Governmental Authority" means any governmental, regulatory or
administrative body, agency, subdivision or authority, any court or judicial
authority, or any public, private or industry regulatory authority, whether
national, federal, state, local or otherwise.

     "Hazardous Materials" means those materials, substances or wastes that are
regulated by, or form the basis of liability under, any Environmental Law,
including PCBs, pollutants, solid wastes, explosive or regulated radioactive
materials or substances, wastes or chemicals, petroleum (including crude oil or
any fraction thereof) or petroleum distillates, asbestos or asbestos containing
materials, materials listed in 49 C.F.R. Section 172.101 and materials defined
as hazardous substances pursuant to Section 101(14) of CERCLA.

     "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended (15 U.S.C. Section 18a) and the rules and regulations promulgated
thereunder.

     "Indebtedness" means indebtedness for borrowed money, other than trade debt
incurred in the ordinary course of AIRNET's business.

     "Intellectual Property" has the meaning set forth in the Security
Agreement.

     "INVESTORS" has the meaning set forth in the first paragraph of this
Agreement.

     "Knowledge," "knowledge," "the best knowledge of," "known to" or words of
similar import used herein with respect to AIRNET shall mean the actual
knowledge of a director or officer of AIRNET of a particular fact or
circumstance or such knowledge as may be reasonably imputed to such person as a
result of his actual knowledge of other facts or circumstances.

     "Laws" has the meaning set forth in Section 2.18.

     "Lien" means any mortgage, charge, pledge, hypothecation, security
interest, assignment, lien (Statutory Lien or otherwise), title retention
agreement or arrangement, restrictive covenant or other encumbrance of any
nature or any other arrangement or condition which, in substance, secures
payment or performance of an obligation.

                                       3

<PAGE>

     "Marks" shall have the meaning set forth in the Security Agreement.

     "Material Adverse Effect" means, with respect to any Person, any event or
occurrence which has a material adverse effect on (i) such Person's business,
condition (financial or other), properties, business prospects or financial
results, including, but not limited to, any event or occurrence which has an
adverse effect on the assets, liabilities, revenues, or financial performance of
such Person that could exceed an amount equal to seven percent (7%) of such
Person's gross revenues for the twelve (12) month period ended December 31,
2002, or (ii) such Person's ability to perform its obligations under this
Agreement, the Senior Secured Convertible Notes, the Security Agreement and the
First Amendment to the Security Agreement, the First Amendment to the
Registration Rights Agreement, and the Subordination Agreements.

     "Material Contract" means any lease, instrument, agreement, license or
permit set forth on Schedule 2.9, 2.11, 2.12, 2.13, 2.14, 2.15, 2.16 or 2.21 or
any other material agreement to which AIRNET is a party or by which its
properties are bound.

     "NASDAQ" shall mean the National Association of Securities Dealers
Automated Quotations Stock Market, Inc.

     "Notes" or "Senior Secured Convertible Notes" means the Senior Secured
Convertible Notes to be issued by AIRNET to the INVESTORS, in the forms attached
hereto as Exhibits D and E.

     "Patents" shall have the meaning set forth in the Security Agreement.

     "PBGC" means the Pension Benefit Guaranty Corporation.

     "Person" means any natural person, corporation, partnership,
proprietorship, other business organization, trust, union, association or
Governmental Authority.

     "Plan" means any bonus, incentive compensation, deferred compensation,
pension, profit sharing, retirement, stock purchase, stock option, stock
ownership, stock appreciation rights, phantom stock, leave of absence, layoff,
vacation, day or dependent care, legal services, cafeteria, life, health,
accident, disability, workmen's compensation or other insurance, severance,
separation or other employee benefit plan, practice, policy or arrangement of
any kind, whether written or oral, or whether for the benefit of a single
individual or more than one individual including, but not limited to, any
"employee benefit plan" within the meaning of Section 3(3) of ERISA.

     "Proprietary Rights" shall mean all categories of ideas, trade secrets,
know-how, inventions (whether or not patentable and whether or not reduced to
practice), improvements, processes, procedures, drawings, specifications,
designs, plans, proposals, technical data, copyrightable works, financial,
marketing, and business data, pricing and cost information, business and
marketing plans, customer and supplier lists and information, other confidential
and proprietary information, manufacturing and production processes and
techniques, molds, dies, casts and product configurations, to the extent to
which the foregoing are non-public and subject to commercially reasonable
efforts to maintain their confidential status.

                                       4

<PAGE>

     "Returns" has the meaning set forth at the end of Section 2.19.

     "SCP Closing Deliveries" shall have the meaning set forth in Section
1.5(d).

     "Schedule" means each Schedule attached hereto, which shall reference the
relevant sections of this Agreement, on which parties hereto disclose
information as part of their respective representations, warranties and
covenants.

     "SEC" means the United States Securities and Exchange Commission.

     "Security Agreement" means that certain Security Agreement dated January
24, 2003 by and among AIRNET, SCP and TECORE.

     "Statutory Liens" has the meaning set forth in Section 5.3(e).

     "Stock Option Plan" is AIRNET's equity incentive Plan authorizing the
issuance of up to 30,742,986 shares of Common Stock to its employees,
consultants and directors.

     "Subordination Agreement" shall mean the Subordination Agreement to be
entered into by and among AIRNET, Force Computers, Inc., Sanmina Corporation,
and Brooktrout, Inc., in the form attached hereto as Exhibit F or such other
form as shall be acceptable to the INVESTORS.

     "Tag Along Allocation Agreement" shall mean the Tag Along Allocation
Agreement in the form attached hereto as Exhibit G.

     "Tax" or "Taxes" has the meaning set forth at the end of Section 2.19.

     "Taxing Authority" has the meaning set forth at the end of Section 2.19.

     "TECORE Closing Deliveries" has the meaning set forth in Section 1.5(c).

     "Third Person" has the meaning set forth in Section 11.3.

     "Voting Agreement" shall mean that certain Voting Agreement to be executed
at Closing by TECORE and SCP in form and content to be agreed upon by TECORE and
SCP at or before Closing.

     "1934 Act" means the Securities Exchange Act of 1934, as amended.

     "1933 Act" means the Securities Act of 1933, as amended.

     C. The Recitals set forth hereinabove constitute an integral part of this
Agreement.

                                       5

<PAGE>

     NOW, THEREFORE, in consideration of the premises and of the mutual
agreements, representations, warranties, provisions and covenants herein
contained, the parties hereto, intending to be legally bound, hereby agree as
follows:

1.   ISSUANCE AND SALE OF AIRNET NOTES AND STOCK

     1.1   Notes. Subject to the terms and conditions of this Agreement, at the
Closing, AIRNET will issue and sell to each of the INVESTORS one (1) Senior
Secured Convertible Note (a "Note"), and each INVESTOR will subscribe for and
purchase one (1) such Note from AIRNET. The Note to be issued to SCP will be in
the form of Exhibit D. The Note to be issued to TECORE will be in the form of
Exhibit E.

           (a) Purchase Price for SCP's Note. The purchase price (the "SCP Note
Purchase Price") for the Note to be issued to SCP in the form of Exhibit D will
be equal to Four Million Dollars ($4,000,000). SCP shall pay the SCP Note
Purchase Price, subject to adjustment in accordance with Section 13.6, by (i)
issuing a credit memorandum to AIRNET pursuant to which the outstanding
principal balance payable to SCP under the terms of that certain Bridge Loan
Promissory Note payable to SCP shall be deemed satisfied and paid in full (but
the accrued interest thereon shall be deferred, as provided in subsection (d)
hereinbelow), and (ii) paying the unpaid balance of the SCP Note Purchase Price
by certified check, cashier's check, or wire transfer at Closing.

           (b) Purchase Price for TECORE's Note. The purchase price (the "TECORE
Note Purchase Price") for the Note to be issued to TECORE in the form of Exhibit
E will be equal to Twelve Million Dollars ($12,000,000). TECORE shall pay the
TECORE Note Purchase Price in accordance with the payment schedule set forth
below:

               (i)     An amount equal to Four Million Dollars ($4,000,000)
shall be payable by TECORE at Closing by (i) issuing a credit memorandum to
AIRNET pursuant to which the outstanding principal balance payable to TECORE
under the terms of that certain Bridge Loan Promissory Note payable to TECORE,
shall be deemed satisfied and paid in full (but the accrued interest thereon
shall be deferred as provided in subsection (d) hereinbelow), and (ii) paying
the unpaid balance of the $4,000,000, subject to adjustment in accordance with
Section 13.6, by certified check, cashier's check, or wire transfer at Closing.

               (ii)    An amount equal to One Million Dollars ($1,000,000) shall
be payable on or prior to June 30, 2003, by wire transfer.

               (iii)   An amount equal to One Million Dollars ($1,000,000) shall
be payable on or prior to September 30, 2003, by wire transfer.

               (iv)    An amount equal to One Million Dollars ($1,000,000) shall
be payable on or prior to December 31, 2003, by wire transfer.

               (v)     An amount equal to One Million Dollars ($1,000,000) shall
be payable on or prior to March 31, 2004, by wire transfer.

                                       6

<PAGE>

               (vi)    An amount equal to One Million Dollars ($1,000,000) shall
be payable on or prior to June 30, 2004, by wire transfer.

               (vii)   An amount equal to One Million Dollars ($1,000,000) shall
be payable on or prior to September 30, 2004, by wire transfer.

               (viii)  An amount equal to One Million Dollars ($1,000,000) shall
be payable on or prior to December 31, 2004, by wire transfer.

               (ix)    An amount equal to One Million Dollars ($1,000,000) shall
be payable on or prior to March 30, 2005, by wire transfer.

               (x)     Notwithstanding the foregoing, TECORE shall have the
right, exercisable at its option at any time and from time to time, to prepay
any and all of the payments scheduled above; and, as a consequence thereof, to
enjoy the rights to vote and to the accrual of interest, conversion rights, and
other rights pertaining thereto, accounting from the date of any such
prepayment.

In the event that TECORE shall fail to pay any installment of the purchase price
of TECORE's Note pursuant to paragraphs (ii)-(ix) within 20 days after the due
date, then SCP shall have the right, exercisable within 40 days after such due
date, to make the investment by paying the amount of the installment then past
due (and any subsequent installments when due and payable, to the extent set
forth by SCP in its notice of exercise) instead of TECORE, and AIRNET shall
issue a Note to SCP, in form similar to the Note issued to SCP at the Closing,
in the principal amount of the investment made by SCP. In the event that SCP
shall not exercise its right to make an investment instead of TECORE, TECORE
shall remain obligated to make the investment(s).

           (c) Security for Payment of Notes. AIRNET's obligations under the
Notes shall be secured by a first lien security interest in favor of the
INVESTORS, which shall be evidenced by, and perfected pursuant to, the Security
Agreement, which shall be amended at Closing by the execution and delivery of
the First Amendment to Security Agreement.

           (d) Extension of the Date and Deferral of Accrued Interest on Bridge
Loan Promissory Notes. Each of the INVESTORS hereby agrees that, notwithstanding
the provisions of the Bridge Loan Promissory Notes (i) the Maturity Date of each
such Note shall be extended to the first to occur of (A) the Closing Date, (B)
the date of the termination of this Agreement pursuant to Article 12, or (C)
July 31, 2003, and (ii) all interest that has accrued between January 24, 2003
and the Closing Date under the terms of the Bridge Loan Promissory Notes shall
be deferred and shall be payable on the due date of the Senior Secured
Convertible Notes. Said interest shall compound at the rate of twelve percent
(12%) per annum, with simple interest, accounting from and after the Closing
Date. Allonges to the Bridge Loan Promissory Notes shall be executed at Closing,
reflecting the deferral of interest, as herein provided.

     1.2   AIRNET Common Stock. Subject to the terms and conditions of this
Agreement, at the Closing: (i) SCP shall surrender for conversion to AIRNET all
of SCP's shares of AIRNET Series B Preferred Stock, consisting of 318,471
shares, and as a result of the conversion, shall be issued 6,369,427 shares of
AIRNET Common Stock, and (ii) AIRNET shall issue to SCP 4,625,347 shares of
AIRNET

                                       7

<PAGE>

Common Stock, which SCP agrees to accept in lieu of $500,000 to which SCP is
entitled as a result of the conversion of its shares of Series B Preferred
Stock.

     1.3   Character of Notes and Common Stock. AIRNET, SCP and TECORE, having
adverse interests and as a result of arm's length bargaining, agree that (i)
except as set forth in this Agreement, neither SCP nor TECORE has rendered, or
agreed to render, any services or other consideration to AIRNET in connection
with this Agreement or the issuance of the Notes; (ii) the Notes, when issued,
shall be deemed to have been issued solely for the consideration set forth in
Section 1.1; (iii) SCP has not rendered, or agree to render, any services or
other consideration to AIRNET in connection with the issuance of the AIRNET
Common Stock to SCP pursuant to Section 1.2; and (iv) the AIRNET Common Stock,
when issued pursuant to Section 1.2, shall be deemed to have been issued solely
for the consideration set forth in Section 1.2. SCP, AIRNET and TECORE agree
that the aggregate fair market value of the Notes is equal to the consideration
exchanged therefor pursuant to Section 1.1. The parties agree not to take any
action that is inconsistent with such agreed value, and, without limitation,
agree to file all tax returns and reports consistent with such value.

     1.4   Closing. SCP, TECORE and AIRNET will use their best efforts to close
the purchase and sale of the Notes (the "Closing") provided for in this
Agreement on or before June 30, 2003, provided the Closing will be extended as
necessary for AIRNET to obtain regulatory and stockholder approvals and the
Closing may otherwise be extended to such other date as the parties shall
mutually determine, but in no event later than July 31, 2003, unless all parties
shall agree to a further extension (the "Closing Date"). Closing shall be held
at Whiteford, Taylor & Preston L.L.P., 7 St. Paul Street, Baltimore, Maryland
21202.

     1.5   Closing Obligations. At the Closing, or on the Closing Date, as
applicable:

           (a) AIRNET shall file, or cause to be filed, with the Secretary of
State of Delaware the AIRNET Amended Certificate.

           (b) AIRNET shall deliver or cause to be delivered to INVESTORS the
following: ("AIRNET Closing Deliveries"):

               (i)     Certified copies of resolutions of the Board of Directors
and stockholders of AIRNET, advising, approving and adopting the AIRNET Amended
Certificate, and, in the case of the resolutions of the Board of Directors of
AIRNET, (A) authorizing the issuance to SCP of the Note in the form of Exhibit
D, (B) authorizing the issuance to TECORE of the Note in the form of Exhibit E,
(C) authorizing the issuance to SCP of 6,369,427 shares of AIRNET Common Stock
upon the surrender by SCP of its 318,471 shares of Series B Preferred Stock, (D)
authorizing the issuance to SCP of 4,625,347 shares of AIRNET Common Stock in
lieu of $500,000 to which SCP is entitled as a result of its conversion of its
shares of Series B Preferred Stock, and (E) authorizing and/or approving the
execution of such other documents or instruments, and the performance of such
other acts as may be reasonably requested by TECORE and/or SCP for the purpose
of carrying out and perfecting the transactions contemplated by this Agreement.

               (ii)    Certificates representing the AIRNET Common Stock, duly
issued to SCP, as contemplated in Section 1.2;

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<PAGE>

               (iii)   An employment agreement (the "Employment Agreement") in
the form of Exhibit 1.5(b)(iii) executed by Mr. Glenn Ehley;

               (iv)    The Allonges to the Bridge Loan Promissory Notes, duly
executed by AIRNET;

               (v)     The Notes, duly executed by AIRNET;

               (vi)    The First Amendment to Security Agreement, duly executed
by AIRNET;

               (vii)   A certificate executed by AIRNET to the effect that (A)
except as otherwise stated in such certificate, AIRNET's representations and
warranties in this Agreement were accurate in all respects as of the date of
this Agreement and are accurate in all respects as of the Closing Date as if
made on the Closing Date; (B) AIRNET has performed and complied with all
covenants and conditions required to be performed or complied with by AIRNET
prior to or at the Closing; and attesting to the incumbency of officers
executing documents on behalf of AIRNET;

               (viii)  A Good Standing Certificate of AIRNET as of a recent date
from the Secretary of State of Delaware and similar certificates from all states
in which AIRNET is authorized to do business;

               (ix)    Documentation, in form and content satisfactory to
INVESTORS, duly executed by all holders of Series B Preferred Stock of AIRNET
(including SCP), converting their Series B Preferred Stock into shares of AIRNET
Common Stock, and releasing, waiving and relinquishing all claims or rights in
and to any accrued but unpaid dividends with respect to the Series B Preferred
Stock;

               (x)     The Amended Bonus Program modifying and amending that
certain Amended and Restated AirNet Bonus Program, dated and effective August
12, 2002, together with the Tag Along Allocation Agreement, duly executed by
AIRNET;

               (xi)    The First Amendment to the Registration Rights Agreement,
duly executed by AIRNET, which contains reference to the shares of Common Stock
to be issued to TECORE at Closing, shares of AIRNET Common Stock underlying the
Notes, shares of Common Stock to be issued to SCP at Closing, and shares of
Common Stock to be issued to other Series B Preferred Stockholders at Closing
upon the conversion of their Series B Preferred Stock;

               (xii)   A certified copy of the Amendment to the Stock Option
Plan, which increases the number of shares that may be issued under the Stock
Option Plan to up to 30,742,986 shares, subject to certain conditions set forth
therein; and

               (xiii)  A duly executed Subordination Agreement from Force
Computers, Inc., Sanmina Corporation, and Brooktrout, Inc. (the "Junior Secured
Creditors"), pursuant to which the Junior Secured Creditors will subordinate
their existing liens on AIRNET's assets to the lien and security interest of
INVESTORS.

                                       9

<PAGE>

           (c) TECORE shall deliver or cause to be delivered the following
("TECORE Closing Deliveries"):

               (i)     To AIRNET and SCP, a certificate executed by TECORE to
the effect that (A) except as otherwise stated in such certificate, TECORE's
representations and warranties in this Agreement were accurate in all material
respects as of the date of this Agreement and are accurate in all material
respects as of the Closing Date as if made on the Closing Date; (B) TECORE has
performed and complied with all covenants and conditions required to be
performed or complied with by it prior to or at the Closing; (C) attesting to
the incumbency of officers executing documents on behalf of TECORE;

               (ii)    To AIRNET, the portion of the Note Purchase Price
described in Section 1.1(b)(i);

               (iii)   To AIRNET and SCP, good standing certificates for TECORE
from the State of Texas and the State of Maryland;

               (iv)    To AIRNET, TECORE's credit memorandum acknowledging
satisfaction of the outstanding principal balance of the Bridge Loan Promissory
Note payable to TECORE, and TECORE's countersignature on the Allonge to its
Bridge Loan Promissory Note;

               (v)     To SCP, TECORE's executed counterpart to the Voting
Agreement; and

               (vi)    To AIRNET and SCP, TECORE's executed counterpart of the
Tag Along Allocation Agreement.

           (d) SCP shall deliver or cause to be delivered the following ("SCP
Closing Deliveries"):

               (i)     To AIRNET and TECORE, a certificate executed by SCP to
the effect that (A) except as otherwise stated in such certificate, SCP's
representations and warranties in this Agreement were accurate in all material
respects as of the date of this Agreement and are accurate in all material
respects as of the Closing Date as if made on the Closing Date; (B) SCP has
performed and complied with all covenants and conditions required to be
performed or complied with by it prior to or at the Closing; (C) attesting to
the incumbency of officers executing documents on behalf of SCP;

               (ii)    To AIRNET, the portion of the Note Purchase Price
described in Section 1.1(a)(i);

               (iii)   To AIRNET, certificates for 318,471 shares of AIRNET
Series B Preferred Stock, duly endorsed for transfer;

               (iv)    To AIRNET and TECORE, a good standing certificate for SCP
from the State of Delaware;

                                       10

<PAGE>

               (v)     To AIRNET, that certain Common Stock Purchase Warrant,
dated May 15, 2001, issued by AIRNET to SCP Private Equity Partners, LP, for
955,414 shares, which shall be duly endorsed for cancellation by SCP

               (vi)    To AIRNET, SCP's credit memorandum acknowledging
satisfaction of the outstanding principal balance of the Bridge Loan Promissory
Note payable to SCP, and SCP's countersignature on the Allonge to its Bridge
Loan Promissory Note; and

               (vii)   To TECORE, SCP's executed counterpart of the Voting
Agreement; and

               (viii)  To TECORE and AIRNET, SCP's executed counterpart of the
Tag Along Allocation Agreement.

           (e) INVESTORS on the one hand, and AIRNET on the other hand, shall
also deliver such other documents, instruments, certificates, and opinions as
may be required by this Agreement or as otherwise necessary to consummate the
transactions contemplated hereby.

2.   REPRESENTATIONS AND WARRANTIES OF AIRNET

     AIRNET represents and warrants to INVESTORS that all of the following
representations and warranties in this Section 2 are true and correct at the
date of this Agreement and shall be true and correct at the time of the Closing
Date. It is understood and agreed that such representations and warranties shall
survive the Closing Date for a period of eighteen (18) months (the last day of
such period being the "Expiration Date").

     2.1   Due Organization. AIRNET is a corporation duly incorporated, validly
existing and in good standing under the laws of its state of its incorporation,
and is duly authorized and qualified to do business under all applicable laws,
regulations, ordinances and orders of public authorities to carry on its
business in the places and in the manner as now conducted, to own or hold under
lease the properties and assets it now owns or holds under lease, and to perform
all of its obligations under the Material Contracts; AIRNET is duly qualified to
do business in the jurisdictions listed in Schedule 2.1 and there are no other
jurisdictions in which the conduct of AIRNET's business or activities or its
ownership of assets requires any other qualification under applicable law. True,
complete and correct copies of the Certificate of Incorporation and By-laws,
each as amended, of AIRNET (the "Charter Documents") will be delivered to
INVESTORS pursuant to Section 6.4 hereof. The minute books and stock records of
AIRNET, as heretofore made available to INVESTORS, are correct and complete in
all material respects.

     2.2   Authorization. AIRNET has the authority to execute and deliver this
Agreement and to perform its obligations hereunder. This Agreement constitutes
the valid and binding obligation of AIRNET, enforceable in accordance with its
terms.

     2.3   Capital Stock of AIRNET.

           (a) The authorized capital stock of AIRNET is as set forth in
Schedule 2.3. All of the issued and outstanding shares of capital stock of
AIRNET are owned as set forth in Schedule 2.3. All of

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<PAGE>

the issued and outstanding shares of capital stock of AIRNET have been duly
authorized and validly issued, are fully paid and nonassessable, are owned of
record and beneficially by the stockholders set forth in Schedule 2.3, and were
offered, issued, sold and delivered by AIRNET in compliance with all applicable
state and federal laws concerning the issuance of securities. None of such
shares were issued in violation of the preemptive rights, or other rights, of
any past or present stockholders, option holders, creditors or other Persons.

           (b) AIRNET has never issued any shares of its Series A Junior
Participating Preferred Stock, nor has AIRNET issued or entered into any option,
warrant or other agreement or arrangement, concerning the future issuance of any
shares of Series A Junior Participating Preferred Stock.

     2.4   Capital Structure of AIRNET. Except as set forth on Schedule 2.4: (i)
no option, warrant, call, conversion right or commitment of any kind exists
which obligates AIRNET to issue any of its authorized but unissued capital stock
or its treasury stock; and (ii) AIRNET has no obligation (contingent or
otherwise) to purchase, redeem or otherwise acquire any of its equity securities
or any interests therein or to pay any dividend or make any distribution in
respect thereof. Schedule 2.4 includes a complete listing of all stock option or
stock purchase plans, including a list of all outstanding options, warrants or
other rights to acquire shares of AIRNET capital stock and a description of the
material terms of such outstanding options, warrants or other rights, true,
correct and complete copies of which have been supplied to INVESTORS.

     2.5   Other Interests. Except as set forth on Schedule 2.5, AIRNET does not
presently own, of record or beneficially, or control, directly or indirectly,
any capital stock, securities convertible into capital stock or any other equity
interest in any corporation, association or business entity nor is AIRNET,
directly or indirectly, a participant in any joint venture, partnership or other
non-corporate entity.

     2.6   Financial Statements. AIRNET has delivered to each of INVESTORS
copies of the following financial statements: Balance Sheets, Income Statements
and Statements of Cash Flow, at and for (A) each of the years ended December 31,
2002, 2001, and 2000 which have been audited and certified by Deloitte & Touche,
and (B) and the three (3) month period ended March 31, 2003, prepared internally
by AIRNET. (All of such financial statements collectively are referred to as the
"Financial Statements".) Each of the Financial Statements is consistent with the
books and records of AIRNET (which, in turn, are accurate and complete in all
material respects) and fairly presents AIRNET's financial condition, assets and
liabilities as of their respective dates and the results of operations and cash
flows for the periods related thereto in compliance with GAAP, consistently
applied among the periods which are the subject of the Financial Statements
(except as stated in the Financial Statements or in the footnotes thereto).

     2.7   Liabilities and Obligations. AIRNET has delivered to each of
INVESTORS an accurate list (which is set forth on Schedule 2.7) as of the
Balance Sheet Date of (i) all liabilities of AIRNET in excess of $10,000 which
are not reflected in the AIRNET Financial Statements at the Balance Sheet Date,
and (ii) all loan agreements, indemnity or guaranty agreements, bonds,
mortgages, liens, pledges or other security agreements to which AIRNET is a
party. Except as set forth on Schedule 2.7, since the Balance Sheet Date, AIRNET
has not incurred any material liabilities of any kind, character and
description, whether accrued, absolute, secured or unsecured, contingent or
otherwise, other than liabilities incurred in

                                       12

<PAGE>

the ordinary course of business. AIRNET has also set forth on Schedule 2.7, in
the case of those contingent liabilities related to pending or threatened
litigation, or other liabilities which are not fixed or are being contested, the
following information:

           (a) a summary description of the liability, together with: (i) copies
of all relevant documentation relating thereto; (ii) amounts claimed and any
other action or relief sought; and (iii) name of claimant and all other parties
to the claim, suit or proceeding;

           (b) the name of each court or agency before which such claim, suit or
proceeding is pending;

           (c) the date such claim, suit or proceeding was instituted; and

           (d) a good faith and reasonable estimate of the maximum amount, if
any, which is likely to become payable with respect to each such liability. If
no estimate is provided, the estimate shall for purposes of this Agreement be
deemed to be zero.

     2.8   Accounts and Notes Receivable. AIRNET has delivered to each of
INVESTORS an accurate list (which is set forth on Schedule 2.8) of the accounts
and notes receivable of AIRNET as of the Balance Sheet Date, including any such
amounts which are not reflected in the Financial Statements as of the Balance
Sheet Date, and including receivables from and advances to employees of AIRNET.
Except to the extent reflected on Schedule 2.8 the accounts, notes and other
receivables shown on Schedule 2.8 are and shall be, and AIRNET have no reason to
believe that any such receivable is not or shall not be, collectible in the
amounts shown (in the case of the accounts and notes receivable set forth on
Schedule 2.8, net of reserves reflected in the balance sheet calculated
consistent with the reserves as of the Balance Sheet Date).

     2.9   Intellectual Property; Permits and Intangibles.

           (a) AIRNET has delivered to each of INVESTORS an accurate list (which
is set forth on Schedule 2.9(a)) of all Intellectual Property. Without limiting
the generality of the foregoing, Schedule 2.9(a) includes the following with
respect to all Patents, Copyrights and Marks that are Intellectual Property: (A)
a complete and accurate list of all such Patents, Copyrights and Marks, (B) an
accurate description by country, type or category, and indication of status
(namely, for Patents whether each is unfiled, filed and pending, or issued, and
all dates of maintenance fees paid, if applicable; for Copyrights and Marks,
whether each is completed or in process, registered or unregistered, and all
renewal dates, if applicable), and (C) the name of the owner or licensor and
each licensee and sub-licensee of each Patent, Copyright and Mark. Except as
otherwise indicated in Schedule 2.9(a), no information exists indicating that
any of such Patents, Copyrights or Marks is invalid or has expired.

           (b) AIRNET owns or holds the right to use all the Intellectual
Property necessary to provide, produce, sell and license the services and
products currently provided, produced, sold and licensed by AIRNET, and to
conduct AIRNET's business as presently conducted, and to satisfy and perform the
existing contracts, commitments, arrangements and understandings with customers
of AIRNET.

                                       13

<PAGE>

           (c) Except as set forth on Schedule 2.9(c), AIRNET is the sole record
and beneficial owner of, and holds all right, title and interest in, each item
of Intellectual Property, free and clear of all Liens and any obligation to pay
any license, royalty or other compensation to any Person or to obtain any
approval or consent for use of any of the Intellectual Property, and AIRNET has
the right to freely convey and assign such Intellectual Property in AIRNET's own
name and, including the right to create derivatives. Except as set forth on
Schedule 2.9(c), each item of Intellectual Property which is licensed,
sublicensed, distributed or otherwise used by AIRNET is licensed by AIRNET from
the appropriate third party pursuant to the terms of a written license agreement
which is valid and in full force and effect.

           (d) None of the Intellectual Property owned by AIRNET, and to
AIRNET's Knowledge none of the Intellectual Property licensed, sublicensed,
distributed or otherwise used by AIRNET nor any product or service offered for
sale, sold, leased, licensed, sublicensed or otherwise distributed or provided
by AIRNET, or any other conduct of AIRNET, infringes upon, misappropriates or
otherwise violates any intellectual property rights of any other Person, and to
AIRNET's Knowledge, no Intellectual Property owned by AIRNET or exclusively
licensed by AIRNET from a third Person is infringed upon, misappropriated or
otherwise violated by any other entity. Except as set forth on Schedule 2.9(d),
AIRNET has not received any charge, complaint, claim, demand, or notice alleging
that any item of Intellectual Property owned, licensed, sublicensed, distributed
or otherwise used by AIRNET nor any product or service offered for sale, sold,
leased, licensed, sublicensed or otherwise distributed or provided by AIRNET, or
any other conduct of AIRNET, infringes upon, misappropriates or otherwise
violates any intellectual property rights of any other Person.

           (e) No Intellectual Property owned by AIRNET and, to AIRNET's
Knowledge, no product, process or service practiced, offered, licensed or sold
or under development by AIRNET, infringes or otherwise violates any right of
publicity or right of privacy of any Person, or would, except as set forth on
Schedule 2.9(e), give rise to an obligation to render an accounting to any
Person as a result of co-authorship, co-invention or an express or implied
contract for any use or transfer.

           (f) No breach or default (or event which with notice or lapse of time
or both would result in a breach or default) by AIRNET exists or has occurred
under any licenses or other contracts by which AIRNET has received from a Person
a license, lease or other grant of any interest or rights to any Intellectual
Property.

           (g) No current or former employees, principals, investors or
independent contractors of AIRNET have any claims or rights to any of the
Intellectual Property. All personnel (including employees, agents, consultants
and contractors) who have contributed to or participated in the conception
and/or development of the Intellectual Property on behalf of AIRNET have
executed nondisclosure agreements substantially in the form set forth in
Schedule 2.9(g) and either (A) have been a party to a "work-for-hire" and/or
other arrangement or agreements with AIRNET in accordance with applicable law
that has accorded AIRNET full, effective, exclusive and original ownership of
all tangible and intangible property and Intellectual Property rights thereby
arising or relating thereto, or (B) have executed appropriate instruments of
assignment in favor of AIRNET as assignee that have irrevocably conveyed to
AIRNET effective and exclusive ownership of all tangible and intangible property
rights thereby arising and related thereto.

                                       14

<PAGE>

           (h) To AIRNET's knowledge, the Proprietary Rights included in the
Intellectual Property (A) have at all times been maintained in strict
confidence, (B) have been disclosed by AIRNET only to employees, directors,
board observers, and consultants who work with directors or observers
representing stockholders of AIRNET who have a "need to know" the contents
thereof in connection with the performance of their duties to AIRNET or to such
stockholders and who have executed nondisclosure agreements or were subject to
nondisclosure obligations, and (C) have not been disclosed to any third party,
except those third parties specifically identified in Schedule 2.9(h) on a
"need-to-know" basis who have executed nondisclosure agreements with AIRNET.
Neither AIRNET nor any other third party has taken any action nor, to the
Knowledge of AIRNET failed to take any action that directly or indirectly caused
any of such Proprietary Rights to enter the public domain or in any way
adversely affect its value to AIRNET or its ownership thereof.

           (i) Except as specifically provided in Schedules 2.9(a) or 2.9(c),
the transactions contemplated by this Agreement will not (i) to AIRNET's
Knowledge, result in the infringement, misappropriation or other violation by
AIRNET of any intellectual property rights of any other Person, (ii) infringe,
misappropriate or otherwise violate any intellectual property rights listed on
Schedule 2.9(j), (iii) alter or impair any of AIRNET's rights in any
Intellectual Property, or (iv) result in a default under or a breach or
violation of, or adversely affect the rights and benefits afforded to AIRNET by,
any license, sublicense, nondisclosure agreement or other agreement or
instrument relating to the Intellectual Property, or any licenses, franchises,
permits or government authorizations listed on Schedule 2.9(b). Except with
respect to any Intellectual Property identified on Schedule 2.9(a) as having
been "abandoned", AIRNET has taken all necessary and desirable action to
maintain and protect each item of Intellectual Property set forth on Schedule
2.9(a).

           (j) AIRNET holds all licenses, franchises, permits and other
governmental authorizations, including (without limitation) all export and FCC
licenses, which are required for the conduct of any aspect of AIRNET's business,
as presently conducted and as conducted at any time since January 1, 1999.
AIRNET has delivered to each of INVESTORS an accurate list and description
(which is set forth on Schedule 2.9(j)) of all such licenses, franchises,
permits and other governmental authorizations, including permits, titles,
licenses, franchises and certificates. The licenses, franchises, permits and
other governmental authorizations listed on Schedule 2.9(j) are valid and
current, and AIRNET has not received any notice that any Governmental Authority
intends to cancel, terminate or not renew any such license, franchise, permit or
other governmental authorization. AIRNET has conducted and is conducting its
business in compliance with the requirements, standards, criteria and conditions
set forth in the licenses, franchises, permits and other governmental
authorizations listed on Schedule 2.9(j), and all laws and regulations
applicable thereto, and is not in violation of any of the foregoing. Except as
set forth on Schedule 2.9(j), the consummation of the transactions contemplated
hereunder will not alter or impair or require changes to any such license,
franchise, permit or other governmental authorization.

     2.10  Environmental Matters. To AIRNET's Knowledge, AIRNET is, and its
operations and activities are, and have at all times been, in compliance in all
material respects with all applicable Environmental Laws and all Environmental
Permits. To AIRNET's Knowledge, all past noncompliance of AIRNET with
Environmental Laws or Environmental Permits (if any) has been completely
resolved without any pending, ongoing or future obligation, cost or liability.
To AIRNET's Knowledge, AIRNET has not

                                       15

<PAGE>

released a Hazardous Material at, or transported a Hazardous Material to or
from, any real property currently or formerly owned, leased or occupied by
AIRNET in amounts that violate, or would require remediation under, any
Environmental Law. To AIRNET's Knowledge, AIRNET has not received any notice,
demand, suit or information request pursuant to any Environmental Law, and has
no reason to believe any such notice, demand, suit or information request will
be forthcoming. To AIRNET's Knowledge, no property to which AIRNET or any Person
on behalf of AIRNET sent waste is listed on any regulatory list of contaminated
properties, including but not limited to the National Priorities List
promulgated pursuant to CERCLA, the Comprehensive Environmental Response,
Compensation and Liability Information System or CERCLIS or any federal, state
or local counterpart.

     2.11  Personal Property. AIRNET has delivered to each of INVESTORS an
accurate list (which is set forth on Schedule 2.11) of (a) all personal property
with a net book market value individually in excess of $50,000 which is included
(or that will be included) in "depreciable plant, property and equipment" (or
similarly named line item) on the balance sheet of AIRNET as of the Balance
Sheet Date, (b) all other personal property owned by AIRNET with a value
individually in excess of $50,000 (i) as of the Balance Sheet Date and (ii)
acquired since the Balance Sheet Date and (c) all leases and agreements in
respect of personal property with a value individually in excess of $50,000,
including, in the case of each of (a), (b) and (c), (1) true, complete and
correct copies of all such leases which have been provided to each of INVESTORS'
respective legal counsel and (2) a listing of the capital costs of all such
assets which are subject to capital leases. Except as set forth on Schedule
2.11, (i) all personal property with a value individually in excess of $50,000
used by AIRNET in its business is either owned by AIRNET or leased by AIRNET
pursuant to a lease included on Schedule 2.11, (ii) all of the personal property
listed on Schedule 2.11 is in good working order and condition, ordinary wear
and tear excepted, and (iii) all leases and agreements included on Schedule 2.11
are in full force and effect and constitute valid and binding agreements of
AIRNET, and to AIRNET's Knowledge, of the other parties (and their successors)
thereto in accordance with their respective terms.

     2.12  Significant Customers; Material Contracts and Commitments. AIRNET has
delivered to each of INVESTORS an accurate list (which is set forth on Schedule
2.12) of all significant customers, it being understood and agreed that a
"significant customer," for purposes of this Section 2.12, means a customer (or
Person or entity) representing 5% or more of AIRNET's annual revenues as of the
Balance Sheet Date. Except to the extent set forth on Schedule 2.12, none of
AIRNET's significant customers has canceled or substantially reduced or, to the
knowledge of AIRNET, is currently attempting or threatening to cancel, a
contract or substantially reduce utilization of the services provided by AIRNET.
Schedule 2.12 also contains a list of all significant suppliers of AIRNET, it
being understood and agreed that a "significant supplier," for purposes of this
Section 2.12, means a supplier that provides materials, products, or
Intellectual Property to AIRNET that are essential to the production,
manufacture, assembly, sale, or distribution by AIRNET of any products, goods or
services sold or performed by AIRNET in the ordinary course of its business.

     Except as listed or described on Schedule 2.12, as of or on the date
hereof, AIRNET is not a party to or bound by, nor do there exist any, contracts
relating to or in any way affecting the operation or ownership of AIRNET's
business that are of a type described below:

                                       16

<PAGE>

           (a) any collective bargaining arrangement with any labor union or any
such agreement currently in negotiation or proposed;

           (b) any contract for capital expenditures or the acquisition or
construction of fixed assets for or in respect of real property other than in
AIRNET's ordinary course of business in excess of $50,000;

           (c) any contract with a term in excess of one year for the purchase,
maintenance, acquisition, sale or furnishing of materials, supplies,
merchandise, machinery, equipment, parts or other property or services (except
that AIRNET need not list any such contract made in the ordinary course of
business which requires aggregate future payments of less than $50,000);

           (d) any contract relating to the borrowing of money, or the guaranty
of another person's borrowing of money, including, without limitation, all
notes, mortgages, indentures and other obligations, agreements and other
instruments for or relating to any lending or borrowing, including assumed
indebtedness;

           (e) any contract granting any person a lien on any of the assets of
AIRNET, in whole or in part;

           (f) any contract for the cleanup, abatement or other actions in
connection with Hazardous Materials, the remediation of any existing
environmental liabilities or relating to the performance of any environmental
audit or study;

           (g) any contract granting to any person a first-refusal, first-offer
or similar preferential right to purchase or acquire any of the assets of
AIRNET's business other than in the ordinary course of business;

           (h) any contract under which AIRNET is

               (i)     a lessee or sublessee of any machinery, equipment,
vehicle or other tangible personal property or real property, or

               (ii)    a lessor of any real property or tangible personal
property owned by AIRNET, in either case having an original value in excess of
$50,000;

           (i) any contract providing for the indemnification of any officer,
director, employee or other person, where such indemnification may exceed the
sum of $50,000;

           (j) any joint venture or partnership contract; and

           (k) any other contract with a term in excess of one year, whether or
not made in the ordinary course of business, which involves payments to or from
AIRNET in excess of $50,000.

                                       17

<PAGE>

AIRNET has provided to each of INVESTORS a true and complete copy of each
written Material Contract, including all amendments or other modifications
thereto. Except as set forth on Schedule 2.12, each Material Contract is a valid
and binding obligation of AIRNET, enforceable against AIRNET in accordance with
its terms (subject to defenses that may be available to AIRNET), and is in full
force and effect. Except as set forth on Schedule 2.12, AIRNET has performed all
obligations required to be performed by it under each Material Contract and
neither AIRNET nor, to the knowledge of AIRNET, any other party to any Contract,
is (with or without the lapse of time or the giving of notice or both) in breach
or default in any material respect thereunder; and there exists no condition
which, to the knowledge of AIRNET, would constitute a breach or default
thereunder. AIRNET has not been notified that any party to any Material Contract
intends to cancel, terminate, not renew or exercise an option under any Material
Contract, whether in connection with the transactions contemplated hereby or
otherwise.

     2.13  Real Property.

           (a) AIRNET owns no real property.

           (b) Schedule 2.13(b) includes an accurate list of real property
leases to which AIRNET is a party and an indication as to which such properties,
if any, are currently owned, or were formerly owned, by Affiliates of AIRNET.
Counsel to each of INVESTORS has been provided with true, complete and correct
copies of all leases and agreements in respect of such real property leased by
AIRNET. Except as set forth on Schedule 2.13(b), all of such leases included on
Schedule 2.13(b) are in full force and effect and constitute valid and binding
agreements of AIRNET and, to AIRNET's knowledge, of the parties (and their
successors) thereto in accordance with their respective terms.

     2.14  Insurance.

           (a) AIRNET has delivered to each of INVESTORS:

               (i)     true and complete copies of all policies of insurance to
which AIRNET is a party or under which AIRNET, or any director of AIRNET, is or
has been covered at any time within two years preceding the date of this
Agreement;

               (ii)    true and complete copies of all pending applications for
policies of insurance; and

               (iii)   any statement by the auditor of AIRNET's financial
statements with regard to the adequacy of such entity's coverage or of the
reserves for claims.

*          (b) Schedule 2.14(b) describes:

               (i)     any self-insurance arrangement by or affecting AIRNET,
including any reserves established thereunder; any contract or arrangement,
other than a policy of insurance, for the transfer or sharing of any risk by
AIRNET; and

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<PAGE>

               (ii)    all obligations of AIRNET to third parties with respect
to insurance (including such obligations under leases and service agreements),
and identifies the policy under which such coverage is provided.

           (c) Schedule 2.14(c) sets forth, by year, for the current policy year
and each of the preceding two policy years:

               (i)     a summary of the loss experience under each policy;

               (ii)    a statement describing each claim under an insurance
policy for an amount in excess of $5,000, which sets forth:

                       (A)  the name of the claimant;
                       (B)  a description of the policy by insurer, type of
                            insurance and period of coverage; and
                       (C)  the amount and a brief description of the claim
                            (excluding any confidential information relating to
                            the medical or dental condition of any claimant);
                            and

               (iii)   a statement describing the loss experience for all claims
that were self-insured, including the number and aggregate cost of such claims.

           (d) Except as set forth on Schedule 2.14(d):

               (i)     All policies to which AIRNET is a party or that provide
coverage to AIRNET:
                       (A)  are valid, outstanding and enforceable;
                       (B)  are sufficient for compliance with all legal
                            requirements and Material Contracts to which AIRNET
                            is a party or by which it is bound; and
                       (C)  will be in full force and effect upon the Closing in
                            accordance with their respective terms;

               (ii)    AIRNET has not received:

                       (A)  any refusal of coverage or any notice that a defense
                            will be afforded with reservation of rights, or

                       (B)  any notice of cancellation or any other indication
                            that any insurance policy is no longer in full force
                            or effect or will not be renewed or that the issuer
                            of any policy is not willing or able to perform its
                            obligations thereunder;

               (iii)   AIRNET has paid all premiums due, and has otherwise
performed all of its obligations, under each policy to which it is a party or
that provides coverage to it or any director thereof

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<PAGE>

               (iv)    AIRNET has given notice to the insurer of all claims
known by it to be insured thereby.

     2.15  Compensation; Employment Agreements; Organized Labor Matters.

           (a) AIRNET has delivered to each of INVESTORS an accurate list (which
is set forth on Schedule 2.15) showing all officers, directors and key employees
of AIRNET, listing all employment agreements with such officers, directors and
key employees and the rate of compensation (and the portions thereof
attributable to salary, bonus and other compensation, respectively) of each of
such Persons as of (i) the Balance Sheet Date, and (ii) if different, the date
hereof. AIRNET has provided to each of INVESTORS true, complete and correct
copies of any employment agreements for persons listed on Schedule 2.15. Since
the Balance Sheet Date, there have been no increases in the compensation payable
or any special bonuses to any officer, director, key employee or other employee,
except ordinary salary increases implemented on a basis consistent with past
practices.

           (b) Except as set forth on Schedule 2.15, there is no, and within the
last three (3) years AIRNET has not experienced any, strike, picketing, boycott,
work stoppage or slowdown, other labor dispute, union organizational activity,
allegation, charge or complaint of unfair labor practice, employment
discrimination or other matters relating to the employment of labor, pending or,
to AIRNET's knowledge, threatened against AIRNET; nor is there, to the knowledge
of AIRNET, any basis for any such allegation, charge or complaint. There is no
request directed to AIRNET for union or similar representation pending and, to
AIRNET's knowledge, no question concerning representation has been raised. To
AIRNET's knowledge, no key employee and no group of employees has any plans to
terminate employment with AIRNET. AIRNET has complied in all material respects
with all applicable laws relating to the employment of labor, including
provisions thereof relating to wages, hours, equal opportunity, collective
bargaining and the payment of social security and other taxes. AIRNET is not
liable for any arrearages of wages or any taxes or penalties for failure to
comply with any such laws, ordinances or regulation.

     2.16  Employee Plans. AIRNET has delivered to each of INVESTORS an accurate
listing (which is set forth on Schedule 2.16) showing all Benefit Plans of
AIRNET, together with true, complete and correct copies of such Benefit Plans,
agreements and any trusts related thereto, and classifications of employees
covered thereby as of the Balance Sheet Date. AIRNET is not required to
contribute to any Benefit Plan pursuant to the provisions of any collective
bargaining agreement establishing the terms and conditions of employment of any
of AIRNET's employees.

     2.17  Compliance with ERISA. All Benefit Plans that are intended to qualify
under Section 401(a) of the Code are and have been so qualified and have been
determined by the Internal Revenue Service to be qualified in form, and copies
of such determination letters have been delivered to INVESTOR's counsel. All
reports and other documents required to be filed with any Governmental Authority
or distributed to plan participants or beneficiaries (including, without
limitation, Form 5500) have been timely filed or distributed, and copies thereof
have been provided to INVESTORS. To AIRNET's Knowledge, neither AIRNET, any such
Benefit Plan, nor any "disqualified person" or "party in interest" as such terms
are defined in Section 4975 of the Code or Section 3(14) of ERISA has engaged in
any material transaction prohibited under the provisions of Section 4975 of the
Code or Section 406 of ERISA.

                                       20

<PAGE>

No Benefit Plan has incurred an accumulated funding deficiency, as defined in
Section 412(a) of the Code and Section 302(1) of ERISA, and AIRNET has not
incurred any liability for excise tax or penalty due to the Internal Revenue
Service nor any liability to the PBGC. AIRNET further represent that:

           (a) There have been no terminations, partial terminations or any
discontinuance of contributions to any such Benefit Plan intended to qualify
under Section 401 (a) of the Code without notice to and approval by the Internal
Revenue Service;

           (b) No such Benefit Plan subject to the provisions of Title IV of
ERISA has been terminated;

           (c) There have been no "reportable events" (as that phrase is defined
in Section 4043 of ERISA) with respect to any Benefit Plan;

           (d) AIRNET has not incurred liability under Section 4062 of ERISA;

           (e) No circumstances exist pursuant to which AIRNET could have any
material direct or indirect liability whatsoever (including, but not limited to,
any liability to any multi-employer plan or the PBGC under Title IV of ERISA or
to the Internal Revenue Service for any excise tax or penalty, or being subject
to any statutory lien to secure payment of any such liability) with respect to
any Benefit Plan now or heretofore maintained or contributed to by any entity
other than AIRNET that is, or at any time was, a member of a "controlled group"
(as defined in Section 412(n)(6)(B) of the Code) that includes AIRNET;

           (f) AIRNET is not now, nor can it as a result of its past activities
become, liable to the PBGC or to any multi-employer employee pension benefit
plan under the provisions of Title IV of ERISA;

           (g) All Benefit Plans and the administration thereof are in
substantial compliance with their terms and all applicable provisions of ERISA
and the regulations issued thereunder, as well as with all other applicable
federal, state and local statutes, ordinances and regulations;

           (h) All accrued contribution obligations of AIRNET with respect to
any Benefit Plan have either been fulfilled in their entirety or are fully
reflected on the balance sheet of AIRNET as of the Balance Sheet Date.

           (i) No claim, lawsuit, arbitration or other action has been
threatened, asserted, or instituted against any Benefit Plan or related trust,
any trustee or fiduciaries thereof, AIRNET, or any director, officer or employee
thereof;

           (j) No Benefit Plan is under audit or investigation by any
Governmental Authority and no such completed audit, if any, has resulted in the
imposition of any tax or penalty;

           (k) Each Benefit Plan intended to meet requirements for tax-favored
treatment under Sections 79, 106, 117, 120, 125, 127, 129 or 132 of the Code
satisfies the applicable requirements under the Code;

                                       21

<PAGE>

           (l) With respect to each Benefit Plan that is funded fully or
partially through an insurance policy, AIRNET has no material liability in the
nature of retroactive rate adjustment, loss sharing arrangement or other actual
or contingent liability arising wholly or partially out of events occurring on
or before the Balance Sheet Date;

           (m) The consummation of the transactions contemplated by this
Agreement will not give rise to any liability, including, without limitation,
liability for severance pay, unemployment compensation or termination pay, or
accelerate the time of payment or vesting or increase the amount of compensation
or benefits due to any current, former, or retired employee or their
beneficiaries solely by reason of such transactions;

           (n) Except as set forth on Schedule 2.17(n), neither AIRNET nor any
member of a "controlled group" which includes AIRNET maintains, contributes to,
or in any way provides for any benefits of any kind whatsoever (other than under
Section 4980B of the Code or Title I, Subtitle B, Part 6 of ERISA, the federal
Social Security Act or a plan qualified under Section 401(a) of the Code) to any
current or future retiree or terminated employee;

           (o) Neither AIRNET nor any officer or employee thereof, has made any
promises or commitments, whether legally binding or not, to create any
additional plan, agreement or arrangement, or to modify or change any existing
Benefit Plan; and

           (p) AIRNET has complied in all material respects with the
requirements of Section 4980B of the Code and Title I, Subtitle B, Part 6 of
ERISA.

     2.18  Conformity with Law; Litigation. Except as set forth on Schedule
2.18, AIRNET has complied with all laws, rules, regulations, writs, injunctions,
decrees, and orders applicable to it or to the operation of its business
(collectively, "Laws") and has not received any notice of any alleged claim or
threatened claim, violation of, liability or potential responsibility under, any
such Law which has not heretofore been cured and for which there is no remaining
liability. Without limiting the generality of the foregoing, AIRNET has complied
with all applicable federal, state and local Laws relating to the sale,
distribution or registration of securities, or to any Laws relating to antitrust
and trade regulation.

     Except to the extent set forth on Schedule 2.7 or as set forth on Schedule
2.18 (which shall disclose the parties to, nature of, and relief sought for each
matter to be disclosed on Schedule 2.18):

           (a) There is no suit, action, proceeding, claim, order or, to
AIRNET's Knowledge, investigation pending or, to AIRNET's Knowledge, threatened
against either AIRNET or any Benefit Plan, or any fiduciary of any such Benefit
Plan or, to the Knowledge of AIRNET, pending or threatened against any of the
officers, directors or employees of AIRNET with respect to its business or
proposed business activities or to which AIRNET is otherwise a party, which
would have a Material Adverse Effect on AIRNET, before any court, or before any
Governmental Authority (collectively, "Claims"); nor, to AIRNET's Knowledge, is
there any basis for any such Claims.

           (b) AIRNET is not subject to any judgment, order or decree of any
court or Governmental Authority; AIRNET has not received any opinion or
memorandum from legal counsel to the

                                       22

<PAGE>

effect that it is exposed, from a legal standpoint, to any liability or
disadvantage which may be material to its business. AIRNET is not engaged in any
legal action to recover monies due it or for damages sustained by it.

           (c) AIRNET's current insurance is adequate to cover all pending or
threatened Claims, AIRNET has given all required notice of such Claims to its
appropriate insurance carrier(s) and/or all such claims have been fully reserved
for on the Financial Statements. Schedule 2.18 lists the insurer for each Claim
covered by insurance or designates each Claim, or portion of each Claim, as
uninsured and the individual and aggregate policy limits for the insurance
covering each insured Claim and the applicable policy deductibles for each
insured Claim.

Schedule 2.18 sets forth all closed litigation matters to which AIRNET was a
party during the three (3) years preceding the Closing, the date such litigation
was commenced and concluded, and the nature of the resolution thereof (including
amounts paid in settlement or judgment).

     2.19  Taxes. Except as set forth on Schedule 2.19:

           (a) To AIRNET's Knowledge, all Returns required to have been filed by
or with respect to AIRNET have been duly filed, and each such Return correctly
and completely reflects the Tax liability and all other information required to
be reported thereon. All Taxes with respect to items or periods covered by all
such Returns (whether or not shown on any Return) owed by AIRNET have been paid.

           (b) To AIRNET's Knowledge, the provisions for Taxes due by AIRNET in
the Financial Statements are sufficient for all unpaid Taxes, being current
taxes not yet due and payable, of AIRNET.

           (c) AIRNET is not a party to any agreement extending the time within
which to file any Return. No claim has ever been made by any Taxing Authority in
a jurisdiction in which AIRNET does not file Returns that it is or may be
subject to taxation by that jurisdiction that is unresolved or if adversely
determined would have a Material Adverse Effect on AIRNET.

           (d) AIRNET has withheld and paid all Taxes required to have been
withheld and paid in connection with amounts paid or owing to any employee,
creditor, independent contractor or other third party.

           (e) There is no dispute or claim concerning any Tax liability of
AIRNET either (i) claimed or raised by any Taxing Authority or (ii) otherwise
known to AIRNET. No issues have been raised in any examination by any Taxing
Authority with respect to AIRNET which, by application of similar principles,
reasonably could be expected to result in a proposed deficiency for any other
period not so examined. Schedule 2.19(e) lists all federal, state, local and
foreign income Tax Returns filed by AIRNET for all taxable periods ended on or
after January 1, 1999, indicates those Returns, if any, that have been audited,
and indicates those Returns that currently are the subject of audit. AIRNET has
delivered to INVESTORS complete and correct copies of all federal, state, local
and foreign income Tax Returns filed by, and all Tax examination reports and
statements of deficiencies assessed against or agreed to by, AIRNET since
January 1, 1999.

                                       23

<PAGE>

           (f) AIRNET has not waived any statute of limitations, the waiver of
which remains in effect on the date hereof, in respect of Taxes or agreed to any
extension of time with respect to any Tax assessment or deficiency.

           (g) AIRNET has not made any payments, and, except for certain
payments that might be made pursuant to the terms of AIRNET's employment
agreement with Glenn Ehley, is not obligated to make any payments, and is not a
party to any agreement that under certain circumstances could require it to make
any payments, that are not deductible (i) under Section 280G of the Code or (ii)
as compensation under Section 162(m) of the Code or any similar provision under
state and/or local law.

           (h) AIRNET is not a party to any Tax allocation or sharing agreement.

           (i) AIRNET is not a party to any joint venture, partnership or other
arrangement that is treated as a partnership for federal income Tax purposes.

           (j) To AIRNET's Knowledge, the Internal Revenue Service has not
proposed or threatened accounting method changes of AIRNET that could give rise
to an adjustment under Section 481 of the Code for periods after the Closing
Date.

           (k) AIRNET has not received any written ruling of a Taxing Authority
related to Taxes or entered into any written and legally binding agreement with
a Taxing Authority relating to Taxes.

           (l) AIRNET has disclosed (in accordance with Section
6662(d)(2)(B)(ii) of the Code) on its federal income Tax Returns all positions
taken therein that could give rise to a substantial understatement of federal
income Tax within the meaning of Section 6662(d) of the Code.

           For purposes of this Section 2.19, the following definitions shall
apply:

           "Returns" means any returns, reports or statements (including any
information returns) required to be filed for purposes of a particular Tax with
any Taxing Authority or Governmental Authority.

           "Tax" or "Taxes" means all federal, state, local or foreign net or
gross income, gross receipts, net proceeds, sales, use, ad valorem, value added,
franchise, bank shares, withholding, payroll, employment, excise, property,
deed, stamp, alternative or add-on minimum, environmental or other taxes,
assessments, duties, fees, levies or other governmental charges similar to
taxes, whether disputed or not, together with any interest, penalties, additions
to tax or additional amounts with respect thereto.

           "Taxing Authority" means any Governmental Authority, board, bureau,
body, department or authority of any United States federal, state or local
jurisdiction or any foreign jurisdiction, having jurisdiction with respect to
any Tax.

     2.20  No Violations. AIRNET is not in violation of any AIRNET Charter
Document nor is AIRNET in default under any Material Contract; and, except as
set forth on Schedule 2.20, (a) the rights and benefits of AIRNET under the
Material Contracts will not be adversely affected by the transactions

                                       24

<PAGE>

contemplated hereby, and (b) the execution of this Agreement and the performance
by AIRNET of their obligations hereunder and the consummation by AIRNET of the
transactions contemplated hereby will not (i) result in any violation or breach
of, or constitute a default under, any of the terms or provisions of the
Material Contracts or the AIRNET Charter Documents, or (ii) require the consent,
approval, waiver of any acceleration, termination or other right or remedy or
action of or by, or make any filing with or give any notice to, any other party.
Except as set forth on Schedule 2.20, none of the Material Contracts requires
notice to, or consent or approval of, any Governmental Authority or other third
party with respect to any of the transactions contemplated hereby in order to
remain in full force and effect and consummation of the transactions
contemplated hereby will not give rise to any right to termination, cancellation
or acceleration or loss of any material right or benefit. None of AIRNET's
Material Contracts with customers prohibits the use or publication by AIRNET or
INVESTORS of the name of any other party to such Material Contracts. Except as
set forth on Schedule 2.20, none of the Material Contracts prohibits or
restricts AIRNET from freely providing services to any other customer or
potential customer of AIRNET.

     2.21  Business Conduct. Except as set forth on Schedule 2.21,
since January 1, 2002, AIRNET has conducted its business only in the ordinary
course consistent with past custom and practices and has incurred no liabilities
other than in the ordinary course of business consistent with past custom and
practices. Except as forth on Schedule 2.21, since January 1, 2002, there has
not been any:

           (a) Material adverse change in AIRNET's operations, condition
(financial or otherwise), operating results, assets, liabilities, employee,
customer or supplier relations or business prospects;

           (b) Damage, destruction or loss of any property owned by AIRNET or
used in the operation of the business, whether or not covered by insurance,
having a replacement cost or fair market value in excess of $10,000 affecting
AIRNET's property, financial status or the business;

           (c) Voluntary or involuntary sale, transfer, surrender, abandonment
or other disposition of any kind by AIRNET of any assets or property rights
(tangible or intangible), having a replacement cost or fair market value in
excess of $10,000, except in each case the sale of inventory and collection of
accounts in the ordinary course of business consistent with past custom and
practices;

           (d) Loan or advance by AIRNET to any party other than sales to
customers on credit in the ordinary course of business consistent with past
custom and practices;

           (e) Declaration, setting aside, or payment of any dividend or other
distribution in respect to AIRNET's capital stock, any direct or indirect
redemption, purchase, or other acquisition of such stock, or the payment of
principal or interest on any note, bond, debt instrument or debt to any
Affiliate;

           (f) Incurrence of debts, liabilities or obligations except current
liabilities incurred in connection with or for services rendered or goods
supplied in the ordinary course of business consistent with past custom and
practices, liabilities on account of taxes and governmental charges but not
penalties, interest or fines in respect thereof, and obligations or liabilities
incurred by virtue of the execution of this Agreement;

                                       25

<PAGE>

           (g) Issuance by AIRNET of any notes, bonds, or other debt securities
or any equity securities or securities convertible into or exchangeable for any
equity securities;

           (h) Cancellation, waiver or release by AIRNET of any debts, rights or
claims, except in each case in the ordinary course of business consistent with
past custom and practices;

           (i) Amendment of AIRNET's Certificate of Incorporation or By-Laws;

           (j) Amendment or termination of any Material Contract, other than
expiration of such contract in accordance with its terms;

           (k) Change in accounting principles, methods or practices (including,
without limitation, any change in depreciation or amortization policies or
rates) utilized by AIRNET;

           (l) Discharge or satisfaction of any material liability, encumbrance
or payment of any material obligation or liability, other than current
liabilities paid in the ordinary course of business consistent with past custom
and practices or cancellation of any debts or claims;

           (m) Sale or assignment by AIRNET of any tangible assets other than in
the ordinary course of business;

           (n) Capital expenditures or commitments therefor by AIRNET other than
in the ordinary course of business in excess of $10,000 in the aggregate;

           (o) Charitable contributions or pledges by AIRNET in excess of $5,000
in the aggregate;

           (p) Mortgage, pledge or other encumbrance of any asset of AIRNET
other than in the ordinary course of business;

           (q) Adoption, amendment or termination of any Benefit Plan;

           (r) Increase in the benefits provided under any Benefit Plan; or

           (s) An occurrence or event not included in clauses (a) through (r)
that has resulted or might be expected to have a Material Adverse Effect on
AIRNET.

     2.22  Deposit Accounts; Powers of Attorney. AIRNET has delivered to each of
INVESTORS an accurate schedule (which is set forth on Schedule 2.22) as of the
date of this Agreement of:

           (a) the name of each financial institution in which AIRNET has
accounts or safe deposit boxes;

           (b) the names in which the accounts or boxes are held;

                                       26

<PAGE>

           (c) the type of account and account number; and

           (d) the name of each person authorized to draw thereon or have access
thereto.

Schedule 2.24 also sets forth the name of each person, corporation, firm or
other entity holding a general or special power of attorney from AIRNET and a
description of the terms of such power of attorney.

     2.23  Relations with Governments. AIRNET has not made, offered or agreed to
offer anything of value to any governmental official, political party or
candidate for government office nor has it otherwise taken any action which
would cause AIRNET to be in violation of the Foreign Corrupt Practices Act of
1977, as amended, or any law of similar effect.

     2.24  Disclosure. The representations and warranties of AIRNET contained in
this Agreement, the schedules to this Agreement provided by AIRNET, the
certificates and the other documents furnished by AIRNET to INVESTORS pursuant
hereto, taken as a whole, present fairly the business and operations of AIRNET
for the time periods with respect to which such information was requested.
AIRNET's rights under the documents delivered pursuant hereto would not be
materially adversely affected by, and no statement made herein would be rendered
untrue in any material respect by, any other document to which AIRNET is a
party, or to which its properties are subject, or to AIRNET's Knowledge, by any
other fact or circumstance regarding AIRNET (which fact or circumstance was, or
should reasonably, after due inquiry, have been known to AIRNET) that is not
disclosed pursuant hereto or thereto.

     2.25  Prohibited Activities. Except as set forth on Schedule 2.25, AIRNET
has not, between the Balance Sheet Date and the date hereof, taken any of the
actions set forth in Section 5.3.

     2.26  Affiliate Transactions. Schedule 2.26 sets forth the parties to and
the date, nature and amount of (a) each transaction or series of similar
transactions (other than payments of salary and bonus which are reflected as
line items in the Financial Statements) involving the transfer of any cash,
property or rights in which the amount involved individually or collectively
exceeded $5,000 to or from AIRNET from, to, or for the benefit of any
stockholder, former stockholder, Affiliate or former Affiliate of AIRNET
("Affiliate Transactions") during the period commencing December 6, 1999 through
the date hereof, and (b) any existing commitments of AIRNET to engage in the
future in any Affiliate Transactions. Each Affiliate Transaction was effected on
terms equivalent to those which would have been established in an arm's-length
negotiation, except as disclosed on Schedule 2.26 or as disclosed in SEC
filings.

     2.27  HSR Compliance. The Company has fully complied with the requirements
of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
"HSR Act") and no additional step are required to be taken under the HSR Act in
connection this Agreement or the transactions contemplated by this Agreement.

     2.28  Misrepresentation. None of the representations and warranties set
forth in this Agreement, the certificates and the other documents furnished to
INVESTORS pursuant hereto, taken as a whole, contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
contained herein or therein not misleading.

                                       27

<PAGE>

     2.29  Delivery of Documents; Securities Law Matters. AIRNET has made
available to each of INVESTORS its (a) 2001 Annual Report on Form 10-K, and (b)
Quarterly Report on Form 10-Q for the quarter ended September 30, 2002
(collectively, the "AIRNET SEC Reports"). As of their respective dates, the
AIRNET SEC Reports did not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading. Since November 29, 1999, AIRNET has filed all forms,
reports and documents with the SEC required to be filed by it pursuant to the
1933 Act and the 1934 Act and the rules and regulations promulgated thereunder,
each of which complied as to form, at the time such form, document or report was
filed, in all material respects with the applicable requirements of the 1933 Act
and the 1934 Act and the applicable rules and regulations promulgated
thereunder.

     2.30  The Nasdaq Stock Market Listing. Except as set forth on Schedule
2.30, All necessary filings have been made as required, all listing requirements
have been met and all filing fees have been paid to effect the continued listing
of the AIRNET Common Stock on The Nasdaq Stock Market prior to and after the
Closing Date.

     2.31  Business Plan. AIRNET has provided to INVESTORS an updated business
plan, dated January 18, 2003 (the "Business Plan"). Except as disclosed on
Schedule 2.31, to AIRNET's Knowledge, the factual assumptions underlying the
Business Plan are correct, and the assumptions in the Business Plan with respect
to future operations are reasonable.

3.   REPRESENTATIONS OF TECORE

     TECORE represents and warrants to AIRNET that all of the following
representations and warranties in this Section 3 are true and correct at the
date of this Agreement and shall be true and correct on the Closing Date, and
that such representations and warranties shall survive the Closing Date for a
period of twenty-four (24) months.

     3.1   Due Organization. TECORE is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Texas, and is duly
authorized and qualified to do business under all applicable laws, regulations,
ordinances and orders of public authorities to carry on its business in the
places and in the manner as now conducted, to own or hold under lease the
properties and assets it now owns or holds under lease, and to perform all of
its obligations under any material agreement to which it is a party or by which
its properties are bound.

     3.2   Authorization. The representatives of TECORE executing this Agreement
have the authority to execute and deliver this Agreement and to bind TECORE to
perform its obligations hereunder. The execution and delivery of this Agreement
by TECORE and the performance by TECORE of its obligations under this Agreement
and the consummation by TECORE of the transactions contemplated hereby have
been, or will have been on or before the date of the Closing, duly authorized by
all necessary corporate action in accordance with applicable law and the
Certificate of Incorporation and By-Laws of TECORE. This Agreement constitutes
the valid and binding obligation of TECORE, enforceable in accordance with its
terms.

                                       28

<PAGE>

     3.3   Securities Laws.

           (a) This Agreement is made with AIRNET's reliance upon TECORE's
representations to AIRNET, which by the acceptance hereof TECORE hereby
confirms, that the Warrants, the Notes and the shares of Common Stock underlying
the Notes (the "Note Shares", and together with the Warrants and Notes, the
"Securities") will be acquired for investment for its own account, not as a
nominee or agent, and not with a view to the sale or distribution of all or any
part thereof absent the registration of such Securities under the 1933 Act or
pursuant to a valid exemption from such registration requirements, and each
Investor has no present intention of selling, granting participation in, or
otherwise distributing the same. By executing this Agreement, TECORE further
represents that it does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participation to such
person, or to any third person, with respect to any of the Securities.

           (b) TECORE understands that the Securities are not registered under
the 1933 Act on the ground that the sale provided for in this Agreement and the
issuance of the Securities hereunder are being made in reliance upon an
exemption from the registration requirements of the Act pursuant to Section 4(2)
thereof as a transaction by an issuer not involving a public offering, and is
similarly exempt under any other applicable securities laws, and that AIRNET's
reliance on such exemptions is predicated on TECORE's representations set forth
herein.

           (c) TECORE represents that it has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of its investment, and has the ability to bear the economic risks of its
investment. TECORE further represents that it has had access, during the course
of the transaction and prior to the purchase of the Securities, to information
concerning AIRNET and that it has had during the course of the transaction and
prior to the purchase of the Securities, the opportunity to ask questions of,
and receive answers from, AIRNET concerning the terms and conditions of the
offering and AIRNET's business, management and financial affairs, and to obtain
additional information (to the extent AIRNET possessed such information or could
acquire it without unreasonable effort or expense) necessary to verify the
accuracy of any information furnished to it or to which it had access.

           (d) TECORE represents that it is an "accredited investor" as defined
in Rule 501 of Regulation D promulgated under the Act.

           (e) TECORE understands that the Securities may not be sold,
transferred or otherwise disposed of without registration under the 1933 Act and
any applicable state securities laws absent an exemption therefrom, and that in
the absence of an effective registration statement covering the Securities, or
an available exemption from registration under the 1933 Act and any applicable
state securities laws, the Securities must be held indefinitely. In particular,
TECORE is aware that the Securities may not be sold pursuant to SEC Rule 144
unless all the conditions of that Rule are met. Among the conditions for use of
Rule 144 may be the availability of current and adequate information to the
public about AIRNET. TECORE represents that, in the absence of an effective
registration statement covering the Securities, it shall not sell, transfer or
otherwise dispose of the Securities except in a manner consistent with the
representations set forth herein and pursuant to an available exemption.

                                       29

<PAGE>

           (f) TECORE agrees that in no event will it sell, transfer or
otherwise dispose of any of the Securities (other than pursuant to an effective
registration statement under the 1933 Act and any applicable state securities
laws), unless and until TECORE or its proposed transferee has complied with any
restrictions on transfer in the Registration Rights Agreement. TECORE
acknowledges that it will be subject to AIRNET's Insider Trading Policy.

4.   REPRESENTATIONS OF SCP

     SCP represents and warrants to AIRNET that all of the following
representations and warranties in this Section 4 are true and correct at the
date of this Agreement and shall be true and correct on the Closing Date, and
that such representations and warranties shall survive the Closing Date for a
period of twenty-four (24) months.

     4.1   Due Organization. SCP is a limited partnership duly formed and
validly existing under the laws of the State of Delaware, and is duly authorized
and qualified to do business under all applicable laws, regulations, ordinances
and orders of public authorities to carry on its business in the places and in
the manner as now conducted, to own or hold under lease the properties and
assets it now owns or holds under lease, and to perform all of its obligations
under any material agreement to which it is a party or by which its properties
are bound.

     4.2   Authorization. The representatives of SCP executing this
Agreement have the authority to execute and deliver this Agreement and to bind
SCP to perform its obligations hereunder. The execution and delivery of this
Agreement by SCP and the performance by SCP of its obligations under this
Agreement and the consummation by SCP of the transactions contemplated hereby
have been, or will have been on or before the date of the Closing, duly
authorized by all necessary action in accordance with applicable law and the
limited partnership agreement of SCP. This Agreement constitutes the valid and
binding obligation of SCP, enforceable in accordance with its terms.

     4.3   Securities Laws.

           (a) This Agreement is made with AIRNET's reliance upon SCP's
representations to AIRNET, which by the acceptance hereof of SCP hereby
confirms, that the Notes and Note Shares to be acquired by SCP and all shares of
AIRNET's Common Stock to be acquired by SCP pursuant to the terms of this
Agreement will be acquired for investment for its own account, not as a nominee
or agent, and not with a view to the sale or distribution of all or any part
thereof absent the registration of such Notes and Note Shares under the 1933 Act
or pursuant to a valid exemption from such registration requirements, and each
Investor has no present intention of selling, granting participation in, or
otherwise distributing the same. By executing this Agreement, SCP further
represents that it does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participation to such
person, or to any third person, with respect to any of the Notes or Note Shares.

           (b) SCP understands that the Notes and Note Shares may not be
registered under the 1933 Act on the ground that the sale provided for in this
Agreement and the issuance of the Notes and Note Shares hereunder are being made
in reliance upon an exemption from the registration requirements of the Act
pursuant to Section 4(2) thereof as a transaction by an issuer not involving a
public offering, and

                                       30

<PAGE>

is similarly exempt under any other applicable securities laws, and that
AIRNET's reliance on such exemptions is predicated on SCP's representations set
forth herein.

           (c) SCP represents that it is experienced in evaluating and investing
in companies such as AIRNET, is able to fend for itself in the transactions
contemplated by this Agreement, has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of its
investment, and has the ability to bear the economic risks of its investment.
SCP further represents that it has had access, during the course of the
transaction and prior to the purchase of the Notes and Note Shares, to
information concerning AIRNET and that it has had during the course of the
transaction and prior to the purchase of the Notes, the opportunity to ask
questions of, and receive answers from, AIRNET concerning the terms and
conditions of the offering and AIRNET's business, management and financial
affairs, and to obtain additional information (to the extent AIRNET possessed
such information or could acquire it without unreasonable effort or expense)
necessary to verify the accuracy of any information furnished to it or to which
it had access.

           (d) SCP represents that it is an "accredited investor" as defined in
Rule 501 of Regulation D promulgated under the Act.

           (e) SCP understands that the Notes and Note Shares may not be sold,
transferred or otherwise disposed of without registration under the 1933 Act and
any applicable state securities laws absent an exemption therefrom, and that in
the absence of an effective registration statement covering the Notes and Note
Shares, or an available exemption from registration under the 1933 Act and any
applicable state securities laws, the Notes and Note Shares must be held
indefinitely. In particular, SCP is aware that the Notes and Note Shares may not
be sold pursuant to SEC Rule 144 promulgated under the 1933 Act unless all the
conditions of that Rule are met. Among the conditions for use of Rule 144 may be
the availability of current and adequate information to the public about AIRNET.
SCP represents that, in the absence of an effective registration statement
covering the Notes and Note Shares, it shall not sell, transfer or otherwise
dispose of the Notes and Note Shares except in a manner consistent with the
representations set forth herein and pursuant to an available exemption.

           (f) SCP agrees that in no event will it sell, transfer or otherwise
dispose of any of the Notes and Note Shares (other than pursuant to an effective
registration statement under the 1933 Act and any applicable state securities
laws), unless and until SCP or its proposed transferee has complied with any
restrictions on transfer in the Registration Rights Agreement. SCP acknowledges
that it will be subject o AIRNET's Insider Trading Policy.

5.   COVENANTS PRIOR TO CLOSING

     5.1   Access and Cooperation; Due Diligence.

           (a) Between the date of this Agreement and the Closing Date, AIRNET
will afford to the officers and authorized representatives of each of INVESTORS
access during business hours to all of AIRNET's sites, properties, books and
records and will furnish each of INVESTORS with such additional financial and
operating data and other information as to the business and properties of AIRNET
as either of INVESTORS may from time to time reasonably request. AIRNET will
cooperate with each of

                                       31

<PAGE>

INVESTORS and their representatives, including each INVESTOR'S auditors and
counsel, in the preparation of any documents or other materials which may be
required in connection with the transactions contemplated by this Agreement.
INVESTORS and AIRNET will treat all information obtained in connection with the
negotiation and performance of this Agreement as confidential in accordance with
the provisions of Section 14.

           (b) INVESTORS will cooperate with AIRNET, its representatives,
auditors and counsel in the preparation of any documents or other material which
may be required in connection with the transactions contemplated by this
Agreement. AIRNET will cause all information obtained in connection with the
negotiation and performance of this Agreement to be treated as confidential in
accordance with the provisions of Section 14.

     5.2   Conduct of Business Pending Closing. Between the date of this
Agreement and the Closing Date, AIRNET will:

           (a) carry on its business in the ordinary course substantially as
conducted heretofore and not introduce any new method of management, operation
or accounting;

           (b) maintain its properties and facilities, including those held
under leases, in as good working order and condition as at present, ordinary
wear and tear excepted;

           (c) perform in all material respects its obligations under agreements
relating to or affecting its assets, properties or rights;

           (d) keep in full force and effect present insurance policies or other
comparable insurance coverage;

           (e) maintain and preserve its business organization intact and use
its best efforts to retain its present key employees and relationships with
suppliers, customers and others having business relations with AIRNET;

           (f) maintain compliance with all permits, laws, rules and
regulations, consent orders, and all other orders of applicable courts,
regulatory agencies and similar Governmental Authorities; and

           (g) maintain present debt and lease instruments in accordance with
their respective terms and not enter into new or amended debt or lease
instruments, provided that debt and/or lease instruments may be replaced if such
replacement instruments are on terms at least as favorable to AIRNET as the
instruments being replaced.

           (h) exercise its best efforts to ensure AIRNET's continued inclusion
in, and the continued eligibility of the AIRNET Common Stock for listing on, The
Nasdaq Stock Market under all applicable listing requirements prior to and after
the Closing Date.

           (i) file an additional shares notification with The Nasdaq Stock
Market to approve for listing, subject to official notice of its issuance, all
the shares of AIRNET Common Stock issuable upon the

                                       32

<PAGE>

conversion of the Series B Preferred Stock, the purchase of shares by SCP, and
the conversion of the Notes and Warrants issued in connection herewith; and
AIRNET shall cause the shares of AIRNET Common Stock issuable upon the
conversion of the Series B Preferred Stock, the purchase of shares by SCP, and
the conversion of the Notes and Warrants to be approved for listing on The
Nasdaq Stock Market, subject to official notice of issuance, prior to the
Closing Date.

     5.3   Prohibited Activities. Between the date hereof and the Closing Date,
except as specifically contemplated hereby, including but not limited to,
Section 5.4, AIRNET will not, without the prior written consent of INVESTORS:

           (a) make any change in its Certificate or Articles of Incorporation
or By-laws;

           (b) grant or issue any securities, options, warrants, calls,
conversion rights or commitments of any kind relating to its securities of any
kind, other than as provided for, or contemplated by, this Agreement;

           (c) declare or pay any dividend, or make any distribution in respect
of its stock whether now or hereafter outstanding, or purchase, redeem or
otherwise acquire or retire for value any shares of its stock;

           (d) enter into any contract or commitment or incur or agree to incur
any liability or make any capital expenditure, except if it is in the ordinary
course of business (consistent with past practice) and involves an amount not in
excess of $50,000;

           (e) create, assume or permit to exist any mortgage, pledge or other
lien or encumbrance upon any assets or properties whether now owned or hereafter
acquired, except with respect to the following "Permitted Liens": (i) purchase
money liens incurred in connection with the acquisition of equipment with an
aggregate cost not in excess of $50,000 necessary or desirable for the conduct
of the business of AIRNET, (ii)(A) liens for Taxes either not yet due or being
contested in good faith and by appropriate proceedings (and for which adequate
reserves have been established and are being maintained) or (B) materialmen's,
mechanics', workers', repairmen's, employees' or other like liens arising in the
ordinary course of business (the liens set forth in clause (ii) being referred
to herein as "Statutory Liens"), or (iii) liens set forth on Schedule 2.7
hereto;

           (f) sell, assign, lease or otherwise transfer or dispose of any
property or equipment except in the ordinary course of business;

           (g) negotiate for the acquisition of any business or the start-up of
any new business;

           (h) merge or consolidate or agree to merge or consolidate with or
into any other corporation;

           (i) waive any material right or claim of AIRNET, provided that AIRNET
may negotiate and adjust bills in the course of good faith disputes with
customers in a manner consistent with past

                                       33

<PAGE>

practice, provided, further, that such adjustments shall not be deemed to be
included on Schedule 2.8 unless specifically listed thereon;

           (j) commit a material breach, materially amend or terminate any
Material Contract;

           (k) enter into any other transaction outside the ordinary course of
its business or prohibited hereunder; or

           (l) except in the ordinary course of business or as required by Law
or contractual obligations, AIRNET will not (i) increase in any manner the base
compensation of, or enter into any new bonus or incentive agreement or
arrangement with, any of the employees engaged in AIRNET's business, (ii) pay or
agree to pay any additional pension, retirement allowance or other employee
benefit to any such employee, whether past or present, (iii) enter into any new
employment, severance, consulting, or other compensation agreement with any
existing employee engaged in AIRNET's business, (iv) amend or enter into a new
Plan (except as required by Law) or amend or enter into a new collective
bargaining agreement, or (v) engage in any Affiliate Transaction.

     5.4   No Shopping.

           (a) In consideration of the substantial expenditure of time, effort
and expense undertaken by each of the INVESTORS in connection with its due
diligence review and the preparation and execution of this Agreement, AIRNET
agrees that, except to the extent that, pursuant to an unsolicited proposal,
AIRNET's Board of Directors must honor their fiduciary responsibilities to
AIRNET's stockholders to achieve the alternative for raising working capital or
closing a strategic transaction for all of the assets of AIRNET, or for a
controlling interest in AIRNET's equity securities, in the best interest of the
AIRNET stockholders, neither they nor their representatives, agents, employees
or affiliates will, after the execution of this Agreement until the earlier of
(a) the termination of this Agreement, or (b) the Closing, directly or
indirectly, solicit, encourage, negotiate or discuss with any third party
(including by way of furnishing any information concerning AIRNET) any
acquisition proposal relating to or affecting AIRNET or any part of it, or any
direct or indirect interests in AIRNET, whether by purchase of assets or stock,
purchase of interests, merger or other transaction ("Acquisition Transaction").
AIRNET will (a) immediately instruct its investment bankers and financial
advisors to cease all activities described in the preceding sentence, and (b)
promptly advise INVESTORS of the terms of any communications AIRNET may receive
or become aware of relating to any bid for all or any part of AIRNET.
Notwithstanding the foregoing, if a third party interested in an Acquisition
Transaction with AIRNET presents or submits a proposal after the execution of
this Agreement, any discussions held between such party and AIRNET prior to
execution of this Agreement shall not cause such a presentation or submission to
be characterized as proposal solicited by AIRNET.

           (b) If AIRNET's Board of Directors, pursuant to its fiduciary
responsibilities, authorizes AIRNET to enter into a binding agreement concerning
an Acquisition Transaction with a Person other than INVESTORS, AIRNET shall
provide written notice to INVESTORS (which shall contain a description of all
material terms of the proposed agreement) that it intends to enter into such an
agreement. Upon such notification INVESTORS shall have thirty (30) days within
which to elect, in writing, to consummate the transaction described in the
aforesaid written notice in the place and stead of such Person. If INVESTORS
fail to make such election within the thirty (30) day period, this Agreement may
be terminated by AIRNET

                                       34

<PAGE>

and (A) AIRNET shall pay to each of the INVESTORS, as that INVESTOR'S exclusive
remedy and from immediately available funds, a termination fee equal to
INVESTOR'S documented and reasonable expenses incurred in connection with the
transactions contemplated by this Agreement up to but not to exceed Two Hundred
Fifty Thousand Dollars ($250,000), and (B) each INVESTOR shall have the right to
demand payment from AIRNET of all amounts owing to that Investor pursuant to
that certain Bridge Loan Promissory Note, dated January 24, 2003, in the
original principal amount of $3,000,000, which shall become immediately due and
payable upon such demand.

     5.5   Notification of Certain Matters. AIRNET shall give prompt notice to
INVESTORS of (a) the occurrence or non-occurrence of any event of which AIRNET
has knowledge, the occurrence or non-occurrence of which would cause any
representation or warranty of AIRNET contained herein to be untrue or inaccurate
in any material respect at or prior to the Closing, and (b) any material failure
of AIRNET to comply with or satisfy any covenant, condition or agreement to be
complied with or satisfied hereunder. Each INVESTOR shall give prompt notice to
AIRNET of (a) the occurrence or non-occurrence of any event of which that
INVESTOR has knowledge, the occurrence or non-occurrence of which would cause
any representation or warranty of that INVESTOR contained herein to be untrue or
inaccurate in any material respect at or prior to the Closing, and (b) any
material failure of that INVESTOR to comply with or satisfy any covenant,
condition or agreement to be complied with or satisfied by it hereunder. The
delivery of any notice pursuant to this Section 5.5 shall not be deemed to (a)
modify the representations or warranties hereunder of the party delivering such
notice, which modification may only be made pursuant to Section 5.6, (b) modify
the conditions set forth in Sections 6, 7 or 8, or (c) limit or otherwise affect
the remedies available hereunder to the party receiving such notice.

     5.6   Amendment of Schedules. Each party hereto agrees that, with
respect to the representations and warranties of such party contained in this
Agreement, such party shall have the continuing obligation until the Closing
Date to supplement or amend promptly the Schedules hereto with respect to any
matter hereafter arising or discovered which, if existing or known at the date
of this Agreement, would have been required to be set forth or described in the
Schedules. No supplement or amendment to a Schedule shall be deemed to cure any
breach of any representation and warranty by either party made in this
Agreement, provided that if the party to whom a supplemental or amending
disclosure was made proceeds to Closing, that party shall be deemed to have
waived such breach of representation and warranty and any remedies which might
have been available with respect thereto.

     5.7   Final Financial Statements. AIRNET shall provide prior to the Closing
Date, and INVESTORS shall have had sufficient time prior thereto to review, the
unaudited statements of income, cash flows and retained earnings of AIRNET for
all months ended no earlier than 30 days prior to the Closing Date, disclosing
no material adverse change in the financial condition of AIRNET or the results
of its operations from the financial statements as of the Balance Sheet Date
(other than any such change that results directly from the failure of either of
the INVESTORS to make advances to AIRNET as contemplated by that certain Bridge
Loan Agreement dated January 24, 2003 by and among AIRNET and the INVESTORS).
Such financial statements shall have been prepared in accordance with GAAP
applied on a consistent basis throughout the periods indicated (except as noted
therein), but shall not include all of the footnotes and adjustments required by
GAAP for complete financial statements. Except as noted in such financial
statements, all of such financial statements will present fairly the results of
operations of AIRNET for the periods indicated thereon.

                                       35

<PAGE>

     5.8   Shareholder Approval. AIRNET will use its best efforts to obtain the
shareholder approval required by NASDAQ in connection with the transactions
contemplated by this Agreement.

     5.9   The Nasdaq Stock Market Additional Shares Notification for Listing.
AIRNET will file an additional shares notification with The Nasdaq Stock Market
to approve for listing, subject to official notice of its issuance, all the
shares of AIRNET Common Stock issuable upon the conversion of the Series B
Preferred Stock, the purchase of shares by SCP, and the conversion of the Senior
Secured Convertible Notes issued in connection herewith. AIRNET shall exercise
reasonable good faith efforts to cause the shares of AIRNET Common Stock
issuable upon the conversion of the Series B Preferred Stock, the purchase of
shares by SCP, and the conversion of the Senior Secured Convertible Notes to be
approved for listing on The Nasdaq Stock Market, subject to official notice of
issuance, prior to the Closing Date.

     5.10  Securities Filings. AIRNET shall file all reports required to be
filed by it under the Securities Act of 1933 and the Securities and Exchange Act
of 1934 and the rules and regulations adopted by the SEC thereunder, and all
applicable State securities laws.

     5.11  Further Assurances. The parties hereto agree to execute and deliver,
or cause to be executed and delivered, such further instruments or documents or
take such other action as may be reasonably necessary or convenient to carry out
the transactions contemplated hereby.

6.   CONDITIONS PRECEDENT TO OBLIGATIONS OF AIRNET

     The obligations of AIRNET with respect to actions to be taken on the
Closing Date are subject to the satisfaction or waiver on or prior to the
Closing Date of all of the conditions set forth in this Section 6. As of the
Closing Date, all conditions not satisfied shall be deemed to have been waived
by AIRNET unless they have objected by notifying INVESTORS in writing of such
objection on or before the consummation of the transactions on the Closing Date,
except that no such waiver shall be deemed to affect the survival of the
representations and warranties of INVESTORS contained in Sections 3 and 4
hereof.

     6.1   Representations and Warranties. All representations and warranties of
INVESTORS contained in the Agreement shall be true and correct in all material
respects as of the Closing Date as though such representations and warranties
had been made on and as of that date; and a certificate to the foregoing effect
dated the Closing Date and signed by the President or any Vice President of each
INVESTOR shall have been delivered to AIRNET.

     6.2   Performance of Obligations. All of the terms, covenants and
conditions of this Agreement to be complied with and performed by INVESTORS on
or before the Closing Date shall have been duly complied with and performed in
all material respects on or before the Closing Date; and certificates to the
foregoing effect dated on the Closing Date and signed by the President or any
Vice President of each INVESTOR shall have been delivered to AIRNET.

                                       36

<PAGE>

     6.3   No Litigation. No action or proceeding before a court or any other
Governmental Authority or body shall have been instituted or threatened to
restrain or prohibit the performance of this Agreement or the consummation of
the transactions contemplated herein.

     6.4   Consents and Approvals. All necessary consents of and filings
required to be obtained or made by INVESTORS with any Governmental Authority or
agency relating to the consummation of the transactions contemplated herein
shall have been obtained and made.

     6.5   Good Standing Certificates. INVESTORS shall have delivered to AIRNET
certificates, dated as of a date no earlier than 10 days prior to the Closing
Date, duly issued by the Secretaries of State of Texas, Maryland and Delaware,
as applicable, showing that INVESTORS are in good standing.

     6.6   Secretary's Certificate. AIRNET shall have received a certificate or
certificates, dated the Closing Date and signed by the corporate secretary (or
other authorized officer or representative) of each INVESTOR, certifying the
truth and correctness of attached copies of the INVESTORS' Certificate of
Incorporation or Certificate of Limited Partnership, as the case may be
(including amendments thereto), By-Laws, or Agreement of Limited Partnership, as
the case may be (including amendments thereto), and resolutions of the boards of
directors, or general partners, as the case may be, approving INVESTORS'
entering into this Agreement and the consummation of the transactions
contemplated hereby.

     6.7   INVESTOR'S Closing Deliveries. Each of the INVESTORS shall have
delivered that INVESTOR'S Closing Deliveries.

7.   CONDITIONS PRECEDENT TO OBLIGATIONS OF INVESTORS

     The obligations of the INVESTORS with respect to actions to be taken on the
Closing Date are subject to the satisfaction or waiver on or prior to the
Closing Date, of all of the conditions set forth in this Section 7. As of the
Closing Date all conditions not satisfied shall be deemed to have been waived by
INVESTORS unless it has objected by notifying AIRNET in writing of such
objection on or before the consummation of the transactions on the Closing Date,
except that no such waiver shall be deemed to affect the survival of the
representations and warranties of AIRNET contained in Section 2 hereof.

     7.1   Representations and Warranties. All the representations and
warranties of AIRNET contained in this Agreement shall be true and correct in
all material respects as of the Closing Date; and AIRNET shall have delivered to
INVESTORS certificates dated the Closing Date and signed by them to such effect.

     7.2   Performance of Obligations. All of the terms, covenants and
conditions of this Agreement to be complied with or performed by AIRNET on or
before the Closing Date shall have been duly performed or complied with in all
material respects on or before the Closing Date and AIRNET shall have delivered
to INVESTORS certificates dated the Closing Date and signed by them to such
effect.

     7.3   No Litigation. No action or proceeding before a court or any other
Governmental Authority or body shall have been instituted or threatened to
restrain or prohibit the performance of this Agreement or the consummation of
the transactions contemplated herein.

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<PAGE>

     7.4   Certificates. INVESTORS shall have received a copy of AIRNET's
Certificate or Articles of Incorporation, and all amendments thereto, certified
by the Delaware Secretary of State, and a copy of AIRNET's By-Laws, and all
amendments thereto, certified by AIRNET's corporate secretary.

     7.5   No Material Adverse Change. As of the Closing Date, no event or
circumstance shall have occurred with respect to AIRNET which would constitute a
Material Adverse Effect on AIRNET, and AIRNET shall not have suffered any
material loss or damages to any of its properties or assets, whether or not
covered by insurance, which change, loss or damage materially affects or impairs
the ability of AIRNET to conduct its business.

     7.6   Opinion of Counsel. INVESTORS shall have received an opinion from
Counsel to AIRNET, dated the Closing Date, substantially in the form attached
hereto as Exhibit 7.6.

     7.7   Consents and Approvals. All necessary consents of and filings
with any Governmental Authority relating to the consummation of the transactions
contemplated herein shall have been obtained and made and all necessary consents
and approvals of third parties, including those listed on Schedule 2.20, shall
have been obtained.

     7.8   Good Standing Certificates. AIRNET shall have delivered to
INVESTORS a certificate, dated as of a date no earlier than ten (10) days prior
to the Closing Date, duly issued by the appropriate Governmental Authority in
AIRNET's state of incorporation and, unless waived by INVESTORS, in each state
in which AIRNET is authorized to do business, showing AIRNET is in good standing
and authorized to do business and that all state franchise and/or income tax
returns and taxes for AIRNET for all periods prior to the Closing have been
filed and paid.

     7.9   Bill of Materials. Within three (3) days after the date of this
Agreement, AIRNET shall have provided INVESTORS with AIRNET's Bill of Materials,
prepared as at February 12, 2003, reflecting AIRNET's detailed costs of goods,
products and services with respect to all goods and services procured from its
vendors in the ordinary course of its business, together with AIRNET's revised
proposed Bill of Materials reflecting projected operations after the Closing
Date, and INVESTORS shall have been satisfied with the accuracy and
completeness, of the current Bill of Materials as well as with the
reasonableness and feasibility of the revised proposed Bill of Materials.

     7.10  The Nasdaq Stock Market Listing. Except as disclosed on Schedule
7.10, all necessary filings shall have been made as required, all listing
requirements shall have been met and all filing fees shall have been paid to
effect the continued listing of the AIRNET Common Stock on The Nasdaq Stock
Market prior to and after the Closing Date.

     7.11  AIRNET Closing Deliveries. AIRNET shall have delivered the AIRNET
Closing Deliveries.

     7.12  The Nasdaq Stock Market Additional Shares Notification for Listing.
All the shares of AIRNET Common Stock (A) issuable upon the conversion of the
Series B Preferred Stock issued in connection herewith, (B) issuable to the
INVESTORS upon the conversion of the Notes; and (C) issued to

                                       38

<PAGE>

SCP at Closing pursuant to this Agreement, shall have been approved as
additional shares of AIRNET Common Stock for listing upon notice of issuance on
The Nasdaq Stock Market.

     7.13  SEC/NASDAQ Compliance. AIRNET shall have complied with all applicable
filing requirements of the SEC and NASDAQ.

     7.14  Product Development. AIRNET shall have made reasonably satisfactory
progress, which shall be determined in INVESTORS' reasonable discretion, in the
development of the following products: (A) Adaptive Array; (B) Wildfire II; and
(C) AirSite 5b.

     7.15  Stockholder Approvals. The stockholders of AIRNET at its annual
meeting of stockholders shall have approved the transactions contemplated under
this Agreement, the adoption of the 8th Amended and Restated Certificate of
Incorporation, and the election of the directors nominated by the Board of
Directors of AIRNET in June, 2003.

8.   AFFIRMATIVE COVENANTS OF AIRNET AFTER CLOSING

     AIRNET covenants and agrees with INVESTORS that, until AIRNET has satisfied
all of its obligations to the INVESTORS under the terms of the Notes, AIRNET
will:

     8.1   Financial Statements.

           Furnish to INVESTORS in writing:

           (a) as soon as available but in no event more than 45 days after the
end of each calendar quarter, a consolidated and consolidating statement of
income and retained earnings of AIRNET for the quarter, a consolidated and
consolidating balance sheet of AIRNET as of the end of the quarter, and a
consolidated and consolidating statement of cash flows for the quarter, all with
supporting schedules, all on a consolidated and consolidating basis, including a
detailed breakout of general and administrative expenses, and a schedule of long
term debt and capital lease payments, and all in detail, format and scope
consistent with the practices of AIRNET prior to the date of this Agreement,
certified by the president or chief financial officer of AIRNET;

           (b) as soon as available but in no event more than 120 days after the
end of each fiscal year of AIRNET, a consolidated and consolidating statement of
income and retained earnings of AIRNET for such year, a consolidated and
consolidating statement of cash flows of AIRNET for such year, and a
consolidated and consolidating balance sheet of AIRNET as of the end of the
year, all with supporting schedules, all on a consolidated and consolidating
basis, all in detail, format and scope consistent with the practices of AIRNET
prior to the date of this Agreement, prepared in accordance with GAAP
consistently applied and examined and audited by Deloitte & Touche, or another
firm of independent certified public accountants reasonably satisfactory to
INVESTORS, accompanied by the unqualified opinion of such independent certified
public accountants with respect to the financial statements;

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<PAGE>

           (c) together with each report required by Subsection (a) and (b)
above, a certificate of AIRNET'S president or chief financial officer that no
Default or Event of Default then exists or if a Default or Event of Default
exists, the nature and duration thereof and AIRNET's intention with respect
thereto, and in addition, a statement from AIRNET's independent auditors,
together with the audit report described in Subsection (b) above that, in the
course of such audit, the auditors discovered no circumstances which they
believe would result in a Default or an Event of Default or if they discovered
any such circumstances, the nature and duration thereof;

           (d) as soon as available, but in no event more than 45 days after the
end of each quarter, a Covenant Compliance Certificate in the form to be agreed
upon among the parties at or before Closing;

           (e) as soon as available but in no event later than 30 days after
filing, AIRNET's federal and state income tax returns for the preceding fiscal
year;

           (f) promptly upon transmission thereof, copies of any financial
statements, proxy statements, reports and the like which AIRNET sends to its
shareholders and copies of all registration statements (with exhibits) and all
regular, special or periodic reports which AIRNET files with the SEC (or any
governmental body or agency succeeding to the functions of the United States
Securities and Exchange Commission) or with any national stock exchange on which
AIRNET's securities are listed and copies of all press releases and other
statements made available by AIRNET to the public concerning material
developments in the business of AIRNET.

     8.2   Taxes. Pay and discharge all taxes, assessments and governmental
charges upon AIRNET , its income and properties, prior to the date on which
penalties attach thereto unless and to the extent only that the same are being
diligently contested by AIRNET in good faith by appropriate proceedings,
provided, however, that (a) INVESTORS shall have been given reasonable prior
written notice of intention to contest, (b) nonpayment of the same will not, in
INVESTORS' sole discretion, materially impair any of the Collateral or
INVESTORS' rights or remedies with respect thereto or the prospect for full and
punctual payment of all of the obligations, (c) no notice of lien with respect
thereto is filed in any recording office, (d) AIRNET at all times effectively
stays or prevents any official or judicial sale of or action against any of the
Collateral by reason of nonpayment of the same, and (e) AIRNET establishes
reasonable reserves for any liabilities being contested and for expenses arising
out of such contest in accordance with GAAP.

     8.3   Corporate Existence, Continuation of Business and Compliance with
Laws. Maintain its corporate existence in good standing; maintain in good
standing its qualification to do business in each jurisdiction in which such
qualification is required by law; continue its business operations as now being
conducted; and comply with all applicable federal, State and local laws, rules,
ordinances, regulations and orders (including, without limitation, ERISA and all
Environmental Laws).

     8.4   Litigation. Promptly notify INVESTORS in writing of any action,
suit or proceeding at law or in equity by or before any court, governmental
agency or instrumentality which could result in any material adverse change in
the business, operations, prospects, properties or assets or in the condition,
financial or otherwise, of AIRNET.

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<PAGE>

     8.5   Extraordinary Loss; Change in Condition. Promptly notify INVESTORS in
writing of (a) any event causing extraordinary loss or depreciation of the value
of AIRNET's assets (whether or not insured) and the facts with respect thereto,
and (b) the occurrence of any Material Adverse Change in AIRNET's business,
assets, operations, business prospects or financial condition.

     8.6   Books and Records. Keep and maintain proper and current books and
records in accordance with GAAP consistently applied and permit access by
INVESTORS to, reproduction by INVESTORS, copying by INVESTORS from, and
verification (by such means, including audits, as INVESTORS may determine) by
INVESTORS of any information contained in, such books and records.

     8.7   Maintenance of Properties. Maintain all properties and improvements
necessary to the conduct of its business in good working order and condition,
ordinary wear and tear excepted, and cause replacements and repairs to be made
when necessary for the proper conduct of its business.

     8.8   Intellectual Property. Maintain, preserve and protect all
Intellectual Property, and rights thereto, which are necessary and material to
the conduct of the business of AIRNET as now conducted and as conducted in the
future, free of any conflict with the rights of any other person, except to the
extent that the reasonably anticipated costs of such activities would
significantly outweigh the reasonably anticipated benefits of such activities to
the business of AIRNET.

     8.9   Insurance.

           (a) Maintain or cause to be maintained comprehensive casualty
insurance policies insuring the Collateral and all other property of AIRNET
against loss by fire, theft, explosion, collision and such other risks, in such
amounts, subject to such loss deductible amounts and with such responsible
insurance companies as may be satisfactory to INVESTORS, in INVESTORS'
reasonable discretion exercised in good faith, and, in all events, against such
risks, in such amounts and subject to such loss deductible amounts as are
customary in AIRNET's industry, and in such minimum amounts that AIRNET will not
be deemed a coinsurer under applicable insurance laws, regulations, policies or
practices, and (ii) endorsements to such insurance policies satisfactory to
INVESTORS, in INVESTORS' reasonable discretion exercised in good faith, naming
INVESTORS as loss payees with respect to all Collateral insured thereunder.

           (b) Maintain or cause to be maintained (i) in the maximum amount
available, flood insurance policies insuring all property of the AIRNET which is
located in an area that has been, or subsequently is, identified as having
special flood or mudslide hazards and in which the sale of flood insurance has
been made available under the National Flood Insurance Act of 1968, as amended
from time to time, and (ii) endorsements to such insurance policies satisfactory
to INVESTORS, in the INVESTORS' discretion exercised in good faith, naming the
INVESTORS as loss payee with respect to all Collateral insured thereunder;

           (c) Maintain in amounts and with responsible insurance companies
satisfactory to INVESTORS, in INVESTORS' discretion exercised reasonably and in
good faith, such additional insurance against such risks and subject to such
loss deductible amounts as may be satisfactory to INVESTORS, in

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<PAGE>

INVESTORS' discretion exercised reasonably and in good faith, including, without
limitation, personal injury and property damage liability insurance, automobile
liability insurance, product liability insurance, worker's compensation
insurance, business interruption insurance, employee dishonesty insurance, and
directors' and officers' liability insurance, all such insurance in all events
to insure against such risks, in such amounts and subject to such loss
deductible amounts as are customary in AIRNET's industry, as applicable;

           (d) Maintain endorsements to all insurance policies of AIRNET naming
INVESTORS as additional insureds, and endorsements to such policies, providing
that such policies may not be canceled or materially altered, and that INVESTORS
may not be removed as loss payee or additional insured, without at least 30 days
prior written notice to INVESTORS; and

           (e) Deliver to INVESTORS from time to time, and periodically if
INVESTORS shall reasonably so require, evidence satisfactory to INVESTORS that
all insurance and policy endorsements required pursuant to this Agreement are in
full force and effect.

     8.10  Information.

           (a) Deliver to INVESTORS promptly upon INVESTORS' reasonable request,
and periodically if INVESTORS shall so require, such written statements,
schedules or reports (which shall be certified if required by INVESTORS) in such
form, containing such information and accompanied by such documents as may be
reasonably satisfactory to INVESTORS from time to time concerning the
Collateral, AIRNET's business, assets, operations, business products or
financial condition or any other matter or matters, including, without
limitation, an independent auditor's management letter (if prepared) and a
compliance certificate signed by AIRNET's chief executive officer or chief
financial officer, and permit INVESTORS, their agents and designees, to discuss
AIRNET's business, assets, operations, business prospects or financial condition
with AIRNET's directors, officers, employees or agents; and

           (b) Promptly notify INVESTORS in writing if any financial statement,
schedule, report, certificate or information previously or hereafter supplied to
INVESTORS by or on behalf of AIRNET, including, without limitation, any of the
same previously or hereafter supplied to INVESTORS pursuant to or in connection
with this Agreement or any transaction involving or affecting, AIRNET, shall, to
AIRNET's knowledge, subsequently become inaccurate or misleading in any material
respect.

     8.11  Notice of Event of Default. Immediately notify INVESTORS of the
occurrence of any Default or any Event of Default and the facts with respect
thereto.

     8.12  Employee Benefit Plans.

           (a) At all times administer, maintain and operate, each of its
Benefit Plans in conformity with all applicable provisions of ERISA and other
federal and state statutes relating to employee benefit plans (including the
continuation coverage requirements of ERISA and the Code for group health plans
under the Code under ERISA;

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<PAGE>

           (b) At all times make all required contributions and premium payments
under each Benefit Plan for all periods after the date hereof;

           (c) Comply with all applicable reporting, disclosure and other
requirements of ERISA and the Code as they relate to Benefit Plans, and, if
requested in writing by INVESTORS, furnish INVESTORS with copies of all reports
filed in connection therewith promptly after the filing thereof.

     8.13  Hazardous Substances; Contamination.

           (a) Give notice to INVESTORS immediately upon AIRNET's acquiring
knowledge of the release of any Hazardous Materials on any property owned,
leased, occupied or controlled by AIRNET or of any contamination by Hazardous
Materials;

           (b) Promptly comply with any laws requiring the removal, treatment or
disposal of Hazardous Materials or Hazardous Materials contamination and provide
INVESTORS with reasonably satisfactory evidence of such compliance; provided,
however, that nothing contained herein shall prohibit AIRNET from contesting
liability for any such release or contamination prior to undertaking any
removal.

           (c) Provide INVESTORS, within thirty (30) days after a demand by
INVESTORS, with financial assurance evidencing to INVESTORS' reasonable
satisfaction that the necessary funds are available to pay the cost of removing,
treating, and disposing of such Hazardous Materials or Hazardous Materials
contamination and discharging any Lien which may be established as a result
thereof on any property owned or controlled by AIRNET or for which AIRNET is
responsible; and

           (d) Defend, indemnify and hold harmless INVESTORS and their agents,
employees, trustees, successors and assigns from any and all claims which may
now or in the future (whether before or after the termination of this Agreement)
be asserted as a result of the presence of any Hazardous Materials on any
property owned or controlled by AIRNET or for which AIRNET is responsible for
any Hazardous Materials contamination. AIRNET acknowledges and agrees that this
indemnification shall survive the termination of this Agreement and the payment
and performance of all of the other obligations hereunder.

     8.14  Securities Filings. AIRNET shall file all reports required to be
filed by it under the Securities Act of 1933 and the Securities and Exchange Act
of 1934 and the rules and regulations adopted by the SEC thereunder, and all
applicable State securities laws.

9.   NEGATIVE COVENANTS

     AIRNET covenants and agrees with INVESTORS that, until satisfaction by
AIRNET of all of its obligations under the Notes, AIRNET will not, directly or
indirectly, without INVESTORS' prior written consent:

     9.1   Indebtedness.

     Create, incur, assume or permit to exist any Indebtedness except:

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<PAGE>

           (a) Indebtedness to INVESTORS;

           (b) Current indebtedness incurred in the ordinary course of business;

           (c) Existing indebtedness disclosed herein or previously disclosed by
AIRNET to INVESTORS in writing; or

           (d) Purchase money indebtedness secured by purchase money liens on
the Collateral incurred in the ordinary course of business.

     9.2   Liens. Create, incur, assume or permit to exist, directly or
indirectly, any Lien upon AIRNET's property or assets, now owned or hereafter
acquired by AIRNET, except for Permitted Liens, as defined in Section 5.3(e),
and except as permitted under Section 9.1(d), above.

     9.3   Merger, Sale of Assets.

           (a) Dissolve or liquidate, or become a party to any merger or
consolidation,

           (b) Sell, assign, pledge, or otherwise transfer in a single
transaction or a series of transactions, all, or substantially all of AIRNET's
property, assets or business, or a material portion (10% or more) thereof if the
sale is outside AIRNET's ordinary course of business; or

           (c) Acquire by purchase, lease or otherwise substantially all of the
property, assets or business of or more than 50% of the outstanding stock or
voting power of any other entity;

     9.4   Guaranty. Except as otherwise permitted under this Section 9.04,
guarantee or otherwise in any way become or be responsible for obligations or
indebtedness of any other person, whether by agreement to purchase the
indebtedness of any other person, by agreement for the furnishing of funds to
any other person for the purchase of goods, supplies or services, or by way of
stock purchase, capital contribution, advance or loan for the purpose of paying
or discharging Indebtedness of any other person, or otherwise, except that
AIRNET may endorse negotiable drafts for collection in the ordinary course of
business.

     9.5   Dividends, Bonuses or Shareholder Distributions. During any fiscal
year, declare or pay dividends, or shareholder distributions, or, except as
approved by the Board of Directors, declare or pay bonuses to employees.

     9.6   Fiscal Year. Change AIRNET's fiscal year.

     9.7   Advances for Employee Expenses. Make any loan or advance to any
employee for any reason other than to cover anticipated travel or other business
expenses in the ordinary course of business.

     9.8   Change of Name. Change the name of AIRNET.

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<PAGE>

     10.9  Trade Names. Use any trade name other than AIRNET's true corporate
name.

     9.10  Subsidiaries. Form, acquire or invest in any subsidiary.

     9.11  Issuance of Capital Stock, Etc. Except in connection with the
issuance of stock pursuant to the exercise of stock options or warrants
outstanding on the date hereof or contemplated by this Agreement, issue, or
agree or commit to issue, any shares of capital stock, or issue or grant any
option, warrant, security or other rights (contingent or otherwise) to purchase
or acquire shares of its capital stock, or any bond, debenture, note or other
instrument or obligation which has the power to vote in respect to the corporate
affairs and management of AIRNET; provided, however, that with respect to the
30,742,986 shares of Common Stock authorized for issuance under AIRNET's Stock
Option Plan: (a) AIRNET may grant options to purchase 21,766,212 shares at any
time after the Closing; (b) AIRNET may grant options to purchase up to 6,327,475
shares as and when the INVESTORS elect to convert accrued interest under the
Notes into shares of Common Stock, which grants may not exceed 10% of the number
of shares issued to the INVESTORS upon conversion of such interest; and (c)
AIRNET may grant options to purchase up to 379,700 shares as and when any of the
warrants outstanding on the date hereof are exercised, which grants may not
exceed 10% of the number of shares issued upon the exercise of such warrants,
with all of the foregoing numbers subject to appropriate adjustment in the event
of stock splits or combinations and the like.

     9.12  Employee Benefit Plans.

     With respect to any Benefit Plan:

           (a) Engage, or knowingly permit any party in interest (as defined in
Section 3(14) of ERISA) or any disqualified person (as defined in Section
4975(e)(2) of the Code) to engage, in any prohibited transaction;

           (b) Incur any accumulated funding deficiency under Section 302 of
ERISA or Section 412 of the Code, whether or not waived;

           (c) Take any action which would adversely affect the qualification of
any Benefit Plan.

     9.13  Stock Redemptions. Purchase, redeem, retire or otherwise acquire for
value any shares of AIRNET's capital stock or any other equity interest in
AIRNET.

     9.14  Investments. Except pursuant to normal cash management and treasury
policies and functions, make any capital contribution to, make any loan or
advance to, purchase or acquire a beneficial interest in any stock, securities
or evidences of Indebtedness of, or make any investment or acquire any interest
in, any Person, in excess of $50,000 in the aggregate.

     9.15  Change in Compensation or Workforce. Except with the approval of the
Board of Directors of AIRNET, increase the rate or amount of compensation
payable to management-level

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<PAGE>

employees (except to reflect cost of living adjustments); increase the level of
benefits provided under any Employee Benefit Plan or otherwise modify or amend
any Employee Benefit Plan in a manner that would increase the costs to AIRNET
thereunder; adopt any new Employee Benefit Plan or bonus program, or other
compensation plan; or hire any new employee whose rate of compensation exceeds
$100,000 per annum, except to replace a former employee performing in a
comparable position for comparable compensation.

10.  DEFAULTS AND REMEDIES

     10.1  An "Event of Default" occurs if:

           (a) AIRNET defaults in the payment of any principal or interest under
either of the Notes when the same shall become due, either by the terms thereof
or otherwise as herein provided and the default continues for a period of five
(5) business days after notice of such default is given to AIRNET; or

           (b) AIRNET defaults in the performance or observance of any other
material agreement, term or condition contained in the Notes, the Security
Agreement, the Escrow Agreement, or the Collateral Assignment Agreement,
relating to the perfection of the security interest granted to INVESTORS or
preservation of the secured assets of AIRNET and such default shall not have
been remedied within five (5) days after written notice of such default shall
have been received by AIRNET (regardless of the source of such notice); or

           (c) AIRNET shall default in the payment of any principal of, or
premium, if any, or interest on, any other indebtedness in excess of $250,000 or
obligation with respect to borrowed money after expiration of any grace or cure
period or shall default in the performance of any material term of any
instrument evidencing such Indebtedness or of any mortgage, indenture or
agreement relating thereto after expiration of any grace or cure period, and the
effect of such default is to cause or to permit the holder or holders of such
obligation to cause, such Indebtedness or obligation to become due and payable
prior to its stated maturity; or

           (d) AIRNET, pursuant to or within the meaning of any Bankruptcy Law:

               (i)   commences a voluntary case,

               (ii)  consents to the entry of an order for relief against it in
an involuntary case,

               (iii) consents to the appointment of a Custodian of it or for all
or substantially all of its property,

               (iv)  makes a general assignment for the benefit of its
creditors, or

               (v)   is the debtor in an involuntary case (initiated by parties
other than the INVESTORS) which is not dismissed within thirty (30) days of the
commencement thereof, or

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<PAGE>

           (e) A court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that:

               (i)   provides for relief against AIRNET in an involuntary case,

               (ii)  appoints a Custodian of AIRNET for all or substantially all
of its property, or

               (iii) orders the liquidation of AIRNET,

           (f) A final judgment for the payment of money in an amount in excess
of $50,000 shall be rendered against AIRNET (other than any judgment as to which
a reputable insurance company shall have accepted full liability in writing) and
shall remain undischarged for a period (during which execution shall not be
effectively stayed) of 20 days after the date on which the right to appeal has
expired;

           (g) Any representation or warranty made by AIRNET in this Agreement,
the Security Agreement or in any other document or instrument furnished in
connection with the transactions contemplated hereby shall prove to be
materially false or incorrect on the date as of which made and such
misrepresentation or inaccuracy results, or is likely to result, in a Material
Adverse Effect;

           (h) AIRNET breaches any covenant in this Agreement (i) and that
breach results, or is likely to result, in a Material Adverse Effect, and (ii)
if such breach is capable of being cured or remedied, AIRNET fails to cure or
remedy such breach to the reasonable satisfaction of INVESTORS within fifteen
(15) business days after written notice from an INVESTOR, provided that for
purposes of this paragraph (h), a breach of any of Sections 8.5, 8.8, 9.1, 9.2,
9.3, 9.4, 9.5, 9.10. 9.11, 9.13 and 9.14 shall be deemed to be not capable of
being cured or remedied; and further provided that the second breach in any
calendar year of Section 8.1(d) shall be deemed to be not capable of being cured
or remedied; and further provided that a breach of Section 8.2 which arises as a
result of the failure to comply with any of clauses (b), (c), or (d) thereof
shall be deemed to be not capable of being cured or remedied.

           (i) AIRNET shall take any action resulting, or likely to result, in
or shall suffer the occurrence of an event constituting or likely to result in a
Material Adverse Effect and AIRNET shall not cure the existence of such action
or event within fifteen (15) business days after notice from both TECORE and SCP
of the existence of such action or event.

Upon (x) the occurrence of any Event of Default described in paragraphs (c) or
(d), the unpaid principal amount of and accrued interest on the Notes shall
automatically become due and payable, without presentment, demand, protest or
notice of any kind, all of which are hereby waived by AIRNET, and (y) upon the
occurrence of any other Event of Default, in addition to any other rights,
powers and remedies permitted by law or in equity, the INVESTORS may, at their
option, by notice in writing to AIRNET, declare the Notes to be, and the Notes
shall thereupon be and become, immediately due and payable, together with
interest accrued thereon and all other sums due hereunder, without presentment,
demand, protest or other notice of any kind, all of which are waived by AIRNET.
In the event that the unpaid principal amount of and accrued interest on the
Notes shall have become due and payable pursuant to clause (x) or clause

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<PAGE>

(y), then the INVESTORS shall have no further obligation to make the payments on
account of the purchase price of the Notes set forth in Section 1.1.

     Upon the occurrence of any Event of Default, the holders of the Notes may
proceed to protect and enforce their rights by an action at law, suit in equity
or other appropriate proceeding, whether for the specific performance of any
agreement contained herein or in the Note held by them, for an injunction
against a violation of any of the terms hereof or thereof, or for the pursuit of
any other remedy which it may have by virtue of this Agreement, the Security
Agreement or pursuant to applicable law. AIRNET shall pay to the holders of the
Notes upon demand the reasonable costs and expenses of collection and of any
other actions referred to in this Article, including without limitation
reasonable attorneys' fees, expenses and disbursements.

     No course of dealing and no delay on the part of the holders of the Notes
in exercising any of their rights shall operate as a waiver thereof or otherwise
prejudice the rights of such holders, nor shall any single or partial exercise
of any right, power or remedy preclude any other or further exercise thereof or
the exercise of any other right, power or remedy hereunder. No right, power or
remedy conferred hereby or by the Notes on the holders thereof shall be
exclusive of any other right, power or remedy referred to herein or therein or
now or hereafter available at law, in equity, by statute or otherwise.

     10.2  For purposes of this Article, the following definitions shall apply:

           "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors.

           "Custodian" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.

11.  INDEMNIFICATION

     AIRNET and INVESTORS agree as follows:

     11.1  General Indemnification by AIRNET. AIRNET covenants and agrees that,
in addition to, and not in lieu of, any remedies provided to INVESTORS in
Section 10, AIRNET will indemnify, defend, protect and hold harmless INVESTORS
at all times, from and after the date of this Agreement until the Expiration
Date, from and against all claims, damages, actions, suits, proceedings,
demands, assessments, adjustments, costs and expenses (including specifically,
but without limitation, reasonable attorneys' fees and reasonable expenses of
investigation) (collectively, "Losses") incurred by INVESTORS as a result of or
arising from:

           (a) Any breach of the representations and warranties of AIRNET set
forth herein or on the schedules or certificates delivered in connection
herewith;

           (b) Any breach of any covenant or agreement on the part of AIRNET
under this Agreement;

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<PAGE>

     11.2  Indemnification by INVESTORS. Each of the INVESTORS,
severally and not jointly, covenants and agrees that it will indemnify, defend,
protect and hold harmless AIRNET at all times from and after the date of this
Agreement until the Expiration Date, from and against all claims, damages,
actions, suits, proceedings, demands, assessments, adjustments, costs and
expenses (including specifically, but without limitation, reasonable attorneys'
fees and expenses of investigation) incurred by AIRNET as a result of or arising
from (a) any breach by that INVESTOR of its representations and warranties set
forth herein or on the schedules or certificates delivered in connection
herewith, or (b) any breach of any agreement on the part of that INVESTOR under
this Agreement.

     11.3  Third Person Claims. Promptly after any party hereto (hereinafter the
"Indemnified Party") has received notice of or has knowledge of any claim by a
Third Person or of the commencement of any action or proceeding by a Person not
a party to this Agreement (a "Third Person"), the Indemnified Party shall, as a
condition precedent to a claim with respect thereto being made against any party
obligated to provide indemnification pursuant to Section 11.1 or 11.2 hereof
(hereinafter the "Indemnifying Party"), give the Indemnifying Party written
notice of such claim or the commencement of such action or proceeding. Such
notice shall state the nature and the basis of such claim and a reasonable
estimate of the amount thereof. The Indemnifying Party shall have the right to
defend and settle, at its own expense and by its own counsel, any such matter so
long as the Indemnifying Party pursues the same in good faith and diligently,
provided that the Indemnifying Party shall not settle any criminal proceeding
without the written consent of the Indemnified Party, such consent not to be
unreasonably withheld or delayed. If the Indemnifying Party undertakes to defend
or settle, it shall promptly notify the Indemnified Party of its intention to do
so, and the Indemnified Party shall cooperate, at the Indemnifying Party's
expense, with the Indemnifying Party and its counsel in the defense thereof and
in any settlement thereof. Such cooperation shall include, but shall not be
limited to, furnishing the Indemnifying Party with any books, records or
information reasonably requested by the Indemnifying Party that are in the
Indemnified Party's possession or control. All Indemnified Parties shall
endeavor to use the same counsel, which shall be the counsel selected by the
Indemnifying Party, provided that if counsel to the Indemnifying Party shall
have a conflict of interest in the opinion of such counsel that prevents counsel
for the Indemnifying Party from representing the Indemnified Party, the
Indemnified Party shall have the right to participate in such matter through
counsel of its own choosing and the Indemnifying Party will reimburse the
Indemnified Party for the reasonable expenses of its counsel and experts. After
the Indemnifying Party has notified the Indemnified Party of its intention to
undertake to defend or settle any such asserted liability, and for so long as
the Indemnifying Party diligently pursues such defense, the Indemnifying Party
shall not be liable for any additional legal expenses incurred by the
Indemnified Party in connection with any defense or settlement of such asserted
liability, except (i) as set forth in the preceding sentence and (ii) to the
extent such participation is requested by the Indemnifying Party, in which event
the Indemnified Party shall be reimbursed by the Indemnifying Party for
reasonable additional legal expenses and out-of-pocket expenses. If the
Indemnifying Party desires to accept a final and complete settlement of any such
Third Person claim and the Indemnified Party refuses to consent to such
settlement, then the Indemnifying Party's liability under this Section with
respect to such Third Person claim shall be limited to the amount so offered in
settlement to said Third Person, plus all indemnifiable costs and expenses
incurred to date, the Indemnifying Party shall be relieved of its duty to defend
and shall tender the Third Person claim back to the Indemnified Party, who shall
thereafter, at its own expense, be responsible for the defense and negotiation
of such Third Person claim. If the Indemnifying Party does not undertake to
defend such matter to which the Indemnified Party is entitled to indemnification
hereunder, or fails diligently to pursue such

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<PAGE>

defense, the Indemnified Party may undertake such defense through counsel of its
choice, at the cost and expense of the Indemnifying Party, and the Indemnified
Party may settle such matter, and the Indemnifying Party shall reimburse the
Indemnified Party for the amount paid in such settlement and any other
liabilities or expenses incurred by the Indemnified Party in connection
therewith, provided, however, that under no circumstances shall the Indemnified
Party settle any Third Person claim without the written consent of the
Indemnifying Party, which consent shall not be unreasonably withheld or delayed.
All settlements hereunder shall effect a complete release of the Indemnified
Party, unless the Indemnified Party otherwise agrees in writing. The parties
hereto will make appropriate adjustments for any Tax benefits, Tax detriments or
insurance proceeds in determining the amount of any indemnification obligation
under this Section, provided that no Indemnifying Party shall be obligated to
seek any payment pursuant to the terms of any insurance policy.

     11.4  Limitations on Indemnification. INVESTORS and the other Persons or
entities indemnified pursuant to Section 11.1 shall not assert any claim other
than a Third Person claim for indemnification hereunder against AIRNET until
such time as, and with respect to any individual claim, unless and until such
claim or claims, individually or in the aggregate, exceed Twenty Five Thousand
Dollars ($25,000). AIRNET shall not assert any claim for indemnification
hereunder against either of the INVESTORS until such time as, and solely to the
extent that, the aggregate of all claims which AIRNET may have against that
INVESTOR exceeds Twenty Five Thousand Dollars ($25,000).

12.  TERMINATION OF AGREEMENT

     12.1  Termination. This Agreement may be terminated at any time prior to
the Closing Date solely:

           (a) by mutual written consent of INVESTORS and AIRNET;

           (b) by either of the INVESTORS, or by AIRNET, if the transactions
contemplated by this Agreement to take place at the Closing shall not have been
consummated by July 31, 2003, unless the failure of such transactions to be
consummated is due to the willful failure of the party seeking to terminate this
Agreement to perform any of its obligations under this Agreement to the extent
required to be performed by it prior to or on the Closing Date; or

           (c) by AIRNET, if a material breach or default shall be made by
either of the INVESTORS in the observance or in the due and timely performance
of any of the covenants, agreements or conditions contained herein, and the
curing of such default shall not have been made on or before the Closing Date;
or

           (d) by either of the INVESTORS, if a material breach or default shall
be made by AIRNET in the observance or in the due and timely performance of any
of the covenants, agreements or conditions contained herein, and the curing of
such default shall not have been made on or before the Closing Date; or

           (e) by either of the INVESTORS, in the event of the delisting of the
AIRNET Common Stock from the NASDAQ Stock Market, except for the potential
delisting from NMS and transfer to

                                       50

<PAGE>

NASDAQ's Small Cap as a result of AIRNET's failure to maintain the minimum bid
price criteria of $1.00, or in the event that AIRNET shall have failed to
satisfy one or more other conditions to continued listing of such Common Stock
on NASDAQ's Small Cap pursuant to written notice from NASDAQ dated after the
date of this Agreement, such that, with the passage of time, the Common Stock
may be delisted at any time after the Closing Date, except with respect to the
minimum bid price criteria of $1.00, which could be cured by a reverse stock
split and except with respect to the minimum net equity condition.

           (f) by AIRNET, pursuant to Section 5.4 of this Agreement.

     12.2  Liabilities in Event of Termination. The termination of this
Agreement will in no way limit any obligation or liability of any party based on
or arising from a breach or default by such party with respect to any of its
representations, warranties, covenants or agreements contained in this
Agreement, including, but not limited to, legal and audit costs and out of
pocket expenses.

13.  GENERAL

     13.1  Cooperation. AIRNET and INVESTORS shall each deliver or cause to be
delivered to the other on the Closing Date, and at such other times and places
as shall be reasonably agreed to, such additional instruments as the other may
reasonably request for the purpose of carrying out this Agreement. AIRNET will
cooperate and use its reasonable efforts to have the present officers, directors
and employees of AIRNET cooperate with INVESTORS on and after the Closing Date
in furnishing information, evidence, testimony and other assistance in
connection with any Tax Return filing obligations, actions, proceedings,
arrangements or disputes of any nature with respect to matters pertaining to all
periods prior to the Closing Date.

     13.2  Successors and Assigns. This Agreement and the rights of the parties
hereunder may not be assigned (including by operation of law) without the
consent of the other parties and shall be binding upon and shall inure to the
benefit of the parties hereto, and the successors of INVESTORS and AIRNET.

     13.3  Entire Agreement. This Agreement (including the Schedules, exhibits
and annexes attached hereto) and the documents delivered pursuant hereto
constitute the entire agreement and understanding among AIRNET and INVESTORS and
supersede any prior agreement and understanding relating to the subject matter
of this Agreement. This Agreement, upon execution, constitutes a valid and
binding agreement of the parties hereto enforceable in accordance with its terms
and may be modified or amended only by a written instrument executed by AIRNET
and INVESTORS.

     13.4  Counterparts; Facsimile Signatures. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original and all of which together shall constitute but one and the same
instrument. Signatures may be exchanged by telecopy, and each party agrees that
it will be bound by its telecopied signature and that it accepts the telecopied
signatures of the other parties to this Agreement.

     13.5  Brokers and Agents. Each party represents and warrants that it
employed no broker or agent in connection with this transaction and agrees to
indemnify the other parties hereto against all loss,

                                       51

<PAGE>

cost, damages or expense arising out of claims for fees or commissions of
brokers employed or alleged to have been employed by such indemnifying party.

     13.6  Expenses. Upon request from INVESTORS, AIRNET shall promptly
reimburse INVESTORS: (a) for all reasonable legal fees and expenses related to
the transaction contemplated herein incurred after December 1, 2002; and (b) up
to Twenty-Five Thousand Dollars ($25,000) for each INVESTOR, for financial
consulting fees related to the transaction contemplated herein; up to a maximum
of $200,000 in the aggregate for (a) and (b) above to both INVESTORS, allocated
between the INVESTORS in proportion to the amount of each Note. INVESTORS may
elect to deduct such expenses from the amount to be paid to AIRNET at Closing or
any future payments on account of the purchase price of the Notes. AIRNET shall
be permitted to pay its legal fees relating to this Agreement and the
transactions contemplated hereby at the Closing.

     13.7  Notices. All notices or communications required or permitted
hereunder shall be in writing and shall be deemed to have been given when
personally delivered or upon receipt if sent by first class certified mail,
return receipt requested or the next business day if sent by telex (receipt
confirmed and followed up by one of the other delivery methods discussed herein
as well), or upon delivery if sent by express mail, in each case postage prepaid
and addressed as follows:

           (a) If to TECORE:

               TECORE, Inc.
               7165 Columbia Gateway Drive
               Columbia, Maryland 21046
               Attention: Mr. Jay Salkini

               with copies to:

               Whiteford, Taylor & Preston L.L.P.
               Seven Saint Paul Street
               Baltimore, Maryland 21202
               Attn: Robert B. Curran, Esq.

           (b) If to SCP:

               SCP Private Equity Partners II, LP
               300 Building
               435 Devon Park Drive
               Wayne, Pennsylvania 19087
               Attn: James W. Brown

                                       52

<PAGE>

               with copies to:

               Saul Ewing, LLP
               1200 Liberty Ridge Drive
               Wayne, Pennsylvania 19087
               Attn: Spencer W. Franck, Jr., Esq.

           (c) If to AIRNET:

               AirNet Communications Corporation
               3950 Dow Road
               Melbourne, Florida 32934
               Attn: Mr. Glenn Ehley

               with copies to:

               Edwards & Angell, LLP
               One North Clematis Street
               Suite 400 West
               Palm Beach, Florida 33401
               Attn: John G. Igoe, Esq.

or to such other address or counsel as any party hereto shall specify pursuant
to this Section 11.7 from time to time.

     13.8  Governing Law. This Agreement shall be construed in accordance with
the laws of the State of Delaware, except that matters herein within the purview
of the matters covered by the General Corporation Law of the State of Delaware
shall be governed by such General Corporation Law, in each case without
reference to conflicts of laws principles.

     13.9  Exercise of Rights and Remedies. Except as otherwise provided herein,
no delay of or omission in the exercise of any right, power or remedy accruing
to any party as a result of any breach or default by any other party under this
Agreement shall impair any such right, power or remedy, nor shall it be
construed as a waiver of or acquiescence in any such breach or default, or of
any similar breach or default occurring later; nor shall any waiver of any
single breach or default be deemed a waiver of any other breach or default
occurring before or after that waiver.

     13.10 Time. Time is of the essence with respect to this Agreement.

     13.11 Reformation and Severability. In case any provision of this Agreement
shall be invalid, illegal or unenforceable, it shall, to the extent possible, be
modified in such manner as to be valid, legal and enforceable but so as to most
nearly retain the intent of the parties, and if such modification is not
possible, such provision shall be severed from this Agreement, and in either
case the validity, legality and enforceability of the remaining provisions of
this Agreement shall not in any way be affected or impaired thereby.

                                       53

<PAGE>

     13.12 Remedies Cumulative. No right, remedy or election given by any term
of this Agreement shall be deemed exclusive but each shall be cumulative with
all other rights, remedies and elections available at law or in equity.

     13.13.Captions. The headings of this Agreement are inserted for
convenience only, shall not constitute a part of this Agreement or be used to
construe or interpret any provision hereof.

     13.14 Amendments and Waivers. Any term of this Agreement may be amended and
the observance of any term of this Agreement may be waived only with the written
consent of all of the parties. Any amendment or waiver effected in accordance
with this Section 13.14 shall be binding upon each of the parties hereto and
their successors or assigns.

     IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase
Agreement as of the day and year first above written.

                                        TECORE:

                                        TECORE, INC.


                                        By:        /s/ Jay Salkini
                                            -----------------------------------


                                        SCP:

                                        SCP PRIVATE EQUITY PARTNERS II, LP


                                        By: SCP Private Equity II,
                                            General Partner, L.P.,
                                            its General Partner


                                        By:        /s/ James W. Brown
                                            -----------------------------------
                                                        a Manager

                                        AIRNET:

                                        AIRNET COMMUNICATIONS CORPORATION


                                        By:          /s/ Glenn Ehley
                                            -----------------------------------
                                                  as its President and CEO

                                       54

<PAGE>

                                   Exhibit A

                           EIGHTH AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                        AIRNET COMMUNICATIONS CORPORATION

<PAGE>

                                TABLE OF CONTENTS

ARTICLE I..................................................................1

ARTICLE II.................................................................1

ARTICLE III................................................................1

ARTICLE IV.................................................................1

A.     CLASSES OF STOCK.................................................. .1
B.     RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF COMMON
       STOCK...............................................................2
   1.  Dividends...........................................................2
   2.  Stock Split, Reclassification, etc..................................2
   3.  Liquidation.........................................................2
   4.  Voting..............................................................3
   5.  No Pre-emptive or Subscription Rights...............................3
C.     RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF PREFERRED
       STOCK...............................................................3
D.     RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF SENIOR
       SECURED CONVERTIBLE NOTES...........................................3

ARTICLE V..................................................................4

ARTICLE VI.................................................................4

ARTICLE VII................................................................5

ARTICLE VIII...............................................................5

ARTICLE IX.................................................................6

ARTICLE X..................................................................6

                                      -i-

<PAGE>

                           EIGHTH AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                        AIRNET COMMUNICATIONS CORPORATION

Pursuant to the provisions of Sections 242 and 245 of the General Corporation
Law of Delaware, the undersigned Corporation adopts the following Eighth Amended
and Restated Certificate of Incorporation:

     FIRST:  The name of the Corporation is AirNet Communications Corporation
(the "Corporation").

     SECOND: The following Eighth Amended and Restated Certificate of
Incorporation was adopted by the Board of Directors and the stockholders of the
Corporation in accordance with Sections 242 and 245 of the General Corporation
Law of Delaware.

The Restated Certificate of Incorporation of the Corporation (originally filed
under the name of Overture Systems, Inc. incorporated on January 11, 1994), as
previously amended, is hereby deleted in its entirety and is amended and
restated as follows:

                                    ARTICLE I
                                    ---------

     The name of the Corporation is AirNet Communications Corporation.

                                   ARTICLE II
                                   ----------

     The registered office of the Corporation in the State of Delaware is
located at The Prentice-Hall Corporation System, Inc., 1013 Centre Road, in the
City of Wilmington, County of New Castle. The name of the registered agent at
such address is The Prentice-Hall Corporation System, Inc.

                                   ARTICLE III
                                   -----------

     The purpose of the Corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
Delaware.

                                   ARTICLE IV
                                   ----------

     A.  CLASSES OF STOCK. The aggregate number of shares of capital stock which
the Corporation shall have authority to issue is 403,184,713 shares, consisting
of two classes of capital stock:

         (a) 400,000,000 shares of Common Stock, par value $.001 per share
("Common Stock");

                                      -1-

<PAGE>

         (b) 3,184,713 shares of Preferred Stock, par value $.01 per share
("Preferred Stock").

     B.  RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF COMMON STOCK.
Notwithstanding any provision to the contrary contained herein, the rights,
preferences, privileges and restrictions granted to and imposed upon Common
Stock are set forth in this Article IV.B. Except as otherwise expressly provided
in this Article IV.B., all shares of Common Stock shall be identical and shall
entitle the holders thereof to the same rights and privileges.

     1.  Dividends. When, as and if dividends on Common Stock are declared by
the Corporation's Board of Directors, whether payable in cash, in property or in
securities of the Corporation, the holders of Common Stock shall be entitled to
share equally in and to receive, in accordance with the number of shares of
Common Stock held by each such holder, all such dividends.

     Dividends payable under this Article IV.B. shall be paid to the holders of
record of the outstanding Common Stock as their names shall appear on the stock
register of the Corporation on the record date fixed by the Board of Directors
of the Corporation in advance of declaration and payment of each dividend. Any
Common Stock issued as a dividend pursuant to this Article IV.B. shall, when so
issued, be duly authorized, validly issued, fully paid and non-assessable and
free of all liens and charges. The Corporation shall not issue fractions of
Common Stock on payment of such dividend but shall issue a whole number of
shares to such holder of Common Stock rounded up or down in the Corporation's
sole discretion to the nearest whole number, without compensation to the
stockholder whose fractional share has been rounded down or from any stockholder
whose fractional share has been rounded up.

     Notwithstanding anything contained herein to the contrary, no dividends on
Common Stock shall be declared by the Corporation's Board of Directors or paid
or set apart for payment by the Corporation at any time that such declaration,
payment, or setting apart is prohibited by applicable law.

     2.  Stock Split, Reclassification, etc. The Corporation shall not in any
manner subdivide (by any stock split, reclassification, stock dividend,
recapitalization or otherwise) or combine the outstanding shares of one class of
Common Stock unless the outstanding shares of all classes of Common Stock shall
be proportionately subdivided or combined.

     3.  Liquidation. Upon any voluntary or involuntary liquidation, dissolution
or winding-up of the affairs of the Corporation, after payment shall have been
made to holders of outstanding Preferred Stock, if any, of the full amount of
which they are entitled pursuant to this Certificate of Incorporation and any
resolutions that may be adopted from time to time by the Corporation's Board of
Directors, in accordance with Article IV.C. below (for the purpose of fixing the
voting rights, designations, preferences and relative participating, optional or
other special rights of any class or series of Preferred Stock), the holders of
Common Stock shall be entitled, to the exclusion of the holders of Preferred
Stock, if any, to share ratably, in accordance with the number of shares of
Common Stock held by each such holder, in all remaining assets of

                                      -2-

<PAGE>

the Corporation available for distribution among the holders of Common Stock,
whether such assets are capital, surplus, or earnings. For the purposes of this
Article IV.B., neither the consolidation or merger of the Corporation with or
into any other corporation or corporations in which the stockholders of the
Corporation receive capital stock and/or other securities (including debt
securities) of the acquiring corporation (or of the direct or indirect parent
corporation of the acquiring corporation), nor the sale, lease or transfer by
the Corporation of all or any part of its assets, nor the reduction of the
capital stock of the Corporation, shall be deemed to be a voluntary or
involuntary liquidation, dissolution, or winding-up of the Corporation as those
terms are used in this Article IV.B.

     4.  Voting. Each holder of Common Stock shall be entitled to one vote for
each share of such stock issued and outstanding and registered in such holder's
name and shall be entitled to vote upon such matters and in such manner as may
be provided by Delaware law and this Certificate of Incorporation.

     5.  No Pre-emptive or Subscription Rights. No holder of Common Stock shall
be entitled to pre-emptive or subscription rights.

     C.  RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF PREFERRED STOCK.
Pursuant to authority conferred by this Article IV.C. upon the Board of
Directors of the Corporation under the Seventh Amended and Restated Certificate
of Incorporation, in effect at the relevant time, the Board of Directors created
a series of 3,184,713 shares of preferred stock designated as Series B
Convertible Preferred Stock by filing a Certificate of Designation of the
Corporation with the Secretary of State of the State of Delaware on May 14,
2001, and the voting powers, designations, preferences and relative
participating and other special rights, and the qualifications, limitations and
restrictions, of the Series B Convertible Preferred Stock of the Corporation are
as set forth in Annex I hereto and are incorporated herein by reference. Any
shares of Series B Convertible Preferred Stock converted into Common Stock of
the Corporation pursuant to Section 6 of such Certificate of Designation shall
be canceled and shall not under any circumstances be reissued; and the
Corporation may from time to time take such appropriate corporate action as may
be necessary to reduce accordingly the number of authorized shares of Series B
Convertible Preferred Stock. The Board of Directors of the Corporation shall not
issue any additional authorized but unissued shares of Series B Preferred Stock
of the Corporation without the approval of stockholders of the Corporation
holding at least 90% of the voting stock of the Corporation.

     Subject to the provisions of this Certificate of Incorporation and this
Article IV.C., the Board of Directors of the Corporation is authorized to
decrease the number of shares of any series of preferred stock (but not below
the number of shares of such series then outstanding) subsequent to the issue of
shares of that series. Any and all Preferred Stock issued and for which full
consideration has been paid or delivered shall be deemed fully paid stock and
the holder thereof shall not be liable for any further payment thereon.

     D.  RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF SENIOR SECURED
CONVERTIBLE NOTES. Reference is made to (i) the Senior Secured Convertible Note
of the Corporation issued to SCP Private Equity Partners II, LP ("SCP") (the
"SCP Note") and (ii) the Senior Secured Convertible Note of the Corporation
issued to TECORE, Inc.

                                      -3-

<PAGE>

("Tecore") (the "Tecore Note," and together with the SCP Note, the "Notes")
pursuant to the Securities Purchase Agreement by and among the Corporation, SCP
and Tecore dated on or about ., 2003 (the "Purchase Agreement"). Pursuant to the
provisions of Section 221 of the General Corporation Law of Delaware, SCP and
Tecore as holders of the Notes of the Corporation (the "Noteholders") are
granted the power to vote in respect to the corporate affairs and management of
the Corporation as follows:

     Except as otherwise required by law or as provided herein, each Noteholder
shall be entitled to vote on all matters submitted to the stockholders of the
Corporation for a vote, and shall be entitled to that number of votes equal to
the number of shares of Common Stock into which such holder's then outstanding
Note, and all or any portion of accrued and unpaid interest, is convertible
pursuant to the terms thereof on the record date for the determination of
stockholders entitled to vote on such matter or, if no such record date is
established, on the date such vote is taken or any written consent of
stockholders is solicited, provided, however, that, solely for purposes of
determining the number of votes to which a Noteholder is entitled pursuant to
this Article IV.D., the price per share at which the Note, and all or any
portion of accrued and unpaid interest, may be converted shall be deemed to be
$.; provided further, that if the Corporation at any time subdivides (by any
stock split, stock dividend, recapitalization or otherwise) its outstanding
shares of Common Stock into a greater number of shares, the deemed conversion
price in effect immediately prior to such subdivision shall be proportionately
reduced, and conversely, in the event the outstanding shares of Common Stock
shall be combined (by reverse stock split or otherwise) into a smaller number of
shares, the deemed conversion price in effect immediately prior to such
combination shall be proportionately increased. The holders of the Notes shall
be deemed to be stockholders, and their Notes shall be deemed to be shares of
stock, for the purpose of any provision of the Delaware General Corporation Law
which requires the vote of stockholders as a prerequisite to any corporate
action. Except as expressly otherwise provided herein or as required by law, the
Noteholders shall vote together with the holders of shares of the Corporation's
Common Stock as a single class on all matters. The Noteholders shall be entitled
to notice of all stockholders' meetings in accordance with the Corporation's
by-laws and the General Corporation Law of the State of Delaware.

                                    ARTICLE V
                                    ---------

     The Board of Directors shall have the power, in addition to the
stockholders, to make, repeal, alter, amend and rescind any or all of the bylaws
of the Corporation.

                                   ARTICLE VI
                                   ----------

     The Board of Directors shall be constituted as follows:

     (i)   The number of directors which will constitute the whole Board of
Directors of the Corporation shall be fixed at ten (10) until such time as the
Tecore Note (referenced in Article IV.D. above) is fully converted into Common
Stock of the Corporation, when the number of directors which will constitute the
whole Board of Directors of the Corporation shall be fixed at eleven (11).

                                      -4-

<PAGE>

     (ii)  The term of each director shall be the period from the effective date
of such director's election to the next annual meeting of stockholders. The term
of each director who is serving as a director on [date of amendment to Charter]
shall expire at the next annual meeting of stockholders after such date, or upon
such director's earlier resignation or removal, notwithstanding that such
director may have been elected for a term that extended beyond the date of such
next annual meeting of stockholders.

     (iii) Notwithstanding the foregoing provisions of this Article VI, each
director shall serve until his successor is duly elected and qualified or until
his death, resignation or removal. Directors may be removed from office with or
without cause by the holders of a majority of the shares then entitled to vote
at an election of directors. No decrease in the number of directors constituting
the Board of Directors shall shorten the term of any incumbent director.

     (iv)  In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors shall have the power to make, adopt, amend or
repeal the Bylaws, or adopt new Bylaws for this Corporation, by a resolution
adopted by a majority of the directors.

     (v)   Vacancies in the Board of Directors may be filled by a majority of
the remaining directors, though less than a quorum, or by a sole remaining
director.

     (vi)  Elections of directors need not be by written ballot unless the
bylaws of the Corporation shall so provide.

                                   ARTICLE VII
                                   -----------

     Meetings of stockholders may be held within or without the State of
Delaware, as the bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the General Corporation Law of Delaware)
outside the State of Delaware at such place or places as may be designated from
time to time by the Board of Directors or in the bylaws of the Corporation.

                                  ARTICLE VIII
                                  ------------

     A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of Title 8 of the General Corporation
Law of Delaware, or (iv) for any transaction from which the director derived any
improper personal benefit. The foregoing sentence notwithstanding, if the
General Corporation Law of Delaware is hereafter amended to authorize further
limitations of the liability of a director of a corporation, then a director of
the Corporation, in addition to the circumstances in which a director is not
personally liable set forth in the preceding sentence, shall not be liable to
the fullest extent permitted by the General Corporation Law of Delaware as so
amended. Any repeal or modification of the foregoing provisions of this Article
VIII by the stockholders of the Corporation shall not

                                      -5-

<PAGE>

adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification.

                                   ARTICLE IX
                                   ----------

     The Corporation shall indemnify and hold harmless any director and officer
of the Corporation from and against any and all expenses and liabilities that
may be imposed upon or incurred by such person in connection with, or as a
result of, any proceeding in which such person may become involved, as a party
or otherwise, by reason of the fact that such person is or was such a director
or officer of the Corporation, whether or not such person continues to be such
at the time such expenses and liabilities shall have been imposed or incurred.
It is the intention of this Article IX to provide indemnification to the fullest
extent permitted by the laws of the State of Delaware, as they may be amended
from time to time.

                                    ARTICLE X
                                    ---------

     Subject to the provisions contained herein, the Corporation reserves the
right to amend, alter, change or repeal any provision contained in this Eighth
Amended and Restated Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

     This Eighth Amended and Restated Certificate of Incorporation was duly
adopted in accordance with the provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware by the Board of Directors and the
stockholders of the Corporation.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      -6-

<PAGE>

     I, THE UNDERSIGNED, being the President and Chief Executive Officer of the
Corporation, hereby declare, under penalties of perjury, that this is the act
and deed of the Corporation and the facts herein stated are true, and
accordingly, I have executed this Eighth Amended and Restated Certificate of
Incorporation as of the ____ day of ., 2003.

                                        AIRNET COMMUNICATIONS CORPORATION


                                        By:     /s/   Glenn A. Ehley
                                           -------------------------------------
                                                  Glenn A. Ehley
                                                President and Chief
                                                 Executive Officer

ATTESTED:

-------------------------
Stuart P. Dawley
Corporate Secretary

                                      -7-

<PAGE>
                                                                         Annex I
                                                                         -------

                        AIRNET COMMUNICATIONS CORPORATION

                      SERIES B CONVERTIBLE PREFERRED STOCK
                           CERTIFICATE OF DESIGNATION

                            -------------------------

                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware

                            -------------------------

     AirNet Communications Corporation (the "Corporation"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware, does hereby certify that pursuant to the authority vested in the Board
of Directors of the Corporation by its Certificate of Incorporation, as amended,
and pursuant to the provisions of Section 151 of the General Corporation Law of
the State of Delaware, said Board of Directors, adopted the following resolution
at a meeting duly called and held on April 2, 2001, which resolution remains in
full force and effect as of the date hereof:

     RESOLVED, that pursuant to the authority vested in the Board of Directors
of the Corporation (the "Board of Directors") by its Certificate of
Incorporation, as amended (hereinafter referred to as the "Certificate of
Incorporation"), the Board of Directors does hereby create, authorize and
provide for the issuance of Series B Convertible Preferred Stock, par value $.01
per share, consisting of 3,184,713 shares, having the following designations,
preferences and relative and other special rights, qualifications, limitations
and restrictions:

     1.  DESIGNATION AND AMOUNT. The designation of such series is "Series B
Convertible Preferred Stock" (hereinafter in this Certificate of Designation
called the "Series B Preferred Stock") and the number of shares constituting
such series shall be 3,184,713, which number may be decreased (but not
increased) by the Board of Directors without a vote of stockholders; provided,
however, that such number may not be decreased below the number of then
currently outstanding shares of Series B Preferred Stock, plus shares issuable
upon the exercise of any then outstanding options, warrants or rights to acquire
Series B Preferred Stock, including dividends payable pursuant to the terms of
the Series B Preferred Stock. All capitalized terms used in this Certificate of
Designation and not otherwise defined shall have the meaning given to such terms
in Section 13 hereof.

     2.  DIVIDENDS. (a) The Holders of shares of the Series B Preferred Stock,
in preference to the holders of all Junior Capital Stock and on a pari passu
basis with holders of

                                      -1-

<PAGE>

Parity Capital Stock, will be entitled to receive, when, as and if dividends are
declared by the Board of Directors, out of funds of the Corporation legally
available therefor, cumulative dividends as provided in this Section 2.
Dividends on each outstanding share of Series B Preferred Stock shall be payable
in cash, or at the option of the Corporation, in such number of shares of Series
B Preferred Stock as is set forth in Section 2(d) below, and accrue (whether or
not earned or declared) at the rate of 8% per annum on the sum of (i) the
Purchase Price and (ii) all accumulated and unpaid dividends accrued thereon
from the date of issuance thereof (the "Series B Dividends"). Such dividends
will be calculated and accrued on a quarterly basis on the last day of each
fiscal quarter of the Corporation in respect of the prior three month period
prorated on a daily basis for partial periods.

         (b) If the Corporation at any time pays less than the total amount of
Series B Dividends then accrued with respect to the Series B Preferred Stock,
such payment shall be distributed ratably among the Holders based upon the
aggregate accrued but unpaid Series B Dividends on the Series B Preferred Stock
held by each such Holder.

         (c) In the event that the Corporation declares or pays any dividends
upon the Common Stock (whether payable in cash, securities or other property)
other than dividends payable solely in shares of Common Stock, the Corporation
shall also declare and pay to the Holders at the same time that it declares and
pays such dividends to the holders of the Common Stock, the dividends which
would have been declared and paid with respect to the Series B Preferred Stock
had all of the outstanding Series B Preferred Stock been converted in accordance
with Section 6(a) immediately prior to the record date for such dividend, or if
no record date is fixed, the date as of which the record holders of Common Stock
entitled to such dividends are to be determined.

         (d) The Corporation may pay the Series B Dividends to each Holder by
the issuance of such number of shares of Series B Preferred Stock as equals the
quotient of (i) the accrued and unpaid Series B Dividends with respect to the
shares of Series B Preferred Stock held such Holder and (ii) the Purchase Price.

     3.  LIQUIDATION PREFERENCE. (a) In the event of any (each a "Liquidation
Event") liquidation, dissolution or winding up of the affairs of the
Corporation, either voluntarily or involuntarily, each Holder shall be entitled,
after payment of the Corporation's debts and other liabilities and any
preferential amounts due to the holders of Senior Capital Stock, to be paid in
full, before any distribution is made on any Junior Capital Stock but on a pari
passu basis with any distribution on Parity Capital Stock, an amount (the
"Liquidation Amount") with respect to each share of Series B Preferred Stock
held by such Holder equal to the sum of (i) the product of (x) the Purchase
Price and (y) two and (ii) the Series B Dividends accrued on such share of
Series B Preferred Stock. After payment of the preferences to all holders of
preferred stock of the Corporation, all remaining assets of the Corporation
legally available for distribution, if any, shall be distributed ratably to the
holders of the Common Stock, Series B Preferred Stock (on an as-if converted to
Common Stock basis) and any other Capital Stock of the Corporation entitled to
share in such distribution.

         (b) Deemed Liquidation. The Majority Holders may elect in writing by
notice delivered to the Corporation, prior to the closing of a Sale of the
Corporation, to treat a specific

                                      -2-

<PAGE>

proposed Sale of the Corporation (other than a Qualified Sale of the
Corporation) as a Liquidation Event for purposes of Section 3(a).

         (c) Partial Payment. The Corporation shall, not later than 20 days
prior to the earlier of the record date for the taking of a vote of stockholders
with respect to any Liquidation Event or the date set for the consummation of a
Liquidation Event, provide to the Holders such information concerning the terms
of the Liquidation Event and the value of the assets of the Corporation or such
other relevant information as may be reasonably requested by the Holders. If,
upon a Liquidation Event, the net assets of the Corporation available for
payment to the Holders of Series B Preferred Stock and the holders of Parity
Capital Stock are not sufficient to pay in full the Liquidation Amount to the
Holders of Series B Preferred Stock and the preferential amounts due to the
holders of Parity Capital Stock, the Holders of Series B Preferred Stock and the
holders of Parity Capital Stock shall share equally and ratably in any
distribution of assets of the Corporation in proportion to the full liquidation
preference to which each is entitled.

         (d) No Additional Distributions. Holders of Series B Preferred Stock
shall not be entitled to any additional distribution in the event of any
Liquidation Event in excess of the amount set forth in Section 3(a) hereof.

     4.  VOTING RIGHTS OF SERIES B PREFERRED STOCK. (a) Except as otherwise
required by law or as provided herein, each Holder of Series B Preferred Stock
shall be entitled to vote on all matters and shall be entitled to that number of
votes equal to the number of shares of Common Stock into which such Holder's
shares could be converted pursuant to the provisions of Section 6(a) hereof on
the record date for the determination of stockholders entitled to vote on such
matter or, if no such record date is established, on the date such vote is taken
or any written consent of stockholders is solicited, provided, however, that,
solely for purposes of determining the number of votes a Holder of Series B
Preferred Stock is entitled to pursuant to this Section 4, the Conversion Price
(as defined in Section 6(d) hereof), if then less than $2.8438, shall be deemed
to be $2.8438 (the shares deemed convertible for purposes of such determination
shall be hereinafter referred to as the "Holders' Voting Shares"). Except as
otherwise expressly provided herein or as required by law, the Holders of shares
of the Series B Preferred Stock shall vote together with the holders of shares
of the Corporation's Common Stock as a single class on all matters. The Holders
shall be entitled to notice of all stockholders meetings in accordance with the
Corporation's by-laws and General Corporation Law of the State of Delaware.

     (b) Notwithstanding the above paragraph or any provision to the contrary
contained herein, the Holders of Series B Preferred Stock shall be entitled,
voting together as a separate single class, to nominate, and upon amendment of
the Corporation's Certificate of Incorporation as described below to elect, two
(2) members of the Board of Directors in accordance with the terms set forth in
this Section 4(b) and subject to the limitations set forth in Section 4(c)
below. Until such time as the Corporation's stockholders have approved an
amendment to the Corporation's Certificate of Incorporation (the "Charter
Amendment") providing for the right of the Holders of Series B Preferred Stock
to elect two (2) members of the Board of Directors and such Charter Amendment is
filed with the Delaware Secretary of State and effective (the "Charter Amendment
Effective Date") and subject to the limitations set forth in Section 4(c)

                                      -3-

<PAGE>

below, the Holders of Series B Preferred Stock, voting together as a separate
single class, are entitled to designate two (2) nominees for election to the
class of the Board of Directors whose term expires at the Corporation's 2001
Annual Stockholders Meeting ("Class III") and at each subsequent election of
Class III directors prior to the Charter Amendment Effective Date, and the Board
of Directors shall nominate such designees and recommend to the Corporation's
stockholders that such designees be elected as members of Class III of the Board
of Directors.

     With respect to the two (2) directors to be designated for nomination by
the Holders of Series B Preferred Stock, one individual shall be designated by
SCP Private Equity Partners II, L.P. ("SCP") so long as SCP holds any Series B
Preferred Stock (the "SCP Designee for Nomination") and one individual shall be
designated by Tandem PCS Investments, L.P. ("Tandem") so long as Tandem holds
any Series B Preferred Stock (the "Tandem Designee for Nomination"). For
nominees for election at the Corporation's 2001 Annual Stockholders Meeting,
each of SCP and Tandem shall notify the Corporation in writing of the identity
of its designee no later than ten (10) days following the date on which they
become Holders of Series B Preferred Stock. For all subsequent elections of
Class III directors, each of SCP and Tandem shall notify the Corporation in
writing of the identity of its designee for nomination to Class III of the Board
of Directors no later than the last date (the "Designee Notice Due Date") on
which shareholder proposals may be submitted for an election year when they have
such a right, which notice shall be conclusive evidence of the consent of such
designee to serve as a director of the Corporation. In the event either SCP or
Tandem fails to provide such notice, the SCP Designee for Nomination and Tandem
Designee for Nomination (or the SCP representative and Tandem representative in
the case of the notice for the Corporation's 2001 Annual Stockholders' Meeting)
serving on the Board of Directors on the Designee Notice Due Date shall be
deemed to be renominated. In the event SCP or Tandem has no designee serving (or
otherwise designated to serve in the event of the resignation, death, removal or
inability to serve of a designee, as provided in the last sentence of this
paragraph) on the Board of Directors on the Designee Notice Due Date, the Board
of Directors shall be entitled to make the nomination for which such notice was
required. In the event either SCP or Tandem fails to hold any Series B Preferred
Stock, the Holders of Series B Preferred Stock, voting together as a separate
single class, shall be entitled to the director nomination rights previously
held by SCP or Tandem, as the case may be. If neither SCP nor Tandem holds any
Series B Preferred Stock, the Holders of Series B Preferred Stock, voting
together as a separate single class, shall be entitled to the director
nomination rights previously held by SCP and Tandem. The notice shall include
all information with respect to such designee as is required to be included in a
proxy statement soliciting proxies for the election of directors pursuant to
Regulation 14A of the Exchange Act. In the event of any vacancy arising by
reason of the resignation, death, removal (which may include a removal by the
Holders of Series B Preferred Stock, with or without cause, at the written
request of SCP or Tandem, as applicable, as the party designating such director)
or inability to serve of the SCP Designee for Nomination or the Tandem Designee
for Nomination, SCP or Tandem, as applicable, shall notify the Corporation of
its choice to fill such vacancy, and the Board of Directors shall appoint such
person to fill such vacancy and serve until the next meeting of the
Corporation's stockholders for the election of Class III directors.

     At all times after the Charter Amendment Effective Date and subject to the
limitations set forth in Section 4(c) below, the Holders of Series B Preferred
Stock, voting together as a separate

                                      -4-

<PAGE>

single class, shall be entitled to elect two (2) members of Class III of the
Board of Directors at each election of Class III directors. With respect to the
two (2) directors to be designated for election by the Holders of Series B
Preferred Stock, one individual shall be designated by SCP so long as SCP holds
any Series B Preferred Stock (the "SCP Designee for Election") and one
individual shall be designated by Tandem so long as Tandem holds any Series B
Preferred Stock (the "Tandem Designee for Election"). Each of SCP and Tandem
shall notify the Corporation in writing of the identity of its designee for
election to Class III of the Board of Directors no later than the Designee
Notice Due Date, which notice shall be conclusive evidence of the consent of
such designee to serve as a director of the Corporation. In the event either SCP
or Tandem fails to provide such notice, the SCP designee and Tandem designee
serving on the Board of Directors on the Designee Notice Due Date shall be
deemed to be the applicable designee. In the event either SCP or Tandem has no
designee serving (or otherwise designated to serve in the event of the
resignation, death, removal or inability to serve of a designee, as provided in
the last sentence of this paragraph) on the Board of Directors on the Designee
Notice Due Date, the Board of Directors shall be entitled to make the nomination
for which such notice was required. In the event SCP or Tandem fails to hold any
Series B Preferred Stock, the Holders of Series B Preferred Stock, voting
together as a separate single class, shall be entitled to the director election
rights previously held by SCP or Tandem, as the case may be. If neither SCP nor
Tandem holds any Series B Preferred Stock, the Holders of Series B Preferred
Stock, voting together as a separate single class, shall be entitled to the
director election rights previously held by SCP and Tandem. The notice shall
include all information with respect to such designee as is required to be
included in a proxy statement soliciting proxies for the election of directors
pursuant to Regulation 14A of the Exchange Act. In the event of any vacancy
arising by reason of the resignation, death, removal (which may include a
removal by the Holders of Series B Preferred Stock, with or without cause, at
the written request of SCP or Tandem, as applicable, as the party designating
such director) or inability to serve of the SCP Designee for Election or the
Tandem Designee for Election, SCP or Tandem, as applicable (provided SCP or
Tandem, as applicable, then holds Series B Preferred Stock) shall notify the
Corporation of its choice to fill such vacancy, and the Board of Directors shall
appoint such person to fill such vacancy and serve until the next meeting of the
Corporation's stockholders for the election of Class III directors.

     The class voting rights granted to the Holders of Series B Preferred Stock
pursuant to this Section 4(b) shall be in addition to, and not in lieu of, the
voting rights granted to such Holders under Section 4(a) hereof. Accordingly,
the Holders of Series B Preferred Stock shall be entitled to vote together with
the holders of shares of the Corporation's Common Stock as a single class with
respect to the election of those directors for which the Holders do not have
class voting rights.

     (c) Notwithstanding the provisions of Section 4(b) above, the class voting
rights to which the Holders of Series B Preferred Stock are entitled pursuant to
such section shall be limited, and in certain cases eliminated, in the event the
Holders of Series B Preferred Stock fail to maintain certain threshold levels of
ownership of the Corporation's voting securities, as set forth below. In the
event the sum of (i) the Holders' Voting Shares, plus (ii) the shares of Common
Stock issued and outstanding and owned by the Holders (the total of such shares
from time to time is hereinafter referred to as the "Holders' Share Total" and
with respect to a specific

                                      -5-

<PAGE>

Holder, a "Share Total") constitutes less than 15% of the sum of (i) the
Corporation's outstanding shares of Common Stock plus (ii) the Holders' Voting
Shares (the total of such shares is hereinafter referred to as the "Deemed
Outstanding Shares") on a Designee Notice Due Date, the Holders of Series B
Preferred Stock shall be entitled to only one designee for nomination or
election, as the case may be, with respect to such election. In such case, SCP
or Tandem, whichever entity has a higher Share Total, shall be entitled to make
such designation. In the event, SCP and Tandem have equal Share Totals on a
Designee Notice Due Date on which the Holders are entitled to only one designee,
SCP and Tandem shall agree on a mutually acceptable designee. In the event the
Holders' Share Total constitutes less than 10% of the Deemed Outstanding Shares
on a Designee Notice Due Date, the Holders of Series B Preferred Stock shall not
be entitled to designate a director for such election and the Holders shall be
entitled to voting rights in accordance with Section 4(a) above with respect to
such election.

     5.  RESTRICTED ACTIONS. (a) The affirmative vote of the Majority Holders,
acting by written consent as a separate class or voting separately as a separate
class, shall be necessary to authorize the Corporation or any Subsidiary of the
Corporation to take any of the following actions:

               (i)   authorize, create, issue, modify the material terms of, or
     change the amount of authorized or issued shares of, any Senior Capital
     Stock (or any securities convertible into or exchangeable for any Senior
     Capital Stock) or Indebtedness that by its terms is convertible or
     exchangeable into Senior Capital Stock (or any securities convertible into
     or exchangeable for Senior Capital Stock;

               (ii)  effect (x) any Sale of the Corporation other than a
     Qualified Sale of the Corporation or a Qualified Public Offering or (y) any
     Reorganization of the Corporation;

               (iii) alter the rights, preferences or privileges of the Series
     B Preferred Stock;

               (iv)  increase the authorized number of shares of Series B
     Preferred Stock;

               (v)   redeem, purchase or otherwise acquire any shares of Common
     Stock or Preferred Stock (or pay into a sinking fund for such purpose);
     provided, however, that this restriction shall not apply to any redemption
     specifically permitted pursuant to this Certificate of Designation or to
     the repurchase of shares of Common Stock at the original purchase price
     from employees, officers, directors or other persons performing services
     for the Corporation.

         (b) Notwithstanding the foregoing provisions of this Section 5 and
except as otherwise required by law, the creation, authorization or issuance of
any shares of any Junior Capital Stock or Parity Capital Stock, or the increase
or decrease in the amount of authorized Junior Capital Stock or Parity Capital
Stock of any class shall not require the affirmative vote or consent of the
Majority Holders and shall not be deemed to materially affect adversely the
rights, preferences, privileges or voting rights of shares of Series B Preferred
Stock.

                                      -6-

<PAGE>

         (c) In any case in which the Holders of Series B Preferred Stock shall
be entitled to vote (as Holders of Series B Preferred Stock rather than on an
as-if-converted basis) pursuant hereto or pursuant to the General Corporation
Law of the State of Delaware, each Holder of Series B Preferred Stock entitled
to vote with respect to such matters shall be entitled to one vote for each
share of Series B Preferred Stock held.

     6.  CONVERSION RIGHTS.

         (a) Optional Conversion. At any time and from time to time, any Holder
shall have the right, at its option, to convert all or any portion of the shares
of Series B Preferred Stock (including all accrued dividends paid or payable in
shares of Series B Preferred Stock and any fraction of a share) held by such
Holder into such number of shares of fully paid and nonassessable Common Stock
as equals the product of (i) the number of shares of Series B Preferred Stock to
be converted by such Holder and (ii) the quotient of (x) the Purchase Price and
(y) the Conversion Price in effect on the Conversion Date. Each optional
conversion of Series B Preferred Stock shall be deemed to have been effected as
of the close of business on the effective date of such conversion specified in a
written notice by such Holder to the Corporation (the "Conversion Date");
provided, however, that the Conversion Date shall not be a date earlier than the
date such notice is so given, and if such notice does not specify a conversion
date, the Conversion Date shall be deemed to be the date such notice is given to
the Corporation. On the Conversion Date, the rights of the holder of such Series
B Preferred Stock as such Holder shall cease and the Person or Persons in whose
name or names any certificate or certificates for shares of Common Stock are to
be issued upon such conversion shall be deemed to have become the holder or
holders of record of the shares of Common Stock represented thereby.
Notwithstanding any other provision hereof, if a voluntary conversion of Series
B Preferred Stock is to be made in connection with a public offering other than
a Qualified Public Offering or a Sale of the Corporation other than a Qualified
Sale of the Corporation, such conversion may, at the election of the Holder, be
conditioned upon the consummation of the respective public offering or Sale of
the Corporation, in which case such conversion shall not be deemed to be
effective until the closing of such public offering or Sale of the Corporation,
as the case may be.

         (b) Mandatory Conversion. Immediately upon any Mandatory Conversion
Event, all shares of Series B Preferred Stock held by each Holder (including all
accrued dividends paid or payable in shares of Series B Preferred Stock and any
fraction of a share of Series B Preferred Stock) shall automatically be
converted into the number of fully paid and nonassessable shares of Common Stock
of the Corporation as equals the product of (i) the number of shares of Series B
Preferred Stock held by such Holder and (ii) the quotient of (x) the Purchase
Price and (y) the Conversion Price in effect on the Conversion Date. A
"Mandatory Conversion Event" shall mean (A) the closing of a Qualified Public
Offering; (B) the closing of a Qualified Sale of the Corporation or (C) the
written election of the Majority Holders, including each Lead Investor.

         (c) Conversion Procedure.

               (i)   Delivery of Certificates. As soon as practicable after any
     conversion of Series B Preferred Stock pursuant to this Section 6, but in
     any event within ten (10) business days after the holder has delivered the
     certificates or affidavits of loss, if

                                      -7-

<PAGE>

     applicable, evidencing the shares of Series B Preferred Stock converted
     into shares of Common Stock in accordance herewith, the Corporation shall
     deliver to the converting holder:

               (x)   a certificate or certificates representing, in the
                     aggregate, the number of shares of Common Stock issued upon
                     such conversion in the same name or names as the
                     certificates representing the converted shares (unless such
                     holder shall have provided written notice to the
                     Corporation to issue some or all of such converted shares
                     in another name or names, in which case the Corporation
                     shall deliver such certificates for such converted shares
                     in such other name or names provided such holder delivers
                     to the Corporation an opinion of counsel acceptable to the
                     Corporation specifying that such issuance of converted
                     shares to other parties is permissible under an available
                     exemption from the registration requirements of the
                     Securities Act of 1933, as amended, and the securities laws
                     of any applicable state) and in such denomination or
                     denominations as the converting holder shall specify and a
                     check for cash with respect to any fractional interest in a
                     share of Common Stock; and

               (y)   with respect to an optional conversion pursuant to Section
                     6(a) above, a certificate representing any shares of Series
                     B Preferred Stock that were represented by the certificate
                     or certificates delivered to the Corporation in connection
                     with such conversion but that were not converted.

     From the Conversion Date and until such time as a holder of shares of
     Series B Preferred Stock shall surrender its certificate or certificates
     therefor as provided above, such certificates shall be deemed to represent
     the shares of Common Stock to which such holder shall be entitled upon the
     surrender thereof.

               (ii)  Fully Paid Shares. The issuance of certificates for shares
     of Common Stock upon conversion of Series B Preferred Stock shall be made
     without charge to the Holders of such Series B Preferred Stock for any
     issuance tax in respect thereof or other cost incurred by the Corporation
     in connection with such conversion and the related issuance of shares of
     Common Stock. Upon conversion of any shares of Series B Preferred Stock,
     the Corporation shall take all such actions as are necessary in order to
     insure that the Common Stock so issued upon such conversion shall be
     validly issued, fully paid and nonassessable.

               (iii) Timely Conversion. The Corporation shall not close its
     books against the transfer of Series B Preferred Stock or of Common Stock
     issued or issuable upon conversion of Series B Preferred Stock in any
     manner that interferes with the timely conversion of Series B Preferred
     Stock. The Corporation shall assist and cooperate with any holder of shares
     of Series B Preferred Stock required to make any governmental filings or
     obtain any governmental approval prior to or in connection with any
     conversion

                                      -8-

<PAGE>

     of shares of Series B Preferred Stock hereunder (including, without
     limitation, making any filings required to be made by the Corporation). The
     Corporation shall take all such actions as may be necessary to assure that
     all such shares of Common Stock may be so issued without violation of any
     applicable law or governmental regulation or any requirements of any
     domestic securities exchange upon which shares of Common Stock may be
     listed (except for official notice of issuance which shall be immediately
     delivered by the Corporation upon each such issuance).

               (iv)  Reservation of Common Stock. The Corporation shall at all
     times reserve and keep available out of its authorized but unissued shares
     of Common Stock, solely for the purpose of issuance upon the conversion of
     or otherwise pursuant to the terms of the Series B Preferred Stock, such
     number of shares of Common Stock as are issuable upon the conversion of or
     otherwise pursuant to the terms of all outstanding Series B Preferred
     Stock.

               (v)   Fractional Shares. No fractional shares of Common Stock or
     scrip shall be issued upon conversion of shares of the Series B Preferred
     Stock. If more than one share of Series B Preferred Stock shall be
     surrendered for conversion at any one time by the same Holder, the number
     of full shares of Common Stock issuable upon conversion thereof shall be
     computed on the basis of the aggregate number of shares of Series B
     Preferred Stock so surrendered. Instead of any fractional shares of Common
     Stock which would otherwise be issuable upon conversion of any shares of
     Series B Preferred Stock, the Corporation shall pay a cash adjustment in
     respect of such fractional interest equal to the fair market value of such
     fractional interest as determined by the Corporation's Board of Directors.

         (d) Conversion Price. The initial conversion price shall be three and
14/100 dollars ($3.14), which may be adjusted from time to time hereafter (as so
adjusted, the "Conversion Price"). If and whenever on or after the original date
of issuance of the Series B Preferred Stock the Corporation issues or sells, or
in accordance with Section 6(e) below is deemed to have issued or sold, any
shares of its Common Stock or Convertible Securities (other than Excluded
Securities) for a consideration per share less than the Conversion Price in
effect immediately prior to the time of such issue or sale, then upon such issue
or sale, the Conversion Price in effect immediately prior to the time of such
issue or sale shall be reduced to an amount equal to the consideration per share
applicable to the Common Stock or Convertible Securities so issued or sold or
deemed issued or sold in accordance with Section 6(e) below.

         (e) Effect on Conversion Price of Certain Events. For purposes of
determining the adjusted Conversion Price under Section 6(d), the following
shall be applicable:

               (i)   Issuance of Convertible Securities. If the Corporation in
     any manner issues or sells any Convertible Securities, whether or not the
     rights to exercise, exchange or convert any such Convertible Securities are
     immediately exercisable, and the price per share for which Common Stock is
     issuable upon such exercise, conversion or exchange is less than the
     Conversion Price in effect immediately prior to the time of such issue or
     sale, then the maximum number of shares of Common Stock issuable upon
     exercise, conversion or exchange of such Convertible Securities shall be
     deemed to be

                                      -9-

<PAGE>

     outstanding and to have been issued and sold by the Corporation at the time
     of the issuance or sale of such Convertible Securities for such price per
     share. For the purposes of this paragraph, the "price per share for which
     Common Stock is issuable" shall be determined by dividing (x) the total
     amount received or receivable by the Corporation as consideration for the
     issue or sale of such Convertible Securities, plus the cumulative minimum
     aggregate amount of additional consideration, if any, payable to the
     Corporation upon the exercise, conversion or exchange thereof and, if
     applicable, the exercise, conversion and exchange of any other Convertible
     Securities that such Convertible Securities may be converted into or
     exchanged for, by (y) the total maximum number of shares of Common Stock
     issuable upon the exercise, conversion or exchange of all such Convertible
     Securities. No further adjustment of the Conversion Price shall be made
     when Common Stock and, if applicable, any other Convertible Securities, are
     actually issued upon the exercise, conversion or exchange of such
     Convertible Securities.

               (ii)  Change in Exercise, Price or Conversion Rate. If the
     additional consideration payable to the Corporation upon the exercise,
     conversion or exchange of any Convertible Securities, or the rate at which
     any Convertible Securities are convertible into or exercisable or
     exchangeable for Common Stock, changes at any time, the Conversion Price in
     effect at the time of such change shall be readjusted to the Conversion
     Price that would have been in effect at such time had such Convertible
     Securities that are still outstanding provided for such changed additional
     consideration or changed conversion rate, as the case may be, at the time
     such Convertible Securities were initially granted, issued or sold.

               (iii) Exceptions for Excluded Securities. Notwithstanding the
     foregoing, no adjustments shall be made under this Section 6(e) with
     respect to the issuance of any Excluded Securities.

         (f) Subdivision or Combination of Common Stock. If the Corporation at
any time subdivides (by any stock split, stock dividend, recapitalization or
otherwise) its outstanding shares of Common Stock into a greater number of
shares, the Conversion Price in effect immediately prior to such subdivision
shall be proportionately reduced, and conversely, in the event the outstanding
shares of Common Stock shall be combined (by reverse stock split or otherwise)
into a smaller number of shares, the Conversion Price in effect immediately
prior to such combination shall be proportionately increased.

         (g) Certain Events. If an event not specified in this Section 6
occurs that has substantially the same economic effect on the Series B Preferred
Stock as those specifically enumerated, then this Section 6 shall be construed
liberally, mutatis mutandis, in order to give the Series B Preferred Stock the
intended benefit of the protections provided under this Section 6. In such
event, the Corporation's Board of Directors shall make an appropriate adjustment
in the Conversion Price so as to protect the rights of the Holders.

         (h) Notices.

               (i)   Immediately upon any adjustment of the Conversion Price,
     the Corporation shall give written notice thereof to all Holders, setting
     forth in reasonable

                                      -10-

<PAGE>

     detail and certifying the calculation of such adjustment and the facts upon
     which such adjustment is based.

               (ii)  The Corporation shall give written notice to all Holders
     at least twenty (20) days prior to the date on which the Corporation closes
     its books or takes a record (x) with respect to any pro rata subscription
     offer to Holders of Common Stock, (y) with respect to any Liquidation Event
     or (z) with respect to any other right afforded to any holder of Common
     Stock.

         (i) Determination of Consideration. For purposes of this Section 6,
consideration received by the Corporation for the issue or sale of Convertible
Securities in the form of property other than cash shall be computed at the fair
value thereof at the time of such issue, as determined in good faith by the
Board of Directors of the Corporation.

     7.  REDEMPTION.

         (a) Unless the following rights are waived or deferred in writing by
the Majority Holders (including each Lead Investor), at any time after May 31,
2006, any Holder may elect to have all shares of Series B Preferred Stock held
by such Holder redeemed by the Corporation (an "Optional Redemption"). In any
such case, any Holder desiring to exercise its Optional Redemption right (a
"Redeeming Holder") shall notify the Corporation in writing of its intent to
exercise the rights afforded by this Section 7(a) and specify a date not less
than ten (10) nor more than sixty (60) days from the date of such notice on
which all of such Holder's shares of Series B Preferred Stock shall be redeemed
(an "Optional Redemption Date"). Within three (3) Trading Days after receipt by
the Corporation of any such notice, the Corporation shall promptly notify each
of the other Holders in writing of such Optional Redemption and provide a copy
of the notice from such Redeeming Holder with such notice, whereupon each of the
other Holders shall have an option for a period of fifteen (15) days to notify
the Corporation in writing of its intent to exercise its Optional Redemption
right on the Optional Redemption Date. On such Optional Redemption Date, the
Corporation shall redeem all shares of Series B Preferred Stock held by such
Redeeming Holder as well as all other Holders exercising such Optional
Redemption right, as aforesaid, in cash by wire transfer of immediately
available funds at a redemption price (the "Redemption Price") equal to the sum
of (i) the product of (x) the number of shares of Series B Preferred Stock held
by such Redeeming Holder and each other Holder, respectively, and (y) the
Purchase Price and (ii) all accrued but unpaid dividends thereon calculated to
the Optional Redemption Date.

         (b) If the funds of the Corporation legally available for redemption of
shares of Series B Preferred Stock on an Optional Redemption Date are
insufficient to redeem the total number of shares of Series B Preferred Stock
requested to be redeemed by Redeeming Holders on such Optional Redemption Date,
the Redeeming Holders requesting redemption on such Optional Redemption Date
shall share ratably in any funds legally available for redemption of such shares
according to the respective amounts that would be payable with respect to the
full number of shares owned by them if all such shares were redeemed in full. At
any time, and from time to time, thereafter when additional funds of the
Corporation are legally available for the redemption of such shares of Series B
Preferred Stock, such funds will be used at the earliest permissible time to
redeem the balance of such shares, or such portion thereof for which funds

                                      -11-

<PAGE>

are then legally available. Such funds shall not be used by the Corporation for
any other purpose, including the redemption by the Corporation of any shares of
Convertible Securities which the Corporation is obligated to redeem on any
subsequent date. The Corporation shall be obligated to use its reasonable
efforts to take such actions as may be necessary in order to permit the full and
timely redemption of the shares of Series B Preferred Stock entitled to
redemption.

         (c) If, for any reason, the Corporation fails to redeem all shares of
Series B Preferred Stock entitled to redemption on any Optional Redemption Date,
the unredeemed shares shall remain outstanding and shall continue to have all
rights and preferences (including, without limitation, dividend and voting
rights) provided for herein and the Holders of such unredeemed shares shall have
the ongoing right to be redeemed together with such rights and remedies as may
be available under applicable law.

         (d) The notices provided for in this Section 7 shall be sent, (i) if by
or on behalf of the Corporation, to the Holders at their respective addresses as
shall then appear on the records of the Corporation by first class mail, postage
prepaid, notifying such recipient of the redemption, the date of such
redemption, the number of shares of Series B Preferred Stock to be redeemed, and
the Redemption Price therefor and stating the place or places at which the
shares that have been requested to be redeemed shall, upon presentation and
surrender of such certificates representing such shares, be redeemed, and (ii)
if by or on behalf of a Holder, to the Corporation at its executive office,
currently located in Melbourne, Florida.

         (e) Any shares of Series B Preferred Stock redeemed pursuant to this
Section 7 or otherwise acquired by the Corporation in any manner whatsoever
shall be canceled and shall not under any circumstances be reissued; and the
Corporation may from time to time take such appropriate corporate action as may
be necessary to reduce accordingly the number of authorized shares of Series B
Preferred Stock.

     8.  EXCLUSION OF OTHER RIGHTS. Except as may otherwise be required by law,
the shares of Series B Preferred Stock shall not have any preferences or
relative, participating, optional or other special rights, other than those
specifically set forth in this Certificate of Designation.

     9.  RANK. The Series B Preferred Stock shall, with respect to redemption,
dividend distributions and distributions upon liquidation, winding-up and
dissolution of the Corporation, rank (i) senior to all classes of Common Stock
of the Corporation, and to each other class of Capital Stock or series of
Preferred Stock (including Series A Preferred Stock) now outstanding or
hereafter created by the Board of Directors other than Parity Capital Stock or
Senior Capital Stock (collectively referred to herein, together with all classes
of Common Stock of the Corporation, as the "Junior Capital Stock"), (ii) equally
with any class of Capital Stock or series of Preferred Stock hereafter created
by the Board of Directors and which expressly provide that such class or series
will rank on a parity with the Series B Preferred Stock as to redemption,
dividend distributions and distributions upon liquidation, winding-up and
dissolution of the Corporation (collectively referred to as "Parity Capital
Stock"); and (iii) junior to each class of Capital Stock or series of Preferred
Stock hereafter created by the Board of Directors the terms of which have been
approved by the Majority Holders in accordance with Section 5(a)(i) hereof and
which expressly provide that such class or series will rank senior to the Series
B Preferred

                                      -12-

<PAGE>

Stock as to redemption, dividend distributions and distributions upon
liquidation, winding-up and dissolution of the Corporation (collectively
referred to as "Senior Capital Stock").

     10. IDENTICAL RIGHTS. Each share of the Series B Preferred Stock shall
have the same relative rights and preferences as, and shall be identical in all
respects with, all other shares of the Series B Preferred Stock.

     11. CERTIFICATES. So long as any shares of the Series B Preferred Stock are
outstanding, there shall be set forth on the face or back of each stock
certificate issued by the Corporation a statement that the Corporation shall
furnish without charge to each shareholder who so requests, a full statement of
the designation and relative rights, preferences and limitations of each class
of stock or series thereof that the Corporation is authorized to issue and of
the authority of the Board of Directors to designate and fix the relative
rights, preferences and limitations of each series.

     12. AMENDMENTS; WAIVERS. Any provision of these terms of the Series B
Preferred Stock may be amended, modified or waived if and only if the Majority
Holders (including each Lead Investor) have consented in writing or by an
affirmative vote to such amendment, modification or waiver of any such provision
of this Certificate of Designation.

     13. DEFINITIONS.

     "Acquirer Stock" has the meaning set forth within the definition of
Qualified Sale of the Corporation.

     "Capital Stock" means (a) as to any Person that is a corporation (i) the
authorized shares of such Person's capital stock, including all classes of
common, preferred, voting and nonvoting capital stock of such Person, (ii) any
rights, options or warrants to purchase any capital stock (including all classes
of common, preferred, voting and nonvoting capital stock of such Person) of such
Person, and (iii) securities of any type whatsoever that are, or may become,
convertible into or exercisable or exchangeable for, or that carry or may carry
rights to subscribe for, any capital stock (including all classes of common,
preferred, voting and nonvoting capital stock of such Person) of such Person;
and (b) as to any Person that is not a corporation or an individual (i) the
ownership interests in such Person (however evidenced), including, without
limitation, the right to share in profits and losses, the right to receive
distributions of cash and property, and the right to receive allocations of
items of income, gain, loss, deduction and credit and similar items from such
Person, whether or not such interests include voting or similar rights entitling
the holder thereof to exercise control over such Person, and (ii) any rights,
options, warrants or securities of any type whatsoever that are, or may become,
convertible into or exercisable or exchangeable for, or that carry or may carry
rights to subscribe for, any such ownership interests in such Person.

     "Certificate of Designation" means this Certificate of Designation of the
Series B Preferred Stock.

     "Certificate of Incorporation" means the Certificate of Incorporation of
the Corporation, as amended and/or restated from time to time.

                                      -13-

<PAGE>

     "Closing Price" means on any day the reported last sale price on such day,
or in case no sale takes place on such day, the average of the reported closing
bid and ask prices on the principal national securities exchange (which shall
include NASDAQ) on which such stock is listed or admitted to trading (and if the
Common Stock is listed or admitted to trading on more than one U.S. national or
non-U.S. securities exchange, the Corporation shall determine, in its reasonable
discretion, the principal securities exchange on which such Common Stock is
listed or admitted to trading), as reported by Bloomberg Financial Markets (or a
comparable reporting service of national reputation selected by the Corporation
and reasonably acceptable to the Majority Holders if Bloomberg Financial Markets
is not then reporting the last sale price of such security) ("Bloomberg"), or if
not listed or admitted to trading on any securities exchange, the last reported
sale price of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Bloomberg, or, if no last sale
price is reported for such security by Bloomberg, the average of the reported
closing and bid prices of all market makers for such security as reported in the
"pink sheets" by the National Quotation Bureau, Inc., in each case for such date
or, if such date was not a trading date for such security, on the next preceding
date which was a trading date. If the Closing Price cannot be calculated for
such security as of either of such dates on any of the foregoing bases, the
Closing Price of such security on such date shall be the fair market value as
reasonably determined by an investment banking firm selected by the Corporation
and reasonably acceptable to the Majority Holders, with the costs of such
appraisal to be borne by the Corporation.

     "Common Stock" means the Corporation's Common Stock, $.001 par value.

     "Common Stock Deemed Outstanding" means, at any given time, the number of
shares of Common Stock actually outstanding at such time, plus the number of
shares of Common Stock issuable upon the exercise, conversion or exchange in
full of all Convertible Securities whether or not the Convertible Securities are
exercisable for, convertible into or exchangeable for, Common Stock at such
time.

     "Conversion Date" has the meaning set forth in Section 6(a) hereof.

     "Conversion Price" has the meaning set forth in Section 6(d) hereof.

     "Convertible Securities" means securities or obligations that are
exercisable for, convertible into or exchangeable for shares of Common Stock.
The term includes options, warrants or other rights to subscribe for or purchase
Common Stock or to subscribe for or purchase other securities that are
convertible into or exercisable or exchanged for Common Stock.

     "Excluded Securities" means any (a) shares of Common Stock or options to
purchase Common Stock, including shares of Common Stock issuable upon exercise
of such options, (as the same may be adjusted in connection with any stock
split, stock dividend, combination or recapitalization) issued or granted
pursuant to employee stock option or executive incentive ownership plans
approved by the Board of Directors and the stockholders of the Corporation; (b)
the shares of Common Stock issuable upon conversion of any Convertible
Securities outstanding on March 30, 2001 (c) the shares of Common Stock issuable
upon the conversion of the Series B

                                      -14-

<PAGE>

Preferred Stock; and (d) any shares of Capital Stock issued to the Corporation's
stockholders in connection with any stock split, stock dividend or
recapitalization.

     "Holders" means the Holders from time to time of shares of Series B
Preferred Stock, and the term "Holder" means any one of them.

     "Junior Capital Stock" has the meaning given such term in Section 9 above.

     "Lead Investor" shall mean any of SCP Private Equity Partners, II, L.P.,
Tandem PCS Investments, L.P., and Mellon Ventures, L.P. so long as such party
holds shares of Series B Preferred Stock.

     "Liquidation Amount" has the meaning set forth in Section 3(a) hereof.

     "Liquidation Event" has the meaning set forth in Section 3(a) hereof.

     "Low Trading Volume" means that the total number of shares of Acquirer
Stock (or any Capital Stock into which the Acquirer Stock is convertible into,
exercisable or exchangeable for) received or receivable by all holders of
Capital Stock of the Corporation in connection with a Sale of the Corporation is
greater than the average daily reported volume of Capital Stock of the same
class as the Acquirer Stock (or any Capital Stock into which the Acquirer Stock
is convertible into, exercisable or exchangeable for) calculated based upon the
average daily trading volume of Acquirer Stock on all national securities
exchanges and/or the automated quotation system of a registered securities
association (as such terms are used in Rule 144 promulgated under the Securities
Act of 1933) during the 12 week period immediately preceding the date of the
closing of the Sale of the Corporation.

     "Majority Holders" means the Holders of a majority of the outstanding
shares of Series B Preferred Stock.

     "Mandatory Conversion Event" has the meaning set forth in Section 6(b)
hereof.

     "NASDAQ" means the National Association of Securities Dealers Automated
Quotation System.

     "Optional Redemption" has the meaning set forth in Section 7(a) hereof.

     "Optional Redemption Date" has the meaning set forth in Section 7(a)
hereof.

     "Parity Capital Stock" has the meaning set forth in Section 9 hereof.

     "Person" means an individual, partnership, corporation, association, trust,
joint venture, unincorporated organization and any government, governmental
department or agency or political subdivision thereof.

     "Purchase Price" of any share of Series B Preferred Stock shall be thirty
one and 40/100 dollars ($31.40), such price to be equitably adjusted in the
event of any stock dividend, stock

                                      -15-

<PAGE>

split, combination, recapitalization or other similar event with respect to the
Series B Preferred Stock.

     "Qualified Sale of the Corporation" means any Sale of the Corporation at a
price per share in cash or other securities not less than three times the
Conversion Price other than a Sale of the Corporation in which the Holders or
any other holders of Capital Stock of the Corporation receive Capital Stock of a
Person (the "Acquirer Stock") that is subject to a Significant Restriction.

     "Qualified Public Offering" means any public offering by the Corporation of
its Common Stock consummated pursuant to an effective registration statement
under the Securities Act of 1933 or any similar federal statute then in force
and yielding the Corporation gross proceeds of at least $70,000,000, and at a
public offering price per share of not less than three times the then applicable
Conversion Price, other than an offering of shares being issued as consideration
in a business acquisition or combination or an offering in connection with an
employee benefit plan.

     "Reorganization" means any merger, reorganization, recapitalization or
consolidation, which affects any Capital Stock of the Corporation, other than a
Sale of the Corporation.

     "Sale of the Corporation" means a single transaction or a series of
transactions to which the Corporation is a party pursuant to which a Person or
Persons acquire (i) Capital Stock of the Corporation possessing the voting power
to elect a majority of the Corporation's board of directors or more than fifty
percent (50%) of the voting power of the Corporation (whether by merger,
consolidation or sale or transfer of the Corporation's Capital Stock), provided,
however, that a Qualified Public Offering or the sale of Series B Preferred
Stock that results in an acquisition of voting power shall not be a Sale of the
Corporation; or (ii) all or substantially all of the Corporation's assets
determined on a consolidated basis.

     "Senior Capital Stock" has the meaning set forth in Section 9 hereof.

     "Series A Preferred Stock" means the Corporation's Series A Junior
Participating Preferred Stock.

     "Series B Dividends" has the meaning set forth in Section 2(a) hereof.

     "Series B Preferred Stock" means the Corporation's Series B Convertible
Redeemable Preferred Stock, $.01 par value per share.

     "Significant Restriction" shall mean (a) Low Trading Volume, with respect
to any Acquirer Stock that is publicly traded and (b) any shares of a
privately-held company or shares of a publicly-traded company that are not
registered, or will not be registered within 45 days following an applicable
Sale of the Corporation, pursuant to an effective registration statement for
resale under the Securities Act of 1933, as amended.

     "Subsidiary" means, with respect to any Person, any corporation,
partnership, association or other business entity of which (i) if a corporation,
a majority of the total voting power of shares of stock entitled (without regard
to the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or

                                      -16-

<PAGE>

indirectly, by that Person or one or more of the other Subsidiaries of that
Person or a combination thereof, or (ii) if a partnership, association or other
business entity, a majority of the partnership or other similar ownership
interest thereof is at the time owned or controlled, directly or indirectly, by
any Person or one or more Subsidiaries of that person or a combination thereof.
For purposes hereof, a Person or Persons shall be deemed to have a majority
ownership interest in a partnership, association or other business entity if
such Person or Persons shall be allocated a majority of partnership, association
or other business entity gains or losses or shall be or control the managing
general partner of such partnership, association or other business entity.

     "Trading Day" means, in respect of any securities exchange or securities
market, each Monday, Tuesday, Wednesday, Thursday and Friday, other than any day
on which securities are not traded on the applicable securities exchange or in
the applicable securities market.

     14. SEVERABILITY OF PROVISIONS. If any right, preference or limitation of
the Series B Preferred Stock set forth in this Certificate of Designation (as
such Certificate of Designation may be amended from time to time) is invalid,
unlawful or incapable of being enforced by reason of any rule, law or public
policy, all other rights preferences and limitations set forth in this
Resolution (as so amended) which can be given effect without implicating the
invalid, unlawful or unenforceable right preference or limitation shall,
nevertheless, remain in full force and effect, and no right, preference or
limitation herein set forth shall be deemed dependent upon any other right,
preference or limitation unless so expressed herein.

     IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf
of the Corporation by its President and Chief Executive Officer on May 14, 2001.


                                        By:     /s/ R. Lee Hamilton, Jr.
                                           -------------------------------------
                                                  R. Lee Hamilton, Jr.
                                           President and Chief Executive Officer


                                      -17-

<PAGE>

                                   Exhibit B

                              AMENDED AND RESTATED
                              AIRNET BONUS PROGRAM
                      DATED AND EFFECTIVE _______ __, 2003

The Amended and Restated AirNet Bonus Program (the "BONUS PROGRAM") shall
consist of an Acquisition Bonus Program for Employees and a Management Bonus
Program, each described below. This BONUS PROGRAM replaces the Amended and
Restated AirNet Bonus Program dated and effective August 12, 2002.

I.   BONUS PROGRAM FOR EMPLOYEES TIED TO SALE OF CONVERTIBLE NOTES OTHER THAN
IN CONNECTION WITH THE SALE OF THE COMPANY.

AirNet Communications Corporation has issued secured convertible promissory
notes in the aggregate amount of $16,000,000 ("Convertible Notes") to TECORE,
Inc. ("Tecore") and to SCP Private Equity Partners II, LLP ("SCP") (SCP and
Tecore, and any of their affiliates who acquire an interest in the respective
Convertible Notes each referred to as a "Noteholder" and together referred to as
"Noteholders"). The employee share under this Bonus Program tied to the sale of
Convertible Notes ("CNBP") shall be ten percent (10%) ("Allocation Amount")
calculated as a percentage of the aggregate proceeds in excess of the principal
balance and related accrued and unpaid interest then outstanding under the
Convertible Note (or portion of a Convertible Note sold) and paid to any
Noteholder in connection with the sale by such Noteholder to any party of all or
any portion of the Convertible Notes, other than in connection with a Sale of
the Company (as defined below). By way of illustration: (a) if the principal
balance under a Convertible Note is $9,000,000 and the amount of accrued and
unpaid interest is $1,000,000 and a Noteholders sells 100% of the Convertible
Note for $20,000,000, the Sale of Note Proceeds (defined below) available for
distribution to the Noteholder in connection with their sale of all of the
Convertible Note would be $10,000,000, and $1,000,000 would be allocated to the
CNBP; and (b) if the principal balance then outstanding under a Convertible Note
is $9,000,000 and the amount of accrued and unpaid interest is $1,000,000 and a
Noteholder sells one half of the Convertible Note for $7,000,000, the Sale of
Note Proceeds available for distribution to the Noteholder would be $2,000,000
(the amount in excess of one half of the principal balance or $4,500,000 plus
one half of the related accrued and unpaid interest, or the amount in excess of
$5,000,000) and the Allocation Amount to be allocated to the CNBP would be 10%
of $2,000,000 or $200,000.

The obligation of the Noteholders to fund the CNBP is contained in the Tag Along
Allocation Agreement dated as of _____ __, 2003 by and among the Company and the
Noteholders (the "Tag Along Allocation Agreement"). If either or both of the
Noteholders receive consideration other than cash for the sale of the
Convertible Notes other than in connection with the Sale of the Company then the
CNBP may be funded in-kind in the same proportion the Noteholders receive
in-kind consideration. Whether in cash or in-kind the Company shall withhold
payroll taxes at the time of the distribution of the Allocation Amount available
for distribution under this CNBP in the minimum amount required by law (unless
an Eligible Employee requests additional withholding) in compliance with all
applicable Internal Revenue Service ("IRS") and other regulations. If the
distribution is other than in cash then the Company shall withhold stock or
property equal to the withholding amount at the transaction value in compliance
with IRS regulations or other regulations. The Company shall remit payment to
the IRS and applicable taxing authorities in accordance with applicable IRS and
other regulations.

<PAGE>

II.  MANAGEMENT AND EMPLOYEE BONUS PROGRAM IN CONNECTION WITH THE SALE OF THE
COMPANY.

In the event of the Sale of the Company (as defined below), ten percent (10%) of
the Net Proceeds to Securityholders (as defined below) will be allocated by the
Company to the Management and Employee Bonus Program ("MBP").

If the Securityholders of the Company receive consideration other than cash in
connection with the Sale of the Company then the MBP may be funded in-kind in
the same proportion the Securityholders of the Company receive in-kind
consideration in connection with the Sale of the Company. By way of
illustration, if the Acquisition Price is $31,000,000 and the Net Proceeds to
Securityholders is $29,000,000, then $2,900,000 would be allocated to the MBP.

The obligation of the Noteholders to fund the MBP is contained in the Tag Along
Allocation Agreement. This obligation shall be reduced to the extent the amounts
payable to Eligible Employees is reduced due to such Employees' In-the-money
Options as described in Paragraph 3 below. Whether in cash or in-kind the
Company shall withhold payroll taxes at the time of the distribution of the Net
Proceeds to Securityholders available for distribution in the minimum amount
required by law (unless an Eligible Employee requests additional withholding) in
compliance with all applicable IRS and other regulations. If the distribution is
other than in cash then the Company shall withhold stock or property equal to
the withholding amount at the transaction value in compliance with IRS
regulations or other regulations. The Company shall remit payment to the IRS and
applicable taxing authorities in accordance with applicable IRS and other
regulations.

III. DEFINITIONS.

"SALE OF NOTE PROCEEDS" shall mean the proceeds paid to Noteholders for the sale
of all or any portion of the Convertible Notes by the Noteholders, other than in
connection with the Sale of the Company, in excess of the amount of the then
outstanding principal balance and related accrued unpaid interest payable under
the Convertible Notes sold or such portion of the Convertible Notes so sold, if
only a portion is sold.

"SECURITIES" of the Company shall mean shares of common stock, preferred stock,
or securities convertible into shares of common stock or preferred stock,
including options, warrants, the Convertible Notes, and any other convertible
notes.

"SECURITYHOLDERS" shall mean holders of the Company's then outstanding
Securities.

"NET PROCEEDS TO SECURITYHOLDERS" shall mean the net sales proceeds available
for distribution to the Company's Securityholders in connection with the Sale of
the Company, after deducting from the Acquisition Price transaction expenses
relating directly to the Sale of the Company including attorneys fees,
accounting fees, and underwriting or brokerage commissions; provided that if a
Noteholder or the Noteholders sell all or any portion of their Convertible Notes
in connection with a Sale of the Company, (or if a Noteholder or the Noteholders
receive sales proceeds in satisfaction of the indebtedness represented by their
Convertible Notes) only the proceeds payable to such Noteholders in excess of
the amount of the then outstanding principal balance and related accrued unpaid
interest payable under the Convertible Notes sold or such portion of the
Convertible Notes so sold shall be included in NET PROCEEDS TO SECURITYHOLDERS.

                                      -2-

<PAGE>

"SALE OF THE COMPANY" shall mean (i) a sale or exchange of all or substantially
all of the assets of the Company (including a sale, disposition, or exchange in
a liquidation but excluding any such sale or exchange to a direct or indirect
subsidiary ("Successor Subsidiary") of the Company) by the Company or by a
Successor Subsidiary or (ii) a sale or exchange of all or substantially all of
the outstanding capital stock of the Company or Successor Subsidiary resulting
in a Change of Control of the Company or Successor Subsidiary, or (iii) a
merger, consolidation or other business combination (excluding any issuance of
previously un-issued voting securities from the Company in connection with an
investment in the Companyby a Noteholder or any third party or exercise of
conversion rights by a Noteholder) resulting in a Change of Control of the
Company or Successor Subsidiary, as a result of which the Company or the
Successor Subsidiary is not the continuing or surviving corporation.

"CHANGE OF CONTROL" means the acquisition by any individual, entity or group of
50% or more of the outstanding voting securities of the Company or 50% or more
of the combined voting power of then outstanding voting securities of the
Company entitled to vote generally in the election of directors.

"ACQUISITION PRICE" means the aggregate sum of money and/or fair market value of
property (valued as of the date of closing) to be paid by an acquiring party to
the Company or to its Securityholders in connection with a Sale of the Company.
For purposes of the Bonus Program, if the acquiring party is then a current
Securityholder or an affiliate of a current Securityholder ("CURRENT
SECURITYHOLDER ACQUIRING PARTY") which is (a) acquiring the assets of the
Company in a transaction in which the Current Securityholder Acquiring Party
receives no distribution of money or property with respect to its Securities or
a distribution which is less than the per-share amount received by other
Securities holding the same class or series of Securities, on an as-converted
basis, (b) engaging in a merger, consolidation or other business combination
with the Company in which the Company is not the continuing or surviving
corporation and in which the Current Securityholder Acquiring Party receives no
money or property in exchange for its Securities or an amount of money or
property which is less than the per-share amount received by other
Securityholders holding the same class or series of Securities, on an
as-converted basis, or (c) acquiring Company Securities from Securityholders but
not from itself or the current Securityholder affiliated with the Current
Securityholder Acquiring Party, the amount of the Acquisition Price shall
include the value of the shares of Company common stock held by such Current
Securityholder Acquiring Party or underlying any Convertible Notes or other
convertible Securities held by such Current Securityholder Acquiring Party based
on the same value per share that will be paid or distributed to Securityholders
owning the same class or series of shares, Convertible Notes or other
convertible securities.

Should a Current Securityholder Acquiring Party be the purchaser in a Sale of
the Company and that party does not receive, or waives its right to receive, all
or any portion of the purchase price otherwise payable to Securityholders, then
and only in that event, the Net Sales Proceeds to Securityholders shall include
the value of the Company Securities held by such Current Securityholder
Acquiring Party based on the same value per share that will be paid or
distributed to Securityholders owning the same class or series of shares,
Convertible Notes or other convertible securities (the "Value Adjustment"). The
payment of bonuses applicable to the Value Adjustment is an obligation of the
Company and shall not reduce the amount of Net Proceeds to Securityholders
otherwise payable to Securityholders other than the Eligible Employees
hereunder.

THE CNBP AND THE MBP SHALL BE ADMINISTERED AS FOLLOWS:

                                      -3-

<PAGE>

1. Only employees (the "ELIGIBLE EMPLOYEES") designated by the Company's Chief
Executive Officer, with the review and approval of the Compensation Committee
and the Company's Board of Directors (the "BOARD") shall be entitled to
participate in the CNBP and the MBP.

2. Anything contained herein to the contrary notwithstanding, the total amount
allocable to the Eligible Employees from the CNBP shall not exceed ten percent
(10%) of the Sale of Note Proceeds and the total amount allocable to the
Eligible Employees from the MBP shall not exceed ten percent (10%) of the Net
Proceeds to Securityholders.

3. All amounts payable from the MBP to an Eligible Employee shall be reduced by
an amount equal to the value of the difference between the exercise price of
each Company common stock option ("IN-THE-MONEY OPTIONS") held by such Eligible
Employee that is "in-the-money" and the price of an underlying share of the
Company's common stock (the "PER-SHARE PRICE"); provided the shares underlying
the In-the-Money Options are purchased by the acquiring party in connection with
the Sale of the Company. Such Per-Share Price shall be calculated by dividing
the Net Proceeds to Securityholders by the number of shares of the Company's
common stock deemed to be outstanding just prior to the Sale of the Company,
including shares underlying Convertible Notes, if any, and all In-The-Money
Options. Options exercised from and after the effective date of this Amended and
Restated Bonus Program and preceding a Sale of the Company shall be included in
the calculation described in this Section 3.

4. The allocation of the Sale of Note Proceeds under the CNBP and the Net
Proceeds to Securityholders under the MBP among the Eligible Employees shall be
at the discretion the Company's Chief Executive Officer, with the review and
approval of the Compensation Committee and the Board of Directors. Any
consideration received by an Eligible Employee pursuant to the Bonus Program
shall be in addition to, and shall not reduce or replace, the amount of
consideration such Eligible Employee may otherwise be entitled to as a
stockholder of the Company.

5. All payments due from the Company to Plan Participants under this Bonus
Program, will be made within five (5) business days from the Company's receipt
of the Allocation Amount with respect to the CNBP and within five (5) business
days from the closing of a Sale of the Company with respect to the MBP.

                                      -4-

<PAGE>

                                   Exhibit C

                      FIRST AMENDMENT TO SECURITY AGREEMENT
                      -------------------------------------

     THIS FIRST AMENDMENT TO SECURITY AGREEMENT (this "Amendment") is made and
entered into this ____ day of __________, 2003, by and among AIRNET
COMMUNICATIONS CORPORATION (the "Borrower"), SCP PRIVATE EQUITY PARTNERS II,
L.P. ("SCP"), and TECORE, INC. ("TECORE").

                                    RECITALS:
                                    ---------

     The parties are parties to that certain Security Agreement, dated January
24, 2003 (the "Security Agreement") pursuant to which the Borrower granted unto
SCP and TECORE, as the Lenders, a security interest in and to certain
Collateral. Capitalized terms used herein that are defined in the Security
Agreement shall have the meanings defined therein.

     The Lenders have, effective as of the date hereinabove set forth, extended
additional credit, and made additional loans, to Borrower. The Borrower has
issued to SCP a Senior Secured Convertible Note in the principal amount of
$4,000,000 (the "SCP Note"), and the Borrower has issued to TECORE a Senior
Secured Convertible Note in the principal amount of $12,000,000 (the "TECORE
Note") and, together with the SCP Note, the "Convertible Notes"). The parties
desire to amend the Security Agreement to reflect their agreement and
understanding that the rights and privileges granted to the Lenders thereunder
shall apply to the indebtedness evidenced by the Convertible Notes.

     NOW, THEREFORE, for and in consideration of the credit extended to the
Borrower by the Lenders, as reflected in the Convertible Notes, and in further
consideration of the premises, and intending to be legally bound, the parties
covenant and agree as follows:

     1.  Amendments to Security Agreement. The Security Agreement is hereby
amended as follows:

         a.   The following new definitions are added to Section 1:

              "Senior Secured Convertible Notes" shall mean that certain Senior
         Secured Convertible Note, in the principal amount of $12,000,000,
         issued by the Borrower and payable to the order of TECORE, dated
         ___________, 2003, and that certain Senior Secured Convertible Note, in
         the principal amount of $4,000,000, issued by the Borrower and payable
         to the order of SCP dated ______________, 2003.

<PAGE>

              "Securities Purchase Agreement" shall mean that certain Securities
         Purchase Agreement, dated _____________, 2003, by and among Borrower
         and the Lenders, pursuant to which the Borrower issued the Senior
         Secured Convertible Notes to the Lenders."

         b.   The following sentence shall be added to the end of the
definition of the term "Debt" in Section 1:

         "Without limiting the generality of the foregoing, the term "Debt"
         shall also include all indebtedness, both principal and interest, of
         the Borrower to the Lenders now or hereafter due and evidenced by the
         Senior Secured Convertible Notes."

         c.   The definition of the term "Event of Default" in Section 1 shall
be revised by deleting the period at the end of the sentence, and by adding the
following phrase:

         ", or (iii) any default by the Borrower in the performance of its
         obligations under either of the Senior Secured Convertible Notes, or
         under the Securities Purchase Agreement, or any of the Events of
         Default described therein."

         d.   The definition of the term "Loan Documents" in Section 1 shall
be revised to add the following at the end thereof:

         "Without limiting the generality of the foregoing, the term "Loan
         Documents" shall include the Senior Secured Convertible Notes and the
         Securities Purchase Agreement."

         e.   Section 2 of the Security Agreement is hereby amended by adding
the phrase ", the Senior Secured Convertible Notes" immediately after the word
"Notes" in the first sentence thereof.

         f.   Section 10 of the Security Agreement is hereby deleted, and the
following new Section 10 is hereby substituted in lieu thereof:

         "10. Termination.

              (a) Subject to the provisions of this Section 10, upon payment and
         performance in full of the Debt, this Agreement shall terminate and be
         of no further force and effect and the Lenders shall thereupon
         terminate their security interest in the Collateral. Until such time,
         however, this Agreement shall be binding upon and shall inure to the

                                       2

<PAGE>

         benefit of the parties, their successors and assigns provided that,
         without the prior written consent of the Lenders, the Borrower may not
         assign this Agreement or any of its rights under this Agreement or
         delegate any of its duties or obligations under this Agreement and any
         such attempt at assignment or delegation shall be null and void. This
         Agreement is not intended and shall not be construed to obligate the
         Lenders to take any action whatsoever with respect to the Collateral or
         to incur expenses or perform or discharge any obligation, duty or
         disability of the Borrower, nor shall this Agreement be construed to
         abrogate any responsibility of the Lenders under the applicable
         provisions of the Uniform Commercial Code relating to the disposition
         of the Collateral.

              (b) For purposes of this Agreement, the Debt shall be deemed paid
         and performed in full upon both (i) the conversion into common stock of
         all amounts, including principal and interest, represented by the
         Senior Secured Convertible Notes pursuant to the terms of said Senior
         Secured Convertible Notes, and (ii) the payment in full of all accrued
         but unpaid interest under the Notes, as amended by the Allonges, dated
         ____________________, 2003.

              (c) If, after receipt of any payment of, or application of the
         proceeds of, the Collateral to the payment of all or any part of, the
         Debt, Lenders, or either of them, are compelled to surrender or
         voluntarily surrender such payment or proceeds to any person, because
         such payment or application of proceeds is or may be avoided,
         invalidated, declared fraudulent, set aside, declared to be void or
         voidable as a preference, fraudulent conveyance, impermissible set-off,
         or diversion of trust funds, or because of any settlement or compromise
         of such claim, this Agreement shall be reinstated and shall continue to
         be in full force and effect. This reinstatement and continuing effect
         shall exist as if such payment or proceeds had not been received by
         Lenders notwithstanding any revocation or termination of this
         Agreement, or the surrender of any instrument evidencing the Debt, or
         the return or cancellation of any instrument or document relating to
         the Debt."

     2.  Acknowledgment and Ratification. The parties hereto hereby acknowledge,
confirm and ratify the terms of the Security Agreement, as amended by this
Amendment.

     3.  Counterparts. The Amendment may be executed in several counterparts,
each of which shall be deemed an original, but all of which shall constitute one
and the same instrument.

                                       3

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the day and year first hereinabove set forth.

                                        BORROWER:
                                        AIRNET COMMUNICATIONS CORPORATION


                                        By:
                                            ------------------------------------


                                        LENDERS:
                                        SCP PRIVATE EQUITY PARTNERS II, L.P.

                                        By:  SCP Private Equity II
                                             General Partner, L.P.,
                                             its general partner

                                        By:  SCP Private Equity II, LLC,
                                             its manager


                                        By:
                                            ------------------------------------


                                        TECORE, INC.


                                        By:
                                            ------------------------------------

                                       4

<PAGE>

                                   Exhibit D

     This Note has been acquired for investment and has not been registered
under the Securities Act of 1933, as amended, or the securities laws of any
other jurisdiction. This Note is subject to the terms of a Securities Purchase
Agreement, dated as of June 5, 2003, among the issuer, TECORE, Inc, and SCP
Private Equity Partners II, L.P. (the "Purchase Agreement"), a copy of which may
be obtained by the registered holder hereof from the Secretary of the issuer.
The sale and transfer of this Note is restricted under the terms of the Tag
Along Allocation Agreement, dated as of the date of this Note between the
issuer, TECORE, Inc, and SCP Private Equity Partners II, L.P.(the "Tag Along
Agreement"). No transfer of any interest in this Note shall be effective unless
permitted by and made in accordance with the Purchase Agreement and the Tag
Along Agreement, and by accepting this Note the holder of this Note agrees to be
bound by the Purchase Agreement and the Tag Along Agreement.

                                   $12,000,000

                        AIRNET COMMUNICATIONS CORPORATION

                         Senior Secured Convertible Note

                               __________ __, 2003

     1.  General. AIRNET COMMUNICATIONS CORPORATION, a Delaware corporation
(hereinafter called the "Company"), for value received, hereby promises to pay
to TECORE, INC. ("TECORE"), or registered assigns, the principal amount of
TWELVE MILLION DOLLARS ($12,000,000.00), or so much thereof as shall have been
paid to the Company by TECORE pursuant to the terms of the Securities Purchase
Agreement, dated as of June 5, 2003, among the Company, TECORE, Inc, and SCP
Private Equity Partners II, L.P. (the "Purchase Agreement"), as set forth on
Schedule A attached hereto and made a part hereof, on _________ __, 2007 (the
"Maturity Date"), and to pay interest on the unpaid balance of the principal
hereof from the date hereof at the rate of twelve percent (12%) per annum (which
shall accrue on a daily basis), payable at maturity, and to pay interest at the
rate of fifteen percent (15%) per annum on any overdue principal, from the due
date thereof until the obligation of the Company with respect to the payment
thereof shall be discharged. All payments of principal and interest on this Note
shall be paid by Company check or official bank check sent first class mail,
postage prepaid, to such address as the holder hereof shall notify the Company
of in writing, or, absent such notice, to the last address of such holder as
recorded in the Company' s books (in which case the Company may rely on such
address and shall be deemed to have discharged its obligations hereunder as to
any payments made to that address). At the option of the holder, the Company
shall pay principal and interest on this Note by wire transfer in accordance
with wire transfer instructions provided by the holder to the Company at least
ten (10) days prior to the date on which the principal and interest is payable
hereunder. The Company shall have no right to prepay any principal or interest
due under this Note.

     2.  The Notes. As used herein, the term "Note" or "Notes" refer to the
Senior Secured Convertible Notes in the aggregate principal amount of
$16,000,000 issued pursuant to the

<PAGE>

Purchase Agreement and to any Note or Notes executed and delivered by the
Company in exchange or replacement hereof pursuant to Section 9 hereof or
pursuant to any transfer of a Note. Unless the context otherwise requires, the
term "holder" is used herein to mean the person named as payee in Section 1
hereof or any other person who shall at the time be the holder or assignee of
this Note. This Note is referred to in the Purchase Agreement and is entitled to
the benefits of the terms and provisions of the Purchase Agreement. No reference
herein to the Purchase Agreement and no provision of this Note or the Purchase
Agreement shall alter the obligation of the Company, which is absolute and
unconditional, to pay the principal and interest on the Note at the time and in
the manner prescribed herein.

     3.  Security Interest. This Note is secured by and is entitled to the
benefits of (i) the Security Agreement, dated as of January 24, 2003, by and
among the Company and the purchasers of the Notes (the "Original Security
Agreement"), as amended by the First Amendment to Security Agreement, dated as
of _________ __, 2003, by and among the Company and the purchasers of the Notes
(the "Amendment to Security Agreement") (the Original Security Agreement, as so
amended by the Amendment to Security Agreement is referred to as the "Amended
Security Agreement"), (ii) the "Amended and Restated Technology Collateral
Escrow Agreement, dated as of _______ __, 2003, by and among the Company and the
purchasers of the Notes (the "Escrow Agreement"), and (iii) the Amended and
Restated Collateral Assignment of Patents, Trademarks & Copyrights, dated as of
_________ __, 2003, by and among the Company and the purchaser of the Notes (the
"Collateral Assignment"). (The Amended Security Agreement, the Escrow Agreement,
and the Collateral Assignment are sometimes referred to herein as the
"Collateral Agreements.") In addition to the rights and remedies given it by
this Note, the Collateral Agreements, and the Purchase Agreement, the holder
shall have all those rights and remedies allowed by applicable laws, including
without limitation, the Uniform Commercial Code. The rights and remedies of the
holder are cumulative, and recourse to one or more right or remedy shall not
constitute a waiver of the others. The Company shall be liable for all
commercially reasonable costs, expenses and attorneys' fees incurred by the
holder in connection with the collection of the indebtedness evidenced by the
Note.

     4.  Voting Rights.

         4.1.   General Rights. Except as otherwise provided herein or as
required by law, the holders of the Notes:

                4.1.1.  shall be entitled to vote in respect to the corporate
         affairs and management of the Company to the extent hereinafter
         provided;

                4.1.2.  shall have the same right of inspection of the books,
         accounts and other records of the Company which the holders of Common
         Stock have or may have under the Delaware General Corporation Law (the
         "GCL") or the Company's certificate of incorporation; and

                                       2

<PAGE>

                4.1.3.  shall be deemed to be stockholders of the Company, and
         the Notes shall be deemed to be stock, for the purpose of any provision
         of the GCL which requires the vote of stockholders as a prerequisite to
         any corporate action.

         4.2.   Number of Votes. The Notes shall be voted equally with the
shares of the Common Stock of the Company, and not as a separate class, at any
annual or special meeting of stockholders of the Company or in connection with
any solicitation of written consents in lieu of a meeting, upon the following
basis: the holder of this Note shall be entitled to such number of votes as
shall be equal to the whole number of shares of Common Stock into which this
Note is convertible pursuant to Section 5 hereof immediately after the close of
business on the record date fixed for such meeting or the effective date of such
written consent; provided, however, that in calculating the number of shares
into which this Note is then convertible for purposes of calculating such number
of votes, the initial Conversion Price, as hereinafter defined, shall be deemed
to be $.57 representing the average closing price of the Common Stock on the
date of execution of the Purchase Agreement and the four business days prior to
such execution (the "Deemed Conversion Price") (which Deemed Conversion Price is
subject to adjustment in the same manner that the Conversion Price is subject to
adjustment as provided in Sections 5.5 and 5.6).

     5.  Conversion of Note.

         5.1.   Right to Convert. Subject to and upon compliance with the
provisions hereof, the holder of this Note shall have the right, at such
holder's option, at any time, to convert all or any portion of the unpaid
principal amount hereof and all or any portion of accrued but unpaid interest
into shares of Common Stock, $.001 par value, of the Company ("Common Stock") at
the price of $0.10810 per share (the "Original Conversion Price"), or, in case
an adjustment of such price has taken place pursuant to the further provisions
of this Section 5, then at the price as last adjusted and in effect on the date
this Note or portion hereof is presented for conversion (the Original Conversion
Price or the Original Conversion Price as last adjusted, as the case may be,
being referred to herein as the "Conversion Price"). The minimum principal
amount of this Note which may be converted at any time shall be the lesser of
(a) $100,000 or (b) the outstanding principal balance of this Note.

         5.2.   Exercise of Conversion Privilege. In order to exercise the
conversion privilege, the holder of this Note shall present it to the Company at
the office of the Company, accompanied by written notice to the Company (with
copies to the holders of any other Notes) that the holder elects to convert this
Note, or, if less than the entire unpaid principal amount hereof and interest
thereon is to be converted, the portion hereof to be converted. Such notice
shall also state the name or names (with address) in which the certificate or
certificates for shares of Common Stock which shall be issuable on such
conversion shall be issued. As soon as practicable after the receipt of such
notice and the presentation of this Note, the Company shall issue and shall
deliver to the holder of this Note a certificate or certificates for the number
of full shares of Common Stock issuable upon the conversion of this Note (or
portion hereof), and provision shall be made for any fraction of a share as
provided in Section 5.3 hereof. Such conversion shall be deemed to have been
effected immediately prior to the close of business on the date on which such
notice shall have been received by the Company and this Note shall have been

                                       3

<PAGE>

presented as aforesaid, and conversion shall be at the Conversion Price in
effect at such time, and at such time the rights of the holder of this Note as
such holder shall cease (to the extent this Note is so converted) and the person
or persons in whose name or names any certificate or certificates for shares
shall be issuable upon such conversion shall be deemed to have become the holder
or holders of record of the shares represented thereby. Upon conversion of less
than all of the unpaid principal amount and interest of this Note, appropriate
notation shall be made on this Note of the principal amount and/or interest so
converted, and this Note shall be retained by the holder following such
notation. Upon conversion of the balance of the principal amount and interest of
this Note, this Note shall be deemed cancelled and the holder shall surrender
this Note to the Company.

         5.3.   Adjustment for Fractional Shares. No fractional shares or scrip
shall be issued upon conversions of the Note. Any remaining principal amount
shall be paid in cash.

         5.4.   Adjustment of Conversion Price.

                5.4.1.  Upon Dilutive Issuances. If the Company shall issue or
         sell shares of its Common Stock or "Common Stock Equivalents" (as
         defined in Section 5.4.2 below) without consideration or at a price per
         share or "Net Consideration Per Share" (as defined in Section 5.4.3
         below) less than the Conversion Price in effect immediately prior to
         such issuance or sale, then in each such case the Conversion Price,
         except as hereinafter provided, shall be lowered so as to be equal to
         the greater of (1) the net aggregate consideration, if any, received or
         receivable by the Company for the total number of such additional
         shares of Common Stock so issued or deemed to be issued divided by the
         number of shares of Common Stock so issued or deemed to be issued, or
         (2) $0.001.

                5.4.2.  Common Stock Equivalents.

                (a)     General. For the purposes of this Section 5.4, the
                        issuance of any warrants, options, subscription or
                        purchase rights with respect to shares of Common Stock
                        and the issuance of any securities convertible into or
                        exchangeable for shares of Common Stock and the issuance
                        of any warrants, options, subscription or purchase
                        rights with respect to such convertible or exchangeable
                        securities (collectively, "Common Stock Equivalents"),
                        shall be deemed an issuance of Common Stock. Any
                        obligation, agreement or undertaking to issue Common
                        Stock Equivalents at any time in the future shall be
                        deemed to be an issuance at the time such obligation,
                        agreement or undertaking is made or arises. No
                        adjustment of the Conversion Price shall be made under
                        this Section 5.4 upon the issuance of any shares of
                        Common Stock which are issued pursuant to the exercise,
                        conversion or exchange of any Common Stock Equivalents
                        if any adjustment shall previously have been made upon
                        the issuance of any such Common Stock Equivalents as
                        above provided.

                                       4

<PAGE>

                (b)     Adjustments for Adjustment, Cancellation or
                        Expiration of Common Stock Equivalents. Should the Net
                        Consideration Per Share of any such Common Stock
                        Equivalents be decreased or increased from time to time,
                        then, upon the effectiveness of each such change, the
                        Conversion Price will be that which would have been
                        obtained (1) had the adjustments made pursuant to
                        Section 5.4.1 upon the issuance of such Common Stock
                        Equivalents been made upon the basis of the new Net
                        Consideration Per Share of such securities, and (2) had
                        the adjustments made to the Conversion Price since the
                        date of issuance of such Common Stock Equivalents been
                        made to such Conversion Price as adjusted pursuant to
                        clause (1) above. Any adjustment of the Conversion Price
                        with respect to this Section which relates to any Common
                        Stock Equivalent shall be disregarded if, as, and when
                        such Common Stock Equivalent expires or is canceled
                        without being exercised, or is repurchased by the
                        Company at a price per share at or less than the
                        original purchase price, so that the Conversion Price
                        effective immediately upon such cancellation or
                        expiration shall be equal to the Conversion Price that
                        would have been in effect had the expired or canceled
                        Common Stock Equivalent not been issued.

                5.4.3.  Net Consideration Per Share. For purposes of this
         Section 5.4, the "Net Consideration Per Share" which shall be
         receivable by the Company for any Common Stock Equivalents shall be
         determined as follows:

                (a)     The "Net Consideration Per Share" shall mean the
                        amount equal to the total amount of consideration, if
                        any, received by the Company for the issuance of such
                        Common Stock Equivalents, plus the minimum amount of
                        consideration, if any, payable to the Company upon
                        exercise, conversion or exchange thereof, divided by the
                        aggregate number of shares of Common Stock that would be
                        issued if all such Common Stock Equivalents were
                        exercised, exchanged or converted.

                (b)     The "Net Consideration Per Share" which shall be
                        receivable by the Company shall be determined in each
                        instance as of the date of issuance of Common Stock
                        Equivalents without giving effect to any possible future
                        upward price adjustments or rate adjustments which may
                        be applicable with respect to such Common Stock
                        Equivalents.

                5.4.4.  Stock Dividends for Holders of Capital Stock Other Than
         Common Stock. In the event that the Company shall make or issue, or
         shall fix a record date for the determination of holders of any capital
         stock of the Company,

                                       5

<PAGE>

         other than holders of Common Stock, entitled to receive a dividend or
         other distribution payable in Common Stock or securities of the
         Company convertible into or otherwise exchangeable for shares of
         Common Stock of the Company, then such Common Stock or other
         securities issued in payment of such dividend shall be deemed to have
         been issued for a consideration of $0.001.

                5.4.5.  Consideration Other than Cash. For purposes of this
         Section 5.4, if a part or all of the consideration received by the
         Company in connection with the issuance of shares of the Common Stock
         or the issuance of any of the securities described in this Section 5.4
         consists of property other than cash, such consideration shall be
         deemed to have a fair market value as is reasonably determined in good
         faith by the Board of Directors of the Company. In the event of any
         dispute between the holders of the Note and the Company regarding the
         determination of fair market value, at the option of the holder of the
         Note, the Company shall engage a consulting firm or investment banking
         firm, reasonably acceptable to the holder of the Note, to prepare an
         independent appraisal of the fair market value of such property to be
         distributed. The expenses of any appraisal by such consulting or
         investment banking firm shall be borne by the Company only if the fair
         market value of such property to be distributed, as determined in the
         independent appraisal, differs from the amount determined by the Board
         of Directors by at least ten percent (10%), and otherwise the expenses
         of any such appraisal shall be paid by the holders of the Notes.

                5.4.6.  Exercise of Outstanding Warrants or Options.

                (a)     In the event that the holder of a warrant to
                        purchase Common Stock which is outstanding on the date
                        of original issuance of this Note (an "Outstanding
                        Warrant") (such date referred to as the "Original
                        Issuance Date") shall exercise such Outstanding Warrant
                        on a date subsequent to the Original Issuance Date,
                        then, in each such case, the Conversion Price of this
                        Note then in effect shall be automatically adjusted
                        downward so that the number of shares of Common Stock
                        into which this Note is convertible (at such adjusted
                        Conversion Price) shall represent the same Percentage
                        Ownership (as hereinafter defined) as the Percentage
                        Ownership which the shares into which this Note was
                        convertible at the unadjusted Conversion Price
                        represented immediately prior to the exercise of such
                        Outstanding Warrant.

                (b)     In the event that the holder of an option to
                        purchase Common Stock which is outstanding on the
                        Original Issuance Date (an "Outstanding Option") shall
                        exercise such option on a date subsequent to the
                        Original Issuance Date, then, in each such case, the
                        Conversion Price of this Note then in effect shall be
                        automatically adjusted downward so that the number of
                        shares of Common Stock

                                       6

<PAGE>

                        into which this Note is convertible (at such adjusted
                        Conversion Price) shall represent the same Percentage
                        Ownership (as hereinafter defined) as the Percentage
                        Ownership which the shares into which this Note was
                        convertible at the unadjusted Conversion Price
                        represented immediately prior to the exercise of such
                        Outstanding Option; provided that the adjustment to the
                        Conversion Price required by this subparagraph (b) shall
                        not apply with respect to the exercise of Outstanding
                        Options to purchase up to 300,000 shares of Common Stock
                        (with appropriate adjustments to such number of shares
                        to reflect adjustments to the number of shares of Common
                        Stock issuable under outstanding options in accordance
                        with the anti-dilution terms of such options).

                (c)     In the event that the holder of preferred stock,
                        convertible into Common Stock, which is outstanding on
                        the Original Issuance Date ("Outstanding Preferred")
                        shall convert such Outstanding Preferred on a date
                        subsequent to the Original Issuance Date, then, in each
                        such case, the Conversion Price of this Note then in
                        effect shall be automatically adjusted downward so that
                        the number of shares of Common Stock into which this
                        Note is convertible (at such adjusted Conversion Price)
                        shall represent the same Percentage Ownership (as
                        hereinafter defined) as the Percentage Ownership which
                        the shares into which this Note was convertible at the
                        unadjusted Conversion Price represented immediately
                        prior to the conversion of such Outstanding Preferred.
                        Notwithstanding the foregoing, no adjustment to the
                        Conversion Price shall be made as a result of the
                        conversion of any shares of Series B Convertible Stock
                        on the Original Issuance Date.

                (d)     For purposes of this Section 5.4.6, the term
                        "Percentage Ownership" of particular shares shall mean
                        the number of votes such shares possess with respect to
                        the election generally of directors, divided by the
                        number of votes possessed by all Voting Securities at
                        such time with respect to the election generally of
                        directors. For this purpose, the term "Voting
                        Securities" shall mean all outstanding securities (debt
                        or equity) of the Company entitled to vote generally in
                        the election of directors (excluding the Notes) plus the
                        shares into which the Notes are then convertible plus
                        the shares into which all other outstanding convertible
                        securities (which term expressly excludes any
                        Outstanding Options, Outstanding Warrants, or
                        Outstanding Preferred) are then convertible plus the
                        shares which are then issuable upon the exercise of
                        options granted after the Original Issuance Date which
                        remain unexercised on the date of determination plus the
                        shares which are then issuable upon the

                                       7

<PAGE>

                        exercise of up to 300,000 Outstanding Options which
                        remain outstanding on the date of determination).

                5.4.7.  Exceptions to Anti-dilution Adjustments. This Section
         5.4 shall not apply under any of the following circumstances:

                (a)     upon the occurrence of any event which would
                        constitute an Extraordinary Common Stock Event (as
                        described below);

                (b)     except as provided in Section 5.4.6, upon the
                        exercise or conversion of any warrants, options, or
                        convertible securities issued and outstanding on the
                        date of original issuance of this Note;

                (c)     upon the grant of any options to purchase Common
                        Stock under any employee benefit plan now existing or
                        implemented in the future, provided the grant of such
                        options is approved by the Board of Directors of the
                        Company, and further provided the total number of shares
                        of Common Stock subject to options granted on or after
                        the date of original issuance of this Note is no greater
                        than 21,766,212 plus amounts permitted pursuant to
                        Section 9.11 of the Purchase Agreement; or

                (d)     upon the exercise of any options referenced in
                        Section 5.4.7(c).

         5.5.   Adjustment Upon Extraordinary Common Stock Event. Upon the
happening of an Extraordinary Common Stock Event (as hereinafter defined), the
Conversion Price shall, simultaneously with the happening of such Extraordinary
Common Stock Event, be adjusted by multiplying the Conversion Price by a
fraction, the numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to such Extraordinary Common Stock Event and the
denominator of which shall be the number of shares of Common Stock outstanding
immediately after such Extraordinary Common Stock Event, and the product so
obtained shall thereafter be the Conversion Price, which, as so adjusted, shall
be readjusted in the same manner upon happening of any successive Extraordinary
Common Stock Event Events.

         An "Extraordinary Common Stock Event" shall mean (i) the issue of
additional shares of Common Stock as a dividend or other distribution on
outstanding shares of Common Stock, (ii) subdivision of outstanding shares of
Common Stock into a greater number of shares of Common Stock, or (iii) a
combination or reverse stock split of outstanding shares of Common Stock into a
smaller number of shares of the Common Stock.

         5.6.   Adjustment Upon Capital Reorganization or Reclassification. If
the Common Stock shall be changed into the same or different number of shares of
any other class or classes of capital stock, whether by capital reorganization,
recapitalization, reclassification or otherwise (other than an Extraordinary
Common Stock Event), then and in each such event the holder of each Note shall
have the right thereafter to convert such Note into, in lieu of the num-

                                       8

<PAGE>

ber of shares of Common Stock which the holder would otherwise have been
entitled to receive, the kind and amount of shares of capital stock and other
securities and property receivable upon such reorganization, recapitalization,
reclassification or other change by the holders of the number of shares of
Common Stock into which such Note could have been converted immediately prior to
such reorganization, recapitalization, reclassification or change, all subject
to further adjustment as provided herein. The provision for such conversion
right shall be a condition precedent to the consummation by the Company of any
such transaction.

         5.7.   Certificate as to Adjustments; Notice by Company. In each case
of an adjustment or readjustment of the Conversion Price, the Company at its
expense will furnish each holder of the Note with a certificate prepared by the
Treasurer or Chief Financial Officer of the Company, showing such adjustment or
readjustment, and stating in detail the facts upon which such adjustment or
readjustment is based.

         5.8.   Consolidation or Merger. If any consolidation or merger of the
Company with another corporation shall be effected, then, as a condition of such
consolidation or merger, lawful and adequate provision shall be made whereby the
holder of the Note shall thereafter have the right to receive upon the basis and
upon the terms and conditions specified herein and in lieu of the shares of
Common Stock of the Company immediately theretofore receivable upon the
conversion of the Note, such shares of stock, securities or assets as may be
issued or payable with respect to or in exchange for a number of outstanding
shares equal to the number of shares of Common Stock immediately theretofore so
receivable by such holder had such consolidation or merger not taken place, and
in any such case appropriate provision shall be made with respect to the rights
and interests of such holder to the end that the provisions hereof (including
without limitation provisions for adjustment of the Conversion Price) shall
thereafter be applicable, as nearly as may be, in relation to any shares of
stock, securities or assets thereafter deliverable upon the exercise of such
conversion rights. The Company shall not effect any such consolidation or
merger, unless prior to or simultaneously with the consummation thereof the
successor corporation (if other than the Company) resulting from such
consolidation or merger shall assume by written instrument executed and mailed
or delivered to the holder hereof, the obligation to deliver to such holder such
shares of stock, securities or assets as, in accordance with the foregoing
provisions, such holder may be entitled to receive. Except as expressly set
forth in this Section 5.8, however, nothing contained in this Section 5.8 will
be deemed to restrict the Company from entering into a consolidation or merger;
provided, however, that the restrictions of the Purchase Agreement shall remain
applicable.

         5.9.   Notice of Certain Actions. In case at any time:

                5.9.1.  the Company shall declare any dividend upon shares of
         its capital stock payable in securities or make any special dividend or
         other distribution;

                5.9.2.  the Company shall offer for subscription pro rata to the
         holders of any class of its capital stock any additional securities of
         any class or other rights;

                                       9

<PAGE>

                5.9.3.  there shall be any capital reorganization, or
         reclassification of the capital stock of the Company, or consolidation
         or merger of the Company with, or sale of all or substantially all its
         assets to, another corporation;

                5.9.4.  there shall be a voluntary or involuntary dissolution,
         liquidation or winding-up of the Company; or

                5.9.5.  the Company shall enter into an agreement or adopt a
         plan for the purpose of effecting a consolidation, merger, or sale of
         all or substantially all of its assets;

then, in any one or more of said cases, the Company shall give written notice,
by first class mail, postage prepaid, to the registered holder hereof, of the
date on which (a) the books of the Company shall close or a record shall be
taken for such dividend, distribution or subscription rights, or (b) such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding-up shall take place, as the case may be. Such notice
shall also specify the date as of which the holders of shares of record shall
participate in such dividend, distribution or subscription rights, or shall be
entitled to exchange their shares for securities or other property deliverable
upon such reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation, or winding-up, as the case may be. Such written notice
shall be given at least 30 days prior to the action in question and not less
than 30 days prior to the record date or the date on which the Company's
transfer books are closed in respect thereto.

         5.10.  Registration and Listing. If any shares required to be
reserved for purposes of conversions of the Note hereunder require registration
with or approval of any governmental authority under any federal (other than the
Securities Act of 1933 or similar federal statute then in force) or state law,
or listing on any national securities exchange, before such shares may be issued
upon conversion, the Company will, at its expense, as expeditiously as possible
cause such shares to be duly registered or approved, or listed on the relevant
national securities exchange, as the case may be.

         5.11.  Automatic Conversion.

                5.11.1. Events Causing Conversion. Immediately (A) upon the
         closing of a Qualified Public Offering, as hereinafter defined, but
         subject to such closing, or (B) upon the closing of a Qualified Sale of
         the Company, but subject to such closing, this Note shall be converted
         automatically into the number of shares of Common Stock into which the
         Note is then convertible pursuant to Section 5.1 as of the closing and
         consummation of such Qualified Public Offering or the date of the event
         constituting the Qualified Sale of the Company, without any further
         action by the holder of the Note and whether or not the Note is
         surrendered to the Company or its transfer agent.

                                       10

<PAGE>

                5.11.2. Definitions.

                (a)     A "Qualified Public Offering" shall mean an
                        underwritten public offering on a firm commitment basis
                        pursuant to an effective registration statement filed
                        pursuant to the Securities Act of 1933, as amended
                        (other than on Form S-4 or S-8 or any successor forms
                        thereto), covering the offer and sale of Common Stock
                        for the account of the Company in which the Company
                        actually receives gross proceeds equal to or greater
                        than $70,000,000 (calculated before deducting
                        underwriters discounts and commissions and before
                        calculation of expenses), and in which the price per
                        share of Common Stock equals or exceeds $0.3243 (such
                        price subject to adjustment in the same manner that the
                        Conversion Price is subject to adjustment under this
                        Section 5).

                (b)     A "Qualified Sale of the Company" shall mean a Sale
                        of the Company which provides for minimum consideration
                        payable with respect to each share of Common Stock (on a
                        fully diluted basis) of at least $0.3243 in cash or in
                        market value of "Liquid Stock" (such price subject to
                        adjustment in the same manner that the Conversion Price
                        is subject to adjustment under this Section 5).

                (c)     The term "Sale of the Company" shall mean a merger
                        or consolidation of the Company with another company
                        which is not an Affiliate of the Company, the sale of
                        all or substantially all of the assets of the Company to
                        a company which is not an Affiliate of the Company, or
                        the sale of all or substantially all of the outstanding
                        Common Stock of the Company to a person or persons who
                        are not then stockholders of the Company or an Affiliate
                        of the Company.

                (d)     "Liquid Stock" shall mean capital stock which is
                        registered under Section 12(b) or Section 12(g) of the
                        Securities Exchange Act of 1934, as amended, the
                        disposition of which would not be significantly
                        restricted by low trading volume; provided, that capital
                        stock which is either (i) listed for trading on the
                        NASDAQ National Market System with average daily trading
                        volume over the past six months of at least 75,000
                        shares, or (ii) listed for trading on the New York Stock
                        Exchange, Inc. shall be deemed to be Liquid Stock.

                (e)     The term "Affiliate" shall mean a person who
                        controls, is controlled by, or is under common control
                        with, the Company.

                5.11.3. Automatic Conversion Upon Failure to Pay Purchase Price
         Installment. In the event that the holder shall fail to pay any
         installment of the pur-

                                       11

<PAGE>

         chase price of this Note when due pursuant to any of Sections
         1.1(b)(ii)-(ix) of the Purchase Agreement, and such failure shall not
         be cured on or before the 20th calendar day following such due date,
         this Note shall immediately be converted automatically into the number
         of shares of Common Stock into which the Note is then convertible
         pursuant to Section 5.1 as of the close of business of such 20th day,
         without any further action by the holder of the Note and whether or not
         the Note is surrendered to the Company or its transfer agent.

                5.11.4. Surrender of Certificates Upon Automatic Conversion.
         Upon the occurrence of the conversion event specified in either Section
         5.11.1 or 5.11.3, the holder of the Note shall, upon notice from the
         Company, surrender the Note at the office of the Corporation or its
         transfer agent for the Common Stock. Thereupon, there shall be issued
         and delivered to such holder a certificate or certificates for the
         number of shares of Common Stock into which the Note so surrendered was
         convertible on the date on which the conversion occurred. The Company
         shall not be obligated to issue such certificates unless the Note is
         either delivered to the Company or any such transfer agent or the
         holder notifies the Company that the Note has been lost, stolen or
         destroyed and executes an agreement satisfactory to the Company to
         indemnify the Company from any loss incurred by it in connection
         therewith.

     6.  Event of Default. In case an Event of Default, as defined in the
Purchase Agreement, shall have occurred and be continuing, the unpaid principal
of the Note and any accrued and unpaid interest thereon may be declared, and
upon such declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Purchase Agreement and the
Collateral Agreements.

     7.  Covenants. The Company covenants and agrees with the registered holder
of this Note to do (or refrain from doing) all those things required of the
Company pursuant to the covenants set forth in the Purchase Agreement and the
Collateral Agreements.

     8.  Exchange or Replacement of Note.

         8.1.   The holder of the Note, at its option, may in person or by duly
authorized attorney surrender the Note for exchange at the office of the
Company, and at the expense of the Company receive in exchange therefor a new
Note in the same aggregate principal amount as the aggregate unpaid principal
amount of the Note so surrendered and bearing interest at the same annual rate
as the Note so surrendered, each such new Note to be dated as of the date to
which interest has been paid on the Note so surrendered and to be in such
principal amount and, subject to the restrictions on transfer contained in the
Purchase Agreement, payable to such person or persons, or order, as such holder
may designate in writing; provided, however, that the Company shall not be
required to pay any tax which may be payable in respect of any transfer involved
in the issuance and delivery of any new Note in a name other than that of the
holder of the Note surrendered in exchange therefor. Five days prior written
notice of the holder's intention to make such exchange shall be given to the
Company.

                                       12

<PAGE>

         8.2.   Upon receipt by the Company of evidence satisfactory to it of
the loss, theft, destruction or mutilation of this Note and (in case of loss,
theft or destruction) of indemnity satisfactory to it, and upon reimbursement to
the Company of all reasonable expenses incidental thereto, and upon surrender
and cancellation of this Note, if mutilated, the Company will make and deliver a
new Note of like tenor in lieu of this Note. Any Note made and delivered in
accordance with the provisions of this paragraph (b) shall be dated as of the
date to which interest has been paid on this Note.

     9.  Amendments and Waivers. The holders of more than 80% in aggregate
principal amount of the Notes at the time outstanding and the Company may from
time to time enter into agreements for the purpose of amending or waiving any
covenant, agreement or condition of the Notes or changing in any manner the
rights of the holder of the Notes or the Company; and action of the holders of
more than 80% in aggregate principal amount of the Notes at the time outstanding
shall bind all holders of the Notes, each future-holder of the Notes and upon
the Company, whether or not such Notes shall have been marked to indicate such
amendment or waiver, but any substitute Note issued thereafter shall bear a
notation referring to any such amendment or continuing waiver.

     10. Communications. All communications provided for hereunder shall be made
in accordance with the requirements of Section 14.7 of the Purchase Agreement.

     11. Severability. Should any part but not the whole of this Note for any
reason be declared invalid, such decision shall not affect the validity of any
remaining portion, which remaining portion shall remain in force and effect as
if this Note had been executed with the invalid portion thereof eliminated, and
it is hereby declared the intention of the parties hereto that they would have
executed the remaining portion of this Note without including therein any such
part which may, for any reason, be hereafter declared invalid.

     12. Captions. The descriptive headings of the various Sections or parts of
this Note are for convenience only and shall not affect the meaning or
construction of any of the provisions hereof.

     13. Successors and Assigns. This Note shall be binding upon the parties and
their respective successors and assigns.

     14. Governing Law. This Note shall be governed by the laws of the State of
Delaware.

                                        AIRNET COMMUNICATIONS CORPORATION


                                        By:  /s/
                                           -------------------------------------

                                       13

<PAGE>

                                   SCHEDULE A

     This schedule sets forth the principal amount borrowed by the Company from
TECORE, up to the maximum amount set forth on the face of this Note.

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Date                Principal Amount          Signature of Authorized Officer of
                                                         the Company
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<PAGE>

                                   SCHEDULE B

     This schedule sets forth the principal amount and/or interest converted
into Common Stock.

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Date           Principal Amount Converted         Interest Amount Converted
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<PAGE>

                        AIRNET COMMUNICATIONS CORPORATION

                         SENIOR SECURED CONVERTIBLE NOTE

                                CONVERSION NOTICE

AirNet Communications Corporation:

     The undersigned holder of this Note hereby irrevocably exercises the option
to convert this Note, or such portion hereof as is specified below, into shares
of Common Stock of AirNet Communications Corporation in accordance with the
terms of this Note, and directs that the shares issuable and deliverable upon
the conversion be issued in the name of and delivered to the undersigned unless
a different name has been indicated below. If shares are to be issued in the
name of a person other than the undersigned, the undersigned will pay transfer
taxes payable with respect thereto. If this conversion involves fractional
shares, please issue the related check to the same person entitled to receive
the shares.

Dated: ____________________   Principal Amount to be converted (if less
                              than all):

                                       $
                                         --------------------------

                              Accrued Interest on Principal Amount to be
                              converted:

If shares are to be issued
otherwise than to owner:

Tax Identification
Number of Transferee_______         --------------------------------------
                                              Signature of Owner

---------------------------

---------------------------

---------------------------Please print name and address of Transferee
                           (including zip code)

<PAGE>

                                   Exhibit E

     This Note has been acquired for investment and has not been registered
under the Securities Act of 1933, as amended, or the securities laws of any
other jurisdiction. This Note is subject to the terms of a Securities Purchase
Agreement, dated as of June 5, 2003, among the issuer, TECORE, Inc, and SCP
Private Equity Partners II, L.P. (the "Purchase Agreement"), a copy of which may
be obtained by the registered holder hereof from the Secretary of the issuer.
The sale and transfer of this Note is restricted under the terms of the Tag
Along Allocation Agreement, dated as of the date of this Note between the
issuer, TECORE, Inc, and SCP Private Equity Partners II, L.P.(the "Tag Along
Agreement"). No transfer of any interest in this Note shall be effective unless
permitted by and made in accordance with the Purchase Agreement and the Tag
Along Agreement, and by accepting this Note the holder of this Note agrees to be
bound by the Purchase Agreement and the Tag Along Agreement.

                                   $4,000,000

                        AIRNET COMMUNICATIONS CORPORATION

                         Senior Secured Convertible Note

                                _______ __, 2003

     1.  General. AIRNET COMMUNICATIONS CORPORATION, a Delaware corporation
(hereinafter called the "Company"), for value received, hereby promises to pay
to SCP PRIVATE EQUITY PARTNERS II, L.P. ("SCP"), or registered assigns, the
principal amount of FOUR MILLION DOLLARS ($4,000,000.00) on _________ __, 2007
(the "Maturity Date"), and to pay interest on the unpaid balance of the
principal hereof from the date hereof at the rate of twelve percent (12%) per
annum (which shall accrue on a daily basis), payable at maturity, and to pay
interest at the rate of fifteen percent (15%) per annum on any overdue
principal, from the due date thereof until the obligation of the Company with
respect to the payment thereof shall be discharged. All payments of principal
and interest on this Note shall be paid by Company check or official bank check
sent first class mail, postage prepaid, to such address as the holder hereof
shall notify the Company of in writing, or, absent such notice, to the last
address of such holder as recorded in the Company' s books (in which case the
Company may rely on such address and shall be deemed to have discharged its
obligations hereunder as to any payments made to that address). At the option of
the holder, the Company shall pay principal and interest on this Note by wire
transfer in accordance with wire transfer instructions provided by the holder to
the Company at least ten (10) days prior to the date on which the principal and
interest is payable hereunder. The Company shall have no right to prepay any
principal or interest due under this Note.

     2.  The Notes. As used herein, the term "Note" or "Notes" refer to the
Senior Secured Convertible Notes in the aggregate principal amount of
$16,000,000 issued pursuant to the terms of the Securities Purchase Agreement,
dated as of June 5, 2003, among the Company, TECORE, Inc, and SCP Private Equity
Partners II, L.P. (the "Purchase Agreement"), and to any Note or Notes executed
and delivered by the Company in exchange or replacement hereof pursuant to
Section 9 hereof or pursuant to any transfer of a Note. Unless the context
otherwise re-

<PAGE>

quires, the term "holder" is used herein to mean the person named as payee in
Section 1 hereof or any other person who shall at the time be the holder or
assignee of this Note. This Note is referred to in the Purchase Agreement and is
entitled to the benefits of the terms and provisions of the Purchase Agreement.
No reference herein to the Purchase Agreement and no provision of this Note or
the Purchase Agreement shall alter the obligation of the Company, which is
absolute and unconditional, to pay the principal and interest on the Note at the
time and in the manner prescribed herein.

     3.  Security Interest. This Note is secured by and is entitled to the
benefits of (i) the Security Agreement, dated as of January 24, 2003, by and
among the Company and the purchasers of the Notes (the "Original Security
Agreement"), as amended by the First Amendment to Security Agreement, dated as
of ________ __, 2003, by and among the Company and the purchasers of the Notes
(the "Amendment to Security Agreement") (the Original Security Agreement, as so
amended by the Amendment to Security Agreement is referred to as the "Amended
Security Agreement"), (ii) the "Amended and Restated Technology Collateral
Escrow Agreement, dated as of ________ __, 2003, by and among the Company and
the purchasers of the Notes (the "Escrow Agreement"), and (iii) the Amended and
Restated Collateral Assignment of Patents, Trademarks & Copyrights, dated as of
____________ __, 2003, by and among the Company and the purchaser of the Notes
(the "Collateral Assignment"). (The Amended Security Agreement, the Escrow
Agreement, and the Collateral Assignment are sometimes referred to herein as the
"Collateral Agreements.") In addition to the rights and remedies given it by
this Note, the Collateral Agreements, and the Purchase Agreement, the holder
shall have all those rights and remedies allowed by applicable laws, including
without limitation, the Uniform Commercial Code. The rights and remedies of the
holder are cumulative, and recourse to one or more right or remedy shall not
constitute a waiver of the others. The Company shall be liable for all
commercially reasonable costs, expenses and attorneys' fees incurred by the
holder in connection with the collection of the indebtedness evidenced by the
Note.

     4.  Voting Rights.

         4.1.   General Rights. Except as otherwise provided herein or as
required by law, the holders of the Notes:

                4.1.1.  shall be entitled to vote in respect to the corporate
         affairs and management of the Company to the extent hereinafter
         provided;

                4.1.2.  shall have the same right of inspection of the books,
         accounts and other records of the Company which the holders of Common
         Stock have or may have under the Delaware General Corporation Law (the
         "GCL") or the Company's certificate of incorporation; and

                4.1.3.  shall be deemed to be stockholders of the Company, and
         the Notes shall be deemed to be stock, for the purpose of any provision
         of the GCL which requires the vote of stockholders as a prerequisite to
         any corporate action.

                                       2

<PAGE>

         4.2.   Number of Votes. The Notes shall be voted equally with the
shares of the Common Stock of the Company, and not as a separate class, at any
annual or special meeting of stockholders of the Company or in connection with
any solicitation of written consents in lieu of a meeting, upon the following
basis: the holder of this Note shall be entitled to such number of votes as
shall be equal to the whole number of shares of Common Stock into which this
Note is convertible pursuant to Section 5 hereof immediately after the close of
business on the record date fixed for such meeting or the effective date of such
written consent; provided, however, that in calculating the number of shares
into which this Note is then convertible for purposes of calculating such number
of votes, the initial Conversion Price, as hereinafter defined, shall be deemed
to be $.57 representing the average closing price of the Common Stock on the
date of execution of the Purchase Agreement and the four business days prior to
such execution (the "Deemed Conversion Price") (which Deemed Conversion Price is
subject to adjustment in the same manner that the Conversion Price is subject to
adjustment as provided in Sections 5.5 and 5.6).

     5.  Conversion of Note.

         5.1.   Right to Convert. Subject to and upon compliance with the
provisions hereof, the holder of this Note shall have the right, at such
holder's option, at any time, to convert all or any portion of the unpaid
principal amount hereof and all or any portion of accrued but unpaid interest
into shares of Common Stock, $.001 par value, of the Company ("Common Stock") at
the price of $0.10810 per share (the "Original Conversion Price"), or, in case
an adjustment of such price has taken place pursuant to the further provisions
of this Section 5, then at the price as last adjusted and in effect on the date
this Note or portion hereof is presented for conversion (the Original Conversion
Price or the Original Conversion Price as last adjusted, as the case may be,
being referred to herein as the "Conversion Price"). The minimum principal
amount of this Note which may be converted at any time shall be the lesser of
(a) $100,000 or (b) the outstanding principal balance of this Note.

         5.2.   Exercise of Conversion Privilege. In order to exercise the
conversion privilege, the holder of this Note shall present it to the Company at
the office of the Company, accompanied by written notice to the Company (with
copies to the holders of any other Notes) that the holder elects to convert this
Note, or, if less than the entire unpaid principal amount hereof and interest
thereon is to be converted, the portion hereof to be converted. Such notice
shall also state the name or names (with address) in which the certificate or
certificates for shares of Common Stock which shall be issuable on such
conversion shall be issued. As soon as practicable after the receipt of such
notice and the presentation of this Note, the Company shall issue and shall
deliver to the holder of this Note a certificate or certificates for the number
of full shares of Common Stock issuable upon the conversion of this Note (or
portion hereof), and provision shall be made for any fraction of a share as
provided in Section 5.3 hereof. Such conversion shall be deemed to have been
effected immediately prior to the close of business on the date on which such
notice shall have been received by the Company and this Note shall have been
presented as aforesaid, and conversion shall be at the Conversion Price in
effect at such time, and at such time the rights of the holder of this Note as
such holder shall cease (to the extent this Note is so converted) and the person
or persons in whose name or names any certificate or certificates for shares
shall be issuable upon such conversion shall be deemed to have become the

                                       3

<PAGE>

holder or holders of record of the shares represented thereby. Upon conversion
of less than all of the unpaid principal amount and interest of this Note,
appropriate notation shall be made on this Note of the principal amount and/or
interest so converted, and this Note shall be retained by the holder following
such notation. Upon conversion of the balance of the principal amount and
interest of this Note, this Note shall be deemed cancelled and the holder shall
surrender this Note to the Company.

         5.3.   Adjustment for Fractional Shares. No fractional shares or scrip
shall be issued upon conversions of the Note. Any remaining principal amount
shall be paid in cash.

         5.4.   Adjustment of Conversion Price.

                5.4.1.  Upon Dilutive Issuances. If the Company shall issue or
         sell shares of its Common Stock or "Common Stock Equivalents" (as
         defined in Section 5.4.2 below) without consideration or at a price per
         share or "Net Consideration Per Share" (as defined in Section 5.4.3
         below) less than the Conversion Price in effect immediately prior to
         such issuance or sale, then in each such case the Conversion Price,
         except as hereinafter provided, shall be lowered so as to be equal to
         the greater of (1) the net aggregate consideration, if any, received or
         receivable by the Company for the total number of such additional
         shares of Common Stock so issued or deemed to be issued divided by the
         number of shares of Common Stock so issued or deemed to be issued, or
         (2) $0.001.

                5.4.2.  Common Stock Equivalents.

                (a)     General. For the purposes of this Section 5.4, the
                        issuance of any warrants, options, subscription or
                        purchase rights with respect to shares of Common Stock
                        and the issuance of any securities convertible into or
                        exchangeable for shares of Common Stock and the issuance
                        of any warrants, options, subscription or purchase
                        rights with respect to such convertible or exchangeable
                        securities (collectively, "Common Stock Equivalents"),
                        shall be deemed an issuance of Common Stock. Any
                        obligation, agreement or undertaking to issue Common
                        Stock Equivalents at any time in the future shall be
                        deemed to be an issuance at the time such obligation,
                        agreement or undertaking is made or arises. No
                        adjustment of the Conversion Price shall be made under
                        this Section 5.4 upon the issuance of any shares of
                        Common Stock which are issued pursuant to the exercise,
                        conversion or exchange of any Common Stock Equivalents
                        if any adjustment shall previously have been made upon
                        the issuance of any such Common Stock Equivalents as
                        above provided.

                (b)     Adjustments for Adjustment, Cancellation or
                        Expiration of Common Stock Equivalents. Should the Net
                        Consideration Per Share of any such Common Stock
                        Equivalents be decreased or increased

                                       4

<PAGE>

                        from time to time, then, upon the effectiveness of each
                        such change, the Conversion Price will be that which
                        would have been obtained (1) had the adjustments made
                        pursuant to Section 5.4.1 upon the issuance of such
                        Common Stock Equivalents been made upon the basis of the
                        new Net Consideration Per Share of such securities, and
                        (2) had the adjustments made to the Conversion Price
                        since the date of issuance of such Common Stock
                        Equivalents been made to such Conversion Price as
                        adjusted pursuant to clause (1) above. Any adjustment of
                        the Conversion Price with respect to this Section which
                        relates to any Common Stock Equivalent shall be
                        disregarded if, as, and when such Common Stock
                        Equivalent expires or is canceled without being
                        exercised, or is repurchased by the Company at a price
                        per share at or less than the original purchase price,
                        so that the Conversion Price effective immediately upon
                        such cancellation or expiration shall be equal to the
                        Conversion Price that would have been in effect had the
                        expired or canceled Common Stock Equivalent not been
                        issued.

                5.4.3.  Net Consideration Per Share. For purposes of this
         Section 5.4, the "Net Consideration Per Share" which shall be
         receivable by the Company for any Common Stock Equivalents shall be
         determined as follows:

                (a)     The "Net Consideration Per Share" shall mean the
                        amount equal to the total amount of consideration, if
                        any, received by the Company for the issuance of such
                        Common Stock Equivalents, plus the minimum amount of
                        consideration, if any, payable to the Company upon
                        exercise, conversion or exchange thereof, divided by the
                        aggregate number of shares of Common Stock that would be
                        issued if all such Common Stock Equivalents were
                        exercised, exchanged or converted.

                (b)     The "Net Consideration Per Share" which shall be
                        receivable by the Company shall be determined in each
                        instance as of the date of issuance of Common Stock
                        Equivalents without giving effect to any possible future
                        upward price adjustments or rate adjustments which may
                        be applicable with respect to such Common Stock
                        Equivalents.

                5.4.4.  Stock Dividends for Holders of Capital Stock Other Than
         Common Stock. In the event that the Company shall make or issue, or
         shall fix a record date for the determination of holders of any capital
         stock of the Company, other than holders of Common Stock, entitled to
         receive a dividend or other distribution payable in Common Stock or
         securities of the Company convertible into or otherwise exchangeable
         for shares of Common Stock of the Company, then

                                       5

<PAGE>

         such Common Stock or other securities issued in payment of such
         dividend shall be deemed to have been issued for a consideration of
         $0.001.

                5.4.5.  Consideration Other than Cash. For purposes of this
         Section 5.4, if a part or all of the consideration received by the
         Company in connection with the issuance of shares of the Common Stock
         or the issuance of any of the securities described in this Section 5.4
         consists of property other than cash, such consideration shall be
         deemed to have a fair market value as is reasonably determined in good
         faith by the Board of Directors of the Company. In the event of any
         dispute between the holders of the Note and the Company regarding the
         determination of fair market value, at the option of the holder of the
         Note, the Company shall engage a consulting firm or investment banking
         firm, reasonably acceptable to the holder of the Note, to prepare an
         independent appraisal of the fair market value of such property to be
         distributed. The expenses of any appraisal by such consulting or
         investment banking firm shall be borne by the Company only if the fair
         market value of such property to be distributed, as determined in the
         independent appraisal, differs from the amount determined by the Board
         of Directors by at least ten percent (10%), and otherwise the expenses
         of any such appraisal shall be paid by the holders of the Notes.

                5.4.6.  Exercise of Outstanding Warrants or Options.

                (a)     In the event that the holder of a warrant to
                        purchase Common Stock which is outstanding on the date
                        of original issuance of this Note (an "Outstanding
                        Warrant") (such date referred to as the "Original
                        Issuance Date") shall exercise such Outstanding Warrant
                        on a date subsequent to the Original Issuance Date,
                        then, in each such case, the Conversion Price of this
                        Note then in effect shall be automatically adjusted
                        downward so that the number of shares of Common Stock
                        into which this Note is convertible (at such adjusted
                        Conversion Price) shall represent the same Percentage
                        Ownership (as hereinafter defined) as the Percentage
                        Ownership which the shares into which this Note was
                        convertible at the unadjusted Conversion Price
                        represented immediately prior to the exercise of such
                        Outstanding Warrant.

                (b)     In the event that the holder of an option to
                        purchase Common Stock which is outstanding on the
                        Original Issuance Date (an "Outstanding Option") shall
                        exercise such option on a date subsequent to the
                        Original Issuance Date, then, in each such case, the
                        Conversion Price of this Note then in effect shall be
                        automatically adjusted downward so that the number of
                        shares of Common Stock into which this Note is
                        convertible (at such adjusted Conversion Price) shall
                        represent the same Percentage Ownership (as hereinafter
                        defined) as the Percentage Ownership which the shares
                        into

                                       6

<PAGE>

                        which this Note was convertible at the unadjusted
                        Conversion Price represented immediately prior to the
                        exercise of such Outstanding Option; provided that the
                        adjustment to the Conversion Price required by this
                        subparagraph (b) shall not apply with respect to the
                        exercise of Outstanding Options to purchase up to
                        300,000 shares of Common Stock (with appropriate
                        adjustments to such number of shares to reflect
                        adjustments to the number of shares of Common Stock
                        issuable under outstanding options in accordance with
                        the anti-dilution terms of such options).

                (c)     In the event that the holder of preferred stock,
                        convertible into Common Stock, which is outstanding on
                        the Original Issuance Date ("Outstanding Preferred")
                        shall convert such Outstanding Preferred on a date
                        subsequent to the Original Issuance Date, then, in each
                        such case, the Conversion Price of this Note then in
                        effect shall be automatically adjusted downward so that
                        the number of shares of Common Stock into which this
                        Note is convertible (at such adjusted Conversion Price)
                        shall represent the same Percentage Ownership (as
                        hereinafter defined) as the Percentage Ownership which
                        the shares into which this Note was convertible at the
                        unadjusted Conversion Price represented immediately
                        prior to the conversion of such Outstanding Preferred.
                        Notwithstanding the foregoing, no adjustment to the
                        Conversion Price shall be made as a result of the
                        conversion of any shares of Series B Convertible Stock
                        on the Original Issuance Date.

                (d)     For purposes of this Section 5.4.6, the term
                        "Percentage Ownership" of particular shares shall mean
                        the number of votes such shares possess with respect to
                        the election generally of directors, divided by the
                        number of votes possessed by all Voting Securities at
                        such time with respect to the election generally of
                        directors. For this purpose, the term "Voting
                        Securities" shall mean all outstanding securities (debt
                        or equity) of the Company entitled to vote generally in
                        the election of directors (excluding the Notes) plus the
                        shares into which the Notes are then convertible plus
                        the shares into which all other outstanding convertible
                        securities (which term expressly excludes any
                        Outstanding Options, Outstanding Warrants, or
                        Outstanding Preferred) are then convertible plus the
                        shares which are then issuable upon the exercise of
                        options granted after the Original Issuance Date which
                        remain unexercised on the date of determination plus the
                        shares which are then issuable upon the exercise of up
                        to 300,000 Outstanding Options which remain outstanding
                        on the date of determination).

                                       7

<PAGE>

                5.4.7.  Exceptions to Anti-dilution Adjustments. This Section
         5.4 shall not apply under any of the following circumstances:

                (a)     upon the occurrence of any event which would
                        constitute an Extraordinary Common Stock Event (as
                        described below);

                (b)     except as provided in Section 5.4.6, upon the
                        exercise or conversion of any warrants, options, or
                        convertible securities issued and outstanding on the
                        date of original issuance of this Note;

                (c)     upon the grant of any options to purchase Common
                        Stock under any employee benefit plan now existing or
                        implemented in the future, provided the grant of such
                        options is approved by the Board of Directors of the
                        Company, and further provided the total number of shares
                        of Common Stock subject to options granted on or after
                        the date of original issuance of this Note is no greater
                        than 21,766,212 plus amounts permitted pursuant to
                        Section 9.11 of the Purchase Agreement; or

                (d)     upon the exercise of any options referenced in
                        Section 5.4.7(c).

         5.5.   Adjustment Upon Extraordinary Common Stock Event. Upon the
happening of an Extraordinary Common Stock Event (as hereinafter defined), the
Conversion Price shall, simultaneously with the happening of such Extraordinary
Common Stock Event, be adjusted by multiplying the Conversion Price by a
fraction, the numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to such Extraordinary Common Stock Event and the
denominator of which shall be the number of shares of Common Stock outstanding
immediately after such Extraordinary Common Stock Event, and the product so
obtained shall thereafter be the Conversion Price, which, as so adjusted, shall
be readjusted in the same manner upon happening of any successive Extraordinary
Common Stock Event Events.

         An "Extraordinary Common Stock Event" shall mean (i) the issue of
additional shares of Common Stock as a dividend or other distribution on
outstanding shares of Common Stock, (ii) subdivision of outstanding shares of
Common Stock into a greater number of shares of Common Stock, or (iii) a
combination or reverse stock split of outstanding shares of Common Stock into a
smaller number of shares of the Common Stock.

         5.6.   Adjustment Upon Capital Reorganization or Reclassification. If
the Common Stock shall be changed into the same or different number of shares of
any other class or classes of capital stock, whether by capital reorganization,
recapitalization, reclassification or otherwise (other than an Extraordinary
Common Stock Event), then and in each such event the holder of each Note shall
have the right thereafter to convert such Note into, in lieu of the number of
shares of Common Stock which the holder would otherwise have been entitled to
receive, the kind and amount of shares of capital stock and other securities and
property receivable upon such reorganization, recapitalization, reclassification
or other change by the holders of the num-

                                       8

<PAGE>

ber of shares of Common Stock into which such Note could have been converted
immediately prior to such reorganization, recapitalization, reclassification or
change, all subject to further adjustment as provided herein. The provision for
such conversion right shall be a condition precedent to the consummation by the
Company of any such transaction.

         5.7.   Certificate as to Adjustments; Notice by Company. In each case
of an adjustment or readjustment of the Conversion Price, the Company at its
expense will furnish each holder of the Note with a certificate prepared by the
Treasurer or Chief Financial Officer of the Company, showing such adjustment or
readjustment, and stating in detail the facts upon which such adjustment or
readjustment is based.

         5.8.   Consolidation or Merger. If any consolidation or merger of the
Company with another corporation shall be effected, then, as a condition of such
consolidation or merger, lawful and adequate provision shall be made whereby the
holder of the Note shall thereafter have the right to receive upon the basis and
upon the terms and conditions specified herein and in lieu of the shares of
Common Stock of the Company immediately theretofore receivable upon the
conversion of the Note, such shares of stock, securities or assets as may be
issued or payable with respect to or in exchange for a number of outstanding
shares equal to the number of shares of Common Stock immediately theretofore so
receivable by such holder had such consolidation or merger not taken place, and
in any such case appropriate provision shall be made with respect to the rights
and interests of such holder to the end that the provisions hereof (including
without limitation provisions for adjustment of the Conversion Price) shall
thereafter be applicable, as nearly as may be, in relation to any shares of
stock, securities or assets thereafter deliverable upon the exercise of such
conversion rights. The Company shall not effect any such consolidation or
merger, unless prior to or simultaneously with the consummation thereof the
successor corporation (if other than the Company) resulting from such
consolidation or merger shall assume by written instrument executed and mailed
or delivered to the holder hereof, the obligation to deliver to such holder such
shares of stock, securities or assets as, in accordance with the foregoing
provisions, such holder may be entitled to receive. Except as expressly set
forth in this Section 5.8, however, nothing contained in this Section 5.8 will
be deemed to restrict the Company from entering into a consolidation or merger;
provided, however, that the restrictions of the Purchase Agreement shall remain
applicable.

         5.9.   Notice of Certain Actions. In case at any time:

                5.9.1.  the Company shall declare any dividend upon shares of
         its capital stock payable in securities or make any special dividend or
         other distribution;

                5.9.2.  the Company shall offer for subscription pro rata to the
         holders of any class of its capital stock any additional securities of
         any class or other rights;

                5.9.3.  there shall be any capital reorganization, or
         reclassification of the capital stock of the Company, or consolidation
         or merger of the Company with, or sale of all or substantially all its
         assets to, another corporation;

                                       9

<PAGE>

                5.9.4.  there shall be a voluntary or involuntary dissolution,
         liquidation or winding-up of the Company; or

                5.9.5.  the Company shall enter into an agreement or adopt a
         plan for the purpose of effecting a consolidation, merger, or sale of
         all or substantially all of its assets;

then, in any one or more of said cases, the Company shall give written notice,
by first class mail, postage prepaid, to the registered holder hereof, of the
date on which (a) the books of the Company shall close or a record shall be
taken for such dividend, distribution or subscription rights, or (b) such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding-up shall take place, as the case may be. Such notice
shall also specify the date as of which the holders of shares of record shall
participate in such dividend, distribution or subscription rights, or shall be
entitled to exchange their shares for securities or other property deliverable
upon such reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation, or winding-up, as the case may be. Such written notice
shall be given at least 30 days prior to the action in question and not less
than 30 days prior to the record date or the date on which the Company's
transfer books are closed in respect thereto.

         5.10.  Registration and Listing. If any shares required to be reserved
for purposes of conversions of the Note hereunder require registration with or
approval of any governmental authority under any federal (other than the
Securities Act of 1933 or similar federal statute then in force) or state law,
or listing on any national securities exchange, before such shares may be issued
upon conversion, the Company will, at its expense, as expeditiously as possible
cause such shares to be duly registered or approved, or listed on the relevant
national securities exchange, as the case may be.

         5.11.  Automatic Conversion.

                5.11.1. Events Causing Conversion. Immediately (A) upon the
         closing of a Qualified Public Offering, as hereinafter defined, but
         subject to such closing, or (B) upon the closing of a Qualified Sale of
         the Company, but subject to such closing, this Note shall be converted
         automatically into the number of shares of Common Stock into which the
         Note is then convertible pursuant to Section 5.1 as of the closing and
         consummation of such Qualified Public Offering or the date of the event
         constituting the Qualified Sale of the Company, without any further
         action by the holder of the Note and whether or not the Note is
         surrendered to the Company or its transfer agent.

                5.11.2. Definitions.

                (a)     A "Qualified Public Offering" shall mean an
                        underwritten public offering on a firm commitment basis
                        pursuant to an effective registration statement filed
                        pursuant to the Securities Act of 1933, as amended
                        (other than on Form S-4 or S-8 or any successor forms

                                       10

<PAGE>

                        thereto), covering the offer and sale of Common Stock
                        for the account of the Company in which the Company
                        actually receives gross proceeds equal to or greater
                        than $70,000,000 (calculated before deducting
                        underwriters discounts and commissions and before
                        calculation of expenses), and in which the price per
                        share of Common Stock equals or exceeds $0.3243 (such
                        price subject to adjustment in the same manner that the
                        Conversion Price is subject to adjustment under this
                        Section 5).

                (b)     A "Qualified Sale of the Company" shall mean a Sale
                        of the Company which provides for minimum consideration
                        payable with respect to each share of Common Stock (on a
                        fully diluted basis) of at least $0.3243 in cash or in
                        market value of "Liquid Stock" (such price subject to
                        adjustment in the same manner that the Conversion Price
                        is subject to adjustment under this Section 5).

                (c)     The term "Sale of the Company" shall mean a merger
                        or consolidation of the Company with another company
                        which is not an Affiliate of the Company, the sale of
                        all or substantially all of the assets of the Company to
                        a company which is not an Affiliate of the Company, or
                        the sale of all or substantially all of the outstanding
                        Common Stock of the Company to a person or persons who
                        are not then stockholders of the Company or an Affiliate
                        of the Company.

                (d)     "Liquid Stock" shall mean capital stock which is
                        registered under Section 12(b) or Section 12(g) of the
                        Securities Exchange Act of 1934, as amended, the
                        disposition of which would not be significantly
                        restricted by low trading volume; provided, that capital
                        stock which is either (i) listed for trading on the
                        NASDAQ National Market System with average daily trading
                        volume over the past six months of at least 75,000
                        shares, or (ii) listed for trading on the New York Stock
                        Exchange, Inc. shall be deemed to be Liquid Stock.

                (e)     The term "Affiliate" shall mean a person who
                        controls, is controlled by, or is under common control
                        with, the Company.

                5.11.3. [Omitted].

                5.11.4. Surrender of Certificates Upon Automatic Conversion.
         Upon the occurrence of the conversion event specified in either Section
         5.11.1 or 5.11.3, the holder of the Note shall, upon notice from the
         Company, surrender the Note at the office of the Corporation or its
         transfer agent for the Common Stock. Thereupon, there shall be issued
         and delivered to such holder a certificate or certificates for the
         number of shares of Common Stock into which the Note so surrendered was

                                       11

<PAGE>

         convertible on the date on which the conversion occurred. The Company
         shall not be obligated to issue such certificates unless the Note is
         either delivered to the Company or any such transfer agent or the
         holder notifies the Company that the Note has been lost, stolen or
         destroyed and executes an agreement satisfactory to the Company to
         indemnify the Company from any loss incurred by it in connection
         therewith.

     6.  Event of Default. In case an Event of Default, as defined in the
Purchase Agreement, shall have occurred and be continuing, the unpaid principal
of the Note and any accrued and unpaid interest thereon may be declared, and
upon such declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Purchase Agreement and the
Collateral Agreements.

     7.  Covenants. The Company covenants and agrees with the registered holder
of this Note to do (or refrain from doing) all those things required of the
Company pursuant to the covenants set forth in the Purchase Agreement and the
Collateral Agreements.

     8.  Exchange or Replacement of Note.

         8.1.   The holder of the Note, at its option, may in person or by duly
authorized attorney surrender the Note for exchange at the office of the
Company, and at the expense of the Company receive in exchange therefor a new
Note in the same aggregate principal amount as the aggregate unpaid principal
amount of the Note so surrendered and bearing interest at the same annual rate
as the Note so surrendered, each such new Note to be dated as of the date to
which interest has been paid on the Note so surrendered and to be in such
principal amount and, subject to the restrictions on transfer contained in the
Purchase Agreement, payable to such person or persons, or order, as such holder
may designate in writing; provided, however, that the Company shall not be
required to pay any tax which may be payable in respect of any transfer involved
in the issuance and delivery of any new Note in a name other than that of the
holder of the Note surrendered in exchange therefor. Five days prior written
notice of the holder's intention to make such exchange shall be given to the
Company.

         8.2.   Upon receipt by the Company of evidence satisfactory to it of
the loss, theft, destruction or mutilation of this Note and (in case of loss,
theft or destruction) of indemnity satisfactory to it, and upon reimbursement to
the Company of all reasonable expenses incidental thereto, and upon surrender
and cancellation of this Note, if mutilated, the Company will make and deliver a
new Note of like tenor in lieu of this Note. Any Note made and delivered in
accordance with the provisions of this paragraph (b) shall be dated as of the
date to which interest has been paid on this Note.

     9.  Amendments and Waivers. The holders of more than 80% in aggregate
principal amount of the Notes at the time outstanding and the Company may from
time to time enter into agreements for the purpose of amending or waiving any
covenant, agreement or condition of the Notes or changing in any manner the
rights of the holder of the Notes or the Company; and action of the holders of
more than 80% in aggregate principal amount of the Notes at the time out-

                                       12

<PAGE>

standing shall bind all holders of the Notes, each future-holder of the Notes
and upon the Company, whether or not such Notes shall have been marked to
indicate such amendment or waiver, but any substitute Note issued thereafter
shall bear a notation referring to any such amendment or continuing waiver.

     10. Communications. All communications provided for hereunder shall be made
in accordance with the requirements of Section 14.7 of the Purchase Agreement.

     11. Severability. Should any part but not the whole of this Note for any
reason be declared invalid, such decision shall not affect the validity of any
remaining portion, which remaining portion shall remain in force and effect as
if this Note had been executed with the invalid portion thereof eliminated, and
it is hereby declared the intention of the parties hereto that they would have
executed the remaining portion of this Note without including therein any such
part which may, for any reason, be hereafter declared invalid.

     12. Captions. The descriptive headings of the various Sections or parts of
this Note are for convenience only and shall not affect the meaning or
construction of any of the provisions hereof.

     13. Successors and Assigns. This Note shall be binding upon the parties and
their respective successors and assigns.

     14. Governing Law. This Note shall be governed by the laws of the State of
Delaware.

                                            AIRNET COMMUNICATIONS CORPORATION


                                            By:
                                               ---------------------------------

                                       13

<PAGE>

                                   SCHEDULE A

         This schedule sets forth the principal amount and/or interest converted
into Common Stock.

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Date           Principal Amount Converted          Interest Amount Converted
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<PAGE>

                        AIRNET COMMUNICATIONS CORPORATION

                         SENIOR SECURED CONVERTIBLE NOTE

                                CONVERSION NOTICE

AirNet Communications Corporation:

     The undersigned holder of this Note hereby irrevocably exercises the option
to convert this Note, or such portion hereof as is specified below, into shares
of Common Stock of AirNet Communications Corporation in accordance with the
terms of this Note, and directs that the shares issuable and deliverable upon
the conversion be issued in the name of and delivered to the undersigned unless
a different name has been indicated below. If shares are to be issued in the
name of a person other than the undersigned, the undersigned will pay transfer
taxes payable with respect thereto. If this conversion involves fractional
shares, please issue the related check to the same person entitled to receive
the shares.

Dated: ____________________   Principal Amount to be converted (if less
                              than all):

                                       $
                                         --------------------------

                              Accrued Interest on Principal Amount to be
                              converted:

If shares are to be issued
otherwise than to owner:

Tax Identification
Number of Transferee_______             ---------------------------------------
                                                 Signature of Owner

---------------------------

---------------------------

---------------------------Please print name and address of Transferee
                           (including zip code)

<PAGE>

                                   Exhibit F

                    INTERCREDITOR AND SUBORDINATION AGREEMENT
                    -----------------------------------------

     THIS AGREEMENT is dated as of the ____ day of ________________, 2003, by
and among: AIRNET COMMUNICATIONS CORPORATION, a Delaware corporation (the
"Borrower"), FORCE COMMUNICATIONS CORPORATION, a Delaware corporation ("Force"),
SANMINA CORPORATION, a Delaware corporation ("Sanmina"), and BROOKTROUT, INC.,
Massachusetts corporation ("Brooktrout" and together with Force and Sanmina,
collectively and individually, the "Subordinated Lender"); and SCP PRIVATE
EQUITY PARTNERS II, LP, a Delaware limited partnership ("SCP II") and TECORE,
INC., a Texas corporation ("Tecore" and together with SCP II, collectively and
individually, the "Lenders").

                          W I T N E S S E T H  T H A T:
                          -----------------------------

     In order to induce the Lenders to make financial accommodations to the
Borrower, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Borrower and the Subordinated
Lender hereby agree with the Lenders that, so long as any Senior Indebtedness
(as hereinafter defined) is outstanding or committed to be advanced, each such
party will comply with such of the following provisions as are applicable to it:

     1.  Certain Definitions.

         1.1  Senior Indebtedness.  The term "Senior Indebtedness" shall mean:

         (a)  any and all loans, advances, extensions of credit to, and all
     other indebtedness, obligations and liabilities, whether now existing or
     hereafter arising, direct or contingent, of the Borrower now or hereafter
     owing to the Lenders outstanding from time to time, whether pursuant to:

              (i)     that certain Securities Purchase Agreement dated as of
     April ____, 2003, by and between the Borrower and the Lenders, as the same
     may be amended, restated, supplemented, renewed, replaced or extended from
     time to time (the "Purchase Agreement");

              (ii)    those certain Convertible Promissory Notes dated April
     ___, 2003, as the same may be amended, restated, supplemented, renewed,
     replaced or extended from time to time (the "Notes"), issued by the
     Borrower to the Lenders from time to time in the original aggregate
     principal amount of up to $16,000,000.00, or

              (iii)   otherwise, including, without limitation, any and all
     indebtedness to the Lenders in respect of any and all future loans or
     advances or extensions of credit made to the Borrower by the Lenders, or
     any of them, prior to,

<PAGE>

     during or following any proceeding in respect of any Reorganization
     (as defined in Section 3.2 hereof); and

         (b)  all interest thereon and all fees, expenses and other amounts
     (including costs of collection and reasonable attorneys' fees) at any time
     owing to the Lenders, whether arising in connection with the Purchase
     Agreement, the Notes or such other indebtedness (regardless of the extent
     to which the Purchase Agreement, the Notes or such other indebtedness is
     enforceable against the Borrower and regardless of the extent to which such
     amounts are allowed as claims against the Borrower in any Reorganization,
     and including any interest thereon accruing after the commencement of any
     Reorganization and any other interest that would have accrued thereon but
     for the commencement of such Reorganization).

 All Senior Indebtedness shall be entitled to the benefits of this Agreement
without notice thereof being given to the Subordinated Lender.

     1.2  Subordinated Indebtedness. The term "Subordinated Indebtedness" shall
mean all existing and hereafter arising indebtedness, obligations and
liabilities of the Borrower, to the Subordinated Lender, whether direct or
contingent, and all claims, rights, causes of action, judgments and decrees in
respect of the foregoing, including, without limitation:

          (i)  all indebtedness and obligations under that certain (a)
     Settlement Agreement dated October 29, 2001 between Borrower, as debtor,
     and Force, as creditor (the "Force Settlement Agreement"); (b) Settlement
     Agreement dated November 7, 2001 between Borrower, as debtor, and Sanmina,
     as creditor (the "Sanmina Settlement Agreement"), (c) Settlement Agreement
     dated November 14, 2001 between Borrower, as debtor, and Brooktrout, as
     creditor (the "Brooktrout Settlement Agreement") and together with the
     Force Settlement Agreement and the Sanmina Settlement Agreement, the
     "Settlement Agreements"), which Settlement Agreements evidence obligations
     of Borrower to Subordinated Lender in an amount not to exceed in the
     aggregate the sum of $4,500,000 (the "Subordinated Settlement Agreements");
     and

          (ii) the obligations of each party (other than the Subordinated
     Lender) to, under or in respect of any agreement or instrument securing any
     of the Borrower's obligations to the Subordinated Lender under the
     Subordinated Settlement Agreements (the "Subordinated Security Documents")
     (the Subordinated Settlement Agreement and the Subordinated Security
     Documents and any other agreement evidencing or relating to Subordinated
     Indebtedness being hereinafter collectively referred to as the
     "Subordinated Agreements").

     2.   Representations and Warranties. The Subordinated Lender and the
Borrower each hereby, severally and not jointly, represents and warrants to the
Lenders that: (a) At the date hereof, the total outstanding and unpaid
Subordinated Indebtedness owing by the Companies to the Subordinated Lender
pursuant to the Subordinated Agreements is $[1,179,000]; (b) There is no default
in respect of the Subordinated Indebtedness; (c) The Subordinated Lender is the
holder of the Subordinated Agreements free and clear of all liens, claims and
encumbrances, and

                                      -2-

<PAGE>

the Subordinated Lender is not subject to any contractual limitation or
restriction which would impair in any way its ability to execute or perform its
obligations under this Agreement; and (d) True, accurate and complete copies of
the Subordinated Agreements are attached hereto as Exhibit A.

     3.   Terms of Subordination.

     3.1  Permitted Payments of Subordinated Indebtedness. The Borrower may,
from time to time, pay or cause to be paid to the Subordinated Lender, and the
Subordinated Lender may accept and retain, regularly scheduled payments of
principal and interest as and at the times when due and payable under the
Subordinated Settlement Agreements, as originally executed and delivered.

     3.2  The Subordinated Lender's Junior Security. The Subordinated Lender
hereby confirms that, regardless of the relative times and method of attachment
or perfection thereof (or any failure to perfect) or the order of filing of
financing statements, mortgages or other security agreements or documents, or
anything in the Subordinated Agreements or this Agreement to the contrary, the
security interests and liens granted or to be granted from time to time to
secure the Senior Indebtedness, shall in all respects be first and senior
security interests and liens, superior to any security interests and liens
granted or to be granted to the Subordinated Lender in assets of, or ownership
interests in, the Borrower or any other person pursuant to the Subordinated
Agreements or otherwise, it being the express intention of the parties that,
notwithstanding anything in this Agreement to the contrary, all liens and
security interests granted to the Lenders from time to time shall be prior and
superior to any liens or security interests granted to the Subordinated Lender.

     4.   Limit on Right of Action. (a) The Subordinated Lender agrees for the
benefit of the Lenders and all future holders of the Senior Indebtedness that so
long as the Senior Indebtedness remains outstanding or committed to be advanced,
the Subordinated Lender will not, directly or indirectly, without the prior
written consent of the Lenders, take any action to exercise any of its remedies
in respect of the Subordinated Indebtedness or any guarantee of payment thereof,
to initiate any Reorganization of, or litigation against, the Borrower or any
guarantor of the Subordinated Indebtedness, or to foreclose or otherwise realize
on any security given by the Borrower or any other person to secure the
Subordinated Indebtedness.

     (b) The foregoing provisions of this Section 4 are solely for the purpose
of defining the relative rights of the Lenders, on the one hand, and the
Subordinated Lender, on the other, and shall not otherwise limit or affect any
rights which the Subordinated Lender may have against the Borrower under the
terms of the Subordinated Agreements.

     5.   Agreement to Hold in Trust. If the Subordinated Lender shall receive
any payment on account of the Subordinated Indebtedness in violation of this
Agreement, it shall hold such payment in trust for the benefit of the Lenders
and, promptly upon discovery or notice of such violation, pay it over to the
Lenders for application in payment of the Senior Indebtedness.

                                      -3-

<PAGE>

     6.   Further Assurances. The Borrower and the Subordinated Lender covenant
to execute and deliver to the Lenders such further instruments and documents and
take such further actions as the Lenders may from time to time reasonably
request, and the Borrower and the Lenders agree to execute and deliver to the
Subordinated Lender such further instruments and documents and take such further
actions as the Subordinated Lender may from time to time reasonably request, in
each case for the purpose of carrying out the provisions and intent of this
Agreement.

     7.   Successors: Continuing Effect; Etc. This Agreement is being entered
into for the benefit of the holders of the Senior Indebtedness and the
Subordinated Indebtedness, and their respective successors and assigns.

     8.   Entire Agreement; Amendment. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter hereof, and no
modification or waiver of any provision of this Agreement shall in any event be
effective unless the same shall be in writing signed by the Lenders, and the
Subordinated Lender (unless such amendment or modification shall impose any
additional obligations upon the Borrower, in which case such amendment or
modification shall also require execution by the Borrower).

     9.   Counterparts. This Agreement may be executed by the parties hereto in
several counterparts hereof and by different parties hereto on separate
counterparts hereof, each of which shall be an original and all of which
counterparts shall together constitute one and the same agreement. Delivery of
an executed signature page of this Agreement by facsimile transmission shall be
effective as an in-hand delivery of an original executed counterpart thereof.

                          *Signatures on next page*

                                      -4-

<PAGE>

     IN WITNESS WHEREOF, each of the undersigned has executed this Intercreditor
and Subordination Agreement or caused this Agreement to be executed by its duly
authorized officer, partner or representative, as applicable, as of the day and
year first above written.

                                            SUBORDINATED LENDER:


    Force Computers, Inc.                   FORCE COMPUTERS, INC.
    4305 Cushing Parkway
    Fremont, California  94538              By:
    Attention:  General Counsel                    -----------------------------
    Telecopy No.:  510-25208450             Name:
                                                   -----------------------------
                                            Title:
                                                   -----------------------------


    Sanmina Corporation                     SANMINA CORPORATION
    2700 North First Street
    San Jose, California  95134             By:
    Attention:  V.P. & Corporate Counsel           -----------------------------
    Telecopy No.:  408-964-3636             Name:
                                                   -----------------------------
                                            Title:
                                                   -----------------------------


    Brooktrout, Inc.                        BROOKTROUT, INC.
    250 First Avenue, Suite 300
    Needham, MA  02494                      By:
    Attention:  Corporate Counsel                  -----------------------------
    Telecopy No.:  781-453-3537             Name:
                                                   -----------------------------
                                            Title:
                                                   -----------------------------


                                            BORROWER:
    AirNet Communications Corporation
    3950 Dow Road                           AIRNET COMMUNICATIONS CORPORATION
    Melbourne, Florida  32934
    Attention:  Glenn A. Ehley, President   By:
    and Chief Executive Officer                    -----------------------------
    Telecopy No.:                           Name:
                 -----------------------           -----------------------------
                                            Title:
                                                   -----------------------------


    SCP Private Equity Partners II, LP      LENDERS:
    300 Building
    435 Devon Park Drive                    SCP PRIVATE EQUITY PARTNERS II, LP
    Wayne, Pennsylvania  19087
    Attention:  James W. Brown              By:
    Telecopy No.                                   -----------------------------
                ------------------------    Name:
                                                   -----------------------------
                                            Title:
                                                   -----------------------------


    Tecore, Inc.                            TECORE, INC.
    7165 Columbia Gateway Drive
    Columbia, Maryland  21406               By:
    Attention:  Jay Salkini, President             -----------------------------
    Telecopy No.:                           Name:
                 -----------------------           -----------------------------
                                            Title:
                                                   -----------------------------


<PAGE>

                                    EXHIBIT A
                                    ---------

                        Copies of Subordinated Agreements
                        ---------------------------------

<PAGE>

                                   Exhibit G

                         TAG ALONG ALLOCATION AGREEMENT

     This Tag Along Allocation Agreement ("Agreement") dated _______ ___, 2003
is among AirNet Communications Corporation, a Delaware corporation (the
"Company"), and SCP Private Equity Partners II, LP ("SCP") and TECORE, Inc.
("Tecore") as holders (the "Note Holders") of the $16,000,000 Secured
Convertible Notes (the "Notes") issued by the Company to the Note Holders on the
date hereof.

     WHEREAS, the Board of Directors of the Company (the "Board") has approved
the Amended and Restated Bonus Program attached to this Agreement as Exhibit 1
(the "Plan") as in the best interests of the Company; and

     WHEREAS, under the terms of the Plan, the employees who participate in the
Plan (the "Plan Participants") will be entitled to receive a portion of the
proceeds otherwise payable to the Note Holders in connection with a sale of
either or both of the Notes by SCP or Tecore;

     NOW, THEREFORE, the parties agree as follows:

     1.   Implementation of the Plan is in the best interests of the Company
and as an inducement for the Company's issuance of the Notes to SCP and Tecore,
SCP and Tecore have agreed to allocate to Employees of the Company a portion of
proceeds they receive in a potential sale of their Notes.

     2.   In the event of a sale of all or a portion of the Notes by either or
both of SCP or Tecore, other than in connection with the Sale of the Company (as
defined in the Plan), each of SCP and Tecore severally agree that they will
allocate for distribution to Plan Participants ten and percent (10%) ("Sale of
Note Allocation Amount") of the aggregate sale proceeds in excess of the amount
of the then outstanding principal balance and related accrued unpaid interest
payable under the Notes sold or such portion of the Notes so sold, if only a
portion is sold ("Note Sale Proceeds") received by SCP or Tecore, respectively,
in connection with such sale of all or a portion of the Notes to any party.

     3.   In the event of a sale of all or a portion of the Notes by either of
both of SCP or Tecore in connection with the Sale of the Company, each of SCP
and Tecore severally agree that they will allocate for distribution to Plan
Participants ten percent (10%) ("Acquisition Allocation Amount") of the
aggregate sale proceeds in excess of the amount of the then outstanding
principal balance and related accrued unpaid interest payable under the Notes
sold or such portion of the Notes so sold ("Acquisition Note Sale Proceeds")
received by SCP or Tecore, respectively, in connection with such sale of all or
a portion of the Notes to any party in connection with the Sale of the Company;
provided that the Acquisition Allocation Amount shall be reduced to the extent
the amounts payable to Eligible Employees (as defined in the Plan) is reduced
due to such Employees' In-the-money Options (as defined in the Plan) as
described in the Plan. (Note Sale Proceeds and Acquisition Note Sale Proceeds
collectively defined as the "Sale of Note Proceeds". Sale of Note Allocation
Amount and Acquisition Allocation Amount collectively defined as the "Allocation
Amounts")

<PAGE>


     3.   SCP and Tecore agree to forward the Allocation Amounts to the Company
within two (2) business days following their receipt of Sale of Note Proceeds.

     4.   The Company agrees to hold the Allocation Amounts for the benefit of
the employee Plan Participants in accordance with the terms of the Plan and as
set forth in paragraph 5 below and to distribute payments of the Allocation
Amounts to Plan Participants within five (5) business days of the Company's
receipt of the Allocation Amounts from any Note Holder.

     5.   The Company is directed and authorized by the Note Holders: (a) to
administer and modify the list of eligible Plan Participants from time to time;
and (b) upon the transmittal of the Allocation Amounts from the Note Holders to
the Company, (i) to determine the eligibility of each Plan Participant to
receive a portion of the Allocation Amounts under the Plan, (ii) to allocate the
proceeds from such Allocation Amounts to the eligible Plan Participants and
(iii) to transmit the payments directly to the Plan Participants, subject to all
withholding and other taxes required to be withheld by the Company.

     6.   The Company agrees to withhold from the Allocation Amounts to be
distributed to eligible Plan Participants all applicable taxes it is required to
withhold, including any excise taxes that may be payable under Section 280G of
the Internal Revenue Code or any other applicable law or regulation.

     7.   This Agreement confers full rights and remedies upon each Plan
Participant. Each such Plan Participant individually, and all of them
collectively, shall be treated as third-party beneficiaries of this Agreement.

     8.   All issues and questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without giving
effect to any choice of law or conflict of law rules or provisions thereof.

     9.   This Agreement may be executed simultaneously in two or more
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts taken together shall constitute one and the
same Agreement.

                                      -2-

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first written above.

                                        AIRNET COMMUNICATIONS CORPORATION


                                        By:       /s/  Glenn A. Ehley
                                            ------------------------------------
                                                     Glenn A. Ehley,
                                                    President and CEO


                                        TECORE, INC.


                                        By:
                                               ---------------------------------
                                        Name:
                                               ---------------------------------
                                        Title:
                                               ---------------------------------


                                        SCP PRIVATE EQUITY PARTNERS II, LP


                                        By:  SCP Private Equity II,
                                             General Partner, L.P.,
                                             its General Partner


                                        By:
                                               ---------------------------------
                                        Name:
                                               ---------------------------------
                                        Title:
                                               ---------------------------------

                                      -3-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>4
<FILENAME>dex2.txt
<DESCRIPTION>EXHIBIT 2
<TEXT>
<PAGE>

                                                                       Exhibit 2

                                VOTING AGREEMENT

          THIS VOTING AGREEMENT (this "Agreement") is made and entered into as
of the 13th day of August, 2003, by and between TECORE, INC., a Texas
corporation ("TECORE"), and SCP PRIVATE EQUITY PARTNERS II, INC., a Delaware
limited partnership ("SCP").

                                    RECITALS:

          A. TECORE and SCP are the holders of Senior Secured Convertible Notes
issued by AirNet Communications, Inc., a Delaware corporation (the "Company"),
dated the date hereof (the "Notes"), which were purchased pursuant to the terms
of a Securities Purchase Agreement, dated June 5, 2003, among TECORE, SCP and
the Company (the "Purchase Agreement"). (TECORE and SCP are sometimes
hereinafter individually referred to as a "Holder" and collectively as the
"Holders.")

          B. SCP is also the holder of shares of the Company's Common Stock, par
value $0.001 per share (the "Common Stock").

          C. The Holders of the Notes are entitled to vote on matters submitted
to the stockholders of the Company on the basis of the number of shares of
Common Stock into which such Notes are convertible at an assumed conversion
price.

          D. The Holders desire to provide for the voting of the Notes, the
shares of Common Stock into which the Notes are convertible, and the shares of
Common Stock now owned by SCP in accordance with the terms hereof, as well as
any other voting securities of the Company which the Holders may hereafter
acquire.

          NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein and other good and valuable consideration, receipt
of which is hereby acknowledged, the parties hereto, intending to be legally
bound, agree as follows:

          1. Representation on Board of Directors; Other Voting Arrangements.

          1.1 (a) Prior TECORE's Ownership of a Majority of Outstanding Common
Stock. Subject to Sections 1.1(b) and (c) hereof, each of the Holders agrees
that so long as this Agreement remains in effect, it will vote all Notes and
shares of capital stock of the Company (including Common Stock) owned by it (and
all other securities the voting of which is within its control), from and after
the date hereof, to (A) maintain a Board of Directors of ten (10) members; and
(B) elect and maintain in office as a director of the Company: (i) the Company's
chief executive officer; (ii) two (2) persons designated from time to time in
writing by SCP; (iii) four (4) persons designated from time to time in writing
by TECORE; and (iv) three (3) persons who shall be independent, within the
meaning of Section 301 of the Sarbanes-Oxley Act of 2002, the Securities
Exchange Act of 1934, as amended, and applicable national securities exchanges
and associations ("Independent"), who shall be satisfactory to TECORE and SCP,
and who shall be elected by the holders of a majority of the voting power
represented by the Notes,

<PAGE>

the outstanding shares of Common Stock, and any other securities entitled to
vote in the election of directors, voting as a single class; provided, that only
three (3) of the persons designated by TECORE shall be permitted to take office
as directors of the Company until such time as the aggregate cash purchase price
paid for the Notes by the Holders pursuant to the Purchase Agreement represents
a contribution to the Company which, relative to the aggregate market value of
the Company's Common Stock as of the date of the Purchase Agreement, permits
such additional representation on the Board of Directors within the meaning of
the applicable national securities exchanges and associations' voting rights
rules.

               (b) After TECORE's Ownership of a Majority of Outstanding Common
Stock. Subject to Section 1.1(c) hereof, from and after the time that TECORE
shall own a majority of the issued and outstanding shares of Common Stock and
for so long as TECORE maintains such majority ownership, each of the Holders
agrees that so long as this Agreement remains in effect, it will vote all Notes
and shares of capital stock of the Company (including Common Stock) owned by it
(and all other securities the voting of which is within its control), to (A)
maintain a Board of Directors of eleven (11) members, and (B) elect and maintain
in office as a director of the Company: (i) the Company's chief executive
officer; (ii) one (1) person designated from time to time in writing by SCP;
(iii) six (6) persons designated from time to time in writing by TECORE; and
(iv) three (3) persons who shall be Independent, who shall be satisfactory to
TECORE and SCP, and who shall be elected by the holders of a majority of the
voting power represented by the Notes, the outstanding shares of Common Stock,
and any other securities entitled to vote in the election of directors, voting
as a single class.

               (c) After Payment Default. In the event that TECORE shall fail to
pay any installment of the purchase price of the Note purchased by TECORE when
due pursuant to any of Sections 1.1(b)(ii)-(ix) of the Purchase Agreement, and
such failure shall not be cured on or before the 20th calendar day following
such due date ("TECORE Payment Default"), the provisions of Sections 1.1(a) and
(b) shall thereafter have no applicability, and, in lieu thereof, each of the
Holders agrees that so long as this Agreement remains in effect, it will vote
all Notes and shares of capital stock of the Company (including Common Stock)
owned by it (and all other securities the voting of which is within its
control), to (A) maintain a Board of Directors of such number as SCP shall
determine, and (B) elect and maintain in office as a director of the Company:
(i) the Company's chief executive officer; (ii) such number of persons as SCP
shall be entitled to designate pursuant to Section 1.1(d) and as shall be
designated from time to time in writing by SCP; (iii) such number of persons as
TECORE shall be entitled to designate pursuant to Section 1.1(d) and as shall be
designated from time to time in writing by TECORE; and (iv) persons constituting
the balance of the Board of Directors who shall be Independent, who shall be
satisfactory to SCP, and who shall be elected by the holders of a majority of
the voting power represented by the Notes, the outstanding shares of Common
Stock, and any other securities entitled to vote in the election of directors,
voting as a single class.

               (d) Number of Directors Who May be Designated Following a TECORE
Payment Default. In the event that there shall be a TECORE Payment Default, SCP
and TECORE shall be permitted to designate the following number of directors
pursuant to Section 1.1(c):

                                       2

<PAGE>

                    (A) TECORE shall be permitted to designate such number of
persons as shall equal four (4) multiplied by a fraction, the numerator of which
shall be the total amount paid by TECORE on account of the purchase price of the
Note purchased by TECORE and the denominator of which shall be $12,000,000 (such
quotient to be rounded down to the nearest lower whole number); provided that
the minimum number of designees which shall be permitted to TECORE shall be two
(2).

                    (B) SCP shall be permitted to designate such number of
persons as shall equal the sum of x plus y, where x shall equal two(2), and y
shall equal four times the principal amount of Notes purchased by SCP in excess
of $4,000,000 divided by $8,000,000 (such quotient to be rounded up to the
nearest higher whole number).

               (e) Initial Directors. Pursuant to Section 1.1, each of the
Holders agrees that it will vote all Notes and shares of capital stock of the
Company (including Common Stock) owned by it (and all other securities the
voting of which is within its control), to elect the following persons to
initially serve on the Board of Directors: (i) Glenn Ehley, the Company's chief
executive officer; (ii) James W. Brown, current Chairman of the Board of
Directors, and Christopher J. Doherty, as the designees of SCP, (iii) Jay
Salkini, Shiblie Shiblie, Munzer Kayyem, and Hans Morris, as the designees of
TECORE, and (iv) George Calhoun, Darrell Maynard and Gerald Y. Hattori as the
Independent directors.

          1.2 In the event that any member of the Board of Directors elected
pursuant to Section 1.1 resigns or otherwise ceases to be a member of the Board
of Directors for any reason, the vacancy shall be filled as provided in the
Company's Certificate of Incorporation and By-laws, and the Holders shall vote
their stock in connection with filling such vacancy as provided in Section 1.1.

          1.3 No party hereto shall in any event take any action to remove from
office any director designated by another party pursuant to Section 1.1, except
on the direction of the party with Board designation rights as to such director.

          1.4 In the event that any of the Holders are not present in person or
by proxy at any meeting of stockholders of the Company at which directors are to
be elected, the Notes and/or shares of such person shall be voted by the
presiding officer of the meeting for the persons designated in Section 1.1, and
the presiding officer is hereby granted a proxy for that purpose.

          2. Committees. The Holders shall take all appropriate action to ensure
that the Board of Directors of the Company maintains a Compensation Committee
and an Audit Committee (each with duties and responsibilities customary for such
committees) and that directors, who shall be satisfactory to SCP and TECORE and
permitted to serve on such committees by applicable Securities and Exchange
Commission and national securities exchanges and associations rule and
regulations, shall be appointed to each of the Compensation Committee and the
Audit Committee, and to each other significant committee of the Board of
Directors.

                                       3

<PAGE>

          3. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the respective heirs, executors, administrators, assigns,
transferees and successors in interest of the parties hereto.

          4. Termination. The rights and obligations of the Company and the
Holders shall terminate after the expiration of ten (10) years from the date of
this Agreement.

          5. Modification or Amendment. Neither this Agreement nor any provision
hereof can be modified, amended, changed, discharged or terminated except by an
instrument in writing signed by TECORE and SCP.

          6. Notices. All notices to be given or otherwise made to any part to
this Agreement shall be deemed to be sufficient if delivered in accordance with
the provisions of the Purchase Agreement.

          7. Further Assurances. From and after the date of this Agreement, upon
the request of either of the Holders, the Holders shall execute and deliver such
instruments, documents and other writings as may be reasonably necessary or
desirable to confirm and carry out and to effectuate fully the intent and
purposes of this Agreement.

          8. Legends. In addition to any other legend required by law or
agreement, each certificate evidencing Notes or shares of the Company's capital
stock shall be stamped or otherwise imprinted with a legend to the following
effect (in addition to any other legend required by law or agreement):

          "[The shares represented by this certificate are] [This Note is]
     subject to certain restrictions contained in a Voting Agreement between
     TECORE, Inc., and SCP Private Equity Partners II, L.P., a copy of which is
     available for examination at the principal office of the Company."

          9. Severability; Governing Law. If any provisions of this Agreement
shall be determined to be illegal or unenforceable by any court of law, the
remaining provisions shall be severable and enforceable to the maximum extent
possible in accordance with their terms. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.

          10. Injunctive Relief. It is acknowledged that it would be impossible
to measure damages that would be suffered by the parties if any party hereunder
fails to comply with the provisions of this Agreement and that in the event of
such failure, the other parties will not have an adequate remedy at law. Each
party shall therefore be entitled to obtain specific performance of the other
parties' obligations hereunder and to obtain immediate injunctive relief. A
party failing to comply shall not argue, as a defense to any proceeding for such
specific performance or injunctive relief, that the other parties have an
adequate remedy at law.

          11. Counterparts. This Agreement may be executed in counterparts, all
of which together shall constitute one and the same instrument. Telefacsimile
transmissions of any executed original document and/or retransmission of any
executed telefacsimile transmission

                                       4

<PAGE>

shall be deemed to be the same as the delivery of an executed original. At the
request of any party hereto, the other parties hereto shall confirm
telefacsimile transmissions by executing duplicate original documents and
delivering the same to the requesting party or parties.

          12. Submission to Jurisdiction. Each of the Holders submits to the
jurisdiction of any state or federal court sitting in the State of Delaware in
any action or proceeding arising out of or relating to this Agreement, agrees
that all claims in respect of the action or proceeding may be heard and
determined in any such court, and agrees not to bring any action or proceeding
arising out of or relating to this Agreement in any other court. Each of the
Holders waives any defense of inconvenient forum to the maintenance of any
action or proceeding so brought. Any Holder may make service on any other of the
Holders by sending or delivering a copy of the process to such person to be
served at the address and in the manner provided for the giving of notices in
Section 6 above. Nothing in this Section, however, shall affect the right of any
of the Holders to serve legal process in any other manner permitted by law. Each
Holder agrees that a final judgment in any action or proceeding so brought shall
be conclusive and may be enforced by suit on the judgment or in any other manner
provided by law.

          IN WITNESS WHEREOF, each of the Holders has executed this Voting
Agreement as of the day and year first above written.

                                     TECORE, INC.


                                     By: /s/ Jay S. Salkini
                                         ----------------------------------
                                     Name: Jay S. Salkini
                                          ---------------------------------
                                     Title: President
                                           --------------------------------
                                     SCP PRIVATE EQUITY PARTNERS II, L.P.

                                     By: SCP Private Equity II, General
                                         Partner, L.P., its General Partner


                                     By: SCP Private Equity II, LLC

                                     By: /s/ James W. Browne
                                        -----------------------------------
                                     Name: James W. Browne
                                          ---------------------------------
                                     Title: A Manager
                                           --------------------------------

                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>5
<FILENAME>dex3.txt
<DESCRIPTION>EXHIBIT 3
<TEXT>
<PAGE>

                                                                       Exhibit 3

                      SECOND AMENDED AND RESTATED AGREEMENT
          AMONG SERIES E, SERIES F AND SERIES G PREFERRED STOCKHOLDERS
                    AND SENIOR REGISTRATION RIGHTS AGREEMENT

This Second Amended and Restated Agreement Among Series E, Series F and Series G
Preferred Stockholders and Senior Registration Rights Agreement (this
"Agreement") which amends and restates the Amended and Restated Agreement among
Series E and Series F Preferred Stockholders and Senior Registration Rights
Agreement, dated as of August 28, 1998, as amended as of June 11, 1999 (the
"Restated Agreement") by and among AirNet Communications Corporation, a Delaware
corporation (the "Company"), Harris Corporation, a Delaware corporation ("Harris
Corporation"), Tandem PCS Investments, L.P., a Delaware limited partnership
("Tandem"), Adams Capital Management, L.P. ("Adams"), SCP Private Equity
Partners, L.P. ("SCP"), HVFM-I, L.P. ("HVFM"), APA Excelsior III, L.P. ("APA")
and such other purchasers identified therein (Tandem, Adams, SCP, HVFM, APA and
such other Purchasers are collectively, "Purchasers"), the Series E Preferred
Stockholders listed on Exhibit A hereto (the "Series E Investors"), the Series F
Preferred Stockholders listed on Exhibit B hereto (the "Series F Investors"), is
made as of September 7, 1999 by and among the Company, Harris Corporation, the
Purchasers, the Series E Investors, the Series F Investors and the Series G
Preferred Stockholders listed on Exhibit C hereto (the "Series G Investors").
Capitalized terms used but not defined herein have the meanings ascribed to such
terms in the "Stock Purchase Agreement" (as defined below).

                                   WITNESSETH:

WHEREAS, pursuant to those certain Confidential Stock Purchase Agreements, dated
as of the date hereof, among the Company and the Series G Investors (each a
"Stock Purchase Agreement"), the Series G Investors have purchased 230,679,231
shares of Series G Preferred Stock, in the aggregate (such shares of Series G
Preferred Stock, together with the "Common Stock" (as defined below) into which
such shares of Series G Preferred Stock are convertible, are hereinafter
referred to collectively as the "Series G Registrable Securities");

WHEREAS, it is a condition precedent to the Series G Investors making the
investments contemplated by the Stock Purchase Agreement that the Company grant
to the Series G Investors certain registration rights with respect to the Series
G Registrable Securities as provided herein; and

WHEREAS, the parties hereto desire to amend and restate the Restated Agreement
as provided herein and by executing this Agreement consent to the terms and
provisions hereof;

NOW, THEREFORE, in consideration of the mutual agreements herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

                                    ARTICLE I

                                   Definitions

<PAGE>

     1.1  Definitions. Unless otherwise defined herein, capitalized terms used
in this Agreement shall have the meanings set forth in the Stock Purchase
Agreement. The following capitalized terms shall have the following meanings:

          "1999 Note Purchase Agreements" shall mean, collectively, the
Convertible Note and Warrant Purchase Agreements, dated as of June 11, 1999 or
August 2, 1999, among the Company and certain of the Purchasers, individually,
pursuant to which such Purchasers purchased (i) Notes in an aggregate principal
amount equal to $6,338,187.06, which are convertible into shares of Series G
Preferred Stock and (ii) Warrants to purchase shares of Common Stock (the
"Warrants").

          "Affiliate" means, as to any person, any other person that,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such person. For purposes of this definition, "control" of a
person means the power, directly or indirectly, either to (i) vote 30% or more
of the securities having ordinary voting power for the election of directors of
such person or (ii) direct or cause the direction of the management and policies
of' such person, whether by contract or otherwise.

          "Board" shall mean the Board of Directors of the Company.

          "Commission" shall mean the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act.

          "Common Stock" shall mean the Company's Common Stock, par value $.001
per share.

          "Convertible Securities" shall mean the Series E Convertible
Securities, the Series F Convertible Securities and the Series G Convertible
Securities.

          "Form S-3" shall mean a Registration Statement on Form S-3, or any
substantially similar form then in effect, under the Securities Act.

          "Harris" means Harris Corporation, a Delaware corporation, together
with any subsidiaries of Harris to which it assigns, in whole or in part, its
rights and/or obligations hereunder, provided that (a) Harris Corporation and
any such subsidiaries shall be treated as a single person for purposes of this
Agreement and (b) Harris Corporation shall be conclusively presumed to be
authorized to act on behalf of any such subsidiaries.

          "Harris Warrant" means the Series E Preferred Stock Purchase Warrant,
dated September 12, 1997, issued by the Company to Harris with respect to
11,229,697.04 shares of Series E Preferred Stock, as such Warrant may be amended
from time to time.

          "Holder" shall mean any holder of outstanding Restricted Securities

          "Initiating Holder(s)" shall mean (i) any Holder or Holders who in the
aggregate hold (a) at least twenty-five percent (25%) of the Series E
Registrable Securities, (b) at least

<PAGE>

twenty-five percent (25%) of the Series F Registrable Securities, or (c) at
least twenty-five percent (25%) of the Series G Registrable Securities, and (ii)
each Significant Holder.

          "Key Management" shall mean, at any time, any director or executive
officer of the Company at such time.

          "Material Adverse Event" shall mean an occurrence having a consequence
that either (i) is materially adverse as to the business, properties, prospects
or financial condition of the Company or (ii) is reasonably foreseeable, has a
reasonable likelihood of occurring, and if it were to occur might materially
adversely effect the business, properties, prospects or financial condition of
the Company.

          "Notes" shall mean those certain Convertible Promissory Notes in an
aggregate principal amount equal to $6,338,187.06, dated as of June 11, 1999 or
August 2, 1999, and executed by the Company, as such Notes may be amended from
time to time.

          "Prior Series Agreement" shall mean the Company's Second Amended and
Restated Shareholders' and Registration Rights Agreement dated as of April 16,
1997 exercised in connection with the Series A, Series B, Series C and Series D
Voting Convertible Preferred Stock.

          "Purchaser" shall have the meaning ascribed to such term in the first
paragraph hereof.

          "Purchaser Securities" shall mean the Notes, the Warrants, the shares
of Series G Preferred Stock into which the Notes are convertible and any shares
of Common Stock into which such shares of Series G Preferred Stock are
convertible.

          "Qualified Public Offering" shall mean the consummation of a firm
commitment public offering of Common Stock, underwritten by an underwriter
reasonably acceptable to the holders of a majority of the then outstanding
voting power of the Senior Preferred Stock, voting together as a single class,
registered under the Securities Act, other than a registration relating solely
to a transaction under Rule 145 under the Securities Act (or any successor
thereto) or to an employee benefit plan of the Company, in which (i) the
aggregate sales price to the Company of which (before deduction of underwriting
discount, commissions and expenses of sale) is not less than $20,000,000, and
(ii) the product of the price per share paid by the public for the Common Stock
sold in such offering, multiplied by the number of shares of Common Stock
outstanding immediately after such offering, is not less than $220,000,000.

          The terms "Register", "Registered", and "Registration" refer to a
registration effected by preparing and filing a Registration Statement, and the
declaration or ordering of the effectiveness of such Registration Statement.

          "Registrable Securities" shall mean (i) all Common Stock issued or
issuable upon conversion of any of the Convertible Securities, other than Common
Stock sold pursuant to a Registration Statement, (ii) any securities of the
Company deemed to be Registrable Securities as provided in Section 2.7 of this
Agreement, and (iii) all Common Stock, other than Common

<PAGE>

Stock sold pursuant to a Registration Statement, issued or issuable upon (a) the
exercise of any Warrant; (b) the exercise of the conversion rights set forth in,
or automatic conversion of, any Note; or (c) the exercise of conversion rights
in respect of, or automatic conversion of, any other Purchaser Securities.

          "Registration Expenses" shall mean all expenses incurred by the
Company in complying with Article II of this Agreement, including, without
limitation, all federal and state registration, qualification and filing fees,
printing expenses, fees and disbursements of counsel for the Company and one
special counsel (if different from counsel for the Company) for the Holders
participating in any such Registration, blue sky fees and expenses, and the
expense of any special audits incident to or required by any such Registration.

          "Restricted Securities" shall mean the Convertible Securities and the
Registrable Securities.

          "Registration Statement" shall mean a registration statement in
compliance with the Securities Act.

          "Securities Act" shall mean the Securities Act of 1933, as amended, or
any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

          "Selling Expenses" shall mean all underwriting discounts and selling
commissions applicable to the sale of Registrable Securities pursuant to this
Agreement.

          "Senior Preferred Stock" shall mean, collectively, the Series E
Preferred Stock, the Series F Preferred Stock and the Series G Preferred Stock.

          "Series E Convertible Securities" shall mean the Series E Preferred
Stock, the Harris Warrant and the shares of Series E Preferred Stock issuable
upon exercise of the Harris Warrant.

          "Series E Preferred Stock" shall mean the 543,624,378 issued and
outstanding shares of Series E Senior Voting Convertible Preferred Stock, par
value $0.01 per share.

          "Series E Registrable Securities" shall mean all Registrable
Securities issued or issuable upon conversion of any of the Series E Convertible
Securities.

          "Series F Convertible Securities" shall mean the Series F Preferred
Stock.

          "Series F Preferred Stock" shall mean the 283,471,155 issued and
outstanding shares of Series F Senior Voting Convertible Preferred Stock, par
value $0.01 per share.

          "Series F Registrable Securities" shall mean all Registrable
Securities issued or issuable upon conversion of any of the Series F Convertible
Securities.

          "Series G Convertible Securities" shall mean the Series G Preferred
Stock.

<PAGE>

          "Series G Preferred Stock" shall mean the _________ issued and
outstanding shares of Series G Senior Voting Convertible Preferred Stock, par
value $0.01 per share.

          "Series G Registrable Securities" shall mean all Registrable
Securities issued or issuable upon conversion of any of the Series G Convertible
Securities.

          "Significant Holder" shall mean (i) each person or group of related
persons under common ownership or management control (such persons, "Related
Persons") that purchased on or before September 12, 1997 and continues to own
shares of Series E Preferred Stock with an aggregate Stated Value of not less
than $3,000,000; (ii) the initial transferee or assignee (whether a single
person or a group of Related Persons) of Series E Preferred Stock with an
aggregate Stated Value of not less than $3,000,000 from a Significant Holder
described in clause (i); (iii) the purchaser of the Company's Senior Secured
Convertible Promissory Note and Series E Preferred Stock Purchase Warrant issued
on September 15, 1997 and September 12, 1997, respectively, both of which are
exercisable for Series E Preferred Stock (collectively, the "Series E Rights"),
including entities controlling, controlled by, and under common control with,
such purchaser (collectively, the "Series E Rights Holder"); provided that the
Series E Rights Holder (x) continues to own Series E Preferred Stock, or Series
E Rights exercisable for shares of Series E Preferred Stock, with an aggregate
Stated Value of at least $1,000,000 and (y) does not have any transferee or
assignee that qualifies as a Significant Holder under clause (iv); and (iv) one
initial transferee or assignee (whether a single person or a group of Related
Persons) of the Series E Rights Holder that owns shares of Series E Preferred
Stock, or Series E Rights exercisable for shares of Series E Preferred Stock,
with an aggregate Stated Value of at least $1,000,000.

          "Significant Investor" shall have the meaning set forth in the Stock
Purchase Agreement.

          "Warrants" shall have the meaning ascribed to such term in the
definition of the 1999 Note Purchase Agreements.

                                   ARTICLE II

                               Registration Rights

    2.1   Demand Registration.

          (a) Request for Registration on Form Other than Form S-3. Subject to
the terms of this Agreement, in the event that the Company shall receive from
Initiating Holder(s) at any time after the earlier of (i) September 13, 2000, or
(ii) three (3) months after the effective date of a Qualified Public Offering
(provided that, if so required in writing by the underwriter(s) of the Qualified
Public Offering, such three-month period may be extended to a period not to
exceed the greater of (I) the length of the lock-up period imposed on members of
senior management of the Company in connection with the Qualified Public
Offering and (II) six (6) months, provided further that if such three-month
period is so extended, the Company shall use its reasonable best efforts to
arrange for the Registration provided for in this Section 2.1(a) to be

<PAGE>

effective at or before the end of such extended period), a written request that
the Company effect a Registration with respect to all or a part of the
Registrable Securities of such Initiating Holder(s) on a form other than Form
S-3 for an offering of (x) in the case of a request delivered by Initiating
Holder(s), other than a Significant Holder of at least twenty-five percent (25%)
of the then outstanding Series E Registrable Securities, at least twenty-five
percent (25%) of the then outstanding Series F Registrable Securities or at
least twenty-five percent (25%) of the then outstanding Series G Registrable
Securities, or (y) in the case of a request from an Initiating Holder who is a
single Significant Holder, at least fifty percent (50%) of the then outstanding
Registrable Securities represented by Convertible Securities owned by such
Significant Holder, the Company shall (A) promptly give written notice of the
proposed Registration to all other Holders and (B) as soon as practicable, use
its best efforts to effect Registration of the Registrable Securities specified
in such request of the Initiating Holder(s), together with any Registrable
Securities of any Holder joining in such request as are specified in a written
request given within twenty (20) business days after written notice from the
Company. The Company shall not be obligated to take any action to effect any
such Registration pursuant to this Section 2.1(a) (i) except as provided above,
within the three (3) to six (6) months period referred to in the first sentence
of this Section 2.1(a) or (ii) after the Company has effected two (2) such
Registrations pursuant to this Section 2.1(a) in which the Company has not
Registered securities for its own account and such Registrations have been
declared effective. If the number of Registrable Securities proposed to be
Registered by the Initiating Holder(s) is reduced pursuant to Section
2.1(e)(iii), such Registration shall not count toward the limit of two (2)
Registrations referred to in the preceding sentence.

          (b) Right of Deferral of Registration on Form Other than Form S-3. If
the Company shall furnish to all such Holders who joined in the request for any
Registration pursuant to Section 2.1(a) a certificate signed by the President of
the Company stating that, in the good faith judgment of the Board, it would be
detrimental to the Company for any Registration to be effected as requested
under Section 2.1(a), the Company shall have the right to defer the filing of a
Registration Statement with respect to such requested Registration for a period
of not more than one hundred twenty (120) days from delivery of the request of
the Initiating Holders; provided, however, that the Company may not utilize this
right more than once in any twelve-month period.

          (c) Request for Registration on Form S-3. Subject to the terms of this
Agreement, in the event that the Company receives from one or more Initiating
Holders a written request that the Company effect any Registration on Form S-3
(or any successor form to Form S-3 regardless of its designation) at a time when
the Company is eligible to Register securities on Form S-3 (or any successor
form to Form S-3 regardless of its designation) for an offering of Registrable
Securities, the Company will promptly give written notice of the proposed
Registration to all other Holders and will as soon as practicable use its best
efforts to effect Registration of the Registrable Securities specified in such
request, together with all of such Registrable Securities of any Holder joining
in such request as are specified in a written request delivered to the Company
within twenty (20) business days after written notice from the Company of the
proposed Registration on Form S-3. There shall be no limit to the number of
occasions on which the Company shall be obligated to effect Registration under
this

<PAGE>

Section 2.1(c), but the Company shall not be required to effect more than two
(2) such Registrations in any calendar year.

          (d) Registration of Other Securities in Demand Registration. Any
Registration Statement filed pursuant to the request of the Initiating Holders
under this Article II may, subject to the provisions of Sections 2.1(e) and 2.7,
include securities of the Company other than Registrable Securities, including,
without limitation, any securities that the Company is required or permitted to
register pursuant to any other registration rights agreement.

          (e) Underwriting in Demand Registration.

              (i)   Notice of Underwriting. If the Initiating Holders intend to
distribute the Registrable Securities covered by the request by means of an
underwriting, they shall so advise the Company, as a part of their request made
pursuant to this Article II, and the Company shall include such information in
the written notice referred to in Section 2.1(a) or (c). The right of any Holder
to Registration pursuant to this Section 2.1 shall be conditioned upon such
Holder's agreement to participate in such underwriting and the inclusion of such
Holder's Registrable Securities in the underwriting.

              (ii)  Selection of Underwriter in Demand Registration. The Company
shall (together with all Holders proposing to distribute their Registrable
Securities through such underwriting) enter into an underwriting agreement with
the representative ("Underwriter's Representative") of the underwriter or
underwriters selected for such underwriting by the Holders of a majority of the
Registrable Securities being Registered pursuant to the written request of the
Initiating Holders or Significant Holder, as the case may be, and agreed to by
the Company, which agreement shall not be unreasonably withheld.

              (iii) Marketing Limitation in Demand Registration. In the event
the Underwriter's Representative advises the Initiating Holders or Significant
Holder, as the case may be, in writing that market factors (including, without
limitation, the aggregate number of shares of Common Stock requested to be
Registered, the general condition of the market, and the status of the persons
proposing to sell securities pursuant to the Registration) require a limitation
of the number of shares to be underwritten, then the Company will include in
such Registration, first Registrable Securities requested to be included in the
Registration by Holders, second securities proposed by any member of Key
Management to be sold for his/her own account, third securities proposed by the
Company to be sold for its own account or for the account of others at the
Company's request, and fourth securities to be included in such Registration
pursuant to the Prior Series Agreement, each pro rata based upon the number of
shares of such securities proposed to be sold and so requested to be included
such that such Registration does not exceed the Underwriter's Representative's
limit. No Registrable Securities or other securities excluded from the
underwriting by reason of this Section 2.1(e)(iii) shall be included in such
Registration Statement.

              (iv)  Right of Withdrawal in Demand Registration. If any Holder of
Registrable Securities, or a holder of other securities entitled (upon request)
to be included in such Registration, disapproves of the terms of the
underwriting, such person may elect to

<PAGE>

withdraw therefrom by written notice to the Company, the underwriter and the
Initiating Holders delivered at least seven (7) days prior to the effective date
of the Registration Statement. The securities so withdrawn shall also be
withdrawn from the Registration Statement.

          (f) Blue Sky in Demand Registration. In the event of any Registration
pursuant to Section 2.1, the Company will exercise its best efforts to Register
and qualify the securities covered by the Registration Statement under such Blue
Sky or other securities laws of such jurisdictions as shall be reasonably
appropriate for the distribution of such securities; provided, however, that (i)
the Company shall not be required to qualify to do business or to file a general
consent to service of process in any such states or jurisdictions, and (ii)
notwithstanding anything in this Agreement to the contrary, in the event any
jurisdiction in which the securities shall be qualified imposes a non-waivable
requirement that expenses incurred in connection with the qualification of the
securities be borne by selling stockholders, such expenses shall be payable pro
rata by selling stockholders.

     2.2  Piggyback Registration.

          (a) Notice of Piggyback Registration and Inclusion of Registrable
Securities. Subject to the terms of this Agreement, in the event the Company
decides to Register any of its securities (either for its own account or the
account of a security holder other than pursuant to a demand Registration) on a
form that would be suitable for a Registration involving Registrable Securities,
the Company will (i) promptly give each Holder written notice thereof (which
shall include a list of the jurisdictions in which the Company intends to
attempt to qualify such securities under the applicable Blue Sky or other state
securities laws) and (ii) include in such Registration (and any related
qualification under Blue Sky laws or other compliance), and in any underwriting
involved therein, all the Registrable Securities specified in a written request
delivered to the Company by any Holder within fifteen (15) days after delivery
of such written notice from the Company.

          (b) Underwriting in Piggyback Registration.

              (i)   Notice of Underwriting in Piggyback Registration. If the
Registration of which the Company gives notice is for a Registered public
offering involving an underwriting, the Company shall so advise the Holders as a
part of the written notice given pursuant to Section 2.2(a). In such event, the
right of any Holder to Registration shall be conditioned upon such underwriting
and the inclusion of such Holder's Registrable Securities in such underwriting
to the extent provided in this Section 2.2. All Holders proposing to distribute
their securities through such underwriting shall (together with the Company and
the other holders distributing their securities through such underwriting) enter
into an underwriting agreement with the Underwriter's Representative for such
offering. The Holders shall have no right to participate in the selection of the
underwriters for an offering pursuant to this Section 2.2.

              (ii)  Marketing Limitation in Piggyback Registration. In the event
the Underwriter's Representative advises the Holders seeking Registration of
Registrable Securities pursuant to Section 2.2 in writing that market factors
(including, without limitation, the aggregate number of shares of Common Stock
requested to be Registered, the general condition of the

<PAGE>

market, and the status of the persons proposing to sell securities pursuant to
the Registration) require a limitation of the number of shares to be
underwritten, the Underwriter's Representative (subject to the allocation set
forth in Section 2.2(b)(iii)) may exclude some or all Registrable Securities
from such Registration and underwriting.

              (iii) Allocation of Shares in Piggyback Registration. In the event
that the Underwriter's Representative limits the number of shares to be included
in a Registration pursuant to Section 2.2(b)(ii), or shall otherwise require a
limitation of the number of shares to be included in the Registration, then the
Company will include in such Registration first securities proposed by the
Company to be sold for its own account; second securities included in such
Registration pursuant to the Prior Series Agreement, third Registrable
Securities requested to be included in the Registration by the Holders, and
fourth securities proposed by any member of Key Management to be sold for
his/her own account, each pro rata based upon the number of shares of such
securities proposed to be sold and so requested to be included such that such
Registration does not exceed the Underwriter's Representative's limit. No
Registrable Securities or other securities excluded from the underwriting by
reason of this Section 2.2(b)(iii) shall be included in the Registration
Statement.

              (iv)  Right of Withdrawal in Piggyback Registration. If any Holder
disapproves of the terms of any such underwriting, such person may elect to
withdraw therefrom by written notice to the Company and the underwriter
delivered at least seven (7) days prior to the effective date of the
Registration Statement. Any Registrable Securities or other securities excluded
or withdrawn from such underwriting shall be withdrawn from such Registration.

          (c) Blue Sky in Piggyback Registration. In the event of any
Registration of Registrable Securities pursuant this to Section 2.2, the Company
will exercise its best efforts to Register and qualify the securities covered by
the Registration Statement under such other securities or Blue Sky laws of such
jurisdictions as shall be reasonably appropriate for the distribution of such
securities; provided, however, that (i) the Company shall not be required to
qualify to do business or to file a general consent to service of process in any
such states or jurisdictions, and (ii) notwithstanding anything in this
Agreement to the contrary, in the event any jurisdiction in which the securities
shall be qualified imposes a non-waivable requirement that expenses incurred in
connection with the qualification of the securities be borne by selling
stockholders, such expenses shall be payable pro rata by selling stockholders.

     2.3  Expenses of Registration. All Registration Expenses incurred in
connection with two (2) Registrations pursuant to Section 2.1(a), three (3)
Registrations pursuant to Section 2.1(e) (Form S-3), and all Registrations
pursuant to Section 2.2 shall be borne by the Company. Notwithstanding the
above, the Company shall not be required to pay for any expenses of any
Registration proceeding begun pursuant to Section 2.1 if the Registration
request is subsequently withdrawn at the request of the Holder(s) of a majority
of the Registrable Securities to be Registered (which Holders shall bear such
expenses), provided, however, that if at the time of such withdrawal, the
Holder(s) have learned of a Material Adverse Event not known to the Holders at
the time of their request, then the Holders shall not be required to pay any
such expenses. All Selling Expenses shall be borne by the holders of the
securities Registered pro rata on the basis of the number of shares Registered.

<PAGE>

     2.4  Registration Procedures. The Company will keep each Holder whose
Registrable Securities are included in any Registration pursuant to this
Agreement advised as to the initiation and completion of such Registration. At
its expense, the Company will (a) use its best efforts to keep such Registration
effective for a period of one hundred eighty (180) days (or if such Registration
is a shelf Registration, the first date upon which all Registrable Securities
covered by such shelf Registration Statement shall have been sold) or until the
Holder or Holders have completed the distribution described in the Registration
Statement relating thereto, whichever first occurs; and (b) furnish such number
of prospectuses (including preliminary prospectuses) and other documents as a
Holder from time to time may reasonably request. In connection with any
Registration pursuant to this Agreement, the Holder(s) participating therein
shall have the right to obtain copies of, and letters permitting them to rely
upon, any of the following delivered to the underwriter(s) or the Company: (a)
any comfort letter(s) delivered by the Company's independent public accountants,
(b) any opinion(s) delivered by the Company's counsel and (c) any officers'
certificate(s) delivered by the Company.

     2.5  Information Furnished by Holder. It shall be a condition precedent of
the Company's obligations under this Agreement that each Holder of Registrable
Securities included in any Registration furnish to the Company such information
regarding such Holder and the distribution proposed by such Holder or Holders as
the Company may reasonably request.

     2.6  Indemnification.

          (a) Company's Indemnification of Holders. To the extent permitted by
law, the Company will indemnify each Holder, each of its officers, directors,
managers and constituent partners and members, legal counsel for the Holders,
and each person controlling such Holder, with respect to which Registration,
qualification or compliance of Registrable Securities has been effected pursuant
to this Agreement, and each underwriter, if any, and each person who controls
each such underwriter (collectively, "Holder Indemnitees"), against all claims,
losses, damages or liabilities (or actions in respect thereof) to the extent
such claims, losses, damages or liabilities arise out of or are based upon any
untrue statement (or alleged untrue statement) of a material fact contained in
any prospectus or other document (including any related Registration Statement)
incident to any such Registration, qualification or compliance, or are based on
any omission (or alleged omission) to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading, or
any violation by the Company of any title or regulation promulgated under the
Securities Act applicable to the Company and relating to action or inaction
required of the Company in connection with any such Registration, qualification
or compliance, and the Company will reimburse each such Holder Indemnitee, for
any legal and any other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or action;
provided, however, that the indemnity contained in this Section 2.6(a) shall not
apply to amounts paid in settlement of any such claim, loss, damage, liability
or action if settlement is effected without the consent of the Company (which
consent shall not unreasonably be withheld); and provided, further, that the
Company will not be liable in any such case to the extent that any such claim,
loss, damage, liability or expense arises out of or is based upon any untrue
statement or omission based upon written information furnished to the Company by
such Holder Indemnitee about such Holder Indemnitee for use in connection with
the offering of securities of the Company.

<PAGE>

          (b) Holders' Indemnification of Company. To the extent permitted by
law, each Holder will, if Registrable Securities held by such Holder are
included in the securities as to which such Registration, qualification or
compliance is being effected pursuant to this Agreement, indemnify the Company,
each of its directors and officers, each legal counsel and independent
accountant of the Company, each underwriter, if any, of the Company's securities
covered by such a Registration Statement, each person who controls the Company
or such underwriter within the meaning of the Securities Act, and each other
such Holder, each of its officers, directors, managers and constituent partners
and members and each person controlling such other Holder (collectively,
"Company Indemnitees"), against all claims, losses, damages and liabilities (or
actions in respect thereof) arising out of or based upon any untrue statement
(or alleged untrue statement) of a material fact obtained from such Holder and
contained in any such Registration Statement, prospectus, offering circular or
other document, or any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or any violation by such Holder of any rule or
regulation promulgated under the Securities Act applicable to such Holder and
relating to action or inaction required of such Holder in connection with any
such Registration, qualification or compliance; and will reimburse the Company
Indemnitees for any legal and any other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability or action, in each case to the extent, but only to the extent, that
such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, prospectus, offering circular
or other document in reliance upon and in conformity with written information
furnished to the Company by such Holder about such Holder and stated to be
specifically for use in connection with the offering of securities of the
Company, provided, however, that each Holder's liability under this Section
2.6(b) shall not exceed such Holder's proceeds from the offering of securities
made in connection with such Registration net of any reasonably determined
selling expenses for the account of such Holder.

          (c) Indemnification Procedure. Promptly after receipt by an
indemnified party under this Section 2.6 of notice of the commencement of any
action, such indemnified party will, if a claim in respect thereof is to be made
against an indemnifying party under this Section 2.6, notify the indemnifying
party in writing of the commencement thereof and generally summarize such
action. The indemnifying party shall have the right to participate in and to
assume the defense of such claim; provided, however, that the indemnifying party
shall be entitled to select counsel for the defense of such claim with the
approval of any parties entitled to indemnification, which approval shall not be
unreasonably withheld; provided further, however, that if either party
reasonably determines that there may be a conflict between the position of the
indemnifying party and the indemnified party in conducting the defense of such
action, suit or proceeding by reason of recognized claims for indemnity under
this Section 2.6, then counsel for such party shall be entitled to conduct the
defense to the extent reasonably determined by such counsel to be necessary to
protect the interest of such party. The failure to notify an indemnifying party
promptly of the commencement of any such action, if prejudicial to the ability
of the indemnifying party to defend such action, shall relieve such indemnifying
party, to the extent so prejudiced, of any liability to the indemnified party
under this Section 2.6, but the omission so to notify the indemnifying party
will not relieve such party of any liability that such party may have to any
indemnified party otherwise other than under this Section 2.6.

<PAGE>

       2.7 Limitations on Registration Rights Granted to Other Securities. From
and after the date of this Agreement, without the consent of the Holders of at
least (i) a majority of the Series E Registrable Securities, voting as a
separate single class on the basis of one vote for each share of Series E
Preferred Stock then outstanding, (ii) the Holders of at least 66 2/3% of the
Series F Registrable Securities, voting as a separate single class on the basis
of one vote for each share of Series F Preferred Stock then outstanding, and
(iii) the Holders of at least 60% of the Series G Registrable Securities, voting
as a separate single class on the basis of one vote for each share of Series G
Preferred Stock then outstanding, the Company shall not enter into any agreement
with any holder or prospective holder of any securities of the Company providing
for the granting to such holder of any Registration rights except Registration
rights that are either subordinate or equivalent in all respects to those
granted under this Agreement. In the case of such equivalent rights, such
additional holders shall be added as parties to this Agreement with regard to
any or all securities of the Company held by them as to which Registration
rights are granted. Any such additional parties shall execute a counterpart of
this Agreement, and upon execution by such additional parties and by the
Company, shall be considered a Holder for all purposes of this Agreement. The
additional parties and the additional securities that shall be deemed to be
Registrable Securities hereunder shall be identified in such amendment.

       2.8 Transfer of Rights. The right to cause the Company to Register
securities granted by the Company to the Holders under Sections 2.1 and 2.2 may
be assigned by any Holder to a transferee or assignee of any Restricted
Securities or Registrable Securities not previously sold to the public;
provided, however, that (a) the Company must receive written notice at the time
of said transfer, stating the name and address of said transferee or assignee
and identifying the securities with respect to which such rights are being
assigned, and (b) the transferee or assignee of such rights must not be a person
deemed by the Board, in its best judgment, to be a competitor of the Company.

       2.9 Market Stand-off. The Holders hereby agree that, if so requested by
the Company and the Underwriter's Representative (if any), no Holder shall sell
or otherwise transfer any Registrable Securities or other securities of the
Company during the ninety (90) day period following the effective date of a
Registration Statement of the Company filed under the Securities Act (provided
that if so required in writing by the underwriter(s) of the offering to which
such Registration Statement relates, such 90-day period may be extended to a
period not to exceed the greater of (a) the length of the lock-up period imposed
on members of senior management of the Company in connection with such offering
or (b) one hundred eighty (180) days) provided that such restriction shall only
apply to the first two (2) Registration Statements of the Company to become
effective which include securities to be sold on behalf of the Company to the
public in an underwritten offering.

       2.10 No Action Letter in Lieu of Registration; Conversion of Preferred
Stock. Notwithstanding anything else in this Agreement to the contrary, if the
Company shall have obtained from the Commission a "no-action" letter addressed
to the Company in which the Commission has indicated that it will take no action
if, without Registration under the Securities Act, any Holder disposes of
Registrable Securities covered by any request for Registration made under this
Agreement in the specific manner in which such Holder proposes to dispose of the
Registrable Securities included in such request (such as including, without
limitation, the

<PAGE>

inclusion of such Registrable Securities in an underwriting initiated by either
the Company or the Holders), the shares included in such request shall not be
eligible for Registration under this Agreement; provided, however, that any
Registrable Securities not so disposed of shall be eligible for Registration in
accordance with the terms of this Agreement with respect to other proposed
dispositions to which this Section 2.10 does not apply. The Registration rights
of the Holders of the Convertible Securities set forth in this Agreement are
conditioned upon the conversion of the shares of Convertible Securities with
respect to which Registration is sought into Common Stock on or before the
effective date of the Registration Statement. The Registration rights of the
Holders of the Harris Warrant set forth in this Agreement are conditioned upon
the exercise of the Harris Warrant in accordance with their terms and the
conversion of the shares of Series E Preferred Stock received by such Holders
upon such exercise with respect to which Registration is sought into Common
Stock on or before the effective date of the Registration Statement.

       2.11 Sale of Convertible Securities to Underwriter. Notwithstanding any
provision in this Agreement to the contrary, in lieu of converting any
Convertible Securities prior to the effective date of any Registration Statement
filed pursuant to this Agreement, the holder of such Convertible Securities may
sell such Convertible Securities to the underwriters of the offering being
Registered upon the undertaking of such underwriters to convert the Convertible
Securities on or prior to the closing date of the offering. The Company agrees
to cause the Common Stock issuable on the conversion of the Convertible
Securities to be issued within such time period as will permit the underwriters
to make and complete the distribution contemplated by the underwriting.

       2.12 Rule 144 Requirements. Immediately after the date on which a
Registration Statement filed by the Company under the Securities Act becomes
effective, the Company shall undertake to make publicly available, and available
to the Holders of Registrable Securities, such information as is necessary to
enable the holders of Registrable Securities to make sales of Registrable
Securities pursuant to Rule 144 of the Commission under the Securities Act. The
Company shall furnish to any holder of Registrable Securities, upon request, a
written statement executed by the Company as to the steps it has taken to comply
with the current public information requirements of Rule 144.

       2.13 Termination of Company Agreements. The Registration rights set forth
in Sections 2.1 and 2.2 shall terminate seven (7) years after the effective date
of the Company's Registration Statement filed in connection with the Company's
first Qualified Public Offering or, as to any Holder that is not an "affiliate"
of the Company (as such term is defined in Rule 144), at any time following the
effective date of the Company's first Qualified Public Offering when such Holder
is entitled to sell all of such Holder's Registrable Securities (without any
limitation on the volume of sales) pursuant to Rule 144(k) of the Commission
under the Securities Act.

<PAGE>

                                   ARTICLE III

                     Voting Agreements and Certain Rights of
           Holders of Series E, Series F and Series G Preferred Stock

       3.1 Election of Members of Board of Directors. Pursuant to the Company's
Certificate of Incorporation, Holders of Series E Preferred Stock and Series F
Preferred Stock, voting together as a separate single class, on the basis of one
vote for each share of Series E Preferred Stock and Series F Preferred Stock
then outstanding, have the right to elect six (6) directors out of nine (9) of
the Board, provided, however, if the Company has not consummated a Qualified
Public Offering on or before September 7, 2000, then (x) the number of members
of the Board shall be eleven (11); and (y) the Holders of (i) Series E Preferred
Stock and Series F Preferred Stock, voting together as a separate single class,
on the basis of one vote for each share of Series E Preferred Stock and Series F
Preferred Stock then outstanding, shall have the right to elect six of the
eleven directors, and (ii) Series G Preferred Stock, voting as a separate single
class, on the basis of one vote for each share of Series G Preferred Stock then
outstanding, shall have the right to elect one of the eleven directors. Each
Holder of Series E Preferred Stock and Series F Preferred Stock voting together
as a single class, agrees that, until such time as a Qualified Public Offering,
it shall vote to elect, as one of the directors that Holders of Series E
Preferred Stock and Series F Preferred Stock voting together as a single class
are entitled to elect, (a) the individual that serves as Chief Executive Officer
of the Company from time to time, (b) any individual nominated for election to
the Board of Directors of the Company by a Significant Holder, (c) any
individual nominated for election to the Board of Directors of the Company by
SCP (but only for so long as SCP and CIP Capital L.P. and their affiliates
continue to own Series E Preferred Stock with an aggregate Stated Value of at
least $3,000,000); (d) any individual nominated for election to the Board of
Directors of the Company by Adams (but only for so long as Fostin Capital
Associates II and Adams and their affiliates continue to own Series E Preferred
Stock with an aggregate Stated Value of at least $3,000,000); and (e) any
individual nominated for election to the Board of Directors of the Company by
Tandem PCS Investments, L.P. ("Tandem Designee") (but only for so long as Tandem
and its affiliates continue to own Series F Preferred Stock with an aggregate
Stated Value of at least $3,000,000). This Section 3.1 shall terminate upon the
consummation of a Qualified Public Offering.

       3.2 Board Visitation Rights of Significant Holders. Until such time as a
Significant Holder chooses to nominate a member of the Board of Directors of the
Company as provided in Section 3.1, each Significant Holder shall have the
right, at its option exercised by written notice to the Company, to (a) require
the Company to give it reasonable advance written notice of all meetings of the
Board, (b) obtain on a confidential basis copies of all materials distributed to
members of the Board, and (c) have a representative of the Significant Holder
observe, but not participate in, meetings of the Company's Board.

         3.3 Board Visitation Rights of Significant Investor. So long as the
Holders who are Affiliates of the Significant Investor hold at least 50%, in the
aggregate, of the Series G Preferred Stock issued by the Company to such Holders
on the date hereof, the Significant Investor shall have the right, at its option
exercised by written notice to the Company, to (a) require the Company to give
it reasonable advance written notice of all meetings of the Board, (b) obtain on

<PAGE>

a confidential basis copies of all materials distributed to members of the
Board, and (c) have a representative appointed by it observe, but not
participate in, meetings of the Company's Board.

       3.4 Other Voting Agreements. So long as there exists a Significant
Holder, Holders of Series E Preferred Stock shall not waive any right that may
be waived by, or vote in favor of any matter that requires the affirmative vote
of (i) sixty percent (60%) of the voting power of the then outstanding Series E
Preferred Stock, or (ii) sixty percent (60%) of the voting power of the then
outstanding Series E Preferred Stock, Series F Preferred Stock and Series G
Preferred Stock, voting together as a single class, unless such waiver or
affirmative vote is consented to in writing by each Significant Holder.

       3.5 Agreement Binding on Transferees. In the event of any transfer of
shares of any Senior Preferred Stock or Registrable Securities, the transferee
shall become party to this Agreement, shall agree to perform all of the
obligations of the transferring party and shall execute, acknowledge and deliver
to the Company and each Significant Holder, if any, such instruments of
transfer, assignment and assumption of such other certificates, representations,
and documents and shall perform all other acts that the Company may deem
necessary or desirable, to confirm that the transferee has accepted, assumed,
and agreed to be subject to, all of the terms, obligations and conditions of
this Agreement. The Company shall refuse to record on its stock transfer records
any transfer of any Senior Preferred Stock or Registrable Securities that does
not comply with this Section 3.5.

       3.6 Pre-Emptive Rights. Article IV.C.9 of the Company's Certificate of
Incorporation provides that the holder of the Harris Warrant shall have the same
pre-emptive rights as holders of Series E Preferred Stock. Each Holder of Series
E Preferred Stock acknowledges and agrees to the existence of such pre-emptive
rights, which have the effect of reducing the pre-emptive rights such Holders
would otherwise have prior to exercise of the Harris Warrant for Series E
Preferred Stock.

       3.7 Further Assurances. The Company and each party to this Agreement
shall take such steps as may be necessary, in the judgment of the Company or any
Significant Holder, to ensure that the rights intended to be conferred by this
Article III shall be enforceable and implemented as provided herein.

       3.8 Legends. So long as this Agreement shall remain in effect, all
certificates representing outstanding shares of Series E Preferred Stock and
Series F Preferred Stock shall be endorsed with substantially the following
legend (such legend has previously been or is simultaneously with the execution
hereof being endorsed on the certificates representing the shares of Series E
and Series F Preferred Stock to be issued on the date hereof):

               The shares represented by this certificate, and all rights
               represented by such shares, are subject to, and restricted by,
               the terms of an Agreement Among Series E and Series F Preferred
               Stockholders and Senior Registration Rights Agreement (the
               "Agreement") between the Company and certain of its stockholders,
               as the same may be amended from time to time, a copy of which
               Agreement is

<PAGE>

                  on file at the principal office of the Company and will be
                  provided to stockholders upon request and without charge. The
                  Agreement includes, among other things, certain voting
                  agreements among holders of the Series E and Series F
                  Preferred Stock. Any person that wishes to become the owner of
                  this certificate or the shares which it represents, or to
                  obtain any interest in such certificate or shares, shall agree
                  to become bound by the provisions by the Agreement.

         So long as this Agreement shall remain in effect, all certificates
representing outstanding shares of Series G Preferred Stock shall be endorsed
with substantially the following legend (such legend has previously been or is
simultaneously with the execution hereof being endorsed on the certificates
representing the shares of Series G Preferred Stock to be issued on the date
hereof):

                  The shares represented by this certificate, and all rights
                  represented by such shares, are subject to, and restricted by,
                  the terms of a Second Amended and Restated Agreement Among
                  Series E, Series F and Series G Preferred Stockholders and
                  Senior Registration Rights Agreement (the "Agreement") between
                  the Company and certain of its stockholders, as the same may
                  be amended from time to time, a copy of which Agreement is on
                  file at the principal office of the Company and will be
                  provided to stockholders upon request and without charge. The
                  Agreement includes, among other things, certain voting
                  agreements among holders of the Company's Series E Preferred
                  Stock, the Series F Preferred Stock and the Series G Preferred
                  Stock. Any person that wishes to become the owner of this
                  certificate or the shares which it represents, or to obtain
                  any interest in such certificate or shares, shall agree to
                  become bound by the provisions by the Agreement.

         3.9 Purchase of Employee Shares. So long as the Holders who are
Affiliates of the Significant Investor hold at least 50%, in the aggregate, of
the Series G Preferred Stock issued by the Company to such Holders on the date
hereof, except for repurchases by the Company of the Company's equity securities
held by employees of the Company (collectively, "Employee Shares") pursuant to
(a) the Company's exercise of its rights of first refusal, or (b) the
termination for cause of an employee of the Company, the Company shall not
repurchase any Employee Shares for an aggregate purchase price in excess of
$100,000 in any calendar year without the prior written consent of the holders
of at least sixty percent (60%) of the Series G Preferred Stock outstanding
immediately prior to such repurchase.

<PAGE>
                                   ARTICLE IV

                              Agreement Conventions

     4.1 Independent Contractor. Each party hereto is an independent contractor,
and nothing contained in this Agreement shall be construed to be inconsistent
with this relationship or status. Nothing in this Agreement shall be in any way
construed to constitute any party as the agent, employee, or representative of
the other. As an independent contractor, each party has relied on its own
expertise or the expertise of its legal, financial, technical of other advisors.

     4.2 No Partnership or Joint Venture Intended. The parties expressly do not
intend hereby to form a partnership under any state partnership or limited
partnership act or a joint venture. The parties do not intend to be partners or
joint venturers with one another, or partners or joint venturers as to any third
party. No party owes a fiduciary duty to the others.

     4.3 No Other Duties. The only duties and obligations of the parties are as
specifically set forth in this Agreement, and no other duties or obligations
shall be implied in fact, law or equity, or under any principle of fiduciary
obligation.

     4.4 Reliance on Counsel and Other Advisors. Each party has consulted such
legal, financial, technical or other expert as it deems necessary or desirable
before entering into this Agreement. Each party represents and warrants that it
has read, knows, understands and agrees with the terms and conditions of this
Agreement.

     4.5 Notices. All notices, requests, consents and other communications
required or permitted under this Agreement shall be in writing (including telex,
telecopy and telegraphic communication) and shall be (as elected by the person
giving such notice) hand delivered by messenger or courier service,
telecommunicated, or mailed (airmail if international) by registered or
certified mail (postage prepaid), return receipt requested, addressed to the
parties as specified below:

                     If to the Company:      AirNet Communications Corporation
                                             100 Rialto Place, Suite 300
                                             Melbourne, FL 32934
                                             Attention: President and CEO
                                             Facsimile: (407) 676-9914

                     With a copy to:         Edwards & Angell, LLP
                                             250 Royal Palm Way, Suite 300
                                             Palm Beach, FL 33480
                                             Attention: John G. Igoe
                                             Facsimile: (561) 655-8719

<PAGE>

                       If to Harris:         Harris Corporation
                                             1025 W. NASA Boulevard
                                             Melbourne, FL 32919
                                             Attention: Corporate Secretary
                                             Facsimile: (407) 727-9222

                       If to the Holders:    To their address in the stock
                                             records of the Company.

The Company will provide such addresses to any Holder upon written request if
the request is for the purpose of sending notices to the Holders under this
Agreement, or to such other address as any party may designate by notice
complying with the terms of this Section 4.5. Each such notice shall be deemed
delivered: (a) on the date delivered if by personal delivery; (b) on the date of
transmission with confirmed answer back if by telex, telecopy or other
telegraphic communication; and (c) on the date upon which the return receipt is
signed or delivery is refused or the notice is designated by the postal
authorities as not deliverable, as the case may be, if mailed.

     4.6 Governing Law. This Agreement shall in all respects be governed by, and
construed in accordance with, the laws (excluding conflict of laws rules and
principles) of the State of Delaware applicable to agreements made and to be
performed entirely within such State, including all matters of construction,
validity and performance.

     4.7 Entire Agreement. This Agreement constitutes the entire agreement of
the parties relating to the subject matter hereof and supersedes all prior
contracts or agreements, whether oral or written. There are no representations,
agreements, arrangements or understandings, oral or written, between or among
the parties relating to the subject matter of this Agreement which are not fully
expressed in this Agreement.

     4.8 Severability. Should any provision of this Agreement or the application
thereof to any person or circumstance be held invalid or unenforceable to any
extent: (a) such provision shall be ineffective to the extent, and only to the
extent, of such unenforceability or prohibition and shall be enforced to the
greatest extent permitted by law; (b) such unenforceability or prohibition in
any jurisdiction shall not invalidate or render unenforceable such provision as
applied (i) to other persons or circumstances or (ii) in any other jurisdiction;
and (c) such unenforceability or prohibition shall not affect or invalidate any
other provision of this Agreement.

     4.9 Amendment. Neither this Agreement nor any of the terms hereof may be
terminated, amended, supplemented or modified orally, but only by an instrument
in writing. Except as otherwise expressly provided herein, this Agreement may be
amended, modified and its provisions may be waived only in a writing by Holders
who are then a party to this Agreement holding at least 75% of the aggregate
number of shares of Common Stock issued or issuable upon conversion of any of
the Convertible Securities (including any securities of the Company deemed to be
Registrable Securities as provided in Section 2.7 of this Agreement), other than
Common Stock sold pursuant to a Registration Statement, provided that a copy of
any such

<PAGE>

amendment shall be mailed to each Holder who is then a party to this Agreement;
provided further no amendment, modification or waiver which materially adversely
affects the rights of less than all of the Holders shall be valid unless
approved in writing by all Holders who are then a party to this Agreement;
provided further that no amendment, modification or waiver which adversely
affects the rights of Significant Holders shall be valid unless approved in
writing by all Significant Holders who are then a party to this Agreement;
provided further that no amendment, modification or waiver which adversely
affects the rights of holders of Series F Preferred Stock or Series F
Registrable Securities shall be valid unless approved in writing by holders of
sixty-six and two-thirds percent (66-2/3%) of the Series F Registrable
Securities voting as a separate single class on the basis of one vote for each
share of Series F Registrable Securities then outstanding.

     4.10 Effect of Waiver or Consent. No waiver or consent, express or implied,
by any person to or of any breach or default by any party in the performance by
such party of its obligations hereunder shall be deemed or construed to be a
consent or waiver to or of any other breach or default in the performance by
such party of the same or any other obligations of such party hereunder. No
single or partial exercise of any right or power, or any abandonment or
discontinuance of steps to enforce any right or power, shall preclude any other
or further exercise thereof or the exercise of any other right or power. Failure
on the part of a party to complain of any act of any party or to declare any
party in default, irrespective of how long such failure continues, shall not
constitute a waiver by such person of its rights hereunder until the applicable
statute of limitation period has run.

     4.11 Rights and Remedies Cumulative. The rights and remedies provided by
this Agreement are cumulative, and the use of any one right or remedy by any
party shall not preclude or waive the right to use any or all other remedies.
Such rights and remedies are given in addition to any other rights the parties
may have under applicable Law or otherwise.

     4.12 Successors and Assigns. Each and all of the covenants, terms,
provisions, and agreements contained in this Agreement shall be binding upon,
and inure to the benefit of the parties hereto and their successors and assigns.

     4.13 Limitation on Rights of Others. Nothing in this Agreement, whether
expressed or implied, shall be construed to give any Person (other than the
parties hereto and their respective permitted successors and assigns and as
expressly provided herein) any legal or equitable right, remedy or claim under
or in respect of this Agreement or any covenants, conditions or provisions
contained herein, as a third party beneficiary or otherwise.

     4.14 Facsimiles. For purposes of this Agreement, any copy, facsimile
telecommunication or other reliable reproduction of a writing, transmission or
signature may be substituted or used in lieu of the original writing,
transmission or signature for any and all purposes for which the original
writing, transmission or signature could be used, provided that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing, transmission or signature, as the
case may be.

<PAGE>

     4.15 Counterparts. This Agreement may be executed in any number of
counterparts with the same effect as if all signatory parties had signed the
same document. All counterparts shall be construed together and shall constitute
one and the same instrument. In the event that any stockholder who acquires any
shares of Senior Preferred Stock or Registrable Securities after the date hereof
shall be required and permitted to become a party to this Agreement, such
stockholder may do so by executing a counterpart signature page to this
Agreement and, with the acknowledgment of the Company on such counterpart
signature page, such stockholder shall be deemed a Holder under the Agreement.
The Company shall deliver written notice of the purchase of any shares of Senior
Preferred Stock or Registrable Securities after the date hereof by a new Holder
to the other Holders within thirty (30) days of the execution of this Agreement
by such new Holder by delivering a copy of the executed and acknowledged
counterpart and signature page to this Agreement, reflecting ownership by each
Holder who is then a party to this Agreement.

     4.16 Effective Date. This Agreement will become effective only upon the
closing of the sale by the Company of shares of Series G Preferred Stock.

     4.17 Headings, Etc. The words "hereof", "herein" and "hereunder" and words
of similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement. All references as
to "Sections", "Articles", "Schedules" and "Exhibits" shall be to Section,
Articles, Schedules and Exhibits, respectively, of this Agreement unless
otherwise specifically provided.

     4.18 Consents. By executing this Agreement each party hereto that is a
party to the Second Restated Agreement acknowledges and agrees that such
execution shall constitute such party's consent, and waiver of any objections,
to the terms and provisions of this Agreement as required by the Second Restated
Agreement, including, without limitation, Section 4.9 thereof.

     4.19 Restated Agreement. This Agreement amends and restates the Restated
Agreement in its entirety and effective as of the date hereof the Restated
Agreement shall be of no further force or effect.

                  [Remainder of page intentionally left blank.]

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered by their duly authorized officers or agents as of the date first
above written.

AIRNET COMMUNICATIONS CORPORATION


By:________________________________________
      R. Lee Hamilton, Jr.
      President and Chief Executive Officer

<PAGE>

                                SIGNATURE PAGE TO
                      SECOND AMENDED AND RESTATED AGREEMENT
          AMONG SERIES E, SERIES F AND SERIES G PREFERRED STOCKHOLDERS
                    AND SENIOR REGISTRATION RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered by their duly authorized officers or agents as of the date first
above written.

                                 INVESTOR:

                                 SCP Private Equity Partners II, L.P.

                                 ____________________________________________
                                        Print Name of Investor

                                 By: SCP Private Equity Partner II General
                                     Partner, L.P., its General Partner
                                 By: SCP Private Equity II, LLC, its Manager

                                 By:_________________________________________
                                        Signature of Person Signing

                                 Name:_______________________________________
                                        Print Name of Person Signing

                                 Title: A Manager
                                       --------------------------------------

                                 Date:  May  , 2001
                                       --------------------------------------

* Pursuant to Section 2.7 of this Agreement, the Investor is hereby added as a
party to this Agreement with respect to the Common Stock issuable upon (i) the
conversion of the Company's Series B Convertible Preferred Stock, par value $.01
per share, purchased by the Investor pursuant to that certain Securities
Purchase Agreement of even date herewith among the Company, the Investor and
certain other parties (the "Purchase Agreement") and (ii) the exercise of the
Common Stock Purchase Warrant issued to the Investor pursuant to the Purchase
Agreement (such issuable Common Stock is hereinafter collectively referred to as
the "Investor's Series B Securities"), as to which registration rights
equivalent to the rights granted hereunder were granted to the Investor under
the Purchase Agreement. Accordingly, pursuant to Section 2.7 of this Agreement,
the Investor's Series B Securities are deemed to be Registrable Securities under
this Agreement.

<PAGE>

                                SIGNATURE PAGE TO
                      SECOND AMENDED AND RESTATED AGREEMENT
          AMONG SERIES E, SERIES F AND SERIES G PREFERRED STOCKHOLDERS
                    AND SENIOR REGISTRATION RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered by their duly authorized officers or agents as of the date first
above written.

                                 INVESTOR:

                                 Tandem PCS Investments, L.P.

                                 --------------------------------------------
                                        Print Name of Investor
                                 By: Live Cycles Holding Co., its General
                                     Partner

                                 By:_________________________________________
                                        Signature of Person Signing

                                 Name:  Helene Belanger, Vice President
                                      ---------------------------------------
                                        Print Name & Title of Person Signing

                                 By:_________________________________________
                                        Signature of Person Signing

                                 Name:  Lynn McDonald, Director
                                      ---------------------------------------
                                       Print Name & Title of Person Signing

                                 Date:  May  , 2001
                                      ---------------------------------------

* Pursuant to Section 2.7 of this Agreement, the Investor is hereby added as a
party to this Agreement with respect to the Common Stock issuable upon (i) the
conversion of the Company's Series B Convertible Preferred Stock, par value $.01
per share, purchased by the Investor pursuant to that certain Securities
Purchase Agreement of even date herewith among the Company, the Investor and
certain other parties (the "Purchase Agreement") and (ii) the exercise of the
Common Stock Purchase Warrant issued to the Investor pursuant to the Purchase
Agreement (such issuable Common Stock is hereinafter collectively referred to as
the "Investor's Series B Securities"), as to which registration rights
equivalent to the rights granted hereunder were granted to the Investor under
the Purchase Agreement. Accordingly, pursuant to Section 2.7 of this Agreement,
the Investor's Series B Securities are deemed to be Registrable Securities under
this Agreement.

<PAGE>

                                SIGNATURE PAGE TO
                      SECOND AMENDED AND RESTATED AGREEMENT
          AMONG SERIES E, SERIES F AND SERIES G PREFERRED STOCKHOLDERS
                    AND SENIOR REGISTRATION RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered by their duly authorized officers or agents as of the date first
above written.

                                 INVESTOR:

                                 Mellon Ventures, L.P.

                                 --------------------------------------------
                                      Print Name of Investor

                                 By:  MVMA, L.P., its General Partner
                                 By:  MVMA, Inc., its General Partner

                                 By:_________________________________________
                                      Signature of Person Signing

                                 Name:  Joseph A. Woods
                                      ---------------------------------------
                                      Print Name of Person Signing

                                 Title: Associate
                                       --------------------------------------

                                 Date:  May   , 2001
                                       --------------------------------------

* Pursuant to Section 2.7 of this Agreement, the Investor is hereby added as a
party to this Agreement with respect to the Common Stock issuable upon (i) the
conversion of the Company's Series B Convertible Preferred Stock, par value $.01
per share, purchased by the Investor pursuant to that certain Securities
Purchase Agreement of even date herewith among the Company, the Investor and
certain other parties (the "Purchase Agreement") and (ii) the exercise of the
Common Stock Purchase Warrant issued to the Investor pursuant to the Purchase
Agreement (such issuable Common Stock is hereinafter collectively referred to as
the "Investor's Series B Securities"), as to which registration rights
equivalent to the rights granted hereunder were granted to the Investor under
the Purchase Agreement. Accordingly, pursuant to Section 2.7 of this Agreement,
the Investor's Series B Securities are deemed to be Registrable Securities under
this Agreement.

<PAGE>

                               SIGNATURE PAGE TO
                      SECOND AMENDED AND RESTATED AGREEMENT
          AMONG SERIES E, SERIES F AND SERIES G PREFERRED STOCKHOLDERS
                    AND SENIOR REGISTRATION RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered by their duly authorized officers or agents as of the date first
above written.

                                 INVESTOR*

                                 TECORE, Inc.

                                 --------------------------------------------
                                      Print Name of Investor

                                 By:    Jay J. Salkini
                                    -----------------------------------------
                                      Signature of Person Signing

                                 Name:  Jay J. Salkini
                                      ---------------------------------------
                                      Print Name of Person Signing

                                 Its:   President
                                      ---------------------------------------

                                 Date:  August 13, 2003
                                      ---------------------------------------

* Pursuant to Section 2.7 of this Agreement, the Investor is hereby added as a
party to this Agreement with respect to the Common Stock issued to it (a) as a
result of the conversion of its shares of the Company's Series B Convertible
Preferred Stock, par value $0.01 per share on the date hereof; and (b) upon the
conversion of all or any portion of a Senior Secured Convertible Note issued by
the Company to the Investor pursuant to that certain Securities Purchase
Agreement of even date herewith among the Company, the Investor and SCP Private
Equity Partners II, L.P. (all such issued and issuable Common Stock is
hereinafter collectively referred to as the "Investor's Securities"). Pursuant
to Section 2.7 of this Agreement, the Investor's Securities are deemed to be
Registrable Securities under this Agreement.

<PAGE>

                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

                                    EXHIBIT A
                    TO SECOND AMENDED AND RESTATED AGREEMENT
        AMONG SERIES E, SERIES F AND SERIES G PREFERRED STOCKHOLDERS AND
                      SENIOR REGISTRATION RIGHTS AGREEMENT

                         Series E Preferred Stockholders

Total number of shares outstanding on a fully diluted basis:  554,854,075

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------
                                          Name                                   Number of Shares Held
-------------------------------------------------------------------------------------------------------
<S>                                                                              <C>
-------------------------------------------------------------------------------------------------------
Harris Corporation                                                                     123,526,667/1/
-------------------------------------------------------------------------------------------------------
HVFM-I, L.P.                                                                            70,185,606
By: Venture First Associates of Melbourne, Inc., its General Partner
-------------------------------------------------------------------------------------------------------
FOSTIN CAPITAL ASSOCIATES II                                                            14,037,121
By: Fostin Capital Partner, II, its General Partner
-------------------------------------------------------------------------------------------------------
THE P/A FUND, L.P.                                                                      28,074,243
By: APA Pennsylvania Partners, II, its General Partner
-------------------------------------------------------------------------------------------------------
CIN VENTURES NOMINEES LTD.                                                               2,021,345
By: Patricof & Co., Investment Manager
-------------------------------------------------------------------------------------------------------
APA EXCELSIOR III, L.P.                                                                 39,191,643
By: APA Excelsior III, its General Partner
-------------------------------------------------------------------------------------------------------
COUTTS & CO. (JERSEY) LTD. C/F APA EXCELSIOR III/OFFSHORE, L.P.                         14,935,497
By: APA Excelsior III Partners, L.P., its General Partner
-------------------------------------------------------------------------------------------------------
ADAMS CAPITAL MANAGEMENT, L.P.                                                          70,185,606
By: ACM Capital Partners II, L.P., its General Partner
-------------------------------------------------------------------------------------------------------
SCP PRIVATE EQUITY PARTNERS, L.P.                                                      140,371,213
By: SCP Private Equity Management, L.P., its General Partner
-------------------------------------------------------------------------------------------------------
CIP CAPITAL L.P.                                                                         7,018,561
By: CIP Management Inc., its General Partner
-------------------------------------------------------------------------------------------------------
Morgan Asset Management                                                                    693,891
-------------------------------------------------------------------------------------------------------
Howard H. Leach Living Trust utd 9/5/86 as amended 5/30/97                               1,942,895
-------------------------------------------------------------------------------------------------------
Alan Baer                                                                                  460,939
-------------------------------------------------------------------------------------------------------
Alan Baer Delaware Charter and Guarantee IRA Rollover                                       94,841
-------------------------------------------------------------------------------------------------------
Anthony E. Young                                                                         1,436,929
-------------------------------------------------------------------------------------------------------
Dina Partners                                                                            1,906,382
-------------------------------------------------------------------------------------------------------
</TABLE>

_____________________

/1/ 11,229,697 of these shares are subject to the exercise of warrants therefor.

<PAGE>

<TABLE>
<S>                                                                                     <C>
-------------------------------------------------------------------------------------------------------
Jeffrey B. Tolbert                                                                         578,093
-------------------------------------------------------------------------------------------------------
James A. Tolbert                                                                           346,945
-------------------------------------------------------------------------------------------------------
George E. Tolbert, TTEE, UAD 2/22/88 for the George E. Tolbert Trust                     1,612,018
-------------------------------------------------------------------------------------------------------
Milo D. Harrison                                                                         1,156,187
-------------------------------------------------------------------------------------------------------
Jack D. Kee                                                                              1,541,258
-------------------------------------------------------------------------------------------------------
Morgan Investors IV                                                                      1,500,000
-------------------------------------------------------------------------------------------------------
Arthur W. Peters                                                                           561,485
-------------------------------------------------------------------------------------------------------
Charles Ziegler                                                                            826,473
-------------------------------------------------------------------------------------------------------
St. Claire Investments, L.P.                                                             1,574,987
-------------------------------------------------------------------------------------------------------
Michael S. Hammersley                                                                    1,156,187
-------------------------------------------------------------------------------------------------------
Tampsco II Partnership                                                                     245,611
-------------------------------------------------------------------------------------------------------
Alfred University                                                                          448,544
-------------------------------------------------------------------------------------------------------
Matrix Technology Group NV                                                                 428,896
-------------------------------------------------------------------------------------------------------
Rochester Institute of Technology                                                        1,319,931
-------------------------------------------------------------------------------------------------------
Yale University                                                                          2,969,938
-------------------------------------------------------------------------------------------------------
Yale University Retirement Plan for Staff Employees                                        294,138
-------------------------------------------------------------------------------------------------------
Foundation Partners                                                                        446,647
-------------------------------------------------------------------------------------------------------
Sci-Tech Investment Partners LP                                                            696,894
-------------------------------------------------------------------------------------------------------
SG Partners LP                                                                           1,724,858
-------------------------------------------------------------------------------------------------------
Executive Technology LP                                                                    506,319
-------------------------------------------------------------------------------------------------------
The Core Technology Fund Inc.                                                            1,470,031
-------------------------------------------------------------------------------------------------------
The Todd-AO Corporation                                                                  2,003,634
-------------------------------------------------------------------------------------------------------
Prism Partners I                                                                         1,685,144
-------------------------------------------------------------------------------------------------------
Communications & Technology Partners                                                     5,614,849
-------------------------------------------------------------------------------------------------------
Danielle Danese                                                                          1,122,970
-------------------------------------------------------------------------------------------------------
George M. Morvis                                                                           677,437
-------------------------------------------------------------------------------------------------------
Salah M. Hassanein                                                                       1,001,817
-------------------------------------------------------------------------------------------------------
Bob K. Pryt, Trustee,  BKP Capital Management 401(k) Profit Sharing                        420,296
Plan & Money Purchase Plan dated 1/1/92 f/b/o Bob K. Pryt
-------------------------------------------------------------------------------------------------------
Michael G. Klein                                                                           812,836
-------------------------------------------------------------------------------------------------------
Marshall Naify                                                                           1,001,817
-------------------------------------------------------------------------------------------------------
Herbert B. Baskin                                                                        1,812,082
-------------------------------------------------------------------------------------------------------
Robert A. Naify, Trustee of the Robert A. Naify Living Trust dated 2/8/91                  693,891
-------------------------------------------------------------------------------------------------------
Robert A. Naify                                                                            307,926
-------------------------------------------------------------------------------------------------------
Harry P. Stinespring & Associates, P.C. Pension Plan and Trust                             210,557
-------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                    EXHIBIT B
                    TO SECOND AMENDED AND RESTATED AGREEMENT
        AMONG SERIES E, SERIES F AND SERIES G PREFERRED STOCKHOLDERS AND
                      SENIOR REGISTRATION RIGHTS AGREEMENT

                         Series F Preferred Stockholders

Total number of shares outstanding on a fully diluted basis:  283,471,155

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
                                          Name                                   Number of Shares Held
--------------------------------------------------------------------------------------------------------
<S>                                                                              <C>
--------------------------------------------------------------------------------------------------------
Tandem PCS Investments, L.P.                                                           126,661,900
--------------------------------------------------------------------------------------------------------
HVFM-I, L.P.                                                                             9,047,279
By: Venture First Associates of Melbourne, Inc., its General Partner
--------------------------------------------------------------------------------------------------------
FOSTIN CAPITAL ASSOCIATES II                                                             2,515,143
By: Fostin Capital Partner, II, its General Partner
--------------------------------------------------------------------------------------------------------
THE P/A FUND, L.P.                                                                      18,094,538
By: APA Pennsylvania Partners, II, its General Partner
--------------------------------------------------------------------------------------------------------
CIN VENTURES NOMINEES LTD.                                                               1,152,442
By: Patricof & Co., Investment Manager
--------------------------------------------------------------------------------------------------------
APA EXCELSIOR III, L.P.                                                                 21,392,110
By: APA Excelsior III, its General Partner
--------------------------------------------------------------------------------------------------------
COUTTS & CO. (JERSEY) LTD. C/F APA EXCELSIOR III/OFFSHORE, L.P.                          8,152,322
By: APA Excelsior III Partners, L.P., its General Partner
--------------------------------------------------------------------------------------------------------
ADAMS CAPITAL MANAGEMENT, L.P.                                                          27,159,931
By: ACM Capital Partners II, L.P., its General Partner
--------------------------------------------------------------------------------------------------------
SCP PRIVATE EQUITY PARTNERS, L.P.                                                       54,283,672
By: SCP Private Equity Management, L.P., its General Partner
--------------------------------------------------------------------------------------------------------
CIP CAPITAL L.P.                                                                         2,714,183
By: CIP Management Inc., its General Partner
--------------------------------------------------------------------------------------------------------
Howard H. Leach Living Trust utd 9/5/86 as amended 5/30/97                               1,284,017
--------------------------------------------------------------------------------------------------------
Alan Baer, Delaware Charter and Guarantee IRA Rollover                                      48,155
--------------------------------------------------------------------------------------------------------
Anthony E. Young                                                                           723,782
--------------------------------------------------------------------------------------------------------
Jeffrey B. Tolbert                                                                         187,837
--------------------------------------------------------------------------------------------------------
James A. Tolbert                                                                           114,644
--------------------------------------------------------------------------------------------------------
George E. Tolbert, TTEE, UAD 2/22/88 for the George E. Tolbert Trust                       744,092
--------------------------------------------------------------------------------------------------------
Garner Anthony                                                                             127,384
--------------------------------------------------------------------------------------------------------
Jack D. Kee                                                                              1,004,248
--------------------------------------------------------------------------------------------------------
Morgan Investors IV                                                                        750,000
--------------------------------------------------------------------------------------------------------
Arthur W. Peters                                                                           693,873
--------------------------------------------------------------------------------------------------------
Bayview Investors Ltd.                                                                       1,880
--------------------------------------------------------------------------------------------------------
Michael S. Hammersley                                                                      574,713
--------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                      <C>
-------------------------------------------------------------------------------------------------------
Communications & Technology Partners                                                     3,026,100
-------------------------------------------------------------------------------------------------------
George M. Morvis                                                                           223,852
-------------------------------------------------------------------------------------------------------
Hofung Holdings Limited                                                                     31,520
By: Lions International Management Limited, Sole Director
-------------------------------------------------------------------------------------------------------
Maritime Capital Partners                                                                   81,952
-------------------------------------------------------------------------------------------------------
Bernard R. Smedley, Trustee of the B.R. Smedley Trust dated 9/9/91                         904,728
-------------------------------------------------------------------------------------------------------
Herbert B. Baskin                                                                        1,437,103
-------------------------------------------------------------------------------------------------------
Donald G. Drapkin                                                                           47,282
-------------------------------------------------------------------------------------------------------
Alice S Lion                                                                                90,473
-------------------------------------------------------------------------------------------------------
Harry P. Stinespring & Associates, P.C. Pension Plan and Trust                             200,000
-------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                    EXHIBIT C
                    TO SECOND AMENDED AND RESTATED AGREEMENT
        AMONG SERIES E, SERIES F AND SERIES G PREFERRED STOCKHOLDERS AND
                      SENIOR REGISTRATION RIGHTS AGREEMENT

                         Series G Preferred Stockholders

Total number of shares outstanding on a fully diluted basis: 230,769,231

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                                          Name                                   Number of Shares Held
-------------------------------------------------------------------------------------------------------
<S>                                                                              <C>
-------------------------------------------------------------------------------------------------------
Garner Anthony                                                                             180,996
-------------------------------------------------------------------------------------------------------
Thomas Domencich                                                                            69,529
-------------------------------------------------------------------------------------------------------
Harris Corporation                                                                      32,710,097
-------------------------------------------------------------------------------------------------------
Alice S. Liou                                                                               23,957
-------------------------------------------------------------------------------------------------------
Maritime Capital Partners, LP                                                               56,961
-------------------------------------------------------------------------------------------------------
HVFM-I, L.P.                                                                            23,402,370
-------------------------------------------------------------------------------------------------------
Communications & Technology Partners                                                     2,379,493
-------------------------------------------------------------------------------------------------------
Bear Stearns & Co., Custodian for Danielle Danese, IRA                                      31,346
-------------------------------------------------------------------------------------------------------
Danielle Danese, Individually                                                              297,365
-------------------------------------------------------------------------------------------------------
Bernard R. Smedley, Trustee of the B.R. Smedley                                            316,355
Trust dated September 9, 1991
-------------------------------------------------------------------------------------------------------
Jack D. Kee                                                                                658,610
-------------------------------------------------------------------------------------------------------
Adams Capital Management, L.P.                                                           8,384,964
-------------------------------------------------------------------------------------------------------
SCP Private Equity Partners, L.P.                                                       33,538,725
-------------------------------------------------------------------------------------------------------
APA Excelsior III, L.P.                                                                  1,099,641
-------------------------------------------------------------------------------------------------------
Coutts & Co (Jersey), Ltd. Custodian for APA Excelsior III Offshore L.P.                   419,058
-------------------------------------------------------------------------------------------------------
The P/A Fund, L.P.                                                                         787,695
-------------------------------------------------------------------------------------------------------
CIN Ventures Nominee Ltd.                                                                   56,715
-------------------------------------------------------------------------------------------------------
Tandem PCS Investments, L.P.                                                            15,754,057
-------------------------------------------------------------------------------------------------------
George M. Morvis                                                                           231,508
-------------------------------------------------------------------------------------------------------
George E. Tolbert                                                                            5,412
-------------------------------------------------------------------------------------------------------
George E. Tolbert, Trustee, UAD 2/22/98 for the George E. Tolbert Trust                    549,059
-------------------------------------------------------------------------------------------------------
James A. Tolbert                                                                            71,997
-------------------------------------------------------------------------------------------------------
Jeffrey B. Tolbert                                                                         131,868
-------------------------------------------------------------------------------------------------------
Michael S. Hammersley                                                                      594,117
-------------------------------------------------------------------------------------------------------
Morgan Investors IV                                                                        161,984
-------------------------------------------------------------------------------------------------------
Anthony E. Young                                                                           307,022
-------------------------------------------------------------------------------------------------------
Arthur W. Peters                                                                           520,564
-------------------------------------------------------------------------------------------------------
Herbert Baskin                                                                             462,346
-------------------------------------------------------------------------------------------------------
Howard H. Leach Living Trust u/t/d 9/5/86 as amended 5/31/97,                              231,988
Howard H. Leach, Trustee
-------------------------------------------------------------------------------------------------------
Milo D. Harrison                                                                            84,031
-------------------------------------------------------------------------------------------------------
Delaware Charter and Guarantee Custodian Alan Baer IRA Rollover                             34,546
-------------------------------------------------------------------------------------------------------
Dina Partners                                                                              332,980
-------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                    <C>
-------------------------------------------------------------------------------------------------------
Peak Telecommunications Investments, LLC                                                30,670,437
-------------------------------------------------------------------------------------------------------
Peak Telecommunications Investments II, LLC                                             16,922,361
-------------------------------------------------------------------------------------------------------
Robert T. Gow and Kay F. Gow, JTWROS                                                     1,020,000
-------------------------------------------------------------------------------------------------------
CIP Capital L.P.                                                                         1,538,462
-------------------------------------------------------------------------------------------------------
Mellon Ventures, L.P.                                                                   38,461,538
-------------------------------------------------------------------------------------------------------
Damac Investors Inc.                                                                     7,692,308
-------------------------------------------------------------------------------------------------------
Damac Investors (III) Inc.                                                               7,692,308
-------------------------------------------------------------------------------------------------------
Omni Group Holdings Inc.                                                                 1,153,692
-------------------------------------------------------------------------------------------------------
GLS Partners                                                                                50,000
-------------------------------------------------------------------------------------------------------
David Cohen                                                                                150,000
-------------------------------------------------------------------------------------------------------
Jack D. Cohen                                                                              150,000
-------------------------------------------------------------------------------------------------------
Abraham J. Cohen                                                                           150,000
-------------------------------------------------------------------------------------------------------
Harry P. Stinespring, III and Janice L. Stinespring, JTWROS                                153,846
-------------------------------------------------------------------------------------------------------
Howard H. Leach Living Trust u/t/d 9/5/86 as amended 5/31/97                             1,000,000
-------------------------------------------------------------------------------------------------------
George Calhoun                                                                              76,923
-------------------------------------------------------------------------------------------------------
TOTAL:                                                                                 230,769,231
-------------------------------------------------------------------------------------------------------
</TABLE>

                                       2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>6
<FILENAME>dex4.htm
<DESCRIPTION>EXHIBIT 4
<TEXT>
<HTML><HEAD>
<TITLE>Exhibit 4</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2"><B>Exhibit 4 </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">EIGHTH AMENDED AND RESTATED </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">CERTIFICATE OF INCORPORATION </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">OF </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"
ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">AIRNET COMMUNICATIONS CORPORATION </FONT></P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">TABLE OF CONTENTS </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" ALIGN="center">

<TR>
<TD VALIGN="top" COLSPAN="5" WIDTH="92%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><B>ARTICLE I</B></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>1</B></FONT></TD></TR>
<TR>
<TD HEIGHT="8" COLSPAN="5"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="5" WIDTH="92%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><B>ARTICLE II</B></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>1</B></FONT></TD></TR>
<TR>
<TD HEIGHT="8" COLSPAN="5"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="5" WIDTH="92%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><B>ARTICLE III</B></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>1</B></FONT></TD></TR>
<TR>
<TD HEIGHT="8" COLSPAN="5"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="5" WIDTH="92%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><B>ARTICLE IV</B></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>1</B></FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="1%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">A.</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="92%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">CLASSES OF STOCK</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">1</FONT></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="1%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">B.</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="92%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF COMMON STOCK</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">2</FONT></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2"><I>1.</I></FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="92%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><I>Dividends</I></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><I>2</I></FONT></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2"><I>2.</I></FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="92%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><I>Stock Split, Reclassification, etc.</I></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><I>2</I></FONT></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2"><I>3.</I></FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="92%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><I>Liquidation</I></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><I>2</I></FONT></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="1%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">.</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2"><I>4.</I></FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="92%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><I>Voting</I></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><I>3</I></FONT></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2"><I>5.</I></FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="92%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><I>No Pre-emptive or Subscription Rights</I></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><I>3</I></FONT></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="1%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">C.</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="92%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF PREFERRED STOCK</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">3</FONT></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="1%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">D.</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="92%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF SENIOR SECURED CONVERTIBLE NOTES</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">3</FONT></TD></TR>
<TR>
<TD HEIGHT="8" COLSPAN="5"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="5" WIDTH="92%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><B>ARTICLE V</B></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>4</B></FONT></TD></TR>
<TR>
<TD HEIGHT="8" COLSPAN="5"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="5" WIDTH="92%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><B>ARTICLE VI</B></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>4</B></FONT></TD></TR>
<TR>
<TD HEIGHT="8" COLSPAN="5"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="5" WIDTH="92%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><B>ARTICLE VII</B></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>5</B></FONT></TD></TR>
<TR>
<TD HEIGHT="8" COLSPAN="5"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="5" WIDTH="92%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><B>ARTICLE VIII</B></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>5</B></FONT></TD></TR>
<TR>
<TD HEIGHT="8" COLSPAN="5"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="5" WIDTH="92%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><B>ARTICLE IX</B></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>6</B></FONT></TD></TR>
<TR>
<TD HEIGHT="8" COLSPAN="5"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="5" WIDTH="92%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><B>ARTICLE X</B></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>6</B></FONT></TD></TR>
</TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">i </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">EIGHTH AMENDED AND RESTATED </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2">CERTIFICATE OF INCORPORATION </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">OF </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2">AIRNET COMMUNICATIONS CORPORATION </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Pursuant to
the provisions of Sections 242 and 245 of the General Corporation Law of Delaware, the undersigned Corporation adopts the following Eighth Amended and Restated Certificate of Incorporation: </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">FIRST: The name of the Corporation is AirNet Communications Corporation (the
&#147;Corporation&#148;). </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">SECOND: The following Eighth Amended
and Restated Certificate of Incorporation was adopted by the Board of Directors and the stockholders of the Corporation in accordance with Sections 242 and 245 of the General Corporation Law of Delaware. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">The Restated Certificate of Incorporation of the Corporation (originally filed under the name
of Overture Systems, Inc. incorporated on January 11, 1994), as previously amended, is hereby deleted in its entirety and is amended and restated as follows: </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><U>ARTICLE I</U> </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The name of the Corporation is AirNet Communications Corporation. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><U>ARTICLE II</U> </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The registered office of the Corporation in the State of Delaware is located at The Prentice-Hall Corporation System, Inc., 2711 Centerville Road, Suite
400, Wilmington, DE 19808, County of New Castle. The name of the registered agent at such address is The Prentice-Hall Corporation System, Inc. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><U>ARTICLE III</U> </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of
Delaware. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><U>ARTICLE IV</U> </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">A. <U>CLASSES OF STOCK</U>. The aggregate number of shares of capital stock
which the Corporation shall have authority to issue is 403,184,713 shares, consisting of two classes of capital stock: </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(a) 400,000,000 shares of Common Stock, par value $.001 per share (&#147;Common Stock&#148;); </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">1 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(b) 3,184,713 shares of Preferred Stock, par value $.01 per share (&#147;Preferred Stock&#148;).
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">B. <U>RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF
COMMON STOCK.</U> Notwithstanding any provision to the contrary contained herein, the rights, preferences, privileges and restrictions granted to and imposed upon Common Stock are set forth in this <U>Article IV.B</U>. Except as otherwise expressly
provided in this <U>Article IV.B.</U>, all shares of Common Stock shall be identical and shall entitle the holders thereof to the same rights and privileges. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">1. <U>Dividends</U>. When, as and if dividends on Common Stock are declared by the Corporation&#146;s Board of Directors, whether payable in cash, in
property or in securities of the Corporation, the holders of Common Stock shall be entitled to share equally in and to receive, in accordance with the number of shares of Common Stock held by each such holder, all such dividends. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Dividends payable under this <U>Article IV.B.</U> shall be paid to the
holders of record of the outstanding Common Stock as their names shall appear on the stock register of the Corporation on the record date fixed by the Board of Directors of the Corporation in advance of declaration and payment of each dividend. Any
Common Stock issued as a dividend pursuant to this <U>Article IV.B.</U> shall, when so issued, be duly authorized, validly issued, fully paid and non-assessable and free of all liens and charges. The Corporation shall not issue fractions of Common
Stock on payment of such dividend but shall issue a whole number of shares to such holder of Common Stock rounded up or down in the Corporation&#146;s sole discretion to the nearest whole number, without compensation to the stockholder whose
fractional share has been rounded down or from any stockholder whose fractional share has been rounded up. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Notwithstanding anything contained herein to the contrary, no dividends on Common Stock shall be declared by the Corporation&#146;s Board of Directors or
paid or set apart for payment by the Corporation at any time that such declaration, payment, or setting apart is prohibited by applicable law. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">2. <U>Stock Split, Reclassification, etc.</U> The Corporation shall not in any manner subdivide (by any stock split, reclassification, stock dividend,
recapitalization or otherwise) or combine the outstanding shares of one class of Common Stock unless the outstanding shares of all classes of Common Stock shall be proportionately subdivided or combined. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">3. <U>Liquidation</U>. Upon any voluntary or involuntary liquidation,
dissolution or winding-up of the affairs of the Corporation, after payment shall have been made to holders of outstanding Preferred Stock, if any, of the full amount of which they are entitled pursuant to this Certificate of Incorporation and any
resolutions that may be adopted from time to time by the Corporation&#146;s Board of Directors, in accordance with <U>Article IV.C.</U> below (for the purpose of fixing the voting rights, designations, preferences and relative participating,
optional or other special rights of any class or series of Preferred Stock), the holders of Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock, if any, to share ratably, in accordance with the number of shares of
Common Stock held by each such holder, in all remaining assets of </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">2 </FONT></P>


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<FONT FACE="Times New Roman" SIZE="2">the Corporation available for distribution among the holders of Common Stock, whether such assets are capital, surplus, or earnings. For the purposes of this
<U>Article IV.B.</U>, neither the consolidation or merger of the Corporation with or into any other corporation or corporations in which the stockholders of the Corporation receive capital stock and/or other securities (including debt securities) of
the acquiring corporation (or of the direct or indirect parent corporation of the acquiring corporation), nor the sale, lease or transfer by the Corporation of all or any part of its assets, nor the reduction of the capital stock of the Corporation,
shall be deemed to be a voluntary or involuntary liquidation, dissolution, or winding-up of the Corporation as those terms are used in this <U>Article IV.B.</U> </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">4. <U>Voting</U>. Each holder of Common Stock shall be entitled to one vote for each share of such stock issued and outstanding and registered in such
holder&#146;s name and shall be entitled to vote upon such matters and in such manner as may be provided by Delaware law and this Certificate of Incorporation. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">5. <U>No Pre-emptive or Subscription Rights</U>. No holder of Common Stock shall be entitled to pre-emptive or subscription rights. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">C. <U>RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF PREFERRED
STOCK</U>. Pursuant to authority conferred by this <U>Article IV.C</U>. upon the Board of Directors of the Corporation under the Seventh Amended and Restated Certificate of Incorporation, in effect at the relevant time, the Board of Directors
created a series of 3,184,713 shares of preferred stock designated as Series B Convertible Preferred Stock by filing a Certificate of Designation of the Corporation with the Secretary of State of the State of Delaware on May 14, 2001, and the voting
powers, designations, preferences and relative participating and other special rights, and the qualifications, limitations and restrictions, of the Series B Convertible Preferred Stock of the Corporation are as set forth in Annex I hereto and are
incorporated herein by reference. Any shares of Series B Convertible Preferred Stock converted into Common Stock of the Corporation pursuant to Section 6 of such Certificate of Designation shall be canceled and shall not under any circumstances be
reissued; and the Corporation may from time to time take such appropriate corporate action as may be necessary to reduce accordingly the number of authorized shares of Series B Convertible Preferred Stock. The Board of Directors of the Corporation
shall not issue any additional authorized but unissued shares of Series B Preferred Stock of the Corporation without the approval of stockholders of the Corporation holding at least 90% of the voting stock of the Corporation. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Subject to the provisions of this Certificate of Incorporation and this
<U>Article IV.C.</U>, the Board of Directors of the Corporation is authorized to decrease the number of shares of any series of preferred stock (but not below the number of shares of such series then outstanding) subsequent to the issue of shares of
that series. Any and all Preferred Stock issued and for which full consideration has been paid or delivered shall be deemed fully paid stock and the holder thereof shall not be liable for any further payment thereon. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">D. <U>RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF SENIOR SECURED
CONVERTIBLE NOTES</U>. Reference is made to (i) the Senior Secured Convertible Note of the Corporation issued to SCP Private Equity Partners II, LP (&#147;SCP&#148;) (the &#147;SCP Note&#148;) and (ii) the Senior Secured Convertible Note of the
Corporation issued to TECORE, Inc. </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">3 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">(&#147;Tecore&#148;) (the &#147;Tecore Note,&#148; and together with the SCP Note, the &#147;Notes&#148;) pursuant to the Securities Purchase Agreement by
and among the Corporation, SCP and Tecore dated on or about June 5, 2003 (the &#147;Purchase Agreement&#148;). Pursuant to the provisions of Section 221 of the General Corporation Law of Delaware, SCP and Tecore as holders of the Notes of the
Corporation (the &#147;Noteholders&#148;) are granted the power to vote in respect to the corporate affairs and management of the Corporation as follows: </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Except as otherwise required by law or as provided herein, each Noteholder shall be entitled to vote on all matters submitted to the stockholders of the
Corporation for a vote, and shall be entitled to that number of votes equal to the number of shares of Common Stock into which such holder&#146;s then outstanding Note, and all or any portion of accrued and unpaid interest, is convertible pursuant
to the terms thereof on the record date for the determination of stockholders entitled to vote on such matter or, if no such record date is established, on the date such vote is taken or any written consent of stockholders is solicited,
<U>provided</U>, <U>however</U>, that, solely for purposes of determining the number of votes to which a Noteholder is entitled pursuant to this <U>Article IV.D.</U>, the price per share at which the Note, and all or any portion of accrued and
unpaid interest, may be converted shall be deemed to be $0.57; <U>provided</U> <U>further</U>, that if the Corporation at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) its outstanding shares of Common Stock
into a greater number of shares, the deemed conversion price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in the event the outstanding shares of Common Stock shall be combined (by reverse stock
split or otherwise) into a smaller number of shares, the deemed conversion price in effect immediately prior to such combination shall be proportionately increased. The holders of the Notes shall be deemed to be stockholders, and their Notes shall
be deemed to be shares of stock, for the purpose of any provision of the Delaware General Corporation Law which requires the vote of stockholders as a prerequisite to any corporate action. Except as expressly otherwise provided herein or as required
by law, the Noteholders shall vote together with the holders of shares of the Corporation&#146;s Common Stock as a single class on all matters. The Noteholders shall be entitled to notice of all stockholders&#146; meetings in accordance with the
Corporation&#146;s by-laws and the General Corporation Law of the State of Delaware. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2"><U>ARTICLE V</U> </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Board of
Directors shall have the power, in addition to the stockholders, to make, repeal, alter, amend and rescind any or all of the bylaws of the Corporation. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><U>ARTICLE VI</U> </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Board of Directors shall be constituted as follows: </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(i) The number of directors which will constitute the whole Board of Directors of the Corporation shall be fixed at ten (10) until such time as the Tecore
Note (referenced in <U>Article IV.D.</U> above) is fully converted into Common Stock of the Corporation, when the number of directors which will constitute the whole Board of Directors of the Corporation shall be fixed at eleven (11). </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">4 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(ii) The term of each director shall be the period from the effective date of such director&#146;s
election to the next annual meeting of stockholders. The term of each director who is serving as a director on August 11, 2003 shall expire at the next annual meeting of stockholders after such date, or upon such director&#146;s earlier resignation
or removal, notwithstanding that such director may have been elected for a term that extended beyond the date of such next annual meeting of stockholders. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(iii) Notwithstanding the foregoing provisions of this <U>Article VI</U>, each director shall serve until his successor is duly elected and qualified or
until his death, resignation or removal. Directors may be removed from office with or without cause by the holders of a majority of the shares then entitled to vote at an election of directors. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">(iv) In furtherance and not in limitation of the powers conferred by statute, the Board of Directors shall have the power to make, adopt, amend or repeal the Bylaws, or adopt new Bylaws for this Corporation, by a resolution adopted by a
majority of the directors. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(v) Vacancies in the Board of
Directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(vi) Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><U>ARTICLE VII</U> </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Meetings of stockholders may be held within or without the State of Delaware,
as the bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the General Corporation Law of Delaware) outside the State of Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the bylaws of the Corporation. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman"
SIZE="2"><U>ARTICLE VIII</U> </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">A director of the Corporation
shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director&#146;s duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of Title 8 of the General Corporation Law of Delaware, or (iv) for any transaction from which
the director derived any improper personal benefit. The foregoing sentence notwithstanding, if the General Corporation Law of Delaware is hereafter amended to authorize further limitations of the liability of a director of a corporation, then a
director of the Corporation, in addition to the circumstances in which a director is not personally liable set forth in the preceding sentence, shall not be liable to the fullest extent permitted by the General Corporation Law of Delaware as so
amended. Any repeal or modification of the foregoing provisions of this <U>Article VIII</U> by the stockholders of the Corporation shall not </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">5 </FONT></P>


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<FONT FACE="Times New Roman" SIZE="2">adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><U>ARTICLE IX</U> </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Corporation shall indemnify and hold harmless any director and officer of
the Corporation from and against any and all expenses and liabilities that may be imposed upon or incurred by such person in connection with, or as a result of, any proceeding in which such person may become involved, as a party or otherwise, by
reason of the fact that such person is or was such a director or officer of the Corporation, whether or not such person continues to be such at the time such expenses and liabilities shall have been imposed or incurred. It is the intention of this
<U>Article IX</U> to provide indemnification to the fullest extent permitted by the laws of the State of Delaware, as they may be amended from time to time. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><U>ARTICLE X</U> </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Subject to the provisions contained herein, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Eighth
Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">This Eighth Amended and Restated Certificate of Incorporation was duly
adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware by the Board of Directors and the stockholders of the Corporation. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] </B></FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">6 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">I, THE UNDERSIGNED, being the President and Chief Executive Officer of the Corporation, hereby declare,
under penalties of perjury, that this is the act and deed of the Corporation and the facts herein stated are true, and accordingly, I have executed this Eighth Amended and Restated Certificate of Incorporation as of the 8</FONT><FONT
FACE="Times New Roman" SIZE="1" COLOR="#000000"><SUP>th </SUP></FONT><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">day of August, 2003. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P><DIV
ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0">

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<TD VALIGN="top" COLSPAN="3" WIDTH="91%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">AIRNET COMMUNICATIONS CORPORATION</FONT></P></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="7%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="91%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;/s/ Glenn A.
Ehley</FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="91%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Name: Glenn A. Ehley</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Title: President and Chief Executive Officer</FONT></P></TD></TR>
</TABLE></DIV> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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<TD VALIGN="top" WIDTH="100%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">ATTESTED:</FONT></P></TD></TR>
<TR>
<TD HEIGHT="16"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="100%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">/s/ Stuart P. Dawley</FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="bottom" WIDTH="100%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Stuart P. Dawley</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Corporate Secretary</FONT></P></TD></TR>
</TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2"><B><U>Annex I</U> </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>AIRNET COMMUNICATIONS CORPORATION </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>SERIES B CONVERTIBLE PREFERRED STOCK </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2"><B>CERTIFICATE OF DESIGNATION </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P><HR WIDTH="17%" SIZE="1" NOSHADE COLOR="#000000"> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">Pursuant to Section 151 of the </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">General Corporation Law of the State of Delaware </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P><HR WIDTH="17%"
SIZE="1" NOSHADE COLOR="#000000"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">AirNet Communications Corporation (the
&#147;Corporation&#148;), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that pursuant to the authority vested in the Board of Directors of the Corporation by its Certificate of
Incorporation, as amended, and pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, said Board of Directors, adopted the following resolution at a meeting duly called and held on April 2, 2001, which
resolution remains in full force and effect as of the date hereof: </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">RESOLVED, that pursuant to the authority vested in the Board of Directors of the Corporation (the &#147;Board of Directors&#148;) by its Certificate of Incorporation, as amended (hereinafter referred to as the &#147;Certificate of
Incorporation&#148;), the Board of Directors does hereby create, authorize and provide for the issuance of Series B Convertible Preferred Stock, par value $.01 per share, consisting of 3,184,713 shares, having the following designations, preferences
and relative and other special rights, qualifications, limitations and restrictions: </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">1. <U>DESIGNATION AND AMOUNT</U>. The designation of such series is &#147;Series B Convertible Preferred Stock&#148; (hereinafter in this Certificate of Designation called the &#147;Series B Preferred Stock&#148;) and
the number of shares constituting such series shall be 3,184,713, which number may be decreased (but not increased) by the Board of Directors without a vote of stockholders; <U>provided</U>, <U>however</U>, that such number may not be decreased
below the number of then currently outstanding shares of Series B Preferred Stock, plus shares issuable upon the exercise of any then outstanding options, warrants or rights to acquire Series B Preferred Stock, including dividends payable pursuant
to the terms of the Series B Preferred Stock. All capitalized terms used in this Certificate of Designation and not otherwise defined shall have the meaning given to such terms in Section 13 hereof. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">2. <U>DIVIDENDS</U>. (a) The Holders of shares of the Series B Preferred
Stock, in preference to the holders of all Junior Capital Stock and on a pari passu basis with holders of </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">1 </FONT></P>


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<FONT FACE="Times New Roman" SIZE="2">Parity Capital Stock, will be entitled to receive, when, as and if dividends are declared by the Board of Directors, out of funds of the Corporation legally
available therefor, cumulative dividends as provided in this Section 2. Dividends on each outstanding share of Series B Preferred Stock shall be payable in cash, or at the option of the Corporation, in such number of shares of Series B Preferred
Stock as is set forth in Section 2(d) below, and accrue (whether or not earned or declared) at the rate of 8% per annum on the sum of (i) the Purchase Price and (ii) all accumulated and unpaid dividends accrued thereon from the date of issuance
thereof (the &#147;Series B Dividends&#148;). Such dividends will be calculated and accrued on a quarterly basis on the last day of each fiscal quarter of the Corporation in respect of the prior three month period prorated on a daily basis for
partial periods. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(b) If the Corporation at any time pays less
than the total amount of Series B Dividends then accrued with respect to the Series B Preferred Stock, such payment shall be distributed ratably among the Holders based upon the aggregate accrued but unpaid Series B Dividends on the Series B
Preferred Stock held by each such Holder. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(c) In the event
that the Corporation declares or pays any dividends upon the Common Stock (whether payable in cash, securities or other property) other than dividends payable solely in shares of Common Stock, the Corporation shall also declare and pay to the
Holders at the same time that it declares and pays such dividends to the holders of the Common Stock, the dividends which would have been declared and paid with respect to the Series B Preferred Stock had all of the outstanding Series B Preferred
Stock been converted in accordance with Section 6(a) immediately prior to the record date for such dividend, or if no record date is fixed, the date as of which the record holders of Common Stock entitled to such dividends are to be determined.
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(d) The Corporation may pay the Series B Dividends to each
Holder by the issuance of such number of shares of Series B Preferred Stock as equals the quotient of (i) the accrued and unpaid Series B Dividends with respect to the shares of Series B Preferred Stock held such Holder and (ii) the Purchase Price.
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">3. <U>LIQUIDATION PREFERENCE</U>. (a) In the event of any
(each a &#147;Liquidation Event&#148;) liquidation, dissolution or winding up of the affairs of the Corporation, either voluntarily or involuntarily, each Holder shall be entitled, after payment of the Corporation&#146;s debts and other liabilities
and any preferential amounts due to the holders of Senior Capital Stock, to be paid in full, before any distribution is made on any Junior Capital Stock but on a pari passu basis with any distribution on Parity Capital Stock, an amount (the
&#147;Liquidation Amount&#148;) with respect to each share of Series B Preferred Stock held by such Holder equal to the sum of (i) the product of (x) the Purchase Price and (y) two and (ii) the Series B Dividends accrued on such share of Series B
Preferred Stock. After payment of the preferences to all holders of preferred stock of the Corporation, all remaining assets of the Corporation legally available for distribution, if any, shall be distributed ratably to the holders of the Common
Stock, Series B Preferred Stock (on an as-if converted to Common Stock basis) and any other Capital Stock of the Corporation entitled to share in such distribution. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(b) <U>Deemed Liquidation</U>. The Majority Holders may elect in writing by notice delivered to the Corporation, prior to
the closing of a Sale of the Corporation, to treat a specific </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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<FONT FACE="Times New Roman" SIZE="2">proposed Sale of the Corporation (other than a Qualified Sale of the Corporation) as a Liquidation Event for purposes of Section 3(a). </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(c) <U>Partial Payment</U>. The Corporation shall, not later than 20 days
prior to the earlier of the record date for the taking of a vote of stockholders with respect to any Liquidation Event or the date set for the consummation of a Liquidation Event, provide to the Holders such information concerning the terms of the
Liquidation Event and the value of the assets of the Corporation or such other relevant information as may be reasonably requested by the Holders. If, upon a Liquidation Event, the net assets of the Corporation available for payment to the Holders
of Series B Preferred Stock and the holders of Parity Capital Stock are not sufficient to pay in full the Liquidation Amount to the Holders of Series B Preferred Stock and the preferential amounts due to the holders of Parity Capital Stock, the
Holders of Series B Preferred Stock and the holders of Parity Capital Stock shall share equally and ratably in any distribution of assets of the Corporation in proportion to the full liquidation preference to which each is entitled. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(d) <U>No Additional Distributions</U>. Holders of Series B Preferred Stock
shall not be entitled to any additional distribution in the event of any Liquidation Event in excess of the amount set forth in Section 3(a) hereof. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">4. <U>VOTING RIGHTS OF SERIES B PREFERRED STOCK</U>. (a) Except as otherwise required by law or as provided herein, each Holder of Series B Preferred
Stock shall be entitled to vote on all matters and shall be entitled to that number of votes equal to the number of shares of Common Stock into which such Holder&#146;s shares could be converted pursuant to the provisions of Section 6(a) hereof on
the record date for the determination of stockholders entitled to vote on such matter or, if no such record date is established, on the date such vote is taken or any written consent of stockholders is solicited, <U>provided</U>, <U>however</U>,
that, solely for purposes of determining the number of votes a Holder of Series B Preferred Stock is entitled to pursuant to this Section 4, the Conversion Price (as defined in Section 6(d) hereof), if then less than $2.8438, shall be deemed to be
$2.8438 (the shares deemed convertible for purposes of such determination shall be hereinafter referred to as the &#147;Holders&#146; Voting Shares&#148;). Except as otherwise expressly provided herein or as required by law, the Holders of shares of
the Series B Preferred Stock shall vote together with the holders of shares of the Corporation&#146;s Common Stock as a single class on all matters. The Holders shall be entitled to notice of all stockholders meetings in accordance with the
Corporation&#146;s by-laws and General Corporation Law of the State of Delaware. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(b) Notwithstanding the above paragraph or any provision to the contrary contained herein, the Holders of Series B Preferred Stock shall be entitled, voting together as a separate single class, to nominate, and upon
amendment of the Corporation&#146;s Certificate of Incorporation as described below to elect, two (2) members of the Board of Directors in accordance with the terms set forth in this Section 4(b) and subject to the limitations set forth in Section
4(c) below. Until such time as the Corporation&#146;s stockholders have approved an amendment to the Corporation&#146;s Certificate of Incorporation (the &#147;Charter Amendment&#148;) providing for the right of the Holders of Series B Preferred
Stock to elect two (2) members of the Board of Directors and such Charter Amendment is filed with the Delaware Secretary of State and effective (the &#147;Charter Amendment Effective Date&#148;) and subject to the limitations set forth in Section
4(c) </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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<FONT FACE="Times New Roman" SIZE="2">below, the Holders of Series B Preferred Stock, voting together as a separate single class, are entitled to designate two (2) nominees for election to the
class of the Board of Directors whose term expires at the Corporation&#146;s 2001 Annual Stockholders Meeting (&#147;Class III&#148;) and at each subsequent election of Class III directors prior to the Charter Amendment Effective Date, and the Board
of Directors shall nominate such designees and recommend to the Corporation&#146;s stockholders that such designees be elected as members of Class III of the Board of Directors. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">With respect to the two (2) directors to be designated for nomination by the Holders of Series B Preferred Stock, one
individual shall be designated by SCP Private Equity Partners II, L.P. (&#147;SCP&#148;) so long as SCP holds any Series B Preferred Stock (the &#147;SCP Designee for Nomination&#148;) and one individual shall be designated by Tandem PCS
Investments, L.P. (&#147;Tandem&#148;) so long as Tandem holds any Series B Preferred Stock (the &#147;Tandem Designee for Nomination&#148;). For nominees for election at the Corporation&#146;s 2001 Annual Stockholders Meeting, each of SCP and
Tandem shall notify the Corporation in writing of the identity of its designee no later than ten (10) days following the date on which they become Holders of Series B Preferred Stock. For all subsequent elections of Class III directors, each of SCP
and Tandem shall notify the Corporation in writing of the identity of its designee for nomination to Class III of the Board of Directors no later than the last date (the &#147;Designee Notice Due Date&#148;) on which shareholder proposals may be
submitted for an election year when they have such a right, which notice shall be conclusive evidence of the consent of such designee to serve as a director of the Corporation. In the event either SCP or Tandem fails to provide such notice, the SCP
Designee for Nomination and Tandem Designee for Nomination (or the SCP representative and Tandem representative in the case of the notice for the Corporation&#146;s 2001 Annual Stockholders&#146; Meeting) serving on the Board of Directors on the
Designee Notice Due Date shall be deemed to be renominated. In the event SCP or Tandem has no designee serving (or otherwise designated to serve in the event of the resignation, death, removal or inability to serve of a designee, as provided in the
last sentence of this paragraph) on the Board of Directors on the Designee Notice Due Date, the Board of Directors shall be entitled to make the nomination for which such notice was required. In the event either SCP or Tandem fails to hold any
Series B Preferred Stock, the Holders of Series B Preferred Stock, voting together as a separate single class, shall be entitled to the director nomination rights previously held by SCP or Tandem, as the case may be. If neither SCP nor Tandem holds
any Series B Preferred Stock, the Holders of Series B Preferred Stock, voting together as a separate single class, shall be entitled to the director nomination rights previously held by SCP and Tandem. The notice shall include all information with
respect to such designee as is required to be included in a proxy statement soliciting proxies for the election of directors pursuant to Regulation 14A of the Exchange Act. In the event of any vacancy arising by reason of the resignation, death,
removal (which may include a removal by the Holders of Series B Preferred Stock, with or without cause, at the written request of SCP or Tandem, as applicable, as the party designating such director) or inability to serve of the SCP Designee for
Nomination or the Tandem Designee for Nomination, SCP or Tandem, as applicable, shall notify the Corporation of its choice to fill such vacancy, and the Board of Directors shall appoint such person to fill such vacancy and serve until the next
meeting of the Corporation&#146;s stockholders for the election of Class III directors. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">At all times after the Charter Amendment Effective Date and subject to the limitations set forth in Section 4(c) below, the Holders of Series B Preferred Stock, voting together as a separate </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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<FONT FACE="Times New Roman" SIZE="2">single class, shall be entitled to elect two (2) members of Class III of the Board of Directors at each election of Class III directors. With respect to the
two (2) directors to be designated for election by the Holders of Series B Preferred Stock, one individual shall be designated by SCP so long as SCP holds any Series B Preferred Stock (the &#147;SCP Designee for Election&#148;) and one individual
shall be designated by Tandem so long as Tandem holds any Series B Preferred Stock (the &#147;Tandem Designee for Election&#148;). Each of SCP and Tandem shall notify the Corporation in writing of the identity of its designee for election to Class
III of the Board of Directors no later than the Designee Notice Due Date, which notice shall be conclusive evidence of the consent of such designee to serve as a director of the Corporation. In the event either SCP or Tandem fails to provide such
notice, the SCP designee and Tandem designee serving on the Board of Directors on the Designee Notice Due Date shall be deemed to be the applicable designee. In the event either SCP or Tandem has no designee serving (or otherwise designated to serve
in the event of the resignation, death, removal or inability to serve of a designee, as provided in the last sentence of this paragraph) on the Board of Directors on the Designee Notice Due Date, the Board of Directors shall be entitled to make the
nomination for which such notice was required. In the event SCP or Tandem fails to hold any Series B Preferred Stock, the Holders of Series B Preferred Stock, voting together as a separate single class, shall be entitled to the director election
rights previously held by SCP or Tandem, as the case may be. If neither SCP nor Tandem holds any Series B Preferred Stock, the Holders of Series B Preferred Stock, voting together as a separate single class, shall be entitled to the director
election rights previously held by SCP and Tandem. The notice shall include all information with respect to such designee as is required to be included in a proxy statement soliciting proxies for the election of directors pursuant to Regulation 14A
of the Exchange Act. In the event of any vacancy arising by reason of the resignation, death, removal (which may include a removal by the Holders of Series B Preferred Stock, with or without cause, at the written request of SCP or Tandem, as
applicable, as the party designating such director) or inability to serve of the SCP Designee for Election or the Tandem Designee for Election, SCP or Tandem, as applicable (provided SCP or Tandem, as applicable, then holds Series B Preferred Stock)
shall notify the Corporation of its choice to fill such vacancy, and the Board of Directors shall appoint such person to fill such vacancy and serve until the next meeting of the Corporation&#146;s stockholders for the election of Class III
directors. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The class voting rights granted to the Holders of
Series B Preferred Stock pursuant to this Section 4(b) shall be in addition to, and not in lieu of, the voting rights granted to such Holders under Section 4(a) hereof. Accordingly, the Holders of Series B Preferred Stock shall be entitled to vote
together with the holders of shares of the Corporation&#146;s Common Stock as a single class with respect to the election of those directors for which the Holders do not have class voting rights. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) Notwithstanding the provisions of Section 4(b) above, the class voting
rights to which the Holders of Series B Preferred Stock are entitled pursuant to such section shall be limited, and in certain cases eliminated, in the event the Holders of Series B Preferred Stock fail to maintain certain threshold levels of
ownership of the Corporation&#146;s voting securities, as set forth below. In the event the sum of (i) the Holders&#146; Voting Shares, plus (ii) the shares of Common Stock issued and outstanding and owned by the Holders (the total of such shares
from time to time is hereinafter referred to as the &#147;Holders&#146; Share Total&#148; and with respect to a specific </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">5 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">Holder, a &#147;Share Total&#148;) constitutes less than 15% of the sum of (i) the Corporation&#146;s outstanding shares of Common Stock plus (ii) the
Holders&#146; Voting Shares (the total of such shares is hereinafter referred to as the &#147;Deemed Outstanding Shares&#148;) on a Designee Notice Due Date, the Holders of Series B Preferred Stock shall be entitled to only one designee for
nomination or election, as the case may be, with respect to such election. In such case, SCP or Tandem, whichever entity has a higher Share Total, shall be entitled to make such designation. In the event, SCP and Tandem have equal Share Totals on a
Designee Notice Due Date on which the Holders are entitled to only one designee, SCP and Tandem shall agree on a mutually acceptable designee. In the event the Holders&#146; Share Total constitutes less than 10% of the Deemed Outstanding Shares on a
Designee Notice Due Date, the Holders of Series B Preferred Stock shall not be entitled to designate a director for such election and the Holders shall be entitled to voting rights in accordance with Section 4(a) above with respect to such election.
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">5. <U>RESTRICTED ACTIONS</U>. (a) The affirmative vote of the
Majority Holders, acting by written consent as a separate class or voting separately as a separate class, shall be necessary to authorize the Corporation or any Subsidiary of the Corporation to take any of the following actions: </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(i) authorize, create, issue, modify the material terms of,
or change the amount of authorized or issued shares of, any Senior Capital Stock (or any securities convertible into or exchangeable for any Senior Capital Stock) or Indebtedness that by its terms is convertible or exchangeable into Senior Capital
Stock (or any securities convertible into or exchangeable for Senior Capital Stock; </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(ii) effect (x) any Sale of the Corporation other than a Qualified Sale of the Corporation or a Qualified Public Offering or (y) any
Reorganization of the Corporation; </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(iii)
alter the rights, preferences or privileges of the Series B Preferred Stock; </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(iv) increase the authorized number of shares of Series B Preferred Stock; </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(v) redeem, purchase or otherwise acquire any shares of Common Stock or Preferred Stock (or pay into a sinking fund for such purpose);
provided, however, that this restriction shall not apply to any redemption specifically permitted pursuant to this Certificate of Designation or to the repurchase of shares of Common Stock at the original purchase price from employees, officers,
directors or other persons performing services for the Corporation. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman"
SIZE="2">(b) Notwithstanding the foregoing provisions of this Section 5 and except as otherwise required by law, the creation, authorization or issuance of any shares of any Junior Capital Stock or Parity Capital Stock, or the increase or decrease
in the amount of authorized Junior Capital Stock or Parity Capital Stock of any class shall not require the affirmative vote or consent of the Majority Holders and shall not be deemed to materially affect adversely the rights, preferences,
privileges or voting rights of shares of Series B Preferred Stock. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">6 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(c) In any case in which the Holders of Series B Preferred Stock shall be entitled to vote (as Holders of
Series B Preferred Stock rather than on an as-if-converted basis) pursuant hereto or pursuant to the General Corporation Law of the State of Delaware, each Holder of Series B Preferred Stock entitled to vote with respect to such matters shall be
entitled to one vote for each share of Series B Preferred Stock held. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">6. <U>CONVERSION RIGHTS</U>. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(a) <U>Optional
Conversion</U>. At any time and from time to time, any Holder shall have the right, at its option, to convert all or any portion of the shares of Series B Preferred Stock (including all accrued dividends paid or payable in shares of Series B
Preferred Stock and any fraction of a share) held by such Holder into such number of shares of fully paid and nonassessable Common Stock as equals the product of (i) the number of shares of Series B Preferred Stock to be converted by such Holder and
(ii) the quotient of (x) the Purchase Price and (y) the Conversion Price in effect on the Conversion Date. Each optional conversion of Series B Preferred Stock shall be deemed to have been effected as of the close of business on the effective date
of such conversion specified in a written notice by such Holder to the Corporation (the &#147;Conversion Date&#148;); <U>provided</U>, <U>however</U>, that the Conversion Date shall not be a date earlier than the date such notice is so given, and if
such notice does not specify a conversion date, the Conversion Date shall be deemed to be the date such notice is given to the Corporation. On the Conversion Date, the rights of the holder of such Series B Preferred Stock as such Holder shall cease
and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock
represented thereby. Notwithstanding any other provision hereof, if a voluntary conversion of Series B Preferred Stock is to be made in connection with a public offering other than a Qualified Public Offering or a Sale of the Corporation other than
a Qualified Sale of the Corporation, such conversion may, at the election of the Holder, be conditioned upon the consummation of the respective public offering or Sale of the Corporation, in which case such conversion shall not be deemed to be
effective until the closing of such public offering or Sale of the Corporation, as the case may be. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(b) <U>Mandatory Conversion</U>. Immediately upon any Mandatory Conversion Event, all shares of Series B Preferred Stock held by each Holder (including
all accrued dividends paid or payable in shares of Series B Preferred Stock and any fraction of a share of Series B Preferred Stock) shall automatically be converted into the number of fully paid and nonassessable shares of Common Stock of the
Corporation as equals the product of (i) the number of shares of Series B Preferred Stock held by such Holder and (ii) the quotient of (x) the Purchase Price and (y) the Conversion Price in effect on the Conversion Date. A &#147;Mandatory Conversion
Event&#148; shall mean (A) the closing of a Qualified Public Offering; (B) the closing of a Qualified Sale of the Corporation or (C) the written election of the Majority Holders, including each Lead Investor. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(c) <U>Conversion Procedure</U>. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(i) <U>Delivery of Certificates</U>. As soon as practicable
after any conversion of Series B Preferred Stock pursuant to this Section 6, but in any event within ten (10) business days after the holder has delivered the certificates or affidavits of loss, if </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">7 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%">
<FONT FACE="Times New Roman" SIZE="2">applicable, evidencing the shares of Series B Preferred Stock converted into shares of Common Stock in accordance herewith, the Corporation shall deliver to
the converting holder: </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="12%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(x)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">a certificate or certificates representing, in the aggregate, the number of shares of Common Stock issued upon such conversion in the same name or names as the certificates
representing the converted shares (unless such holder shall have provided written notice to the Corporation to issue some or all of such converted shares in another name or names, in which case the Corporation shall deliver such certificates for
such converted shares in such other name or names provided such holder delivers to the Corporation an opinion of counsel acceptable to the Corporation specifying that such issuance of converted shares to other parties is permissible under an
available exemption from the registration requirements of the Securities Act of 1933, as amended, and the securities laws of any applicable state) and in such denomination or denominations as the converting holder shall specify and a check for cash
with respect to any fractional interest in a share of Common Stock; and </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="12%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(y)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">with respect to an optional conversion pursuant to Section 6(a) above, a certificate representing any shares of Series B Preferred Stock that were represented by the certificate or
certificates delivered to the Corporation in connection with such conversion but that were not converted. </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">From the Conversion Date and until such time as a holder of shares of Series B Preferred Stock shall surrender its certificate or certificates therefor as
provided above, such certificates shall be deemed to represent the shares of Common Stock to which such holder shall be entitled upon the surrender thereof. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(ii) <U>Fully Paid Shares</U>. The issuance of certificates for shares of Common Stock upon conversion of Series B Preferred Stock shall
be made without charge to the Holders of such Series B Preferred Stock for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Common Stock. Upon
conversion of any shares of Series B Preferred Stock, the Corporation shall take all such actions as are necessary in order to insure that the Common Stock so issued upon such conversion shall be validly issued, fully paid and nonassessable.
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(iii) <U>Timely Conversion</U>. The
Corporation shall not close its books against the transfer of Series B Preferred Stock or of Common Stock issued or issuable upon conversion of Series B Preferred Stock in any manner that interferes with the timely conversion of Series B Preferred
Stock. The Corporation shall assist and cooperate with any holder of shares of Series B Preferred Stock required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">8 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%">
<FONT FACE="Times New Roman" SIZE="2">of shares of Series B Preferred Stock hereunder (including, without limitation, making any filings required to be made by the Corporation). The Corporation
shall take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which
shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Corporation upon each such issuance). </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(iv) <U>Reservation of Common Stock</U>. The Corporation shall at all times reserve and keep available out of its authorized but
unissued shares of Common Stock, solely for the purpose of issuance upon the conversion of or otherwise pursuant to the terms of the Series B Preferred Stock, such number of shares of Common Stock as are issuable upon the conversion of or otherwise
pursuant to the terms of all outstanding Series B Preferred Stock. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(v) <U>Fractional Shares</U>. No fractional shares of Common Stock or scrip shall be issued upon conversion of shares of the Series B Preferred Stock. If more than one share of Series B Preferred Stock shall be
surrendered for conversion at any one time by the same Holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series B Preferred Stock so surrendered.
Instead of any fractional shares of Common Stock which would otherwise be issuable upon conversion of any shares of Series B Preferred Stock, the Corporation shall pay a cash adjustment in respect of such fractional interest equal to the fair market
value of such fractional interest as determined by the Corporation&#146;s Board of Directors. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT
FACE="Times New Roman" SIZE="2">(d) <U>Conversion Price</U>. The initial conversion price shall be three and 14/100 dollars ($3.14), which may be adjusted from time to time hereafter (as so adjusted, the &#147;Conversion Price&#148;). If and
whenever on or after the original date of issuance of the Series B Preferred Stock the Corporation issues or sells, or in accordance with Section 6(e) below is deemed to have issued or sold, any shares of its Common Stock or Convertible Securities
(other than Excluded Securities) for a consideration per share less than the Conversion Price in effect immediately prior to the time of such issue or sale, then upon such issue or sale, the Conversion Price in effect immediately prior to the time
of such issue or sale shall be reduced to an amount equal to the consideration per share applicable to the Common Stock or Convertible Securities so issued or sold or deemed issued or sold in accordance with Section 6(e) below. <B></B> </FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(e) <U>Effect on Conversion Price of Certain Events</U>. For purposes of
determining the adjusted Conversion Price under Section 6(d), the following shall be applicable: </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(i) <U>Issuance of Convertible Securities</U>. If the Corporation in any manner issues or sells any Convertible Securities, whether or not
the rights to exercise, exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange is less than the Conversion Price in
effect immediately prior to the time of such issue or sale, then the maximum number of shares of Common Stock issuable upon exercise, conversion or exchange of such Convertible Securities shall be deemed to be </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">9 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%">
<FONT FACE="Times New Roman" SIZE="2">outstanding and to have been issued and sold by the Corporation at the time of the issuance or sale of such Convertible Securities for such price per share.
For the purposes of this paragraph, the &#147;price per share for which Common Stock is issuable&#148; shall be determined by dividing (x) the total amount received or receivable by the Corporation as consideration for the issue or sale of such
Convertible Securities, plus the cumulative minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise, conversion or exchange thereof and, if applicable, the exercise, conversion and exchange of any
other Convertible Securities that such Convertible Securities may be converted into or exchanged for, by (y) the total maximum number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No
further adjustment of the Conversion Price shall be made when Common Stock and, if applicable, any other Convertible Securities, are actually issued upon the exercise, conversion or exchange of such Convertible Securities. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(ii) <U>Change in Exercise, Price or Conversion Rate</U>. If
the additional consideration payable to the Corporation upon the exercise, conversion or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable for Common Stock,
changes at any time, the Conversion Price in effect at the time of such change shall be readjusted to the Conversion Price that would have been in effect at such time had such Convertible Securities that are still outstanding provided for such
changed additional consideration or changed conversion rate, as the case may be, at the time such Convertible Securities were initially granted, issued or sold. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(iii) <U>Exceptions for Excluded Securities</U>. Notwithstanding the foregoing, no adjustments shall be made
under this Section 6(e) with respect to the issuance of any Excluded Securities.<B></B> </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT
FACE="Times New Roman" SIZE="2">(f) <U>Subdivision or Combination of Common Stock</U>. If the Corporation at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) its outstanding shares of Common Stock into a
greater number of shares, the Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in the event the outstanding shares of Common Stock shall be combined (by reverse stock split or
otherwise) into a smaller number of shares, the Conversion Price in effect immediately prior to such combination shall be proportionately increased. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(g) <U>Certain Events</U>. If an event not specified in this Section 6 occurs that has substantially the same economic effect on the Series B Preferred
Stock as those specifically enumerated, then this Section 6 shall be construed liberally, mutatis mutandis, in order to give the Series B Preferred Stock the intended benefit of the protections provided under this Section 6. In such event, the
Corporation&#146;s Board of Directors shall make an appropriate adjustment in the Conversion Price so as to protect the rights of the Holders. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(h) <U>Notices</U>. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(i) Immediately upon any adjustment of the Conversion Price, the Corporation shall give written notice thereof to all Holders, setting
forth in reasonable </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">10 </FONT></P>


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<FONT FACE="Times New Roman" SIZE="2">detail and certifying the calculation of such adjustment and the facts upon which such adjustment is based. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(ii) The Corporation shall give written notice to all
Holders at least twenty (20) days prior to the date on which the Corporation closes its books or takes a record (x) with respect to any pro rata subscription offer to Holders of Common Stock, (y) with respect to any Liquidation Event or (z) with
respect to any other right afforded to any holder of Common Stock. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman"
SIZE="2">(i) <U>Determination of Consideration</U>. For purposes of this Section 6, consideration received by the Corporation for the issue or sale of Convertible Securities in the form of property other than cash shall be computed at the fair value
thereof at the time of such issue, as determined in good faith by the Board of Directors of the Corporation. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">7. <U>REDEMPTION.</U> </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(a) Unless the following rights are waived or deferred in writing by the Majority Holders (including each Lead Investor), at any time after May 31, 2006,
any Holder may elect to have all shares of Series B Preferred Stock held by such Holder redeemed by the Corporation (an &#147;Optional Redemption&#148;). In any such case, any Holder desiring to exercise its Optional Redemption right (a
&#147;Redeeming Holder&#148;) shall notify the Corporation in writing of its intent to exercise the rights afforded by this Section 7(a) and specify a date not less than ten (10) nor more than sixty (60) days from the date of such notice on which
all of such Holder&#146;s shares of Series B Preferred Stock shall be redeemed (an &#147;Optional Redemption Date&#148;). Within three (3) Trading Days after receipt by the Corporation of any such notice, the Corporation shall promptly notify each
of the other Holders in writing of such Optional Redemption and provide a copy of the notice from such Redeeming Holder with such notice, whereupon each of the other Holders shall have an option for a period of fifteen (15) days to notify the
Corporation in writing of its intent to exercise its Optional Redemption right on the Optional Redemption Date. On such Optional Redemption Date, the Corporation shall redeem all shares of Series B Preferred Stock held by such Redeeming Holder as
well as all other Holders exercising such Optional Redemption right, as aforesaid, in cash by wire transfer of immediately available funds at a redemption price (the &#147;Redemption Price&#148;) equal to the sum of (i) the product of (x) the number
of shares of Series B Preferred Stock held by such Redeeming Holder and each other Holder, respectively, and (y) the Purchase Price and (ii) all accrued but unpaid dividends thereon calculated to the Optional Redemption Date. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(b) If the funds of the Corporation legally available for redemption of
shares of Series B Preferred Stock on an Optional Redemption Date are insufficient to redeem the total number of shares of Series B Preferred Stock requested to be redeemed by Redeeming Holders on such Optional Redemption Date, the Redeeming Holders
requesting redemption on such Optional Redemption Date shall share ratably in any funds legally available for redemption of such shares according to the respective amounts that would be payable with respect to the full number of shares owned by them
if all such shares were redeemed in full. At any time, and from time to time, thereafter when additional funds of the Corporation are legally available for the redemption of such shares of Series B Preferred Stock, such funds will be used at the
earliest permissible time to redeem the balance of such shares, or such portion thereof for which funds </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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<FONT FACE="Times New Roman" SIZE="2">are then legally available. Such funds shall not be used by the Corporation for any other purpose, including the redemption by the Corporation of any shares
of Convertible Securities which the Corporation is obligated to redeem on any subsequent date. The Corporation shall be obligated to use its reasonable efforts to take such actions as may be necessary in order to permit the full and timely
redemption of the shares of Series B Preferred Stock entitled to redemption. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT
FACE="Times New Roman" SIZE="2">(c) If, for any reason, the Corporation fails to redeem all shares of Series B Preferred Stock entitled to redemption on any Optional Redemption Date, the unredeemed shares shall remain outstanding and shall continue
to have all rights and preferences (including, without limitation, dividend and voting rights) provided for herein and the Holders of such unredeemed shares shall have the ongoing right to be redeemed together with such rights and remedies as may be
available under applicable law. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(d) The notices provided for
in this Section 7 shall be sent, (i) if by or on behalf of the Corporation, to the Holders at their respective addresses as shall then appear on the records of the Corporation by first class mail, postage prepaid, notifying such recipient of the
redemption, the date of such redemption, the number of shares of Series B Preferred Stock to be redeemed, and the Redemption Price therefor and stating the place or places at which the shares that have been requested to be redeemed shall, upon
presentation and surrender of such certificates representing such shares, be redeemed, and (ii) if by or on behalf of a Holder, to the Corporation at its executive office, currently located in Melbourne, Florida. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(e) Any shares of Series B Preferred Stock redeemed pursuant to this Section
7 or otherwise acquired by the Corporation in any manner whatsoever shall be canceled and shall not under any circumstances be reissued; and the Corporation may from time to time take such appropriate corporate action as may be necessary to reduce
accordingly the number of authorized shares of Series B Preferred Stock.<B></B> </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">8. <U>EXCLUSION OF OTHER RIGHTS</U>. Except as may otherwise be required by law, the shares of Series B Preferred Stock shall not have any preferences or relative, participating, optional or other special rights,
other than those specifically set forth in this Certificate of Designation. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">9. <U>RANK</U>. The Series B Preferred Stock shall, with respect to redemption, dividend distributions and distributions upon liquidation, winding-up and dissolution of the Corporation, rank (i) senior to all classes
of Common Stock of the Corporation, and to each other class of Capital Stock or series of Preferred Stock (including Series A Preferred Stock) now outstanding or hereafter created by the Board of Directors other than Parity Capital Stock or Senior
Capital Stock (collectively referred to herein, together with all classes of Common Stock of the Corporation, as the &#147;Junior Capital Stock&#148;), (ii) equally with any class of Capital Stock or series of Preferred Stock hereafter created by
the Board of Directors and which expressly provide that such class or series will rank on a parity with the Series B Preferred Stock as to redemption, dividend distributions and distributions upon liquidation, winding-up and dissolution of the
Corporation (collectively referred to as &#147;Parity Capital Stock&#148;); and (iii) junior to each class of Capital Stock or series of Preferred Stock hereafter created by the Board of Directors the terms of which have been approved by the
Majority Holders in accordance with Section 5(a)(i) hereof and which expressly provide that such class or series will rank senior to the Series B Preferred </FONT>
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<FONT FACE="Times New Roman" SIZE="2">Stock as to redemption, dividend distributions and distributions upon liquidation, winding-up and dissolution of the Corporation (collectively referred to as
&#147;Senior Capital Stock&#148;). </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">10. <U>IDENTICAL
RIGHTS</U>. Each share of the Series B Preferred Stock shall have the same relative rights and preferences as, and shall be identical in all respects with, all other shares of the Series B Preferred Stock. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">11. <U>CERTIFICATES</U>. So long as any shares of the Series B Preferred
Stock are outstanding, there shall be set forth on the face or back of each stock certificate issued by the Corporation a statement that the Corporation shall furnish without charge to each shareholder who so requests, a full statement of the
designation and relative rights, preferences and limitations of each class of stock or series thereof that the Corporation is authorized to issue and of the authority of the Board of Directors to designate and fix the relative rights, preferences
and limitations of each series. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">12. <U>AMENDMENTS;
WAIVERS</U>. Any provision of these terms of the Series B Preferred Stock may be amended, modified or waived if and only if the Majority Holders (including each Lead Investor) have consented in writing or by an affirmative vote to such amendment,
modification or waiver of any such provision of this Certificate of Designation. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">13. <U>DEFINITIONS. </U> </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">&#147;Acquirer Stock&#148; has the meaning set forth within the definition of Qualified Sale of the Corporation. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;Capital Stock&#148; means (a) as to any Person that is a corporation (i) the authorized shares of such Person&#146;s capital stock, including all
classes of common, preferred, voting and nonvoting capital stock of such Person, (ii) any rights, options or warrants to purchase any capital stock (including all classes of common, preferred, voting and nonvoting capital stock of such Person) of
such Person, and (iii) securities of any type whatsoever that are, or may become, convertible into or exercisable or exchangeable for, or that carry or may carry rights to subscribe for, any capital stock (including all classes of common, preferred,
voting and nonvoting capital stock of such Person) of such Person; and (b) as to any Person that is not a corporation or an individual (i) the ownership interests in such Person (however evidenced), including, without limitation, the right to share
in profits and losses, the right to receive distributions of cash and property, and the right to receive allocations of items of income, gain, loss, deduction and credit and similar items from such Person, whether or not such interests include
voting or similar rights entitling the holder thereof to exercise control over such Person, and (ii) any rights, options, warrants or securities of any type whatsoever that are, or may become, convertible into or exercisable or exchangeable for, or
that carry or may carry rights to subscribe for, any such ownership interests in such Person. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">&#147;Certificate of Designation&#148; means this Certificate of Designation of the Series B Preferred Stock. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;Certificate of Incorporation&#148; means the Certificate of Incorporation of the Corporation, as amended and/or restated from time to time.
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;Closing Price&#148; means on any day the reported last sale price on such day, or in case no sale
takes place on such day, the average of the reported closing bid and ask prices on the principal national securities exchange (which shall include NASDAQ) on which such stock is listed or admitted to trading (and if the Common Stock is listed or
admitted to trading on more than one U.S. national or non-U.S. securities exchange, the Corporation shall determine, in its reasonable discretion, the principal securities exchange on which such Common Stock is listed or admitted to trading), as
reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Corporation and reasonably acceptable to the Majority Holders if Bloomberg Financial Markets is not then reporting the last sale price
of such security) (&#147;Bloomberg&#148;), or if not listed or admitted to trading on any securities exchange, the last reported sale price of such security in the over-the-counter market on the electronic bulletin board for such security as
reported by Bloomberg, or, if no last sale price is reported for such security by Bloomberg, the average of the reported closing and bid prices of all market makers for such security as reported in the &#147;pink sheets&#148; by the National
Quotation Bureau, Inc., in each case for such date or, if such date was not a trading date for such security, on the next preceding date which was a trading date. If the Closing Price cannot be calculated for such security as of either of such dates
on any of the foregoing bases, the Closing Price of such security on such date shall be the fair market value as reasonably determined by an investment banking firm selected by the Corporation and reasonably acceptable to the Majority Holders, with
the costs of such appraisal to be borne by the Corporation. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">&#147;Common Stock&#148; means the Corporation&#146;s Common Stock, $.001 par value. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">&#147;Common Stock Deemed Outstanding&#148; means, at any given time, the number of shares of Common Stock actually outstanding at such time, plus the number of shares of Common Stock issuable upon the exercise,
conversion or exchange in full of all Convertible Securities whether or not the Convertible Securities are exercisable for, convertible into or exchangeable for, Common Stock at such time. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;Conversion Date&#148; has the meaning set forth in Section 6(a) hereof.
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;Conversion Price&#148; has the meaning set forth in
Section 6(d) hereof. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;Convertible Securities&#148; means
securities or obligations that are exercisable for, convertible into or exchangeable for shares of Common Stock. The term includes options, warrants or other rights to subscribe for or purchase Common Stock or to subscribe for or purchase other
securities that are convertible into or exercisable or exchanged for Common Stock. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">&#147;Excluded Securities&#148; means any (a) shares of Common Stock or options to purchase Common Stock, including shares of Common Stock issuable upon exercise of such options, (as the same may be adjusted in
connection with any stock split, stock dividend, combination or recapitalization) issued or granted pursuant to employee stock option or executive incentive ownership plans approved by the Board of Directors and the stockholders of the Corporation;
(b) the shares of Common Stock issuable upon conversion of any Convertible Securities outstanding on March 30, 2001 (c) the shares of Common Stock issuable upon the conversion of the Series B </FONT>
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<FONT FACE="Times New Roman" SIZE="2">Preferred Stock; and (d) any shares of Capital Stock issued to the Corporation&#146;s stockholders in connection with any stock split, stock dividend or
recapitalization. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;Holders&#148; means the Holders from
time to time of shares of Series B Preferred Stock, and the term &#147;Holder&#148; means any one of them.<B></B> </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;Junior Capital Stock&#148; has the meaning given such term in Section 9 above. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;Lead Investor&#148; shall mean any of SCP Private Equity Partners, II, L.P., Tandem PCS Investments, L.P., and Mellon
Ventures, L.P. so long as such party holds shares of Series B Preferred Stock. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">&#147;Liquidation Amount&#148; has the meaning set forth in Section 3(a) hereof. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;Liquidation Event&#148; has the meaning set forth in Section 3(a) hereof. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;Low Trading Volume&#148; means that the total number of shares of Acquirer Stock (or any Capital Stock into which the
Acquirer Stock is convertible into, exercisable or exchangeable for) received or receivable by all holders of Capital Stock of the Corporation in connection with a Sale of the Corporation is greater than the average daily reported volume of Capital
Stock of the same class as the Acquirer Stock (or any Capital Stock into which the Acquirer Stock is convertible into, exercisable or exchangeable for) calculated based upon the average daily trading volume of Acquirer Stock on all national
securities exchanges and/or the automated quotation system of a registered securities association (as such terms are used in Rule 144 promulgated under the Securities Act of 1933) during the 12 week period immediately preceding the date of the
closing of the Sale of the Corporation. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;Majority
Holders&#148; means the Holders of a majority of the outstanding shares of Series B Preferred Stock. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;Mandatory Conversion Event&#148; has the meaning set forth in Section 6(b) hereof. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;NASDAQ&#148; means the National Association of Securities Dealers Automated Quotation System. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;Optional Redemption&#148; has the meaning set forth in Section 7(a)
hereof. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;Optional Redemption Date&#148; has the meaning
set forth in Section 7(a) hereof. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;Parity Capital
Stock&#148; has the meaning set forth in Section 9 hereof. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">&#147;Person&#148; means an individual, partnership, corporation, association, trust, joint venture, unincorporated organization and any government, governmental department or agency or political subdivision thereof. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;Purchase Price&#148; of any share of Series B Preferred Stock shall be
thirty one and 40/100 dollars ($31.40), such price to be equitably adjusted in the event of any stock dividend, stock </FONT>
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<FONT FACE="Times New Roman" SIZE="2">split, combination, recapitalization or other similar event with respect to the Series B Preferred Stock. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;Qualified Sale of the Corporation&#148; means any Sale of the
Corporation at a price per share in cash or other securities not less than three times the Conversion Price other than a Sale of the Corporation in which the Holders or any other holders of Capital Stock of the Corporation receive Capital Stock of a
Person (the &#147;Acquirer Stock&#148;) that is subject to a Significant Restriction. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">&#147;Qualified Public Offering&#148; means any public offering by the Corporation of its Common Stock consummated pursuant to an effective registration statement under the Securities Act of 1933 or any similar
federal statute then in force and yielding the Corporation gross proceeds of at least $70,000,000, and at a public offering price per share of not less than three times the then applicable Conversion Price, other than an offering of shares being
issued as consideration in a business acquisition or combination or an offering in connection with an employee benefit plan. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;Reorganization&#148; means any merger, reorganization, recapitalization or consolidation, which affects any Capital Stock of the Corporation, other
than a Sale of the Corporation. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;Sale of the
Corporation&#148; means a single transaction or a series of transactions to which the Corporation is a party pursuant to which a Person or Persons acquire (i) Capital Stock of the Corporation possessing the voting power to elect a majority of the
Corporation&#146;s board of directors or more than fifty percent (50%) of the voting power of the Corporation (whether by merger, consolidation or sale or transfer of the Corporation&#146;s Capital Stock), <U>provided</U>, <U>however</U>, that a
Qualified Public Offering or the sale of Series B Preferred Stock that results in an acquisition of voting power shall not be a Sale of the Corporation; or (ii) all or substantially all of the Corporation&#146;s assets determined on a consolidated
basis. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;Senior Capital Stock&#148; has the meaning set
forth in Section 9 hereof. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;Series A Preferred
Stock&#148; means the Corporation&#146;s Series A Junior Participating Preferred Stock. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">&#147;Series B Dividends&#148; has the meaning set forth in Section 2(a) hereof. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;Series B Preferred Stock&#148; means the Corporation&#146;s Series B Convertible Redeemable Preferred Stock, $.01 par value per share. </FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;Significant Restriction&#148; shall mean (a) Low Trading Volume,
with respect to any Acquirer Stock that is publicly traded and (b) any shares of a privately-held company or shares of a publicly-traded company that are not registered, or will not be registered within 45 days following an applicable Sale of the
Corporation, pursuant to an effective registration statement for resale under the Securities Act of 1933, as amended. <B></B> </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;Subsidiary&#148; means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a
corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or
</FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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<FONT FACE="Times New Roman" SIZE="2">indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other
business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that person or a combination thereof. For purposes
hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons shall be allocated a majority of partnership, association or other business entity
gains or losses or shall be or control the managing general partner of such partnership, association or other business entity. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;Trading Day&#148; means, in respect of any securities exchange or securities market, each Monday, Tuesday, Wednesday, Thursday and Friday, other
than any day on which securities are not traded on the applicable securities exchange or in the applicable securities market. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">14. <U>SEVERABILITY OF PROVISIONS</U>. If any right, preference or limitation of the Series B Preferred Stock set forth in this Certificate of Designation
(as such Certificate of Designation may be amended from time to time) is invalid, unlawful or incapable of being enforced by reason of any rule, law or public policy, all other rights preferences and limitations set forth in this Resolution (as so
amended) which can be given effect without implicating the invalid, unlawful or unenforceable right preference or limitation shall, nevertheless, remain in full force and effect, and no right, preference or limitation herein set forth shall be
deemed dependent upon any other right, preference or limitation unless so expressed herein. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Corporation by its President and Chief Executive Officer on May 14, 2001. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0">

<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="7%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="91%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">/s/ R. Lee Hamilton, Jr.</FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="91%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">R. Lee Hamilton, Jr.</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">President and Chief Executive Officer</FONT></P></TD></TR>
</TABLE></DIV> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">17 </FONT></P>

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<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>7
<FILENAME>dex5.htm
<DESCRIPTION>EXHIBIT 5
<TEXT>
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<TITLE>Exhibit 5</TITLE>
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 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2"><B>Exhibit 5 </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B><I>This Note has been acquired for investment and has not been registered under the Securities Act of 1933, as amended, or the securities laws of
any other jurisdiction. This Note is subject to the terms of a Securities Purchase Agreement, dated as of June 5, 2003, among the issuer, TECORE, Inc, and SCP Private Equity Partners II, L.P. (the &#147;Purchase Agreement&#148;), a copy of which may
be obtained by the registered holder hereof from the Secretary of the issuer. The sale and transfer of this Note is restricted under the terms of the Tag Along Allocation Agreement, dated as of the date of this Note between the issuer, TECORE, Inc,
and SCP Private Equity Partners II, L.P. (the &#147;Tag Along Agreement&#148;). No transfer of any interest in this Note shall be effective unless permitted by and made in accordance with the Purchase Agreement and the Tag Along Agreement, and by
accepting this Note the holder of this Note agrees to be bound by the Purchase Agreement and the Tag Along Agreement. </I></B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">$12,000,000 </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"
ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>A<SMALL>IR</SMALL>N<SMALL>ET</SMALL> C<SMALL>OMMUNICATIONS</SMALL> C<SMALL>ORPORATION</SMALL> </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">Senior Secured Convertible Note </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">August 13, 2003 </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">1. <U>General</U>. AIRNET COMMUNICATIONS CORPORATION, a Delaware corporation (hereinafter called the &#147;Company&#148;), for value received, hereby
promises to pay to TECORE, INC. (&#147;TECORE&#148;), or registered assigns, the principal amount of TWELVE MILLION DOLLARS ($12,000,000.00), or so much thereof as shall have been paid to the Company by TECORE pursuant to the terms of
the<B><I></I></B> Securities Purchase Agreement, dated as of June 5, 2003, among the Company, TECORE, Inc, and SCP Private Equity Partners II, L.P. (the &#147;Purchase Agreement&#148;), as set forth on Schedule A attached hereto and made a part
hereof, on August 13, 2007 (the &#147;Maturity Date&#148;), and to pay interest on the unpaid balance of the principal hereof from the date hereof at the rate of twelve percent (12%) per annum (which shall accrue on a daily basis), payable at
maturity, and to pay interest at the rate of fifteen percent (15%) per annum on any overdue principal, from the due date thereof until the obligation of the Company with respect to the payment thereof shall be discharged. All payments of principal
and interest on this Note shall be paid by Company check or official bank check sent first class mail, postage prepaid, to such address as the holder hereof shall notify the Company of in writing, or, absent such notice, to the last address of such
holder as recorded in the Company&#146; s books (in which case the Company may rely on such address and shall be deemed to have discharged its obligations hereunder as to any payments made to that address). At the option of the holder, the Company
shall pay principal and interest on this Note by wire transfer in accordance with wire transfer instructions provided by the holder to the Company at least ten (10) days prior to the date on which the principal and interest is payable hereunder. The
Company shall have no right to prepay any principal or interest due under this Note. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">2. <U>The Notes</U>. As used herein, the term &#147;Note&#148; or &#147;Notes&#148; refer to the Senior Secured Convertible Notes in the aggregate principal amount of $16,000,000 issued pursuant to </FONT>
</P>

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<FONT FACE="Times New Roman" SIZE="2">the Purchase Agreement and to any Note or Notes executed and delivered by the Company in exchange or replacement hereof pursuant to Section 9 hereof or
pursuant to any transfer of a Note. Unless the context otherwise requires, the term &#147;holder&#148; is used herein to mean the person named as payee in Section 1 hereof or any other person who shall at the time be the holder or assignee of this
Note. This Note is referred to in the Purchase Agreement and is entitled to the benefits of the terms and provisions of the Purchase Agreement. No reference herein to the Purchase Agreement and no provision of this Note or the Purchase Agreement
shall alter the obligation of the Company, which is absolute and unconditional, to pay the principal and interest on the Note at the time and in the manner prescribed herein. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">3. <U>Security Interest</U>. This Note is secured by and is entitled to the benefits of (i) the Security Agreement, dated as
of January 24, 2003, by and among the Company and the purchasers of the Notes (the &#147;Original Security Agreement&#148;), as amended by the First Amendment to Security Agreement, dated as of August 13, 2003, by and among the Company and the
purchasers of the Notes (the &#147;Amendment to Security Agreement&#148;) (the Original Security Agreement, as so amended by the Amendment to Security Agreement is referred to as the &#147;Amended Security Agreement&#148;), (ii) the &#147;Amended
and Restated Technology Collateral Escrow Agreement, dated as of August 13, 2003, by and among the Company and the purchasers of the Notes (the &#147;Escrow Agreement&#148;), and (iii) the Amended and Restated Collateral Assignment of Patents,
Trademarks &amp; Copyrights, dated as of August 13, 2003, by and among the Company and the purchaser of the Notes (the &#147;Collateral Assignment&#148;). (The Amended Security Agreement, the Escrow Agreement, and the Collateral Assignment are
sometimes referred to herein as the &#147;Collateral Agreements.&#148;) In addition to the rights and remedies given it by this Note, the Collateral Agreements, and the Purchase Agreement, the holder shall have all those rights and remedies allowed
by applicable laws, including without limitation, the Uniform Commercial Code. The rights and remedies of the holder are cumulative, and recourse to one or more right or remedy shall not constitute a waiver of the others. The Company shall be liable
for all commercially reasonable costs, expenses and attorneys&#146; fees incurred by the holder in connection with the collection of the indebtedness evidenced by the Note. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">4. <U>Voting Rights</U>. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">4.1. <U>General Rights</U><B>.</B> Except as otherwise provided herein or as required by law, the holders of the Notes: </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">4.1.1. shall be entitled to vote in respect to the corporate
affairs and management of the Company to the extent hereinafter provided; </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">4.1.2. shall have the same right of inspection of the books, accounts and other records of the Company which the holders of Common Stock have or may have under the Delaware General Corporation Law (the
&#147;GCL&#148;) or the Company&#146;s certificate of incorporation; and </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">2 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">4.1.3. shall be deemed to be stockholders of the Company, and the Notes shall be deemed
to be stock, for the purpose of any provision of the GCL which requires the vote of stockholders as a prerequisite to any corporate action. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">4.2. <U>Number of Votes</U>. The Notes shall be voted equally with the shares of the Common Stock of the Company, and not as a separate class, at any
annual or special meeting of stockholders of the Company or in connection with any solicitation of written consents in lieu of a meeting, upon the following basis: the holder of this Note shall be entitled to such number of votes as shall be equal
to the whole number of shares of Common Stock into which this Note is convertible pursuant to Section 5 hereof immediately after the close of business on the record date fixed for such meeting or the effective date of such written consent;
<I>provided</I>, however, that in calculating the number of shares into which this Note is then convertible for purposes of calculating such number of votes, the initial Conversion Price, as hereinafter defined, shall be deemed to be $.57
representing the average closing price of the Common Stock on the date of execution of the Purchase Agreement and the four business days prior to such execution (the &#147;Deemed Conversion Price&#148;) (which Deemed Conversion Price is subject to
adjustment in the same manner that the Conversion Price is subject to adjustment as provided in Sections 5.5 and 5.6). </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">5. <U>Conversion of Note</U>. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">5.1. <U>Right to Convert.</U> Subject to and upon compliance with the provisions hereof, the holder of this Note shall have the right, at such
holder&#146;s option, at any time, to convert all or any portion of the unpaid principal amount hereof and all or any portion of accrued but unpaid interest into shares of Common Stock, $.001 par value, of the Company (&#147;Common Stock&#148;) at
the price of $0.10810 per share (the &#147;Original Conversion Price&#148;), or, in case an adjustment of such price has taken place pursuant to the further provisions of this Section 5, then at the price as last adjusted and in effect on the date
this Note or portion hereof is presented for conversion (the Original Conversion Price or the Original Conversion Price as last adjusted, as the case may be, being referred to herein as the &#147;Conversion Price&#148;). The minimum principal amount
of this Note which may be converted at any time shall be the lesser of (a) $100,000 or (b) the outstanding principal balance of this Note. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">5.2. <U>Exercise of Conversion Privilege</U>. In order to exercise the conversion privilege, the holder of this Note shall present it to the Company at
the office of the Company, accompanied by written notice to the Company (with copies to the holders of any other Notes) that the holder elects to convert this Note, or, if less than the entire unpaid principal amount hereof and interest thereon is
to be converted, the portion hereof to be converted. Such notice shall also state the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. As
soon as practicable after the receipt of such notice and the presentation of this Note, the Company shall issue and shall deliver to the holder of this Note a certificate or certificates for the number of full shares of Common Stock issuable upon
the conversion of this Note (or portion hereof), and provision shall be made for any fraction of a share as provided in Section 5.3 hereof. Such conversion shall be deemed to have been effected immediately prior to the close of business on </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">3 </FONT></P>


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<FONT FACE="Times New Roman" SIZE="2">the date on which such notice shall have been received by the Company and this Note shall have been presented as aforesaid, and conversion shall be at the
Conversion Price in effect at such time, and at such time the rights of the holder of this Note as such holder shall cease (to the extent this Note is so converted) and the person or persons in whose name or names any certificate or certificates for
shares shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby. Upon conversion of less than all of the unpaid principal amount and interest of this Note, appropriate
notation shall be made on this Note of the principal amount and/or interest so converted, and this Note shall be retained by the holder following such notation. Upon conversion of the balance of the principal amount and interest of this Note, this
Note shall be deemed cancelled and the holder shall surrender this Note to the Company. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT
FACE="Times New Roman" SIZE="2">5.3. <U>Adjustment for Fractional Shares</U>. No fractional shares or scrip shall be issued upon conversions of the Note. Any remaining principal amount shall be paid in cash. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">5.4. <U>Adjustment of Conversion Price</U>. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">5.4.1. <U>Upon Dilutive Issuances</U>. If the Company shall
issue or sell shares of its Common Stock or &#147;Common Stock Equivalents&#148; (as defined in Section 5.4.2 below) without consideration or at a price per share or &#147;Net Consideration Per Share&#148; (as defined in Section 5.4.3 below) less
than the Conversion Price in effect immediately prior to such issuance or sale, then in each such case the Conversion Price, except as hereinafter provided, shall be lowered so as to be equal to the greater of (1) the net aggregate consideration, if
any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued or deemed to be issued divided by the number of shares of Common Stock so issued or deemed to be issued, or (2) $0.001. </FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">5.4.2. <U>Common Stock Equivalents</U>. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="12%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(a)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><U>General</U>. For the purposes of this Section 5.4, the issuance of any warrants, options, subscription or purchase rights with respect to shares of Common Stock
and the issuance of any securities convertible into or exchangeable for shares of Common Stock and the issuance of any warrants, options, subscription or purchase rights with respect to such convertible or exchangeable securities (collectively,
&#147;Common Stock Equivalents&#148;), shall be deemed an issuance of Common Stock. Any obligation, agreement or undertaking to issue Common Stock Equivalents at any time in the future shall be deemed to be an issuance at the time such obligation,
agreement or undertaking is made or arises. No adjustment of the Conversion Price shall be made under this Section 5.4 upon the issuance of any shares of Common Stock which are issued pursuant to the exercise, conversion or exchange of any Common
Stock Equivalents if any adjustment shall </FONT>
</P></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">4 </FONT></P>


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<TD WIDTH="16%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P>
<FONT FACE="Times New Roman" SIZE="2">previously have been made upon the issuance of any such Common Stock Equivalents as above provided. </FONT></P></TD></TR></TABLE> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="12%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(b)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><U>Adjustments for Adjustment, Cancellation or Expiration of Common Stock Equivalents</U>. Should the Net Consideration Per Share of any such Common Stock Equivalents be decreased
or increased from time to time, then, upon the effectiveness of each such change, the Conversion Price will be that which would have been obtained (1) had the adjustments made pursuant to Section 5.4.1 upon the issuance of such Common Stock
Equivalents been made upon the basis of the new Net Consideration Per Share of such securities, and (2) had the adjustments made to the Conversion Price since the date of issuance of such Common Stock Equivalents been made to such Conversion Price
as adjusted pursuant to clause (1) above. Any adjustment of the Conversion Price with respect to this Section which relates to any Common Stock Equivalent shall be disregarded if, as, and when such Common Stock Equivalent expires or is canceled
without being exercised, or is repurchased by the Company at a price per share at or less than the original purchase price, so that the Conversion Price effective immediately upon such cancellation or expiration shall be equal to the Conversion
Price that would have been in effect had the expired or canceled Common Stock Equivalent not been issued. </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">5.4.3. <U>Net Consideration Per Share</U>. For purposes of this Section 5.4, the &#147;Net Consideration Per Share&#148; which shall be
receivable by the Company for any Common Stock Equivalents shall be determined as follows: </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="12%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(a)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">The &#147;Net Consideration Per Share&#148; shall mean the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such Common Stock
Equivalents, plus the minimum amount of consideration, if any, payable to the Company upon exercise, conversion or exchange thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such Common Stock Equivalents
were exercised, exchanged or converted. </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="12%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(b)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">The &#147;Net Consideration Per Share&#148; which shall be receivable by the Company shall be determined in each instance as of the date of issuance of Common Stock Equivalents
without giving effect to any possible future upward price adjustments or rate adjustments which may be applicable with respect to such Common Stock Equivalents. </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">5 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">5.4.4. <U>Stock Dividends for Holders of Capital Stock Other Than Common Stock</U><B>.
</B>In the event that the Company shall make or issue, or shall fix a record date for the determination of holders of any capital stock of the Company, <I>other than</I> holders of Common Stock, entitled to receive a dividend or other distribution
payable in Common Stock or securities of the Company convertible into or otherwise exchangeable for shares of Common Stock of the Company, then such Common Stock or other securities issued in payment of such dividend shall be deemed to have been
issued for a consideration of $0.001. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">5.4.5.
<U>Consideration Other than Cash</U>. For purposes of this Section 5.4, if a part or all of the consideration received by the Company in connection with the issuance of shares of the Common Stock or the issuance of any of the securities described in
this Section 5.4 consists of property other than cash, such consideration shall be deemed to have a fair market value as is reasonably determined in good faith by the Board of Directors of the Company. In the event of any dispute between the holders
of the Note and the Company regarding the determination of fair market value, at the option of the holder of the Note, the Company shall engage a consulting firm or investment banking firm, reasonably acceptable to the holder of the Note, to prepare
an independent appraisal of the fair market value of such property to be distributed. The expenses of any appraisal by such consulting or investment banking firm shall be borne by the Company only if the fair market value of such property to be
distributed, as determined in the independent appraisal, differs from the amount determined by the Board of Directors by at least ten percent (10%), and otherwise the expenses of any such appraisal shall be paid by the holders of the Notes.
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">5.4.6. <U>Exercise of Outstanding Warrants or
Options</U>. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="12%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(a)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">In the event that the holder of a warrant to purchase Common Stock which is outstanding on the date of original issuance of this Note (an &#147;Outstanding Warrant&#148;) (such date
referred to as the &#147;Original Issuance Date&#148;) shall exercise such Outstanding Warrant on a date subsequent to the Original Issuance Date, then, in each such case, the Conversion Price of this Note then in effect shall be automatically
adjusted downward so that the number of shares of Common Stock into which this Note is convertible (at such adjusted Conversion Price) shall represent the same Percentage Ownership (as hereinafter defined) as the Percentage Ownership which the
shares into which this Note was convertible at the unadjusted Conversion Price represented immediately prior to the exercise of such Outstanding Warrant. </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT
SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="12%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(b)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">In the event that the holder of an option to purchase Common Stock which is outstanding on the Original Issuance Date (an &#147;Outstanding Option&#148;) shall
exercise such option on a date </FONT>
</P></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">6 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">


<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="16%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P>
<FONT FACE="Times New Roman" SIZE="2">subsequent to the Original Issuance Date, then, in each such case, the Conversion Price of this Note then in effect shall be automatically adjusted downward
so that the number of shares of Common Stock into which this Note is convertible (at such adjusted Conversion Price) shall represent the same Percentage Ownership (as hereinafter defined) as the Percentage Ownership which the shares into which this
Note was convertible at the unadjusted Conversion Price represented immediately prior to the exercise of such Outstanding Option; <I>provided</I> that the adjustment to the Conversion Price required by this subparagraph (b) shall not apply with
respect to the exercise of Outstanding Options to purchase up to 300,000 shares of Common Stock (with appropriate adjustments to such number of shares to reflect adjustments to the number of shares of Common Stock issuable under outstanding options
in accordance with the anti-dilution terms of such options). </FONT></P></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="12%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(c)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">In the event that the holder of preferred stock, convertible into Common Stock, which is outstanding on the Original Issuance Date (&#147;Outstanding Preferred&#148;) shall convert
such Outstanding Preferred on a date subsequent to the Original Issuance Date, then, in each such case, the Conversion Price of this Note then in effect shall be automatically adjusted downward so that the number of shares of Common Stock into which
this Note is convertible (at such adjusted Conversion Price) shall represent the same Percentage Ownership (as hereinafter defined) as the Percentage Ownership which the shares into which this Note was convertible at the unadjusted Conversion Price
represented immediately prior to the conversion of such Outstanding Preferred. Notwithstanding the foregoing, no adjustment to the Conversion Price shall be made as a result of the conversion of any shares of Series B Convertible Stock on the
Original Issuance Date. </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="12%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(d)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">For purposes of this Section 5.4.6, the term &#147;Percentage Ownership&#148; of particular shares shall mean the number of votes such shares possess with respect
to the election generally of directors, divided by the number of votes possessed by all Voting Securities at such time with respect to the election generally of directors. For this purpose, the term &#147;Voting Securities&#148; shall mean all
outstanding securities (debt or equity) of the Company entitled to vote generally in the election of directors (excluding the Notes) <I>plus</I> the shares into which the Notes are then convertible <I>plus</I> the shares into which all other
outstanding convertible securities (which term expressly excludes any Outstanding Options, Outstanding Warrants, or Outstanding Preferred) are then convertible <I>plus</I> the shares which are then issuable upon the </FONT>
</P></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">7 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">


<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="16%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:0%">
<FONT FACE="Times New Roman" SIZE="2">exercise of options granted after the Original Issuance Date which remain unexercised on the date of determination <I>plus </I>the shares which are then
issuable upon the exercise of up to 300,000 Outstanding Options which remain outstanding on the date of determination). </FONT></P></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">5.4.7. <U>Exceptions to Anti-dilution Adjustments</U><B>. </B>This Section 5.4 shall not apply under any of the following circumstances:
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="12%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(a)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">upon the occurrence of any event which would constitute an Extraordinary Common Stock Event (as described below); </FONT></TD></TR></TABLE> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="12%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(b)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">except as provided in Section 5.4.6, upon the exercise or conversion of any warrants, options, or convertible securities issued and outstanding on the date of original issuance of
this Note; </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="12%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(c)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">upon the grant of any options to purchase Common Stock under any employee benefit plan now existing or implemented in the future, <I>provided</I> the grant of such options is
approved by the Board of Directors of the Company, and <I>further provided </I>the total number of shares of Common Stock subject to options granted on or after the date of original issuance of this Note is no greater than 21,766,212 plus amounts
permitted pursuant to Section 9.11 of the Purchase Agreement; or </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="12%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(d)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">upon the exercise of any options referenced in Section 5.4.7(c). </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">5.5. <U>Adjustment Upon Extraordinary Common Stock Event</U>. Upon the happening of an Extraordinary Common Stock Event (as hereinafter defined), the
Conversion Price shall, simultaneously with the happening of such Extraordinary Common Stock Event, be adjusted by multiplying the Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such Extraordinary Common Stock Event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such Extraordinary Common Stock Event, and the product so obtained shall thereafter
be the Conversion Price, which, as so adjusted, shall be readjusted in the same manner upon happening of any successive Extraordinary Common Stock Event Events. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">An &#147;Extraordinary Common Stock Event&#148; shall mean (i) the issue of additional shares of Common Stock as a dividend or other distribution on
outstanding shares of Common Stock, (ii) subdivision of outstanding shares of Common Stock into a greater number of shares of Common Stock, or (iii) a combination or reverse stock split of outstanding shares of Common Stock into a smaller number of
shares of the Common Stock. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">8 </FONT></P>


<p Style='page-break-before:always'>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">5.6. <U>Adjustment Upon Capital Reorganization or Reclassification</U><B>. </B>If the Common Stock shall
be changed into the same or different number of shares of any other class or classes of capital stock, whether by capital reorganization, recapitalization, reclassification or otherwise (other than an Extraordinary Common Stock Event), then and in
each such event the holder of each Note shall have the right thereafter to convert such Note into, in lieu of the number of shares of Common Stock which the holder would otherwise have been entitled to receive, the kind and amount of shares of
capital stock and other securities and property receivable upon such reorganization, recapitalization, reclassification or other change by the holders of the number of shares of Common Stock into which such Note could have been converted immediately
prior to such reorganization, recapitalization, reclassification or change, all subject to further adjustment as provided herein. The provision for such conversion right shall be a condition precedent to the consummation by the Company of any such
transaction. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">5.7. <U>Certificate as to Adjustments; Notice by
Company</U><B>.</B> In each case of an adjustment or readjustment of the Conversion Price, the Company at its expense will furnish each holder of the Note with a certificate prepared by the Treasurer or Chief Financial Officer of the Company,
showing such adjustment or readjustment, and stating in detail the facts upon which such adjustment or readjustment is based. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">5.8. <U>Consolidation or Merger</U>. If any consolidation or merger of the Company with another corporation shall be effected, then, as a condition of
such consolidation or merger, lawful and adequate provision shall be made whereby the holder of the Note shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common
Stock of the Company immediately theretofore receivable upon the conversion of the Note, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares equal to the number of
shares of Common Stock immediately theretofore so receivable by such holder had such consolidation or merger not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of such holder to the end
that the provisions hereof (including without limitation provisions for adjustment of the Conversion Price) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the
exercise of such conversion rights. The Company shall not effect any such consolidation or merger, unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such
consolidation or merger shall assume by written instrument executed and mailed or delivered to the holder hereof, the obligation to deliver to such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions,
such holder may be entitled to receive. Except as expressly set forth in this Section 5.8, however, nothing contained in this Section 5.8 will be deemed to restrict the Company from entering into a consolidation or merger; <I>provided, however,</I>
that the restrictions of the Purchase Agreement shall remain applicable. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT
FACE="Times New Roman" SIZE="2">5.9. <U>Notice of Certain Actions</U>. In case at any time: </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">5.9.1. the Company shall declare any dividend upon shares of its capital stock payable in securities or make any special dividend or other
distribution; </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">9 </FONT></P>


<p Style='page-break-before:always'>
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 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">5.9.2. the Company shall offer for subscription pro rata to the holders of any class of
its capital stock any additional securities of any class or other rights; </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">5.9.3. there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with, or sale of all or substantially all its assets to, another
corporation; </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">5.9.4. there shall be a
voluntary or involuntary dissolution, liquidation or winding-up of the Company; or </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">5.9.5. the Company shall enter into an agreement or adopt a plan for the purpose of effecting a consolidation, merger, or sale of all or
substantially all of its assets; </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">then, in any one or more of said cases, the
Company shall give written notice, by first class mail, postage prepaid, to the registered holder hereof, of the date on which (a) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription
rights, or (b) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of shares of record shall
participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation, or winding-up, as the case may be. Such written notice shall be given at least 30 days prior to the action in question and not less than 30 days prior to the record date or the date on which the Company&#146;s transfer books are closed
in respect thereto. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">5.10. <U>Registration and Listing</U>. If
any shares required to be reserved for purposes of conversions of the Note hereunder require registration with or approval of any governmental authority under any federal (other than the Securities Act of 1933 or similar federal statute then in
force) or state law, or listing on any national securities exchange, before such shares may be issued upon conversion, the Company will, at its expense, as expeditiously as possible cause such shares to be duly registered or approved, or listed on
the relevant national securities exchange, as the case may be. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman"
SIZE="2">5.11. <U>Automatic Conversion</U>. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">5.11.1. <U>Events Causing Conversion</U>. Immediately (A) upon the closing of a Qualified Public Offering, as hereinafter defined, but subject to such closing, or (B) upon the closing of a Qualified Sale of the Company, but subject to such
closing, this Note shall be converted automatically into the number of shares of Common Stock into which the Note is then convertible pursuant to Section 5.1 as of the closing and consummation of such Qualified Public Offering or the date of the
event constituting the Qualified Sale of the Company, without any further </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">10 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%">
<FONT FACE="Times New Roman" SIZE="2">action by the holder of the Note and whether or not the Note is surrendered to the Company or its transfer agent. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">5.11.2. <U>Definitions</U>. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="12%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(a)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">A &#147;Qualified Public Offering&#148; shall mean an underwritten public offering on a firm commitment basis pursuant to an effective registration statement filed pursuant to the
Securities Act of 1933, as amended (other than on Form S-4 or S-8 or any successor forms thereto), covering the offer and sale of Common Stock for the account of the Company in which the Company actually receives gross proceeds equal to or greater
than $70,000,000 (calculated before deducting underwriters discounts and commissions and before calculation of expenses), and in which the price per share of Common Stock equals or exceeds $0.3243 (such price subject to adjustment in the same manner
that the Conversion Price is subject to adjustment under this Section 5). </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="12%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(b)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">A &#147;Qualified Sale of the Company&#148; shall mean a Sale of the Company which provides for minimum consideration payable with respect to each share of Common Stock (on a fully
diluted basis) of at least $0.3243 in cash or in market value of &#147;Liquid Stock&#148; (such price subject to adjustment in the same manner that the Conversion Price is subject to adjustment under this Section 5). </FONT></TD></TR></TABLE> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="12%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(c)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">The term &#147;Sale of the Company&#148; shall mean a merger or consolidation of the Company with another company which is not an Affiliate of the Company, the sale of all or
substantially all of the assets of the Company to a company which is not an Affiliate of the Company, or the sale of all or substantially all of the outstanding Common Stock of the Company to a person or persons who are not then stockholders of the
Company or an Affiliate of the Company. </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="12%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(d)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">&#147;Liquid Stock&#148; shall mean capital stock which is registered under Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, as amended, the disposition of
which would not be significantly restricted by low trading volume; <I>provided, </I>that capital stock which is either (i) listed for trading on the NASDAQ National Market System with average daily trading volume over the past six months of at least
75,000 shares, or (ii) listed for trading on the New York Stock Exchange, Inc. shall be deemed to be Liquid Stock. </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">11 </FONT></P>


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<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="12%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(e)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">The term &#147;Affiliate&#148; shall mean a person who controls, is controlled by, or is under common control with, the Company. </FONT></TD></TR></TABLE> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">5.11.3. <U>Automatic Conversion Upon Failure to Pay Purchase
Price Installment</U>. In the event that the holder shall fail to pay any installment of the purchase price of this Note when due pursuant to any of Sections 1.1(b)(ii)-(ix) of the Purchase Agreement, and such failure shall not be cured on or before
the 20</FONT><FONT FACE="Times New Roman" SIZE="1" COLOR="#000000"><SUP>th</SUP></FONT><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000"> calendar day following such due date, this Note shall immediately be converted automatically into the
number of shares of Common Stock into which the Note is then convertible pursuant to Section 5.1 as of the close of business of such 20</FONT><FONT FACE="Times New Roman" SIZE="1" COLOR="#000000"><SUP>th</SUP></FONT><FONT FACE="Times New Roman"
SIZE="2" COLOR="#000000"> day, without any further action by the holder of the Note and whether or not the Note is surrendered to the Company or its transfer agent. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">5.11.4. <U>Surrender of Certificates Upon Automatic Conversion</U>.<B> </B>Upon the occurrence of the
conversion event specified in either Section 5.11.1 or 5.11.3, the holder of the Note shall, upon notice from the Company, surrender the Note at the office of the Corporation or its transfer agent for the Common Stock. Thereupon, there shall be
issued and delivered to such holder a certificate or certificates for the number of shares of Common Stock into which the Note so surrendered was convertible on the date on which the conversion occurred. The Company shall not be obligated to issue
such certificates unless the Note is either delivered to the Company or any such transfer agent or the holder notifies the Company that the Note has been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify
the Company from any loss incurred by it in connection therewith. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">6. <U>Event of Default</U>. In case an Event of Default, as defined in the Purchase Agreement, shall have occurred and be continuing, the unpaid principal of the Note and any accrued and unpaid interest thereon may be declared, and upon
such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Purchase Agreement and the Collateral Agreements. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">7. <U>Covenants</U>. The Company covenants and agrees with the registered holder of this Note to do (or refrain from doing)
all those things required of the Company pursuant to the covenants set forth in the Purchase Agreement and the Collateral Agreements. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">8. <U>Exchange or Replacement of Note</U>. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">8.1. The holder of the Note, at its option, may in person or by duly authorized attorney surrender the Note for exchange at the office of the Company, and
at the expense of the Company receive in exchange therefor a new Note in the same aggregate principal amount as the aggregate unpaid principal amount of the Note so surrendered and bearing interest at the same annual rate as the Note so surrendered,
each such new Note to be dated as of the date to which interest has been paid on the Note so surrendered and to be in such principal amount and, subject to the restrictions on transfer contained in the Purchase Agreement, payable to such person or
</FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">12 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">persons, or order, as such holder may designate in writing; provided, however, that the Company shall not be required to pay any tax which may be payable in
respect of any transfer involved in the issuance and delivery of any new Note in a name other than that of the holder of the Note surrendered in exchange therefor. Five days prior written notice of the holder&#146;s intention to make such exchange
shall be given to the Company. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">8.2. Upon receipt by the
Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Note and (in case of loss, theft or destruction) of indemnity satisfactory to it, and upon reimbursement to the Company of all reasonable expenses
incidental thereto, and upon surrender and cancellation of this Note, if mutilated, the Company will make and deliver a new Note of like tenor in lieu of this Note. Any Note made and delivered in accordance with the provisions of this paragraph (b)
shall be dated as of the date to which interest has been paid on this Note. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">9. <U>Amendments and Waivers</U>. The holders of more than 80% in aggregate principal amount of the Notes at the time outstanding and the Company may from time to time enter into agreements for the purpose of amending
or waiving any covenant, agreement or condition of the Notes or changing in any manner the rights of the holder of the Notes or the Company; and action of the holders of more than 80% in aggregate principal amount of the Notes at the time
outstanding shall bind all holders of the Notes, each future-holder of the Notes and upon the Company, whether or not such Notes shall have been marked to indicate such amendment or waiver, but any substitute Note issued thereafter shall bear a
notation referring to any such amendment or continuing waiver. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">10. <U>Communications</U>. All communications provided for hereunder shall be made in accordance with the requirements of Section 14.7 of the Purchase Agreement. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">11. <U>Severability</U>. Should any part but not the whole of this Note for any reason be declared invalid, such decision
shall not affect the validity of any remaining portion, which remaining portion shall remain in force and effect as if this Note had been executed with the invalid portion thereof eliminated, and it is hereby declared the intention of the parties
hereto that they would have executed the remaining portion of this Note without including therein any such part which may, for any reason, be hereafter declared invalid. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">12. <U>Captions</U>. The descriptive headings of the various Sections or parts of this Note are for convenience only and
shall not affect the meaning or construction of any of the provisions hereof. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">13. <U>Successors and Assigns</U>. This Note shall be binding upon the parties and their respective successors and assigns. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">13 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">14. <U>Governing Law</U>. This Note shall be governed by the laws of the State of Delaware. </FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0">

<TR>
<TD VALIGN="top" COLSPAN="3" WIDTH="91%"><FONT FACE="Times New Roman" SIZE="2"><B>A<SMALL>IR</SMALL>N<SMALL>ET</SMALL> C<SMALL>OMMUNICATIONS</SMALL> C<SMALL>ORPORATION</SMALL></B></FONT></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="7%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">By</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="91%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">/s/ Glenn A. Ehley</FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="91%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Print Name: Glenn A. Ehley</FONT></P></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="91%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Title: President and Chief Executive Officer</FONT></P></TD></TR>
</TABLE></DIV> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">14 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>SCHEDULE A </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">This schedule sets forth the principal amount borrowed by the Company from TECORE, up to the maximum amount set forth on the face of this Note.
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" ALIGN="center">

<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="bottom" WIDTH="32%"><FONT FACE="Times New Roman" SIZE="1"><B>Date</B></FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="32%"><FONT FACE="Times New Roman" SIZE="1"><B>Principal Amount</B></FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="32%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="1"><B>Signature of Authorized</B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="1"><B>Officer
of the Company</B></FONT></P></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="32%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">August 13, 2003</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="32%"><FONT FACE="Times New Roman" SIZE="2">$5,000,000</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="32%"><FONT FACE="Times New Roman" SIZE="2">/s/Joseph F. Gerrity, Airnet Corp.</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
</TABLE>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>SCHEDULE B </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">This schedule sets forth the principal amount and/or interest converted into Common Stock. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" ALIGN="center">

<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="bottom" WIDTH="32%"><FONT FACE="Times New Roman" SIZE="1"><B>Date</B></FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="32%"><FONT FACE="Times New Roman" SIZE="1"><B>Principal Amount Converted</B></FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="32%"><FONT FACE="Times New Roman" SIZE="1"><B>Interest Amount Converted</B></FONT></TD></TR>
<TR>
<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
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<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
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<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
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<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
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<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
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<TD VALIGN="bottom" COLSPAN="5"><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
</TABLE>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">A<SMALL>IR</SMALL>N<SMALL>ET</SMALL> C<SMALL>OMMUNICATIONS</SMALL> C<SMALL>ORPORATION</SMALL> </FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">SENIOR SECURED CONVERTIBLE NOTE </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">CONVERSION NOTICE </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman" SIZE="2">AirNet Communications Corporation: </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">The undersigned holder of this Note hereby irrevocably exercises the option
to convert this Note, or such portion hereof as is specified below, into shares of Common Stock of AirNet Communications Corporation in accordance with the terms of this Note, and directs that the shares issuable and deliverable upon the conversion
be issued in the name of and delivered to the undersigned unless a different name has been indicated below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay transfer taxes payable with respect
thereto. If this conversion involves fractional shares, please issue the related check to the same person entitled to receive the shares. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" ALIGN="center">

<TR>
<TD VALIGN="top" WIDTH="18%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Dated:
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="77%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Principal Amount to be converted (if less than all):</FONT></P></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="77%"> <P STYLE="margin-left:1.00em; text-indent:1.00em"><FONT FACE="Times New Roman" SIZE="2">$________________________</FONT></P></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="77%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Accrued Interest on Principal Amount to be converted:</FONT></P></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="18%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">If&nbsp;shares&nbsp;are&nbsp;to&nbsp;be&nbsp;issued</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="18%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">otherwise&nbsp;than&nbsp;to&nbsp;owner:</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" NOWRAP WIDTH="18%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Tax Identification</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="top" NOWRAP WIDTH="18%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Number of Transferee _______</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="77%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
___________________________________</FONT></P></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="77%"> <P STYLE="margin-left:1.00em; text-indent:7.00em"><FONT FACE="Times New Roman" SIZE="2">Signature of Owner</FONT></P></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="18%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">_________________________</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="18%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">_________________________</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="18%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">_________________________</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="77%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Please print name and address of Transferee (including zip code)</FONT></P></TD></TR>
</TABLE>
</BODY></HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-6
<SEQUENCE>8
<FILENAME>dex6.htm
<DESCRIPTION>EXHIBIT 6
<TEXT>
<HTML><HEAD>
<TITLE>Exhibit 6</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2"><B>Exhibit 6 </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B><U>ALLONGE TO BRIDGE LOAN PROMISSORY NOTE</U> </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" ALIGN="center">

<TR>
<TD VALIGN="top" WIDTH="14%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><B>Borrower:</B></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="3%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="83%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><B>AirNet Communications Corporation, a Delaware corporation</B></FONT></P></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="14%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><B>Lender:</B></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="3%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="83%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><B>TECORE, INC., a Texas corporation</B></FONT></P></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="14%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><B>Date of Note:</B></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="3%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="83%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><B>January 24, 2003</B></FONT></P></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="14%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><B>Principal&nbsp;Amount:</B></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="3%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="83%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><B>$3,000,000</B></FONT></P></TD></TR>
</TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B><U>Background</U>
</B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>WHEREAS, </B>Borrower, Lender and SCP Private Equity
Partners II, L.P., a Delaware limited partnership, are parties to that certain Securities Purchase Agreement, dated June 5, 2003 (&#147;Purchase Agreement&#148;), pursuant to which Lender agreed to a deferral of the payment of interest due to it
under the terms of the Bridge Loan Promissory Note (the &#147;Note&#148;) as set forth hereinafter; and </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>WHEREAS, </B>it is a condition of Closing (as defined in the Purchase Agreement) that Borrower and Lender execute an allonge to the Note evidencing
such deferral of interest; </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>NOW, THEREFORE,</B> for good and
valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged and intending to be legally bound, the parties hereto agree as follows: </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">1. <B><U>Deferral of Interest</U></B>. All interest that has accrued between January 24, 2003 and the date hereof under the
terms of the Note (the &#147;Accrued Interest&#148;) shall be deferred and shall be payable on August 13, 2007. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">2. <B><U>Interest</U></B>. The Accrued Interest shall compound at the rate of twelve percent (12%) per annum. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">3. <B><U>Continuing Effect</U></B>. Except as expressly set forth herein, all
of the terms of the Note shall remain in full force and effect. This Allonge to Bridge Loan Promissory Note is given as a modification of the Borrower&#146;s obligations under the Note and is not intended to be a novation of such obligations.
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">4. <B><U>Attachment to Note</U></B>. This Allonge to Bridge
Loan Promissory Note shall be and remain attached to a copy of the Note as evidence of Borrower&#146;s obligations thereunder and shall be an integral part thereof. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>[Signature Page Follows] </B></FONT></P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>IN WITNESS WHEREOF, </B>the Borrower has duly executed this Allonge to Bridge Loan Promissory Note as
of August 13, 2003. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0">

<TR>
<TD VALIGN="top" COLSPAN="3" WIDTH="87%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">AIRNET COMMUNICATIONS CORPORATION</FONT></P></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="11%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center" WIDTH="87%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">/s/ Glenn Ehley</FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="11%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Name:</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="87%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">Glenn Ehley</FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="11%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Title:</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="87%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">Pres. &amp; CEO</FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
</TABLE></DIV> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0">

<TR>
<TD VALIGN="top" COLSPAN="3" WIDTH="87%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">ACKNOWLEDGED AND ACCEPTED:</FONT></P></TD></TR>
<TR>
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
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<TD VALIGN="top" COLSPAN="3" WIDTH="87%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">TECORE, INC.</FONT></P></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="11%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center" WIDTH="87%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">/s/ Jay Salkini</FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="11%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Name:</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="87%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Jay Salkini</FONT></P></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="11%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Title:</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="87%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">President</FONT></P></TD></TR>
</TABLE>
</BODY></HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-7
<SEQUENCE>9
<FILENAME>dex7.htm
<DESCRIPTION>EXHIBIT 7
<TEXT>
<HTML><HEAD>
<TITLE>Exhibit 7</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2"><B>Exhibit 7 </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><U>FIRST AMENDMENT TO SECURITY AGREEMENT</U> </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">THIS FIRST AMENDMENT TO SECURITY AGREEMENT (this &#147;Amendment&#148;) is made and entered into this <U>13<FONT FACE="Times New Roman" SIZE="1"
COLOR="#000000"><SUP>th</SUP></FONT><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000"></FONT></U><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000"> day of August, 2003, by and among AIRNET COMMUNICATIONS CORPORATION (the
&#147;Borrower&#148;), SCP PRIVATE EQUITY PARTNERS II, L.P. (&#147;SCP&#148;), and TECORE, INC. (&#147;TECORE&#148;). </FONT></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><U>RECITALS</U>: </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The parties are parties to that certain Security Agreement, dated January 24, 2003 (the &#147;Security Agreement&#148;) pursuant to which the Borrower
granted unto SCP and TECORE, as the Lenders, a security interest in and to certain Collateral. Capitalized terms used herein that are defined in the Security Agreement shall have the meanings defined therein. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Lenders have, effective as of the date hereinabove set forth, extended
additional credit, and made additional loans, to Borrower. The Borrower has issued to SCP a Senior Secured Convertible Note in the principal amount of $4,000,000 (the &#147;SCP Note&#148;), and the Borrower has issued to TECORE a Senior Secured
Convertible Note in the principal amount of $12,000,000 (the &#147;TECORE Note&#148;) and, together with the SCP Note, the &#147;Convertible Notes&#148;). The parties desire to amend the Security Agreement to reflect their agreement and
understanding that the rights and privileges granted to the Lenders thereunder shall apply to the indebtedness evidenced by the Convertible Notes. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">NOW, THEREFORE, for and in consideration of the credit extended to the Borrower by the Lenders, as reflected in the Convertible Notes, and in further
consideration of the premises, and intending to be legally bound, the parties covenant and agree as follows: </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">1. <U>Amendments to Security Agreement</U>. The Security Agreement is hereby amended as follows: </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">a. The following new definitions are added to Section 1: </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;Senior Secured Convertible Notes&#148; shall mean that
certain Senior Secured Convertible Note, in the principal amount of $12,000,000, issued by the Borrower and payable to the order of TECORE, dated August 11, 2003, and that certain Senior Secured Convertible Note, in the principal amount of
$4,000,000, issued by the Borrower and payable to the order of SCP dated August 13, 2003. </FONT></P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;Securities Purchase Agreement&#148; shall mean that certain Securities Purchase
Agreement, dated June 5, 2003, by and among Borrower and the Lenders, pursuant to which the Borrower issued the Senior Secured Convertible Notes to the Lenders.&#148; </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">b. The following sentence shall be added to the end of the definition of the term &#147;Debt&#148; in Section 1: </FONT></P>
<P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">&#147;Without limiting the generality of the foregoing, the term
&#147;Debt&#148; shall also include all indebtedness, both principal and interest, of the Borrower to the Lenders now or hereafter due and evidenced by the Senior Secured Convertible Notes.&#148; </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">c. The definition of the term &#147;Event of Default&#148; in Section 1 shall
be revised by deleting the period at the end of the sentence, and by adding the following phrase: </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">&#147;, or (iii) any default by the Borrower in the performance of its obligations under either of the Senior Secured Convertible Notes, or under the
Securities Purchase Agreement, or any of the Events of Default described therein.&#148; </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT
FACE="Times New Roman" SIZE="2">d. The definition of the term &#147;Loan Documents&#148; in Section 1 shall be revised to add the following at the end thereof: </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">&#147;Without limiting the generality of the foregoing, the term &#147;Loan Documents&#148; shall include the Senior Secured Convertible Notes and the
Securities Purchase Agreement.&#148; </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">e. Section 2 of the
Security Agreement is hereby amended by adding the phrase &#147;, the Senior Secured Convertible Notes&#148; immediately after the word &#147;Notes&#148; in the first sentence thereof. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">f. Section 10 of the Security Agreement is hereby amended by adding the following after the first sentence thereof:
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;For purposes of this Agreement, the Debt shall be
deemed to be paid and performed in full upon the conversion of the Senior Secured Convertible Notes into common stock pursuant to the terms of said Senior Secured Convertible Notes.&#148; </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">2. <U>Acknowledgment and Ratification</U>. The parties hereto hereby acknowledge, confirm and ratify the terms of the
Security Agreement, as amended by this Amendment. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">2 </FONT></P>


<p Style='page-break-before:always'>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">3. <U>Counterparts</U>. The Amendment may be executed in several counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same instrument. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2">(Signatures on Next Page) </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">3 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the day and year
first hereinabove set forth. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0">

<TR>
<TD VALIGN="top" COLSPAN="3" WIDTH="91%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">BORROWER:</FONT></P></TD></TR>
<TR>
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3" WIDTH="91%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">AIRNET COMMUNICATIONS CORPORATION</FONT></P></TD></TR>
<TR>
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3" WIDTH="91%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">By: &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;/s/ Glenn A. Ehley</FONT></P><HR
WIDTH="94%" SIZE="1" NOSHADE COLOR="#000000" ALIGN="right"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3" WIDTH="91%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Title: &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pres. &amp; CEO</FONT></P><HR WIDTH="91%"
SIZE="1" NOSHADE COLOR="#000000" ALIGN="right"></TD></TR>
<TR>
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3" WIDTH="91%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">LENDERS:</FONT></P></TD></TR>
<TR>
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3" WIDTH="91%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">SCP PRIVATE EQUITY PARTNERS II, L.P.</FONT></P></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="7%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="91%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">SCP Private Equity II General Partner, L.P.,</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">its general partner</FONT></P></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="7%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="91%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">SCP Private Equity II, LLC, its manager</FONT></P></TD></TR>
<TR>
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3" WIDTH="91%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">By: &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;/s/ James W. Brown</FONT></P><HR
WIDTH="94%" SIZE="1" NOSHADE COLOR="#000000" ALIGN="right"></TD></TR>
<TR>
<TD HEIGHT="32" COLSPAN="3"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3" WIDTH="91%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">TECORE, INC.</FONT></P></TD></TR>
<TR>
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3" WIDTH="91%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">By: &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;/s/ Jay Salkini</FONT></P><HR
WIDTH="94%" SIZE="1" NOSHADE COLOR="#000000" ALIGN="right"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3" WIDTH="91%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Title: &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;President &amp; CEO</FONT></P><HR WIDTH="91%"
SIZE="1" NOSHADE COLOR="#000000" ALIGN="right"></TD></TR>
</TABLE></DIV> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">4 </FONT></P>

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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8
<SEQUENCE>10
<FILENAME>dex8.htm
<DESCRIPTION>EXHIBIT 8
<TEXT>
<HTML><HEAD>
<TITLE>Exhibit 8</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2"><B>Exhibit 8 </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B><U>INTERCREDITOR AND SUBORDINATION AGREEMENT</U> </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">THIS AGREEMENT is dated as of the 13</FONT><FONT FACE="Times New Roman" SIZE="1" COLOR="#000000"><SUP>th</SUP></FONT><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000"> day of August, 2003, by and among: <B>AIRNET COMMUNICATIONS CORPORATION</B>, a Delaware corporation (the &#147;<U>Borrower</U>&#148;), <B>FORCE COMMUNICATIONS CORPORATION</B>, a Delaware corporation (&#147;<U>Force</U>&#148;),
<B>SANMINA CORPORATION</B>, a Delaware corporation (&#147;<U>Sanmina</U>&#148;), and <B>BROOKTROUT, INC.</B>, Massachusetts corporation (&#147;<U>Brooktrout</U>&#148; and together with Force and Sanmina, collectively and individually, the
&#147;<U>Subordinated Lender</U>&#148;); and <B>SCP PRIVATE EQUITY PARTNERS II, LP</B>, a Delaware limited partnership (&#147;<U>SCP II</U>&#148;) and <B>TECORE, INC.</B>, a Texas corporation (&#147;<U>Tecore</U>&#148; and together with SCP II,
collectively and individually, the &#147;<U>Lenders</U>&#148;). </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman"
SIZE="2"><U>WITNESSETH THAT</U>: </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">In order to induce the
Lenders to make financial accommodations to the Borrower, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Borrower and the Subordinated Lender hereby agree with the Lenders that, so long
as any Senior Indebtedness (as hereinafter defined) is outstanding or committed to be advanced, each such party will comply with such of the following provisions as are applicable to it: </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">1. <U>Certain Definitions</U>. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">1.1 <U>Senior Indebtedness</U>. The term &#147;<U>Senior Indebtedness</U>&#148; shall mean: </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) any and all loans, advances, extensions of credit to, and all other indebtedness, obligations and
liabilities, whether now existing or hereafter arising, direct or contingent, of the Borrower now or hereafter owing to the Lenders outstanding from time to time, whether pursuant to: </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(i) that certain Securities Purchase Agreement dated as of June 5, 2003, by and between the Borrower and the
Lenders, as the same may be amended, restated, supplemented, renewed, replaced or extended from time to time (the &#147;<U>Purchase Agreement</U>&#148;); </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(ii) those certain Convertible Promissory Notes dated August 13, 2003, as the same may be amended, restated, supplemented, renewed,
replaced or extended from time to time (the &#147;<U>Notes</U>&#148;), issued by the Borrower to the Lenders from time to time in the original aggregate principal amount of up to $16,000,000.00, or </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(iii) otherwise, including, without limitation, any and all
indebtedness to the Lenders in respect of any and all future loans or advances or extensions of credit made to the Borrower by the Lenders, or any of them, prior to, </FONT>
</P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%">
<FONT FACE="Times New Roman" SIZE="2">during or following any proceeding in respect of any Reorganization (as defined in <U>Section 3.2</U> hereof); and </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) all interest thereon and all fees, expenses and other
amounts (including costs of collection and reasonable attorneys&#146; fees) at any time owing to the Lenders, whether arising in connection with the Purchase Agreement, the Notes or such other indebtedness (regardless of the extent to which the
Purchase Agreement, the Notes or such other indebtedness is enforceable against the Borrower and regardless of the extent to which such amounts are allowed as claims against the Borrower in any Reorganization, and including any interest thereon
accruing after the commencement of any Reorganization and any other interest that would have accrued thereon but for the commencement of such Reorganization). </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">All Senior Indebtedness shall be entitled to the benefits of this Agreement without notice thereof being given to the Subordinated Lender. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">1.2 <U>Subordinated Indebtedness</U>. The term &#147;Subordinated
Indebtedness&#148; shall mean all existing and hereafter arising indebtedness, obligations and liabilities of the Borrower, to the Subordinated Lender, whether direct or contingent, and all claims, rights, causes of action, judgments and decrees in
respect of the foregoing, including, without limitation: </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(i) all indebtedness and obligations under that certain (a) Settlement Agreement dated October 29, 2001 between Borrower, as debtor, and Force, as creditor (the &#147;<U>Force Settlement Agreement</U>&#148;); (b)
Settlement Agreement dated November 7, 2001 between Borrower, as debtor, and Sanmina, as creditor (the &#147;<U>Sanmina Settlement Agreement</U>&#148;), (c) Settlement Agreement dated November 14, 2001 between Borrower, as debtor, and Brooktrout, as
creditor (the &#147;<U>Brooktrout Settlement Agreement</U>&#148;) and together with the Force Settlement Agreement and the Sanmina Settlement Agreement, the &#147;<U>Settlement Agreements</U>&#148;), which Settlement Agreements evidence obligations
of Borrower to Subordinated Lender in an amount not to exceed in the aggregate the sum of $4,500,000 (the &#147;<U>Subordinated Settlement Agreements</U>&#148;); and </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(ii) the obligations of each party (other than the Subordinated Lender) to, under or in respect of any
agreement or instrument securing any of the Borrower&#146;s obligations to the Subordinated Lender under the Subordinated Settlement Agreements (the &#147;<U>Subordinated Security Documents</U>&#148;) (the Subordinated Settlement Agreement and the
Subordinated Security Documents and any other agreement evidencing or relating to Subordinated Indebtedness being hereinafter collectively referred to as the &#147;<U>Subordinated Agreements</U>&#148;). </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">2. <U>Representations and Warranties</U>. The Subordinated Lender and the
Borrower each hereby, severally and not jointly, represents and warrants to the Lenders that: (a) At the date hereof, the total outstanding and unpaid Subordinated Indebtedness owing by the Companies to the Subordinated Lender pursuant to the
Subordinated Agreements is $738,000 plus amounts payable in the future to Sanmina under existing purchase agreements; (b) There is no default in respect of the Subordinated Indebtedness; (c) The Subordinated Lender is the holder of the </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">2 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">Subordinated Agreements free and clear of all liens, claims and encumbrances, and the Subordinated Lender is not subject to any contractual limitation or
restriction which would impair in any way its ability to execute or perform its obligations under this Agreement; and (d) True, accurate and complete copies of the Subordinated Agreements are attached hereto as <U>Exhibit A</U>. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">3. <U>Terms of Subordination</U>. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">3.1 <U>Permitted Payments of Subordinated Indebtedness.</U> The Borrower
may, from time to time, pay or cause to be paid to the Subordinated Lender, and the Subordinated Lender may accept and retain, regularly scheduled payments of principal and interest as and at the times when due and payable under the Subordinated
Settlement Agreements, as originally executed and delivered. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">3.2 <U>The Subordinated Lender&#146;s Junior Security</U>. The Subordinated Lender hereby confirms that, regardless of the relative times and method of attachment or perfection thereof (or any failure to perfect) or the order of filing of
financing statements, mortgages or other security agreements or documents, or anything in the Subordinated Agreements or this Agreement to the contrary, the security interests and liens granted or to be granted from time to time to secure the Senior
Indebtedness, shall in all respects be first and senior security interests and liens, superior to any security interests and liens granted or to be granted to the Subordinated Lender in assets of, or ownership interests in, the Borrower or any other
person pursuant to the Subordinated Agreements or otherwise, it being the express intention of the parties that, notwithstanding anything in this Agreement to the contrary, all liens and security interests granted to the Lenders from time to time
shall be prior and superior to any liens or security interests granted to the Subordinated Lender. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">4. <U>Limit on Right of Action</U>. (a) The Subordinated Lender agrees for the benefit of the Lenders and all future holders of the Senior Indebtedness
that so long as the Senior Indebtedness remains outstanding or committed to be advanced, the Subordinated Lender will not, directly or indirectly, take any action to exercise any of its remedies in respect of the Subordinated Indebtedness or any
guarantee of payment thereof, to initiate any Reorganization of, or litigation against, the Borrower or any guarantor of the Subordinated Indebtedness, or to foreclose or otherwise realize on any security given by the Borrower or any other person to
secure the Subordinated Indebtedness, so long as Borrower remains in compliance with its obligations to each applicable Subordinated Lender as provided in the applicable Settlement Agreements. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) The foregoing provisions of this Section 4 are solely for the purpose of
defining the relative rights of the Lenders, on the one hand, and the Subordinated Lender, on the other, and shall not otherwise limit or affect any rights which the Subordinated Lender may have against the Borrower under the terms of the
Subordinated Agreements. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">5. <U>Agreement to Hold in Trust</U>.
If the Subordinated Lender shall receive any payment on account of the Subordinated Indebtedness in violation of this Agreement, it shall </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">3 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">hold such payment in trust for the benefit of the Lenders and, promptly upon discovery or notice of such violation, pay it over to the Lenders for
application in payment of the Senior Indebtedness. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">6.
<U>Further Assurances</U>. The Borrower and the Subordinated Lender covenant to execute and deliver to the Lenders such further instruments and documents and take such further actions as the Lenders may from time to time reasonably request, and the
Borrower and the Lenders agree to execute and deliver to the Subordinated Lender such further instruments and documents and take such further actions as the Subordinated Lender may from time to time reasonably request, in each case for the purpose
of carrying out the provisions and intent of this Agreement. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">7. <U>Successors: Continuing Effect; Etc</U>. This Agreement is being entered into for the benefit of the holders of the Senior Indebtedness and the Subordinated Indebtedness, and their respective successors and assigns. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">8. <U>Entire Agreement; Amendment</U>. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter hereof, and no modification or waiver of any provision of this Agreement shall in any event be effective unless the same shall be in writing signed by the Lenders, and the Subordinated
Lender (unless such amendment or modification shall impose any additional obligations upon the Borrower, in which case such amendment or modification shall also require execution by the Borrower). </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">9. <U>Counterparts</U>. This Agreement may be executed by the parties hereto
in several counterparts hereof and by different parties hereto on separate counterparts hereof, each of which shall be an original and all of which counterparts shall together constitute one and the same agreement. Delivery of an executed signature
page of this Agreement by facsimile transmission shall be effective as an in-hand delivery of an original executed counterpart thereof. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>*Signatures on next page* </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">4 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">IN WITNESS WHEREOF, each of the undersigned has executed this Intercreditor and Subordination Agreement
or caused this Agreement to be executed by its duly authorized officer, partner or representative, as applicable, as of the day and year first above written. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" ALIGN="center">

<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="49%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><B>SUBORDINATED LENDER:</B></FONT></P></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" ROWSPAN="5" WIDTH="49%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Force Computers, Inc.</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">4305 Cushing Parkway</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT
FACE="Times New Roman" SIZE="2">Fremont, California 94538</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Attention: General Counsel</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Telecopy No.: 510-25208450</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="49%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><B>FORCE COMPUTERS, INC.</B></FONT></P></TD></TR>
<TR>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="49%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">By: /s/ Michael Grady</FONT></P><HR WIDTH="93%" SIZE="1" NOSHADE COLOR="#000000"
ALIGN="right"></TD></TR>
<TR>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="49%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Name: Michael Grady</FONT></P><HR WIDTH="88%" SIZE="1" NOSHADE COLOR="#000000"
ALIGN="right"></TD></TR>
<TR>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="49%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Title: General Counsel &amp; Secretary</FONT></P><HR WIDTH="91%" SIZE="1" NOSHADE
COLOR="#000000" ALIGN="right"></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" ROWSPAN="5" WIDTH="49%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Sanmina Corporation</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">2700 North First Street</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT
FACE="Times New Roman" SIZE="2">San Jose, California 95134</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Attention: V.P. &amp; Corporate Counsel</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Telecopy No.: 408-964-3636</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="49%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><B>SANMINA &#150;SCI CORPORATION</B></FONT></P></TD></TR>
<TR>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
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<TD VALIGN="bottom" WIDTH="49%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">By: /s/ Stephen H. Jackman</FONT></P><HR WIDTH="93%" SIZE="1" NOSHADE COLOR="#000000"
ALIGN="right"></TD></TR>
<TR>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="49%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Name: Stephen H. Jackman</FONT></P><HR WIDTH="88%" SIZE="1" NOSHADE COLOR="#000000"
ALIGN="right"></TD></TR>
<TR>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="49%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:3.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Title: VP &#150; Corporate Counsel</FONT></P><HR WIDTH="82%" SIZE="1" NOSHADE COLOR="#000000"
ALIGN="right"></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" ROWSPAN="5" WIDTH="49%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Brooktrout, Inc.</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">250 First Avenue, Suite 300</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT
FACE="Times New Roman" SIZE="2">Needham, MA 02494</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Attention: Corporate Counsel</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Telecopy No.: 781-453-3537</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="49%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><B>BROOKTROUT, INC.</B></FONT></P></TD></TR>
<TR>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="49%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">By: /s/ Eric R. Giler</FONT></P><HR WIDTH="93%" SIZE="1" NOSHADE COLOR="#000000"
ALIGN="right"></TD></TR>
<TR>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="49%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Name: Eric R. Giler</FONT></P><HR WIDTH="88%" SIZE="1" NOSHADE COLOR="#000000"
ALIGN="right"></TD></TR>
<TR>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="49%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:3.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Title: President</FONT></P><HR WIDTH="82%" SIZE="1" NOSHADE COLOR="#000000"
ALIGN="right"></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="49%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><B>BORROWER:</B></FONT></P></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" ROWSPAN="4" WIDTH="49%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">AirNet Communications Corporation</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">3950 Dow Road</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT
FACE="Times New Roman" SIZE="2">Melbourne, Florida 32934</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Attention: Glenn A. Ehley, President</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">and Chief Executive Officer</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT
FACE="Times New Roman" SIZE="2">Telecopy No.: 321-676-9914</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="49%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><B>AIRNET COMMUNICATIONS CORPORATION</B></FONT></P></TD></TR>
<TR>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="49%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">By: /s/ Glenn
Ehley</FONT></P><HR WIDTH="93%" SIZE="1" NOSHADE COLOR="#000000" ALIGN="right"></TD></TR>
<TR>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="49%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Name: Glenn Ehley</FONT></P><HR WIDTH="88%" SIZE="1" NOSHADE COLOR="#000000"
ALIGN="right"></TD></TR>
<TR>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="49%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:3.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Title: President &amp; CEO</FONT></P><HR WIDTH="82%" SIZE="1" NOSHADE COLOR="#000000"
ALIGN="right"></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" ROWSPAN="7" WIDTH="49%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">SCP Private Equity Partners II, LP</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">300 Building</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT
FACE="Times New Roman" SIZE="2">435 Devon Park Drive</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Wayne, Pennsylvania 19087</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Attention: James W. Brown</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT
FACE="Times New Roman" SIZE="2">Telecopy No. 610-975-9546</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="49%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><B>LENDERS:</B></FONT></P></TD></TR>
<TR>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="49%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><B>SCP PRIVATE EQUITY PARTNERS II, LP</B></FONT></P></TD></TR>
<TR>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="49%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">By: /s/ James W. Brown</FONT></P><HR WIDTH="93%" SIZE="1" NOSHADE COLOR="#000000"
ALIGN="right"></TD></TR>
<TR>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="49%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Name: James W. Brown</FONT></P><HR WIDTH="88%" SIZE="1" NOSHADE COLOR="#000000"
ALIGN="right"></TD></TR>
<TR>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="49%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:3.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Title: a Manager</FONT></P><HR WIDTH="82%" SIZE="1" NOSHADE COLOR="#000000"
ALIGN="right"></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" ROWSPAN="5" WIDTH="49%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Tecore, Inc.</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">7165 Columbia Gateway Drive</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT
FACE="Times New Roman" SIZE="2">Columbia, Maryland 21406</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Attention: Jay Salkini, President</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Telecopy No.: 410-872-6010</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="49%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><B>TECORE, INC.</B></FONT></P></TD></TR>
<TR>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="49%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">By: /s/ Jay Salkini</FONT></P><HR WIDTH="93%" SIZE="1" NOSHADE COLOR="#000000"
ALIGN="right"></TD></TR>
<TR>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="49%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Name: Jay Salkini</FONT></P><HR WIDTH="88%" SIZE="1" NOSHADE COLOR="#000000"
ALIGN="right"></TD></TR>
<TR>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="49%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:3.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Title: President &amp; CEO</FONT></P><HR WIDTH="82%" SIZE="1" NOSHADE COLOR="#000000"
ALIGN="right"></TD></TR>
</TABLE>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-9
<SEQUENCE>11
<FILENAME>dex9.htm
<DESCRIPTION>EXHIBIT 9
<TEXT>
<HTML><HEAD>
<TITLE>Exhibit 9</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2"><B>Exhibit 9 </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>AMENDED AND RESTATED </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>AIRNET BONUS
PROGRAM </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>DATED AND EFFECTIVE AUGUST 13, 2003 </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">The Amended and Restated AirNet Bonus Program (the &#147;BONUS PROGRAM&#148;) shall consist of an Acquisition Bonus Program for Employees
and a Management Bonus Program, each described below. This BONUS PROGRAM replaces the Amended and Restated AirNet Bonus Program dated and effective August 13, 2002. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">I. BONUS PROGRAM FOR EMPLOYEES TIED TO SALE OF CONVERTIBLE NOTES OTHER THAN IN CONNECTION WITH THE SALE OF THE COMPANY. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">AirNet Communications Corporation has issued secured convertible promissory notes in the
aggregate amount of $16,000,000 (&#147;Convertible Notes&#148;) to TECORE, Inc. (&#147;Tecore&#148;) and to SCP Private Equity Partners II, LLP (&#147;SCP&#148;) (SCP and Tecore, and any of their affiliates who acquire an interest in the respective
Convertible Notes each referred to as a &#147;Noteholder&#148; and together referred to as &#147;Noteholders&#148;). The employee share under this Bonus Program tied to the sale of Convertible Notes (&#147;CNBP&#148;) shall be ten percent (10%)
(&#147;Allocation Amount&#148;) calculated as a percentage of the aggregate proceeds in excess of the principal balance and related accrued and unpaid interest then outstanding under the Convertible Note (or portion of a Convertible Note sold) and
paid to any Noteholder in connection with the sale by such Noteholder to any party of all or any portion of the Convertible Notes, other than in connection with a Sale of the Company (as defined below). By way of illustration: (a) if the principal
balance under a Convertible Note is $9,000,000 and the amount of accrued and unpaid interest is $1,000,000 and a Noteholders sells 100% of the Convertible Note for $20,000,000, the Sale of Note Proceeds (defined below) available for distribution to
the Noteholder in connection with their sale of all of the Convertible Note would be $10,000,000, and $1,000,000 would be allocated to the CNBP; and (b) if the principal balance then outstanding under a Convertible Note is $9,000,000 and the amount
of accrued and unpaid interest is $1,000,000 and a Noteholder sells one half of the Convertible Note for $7,000,000, the Sale of Note Proceeds available for distribution to the Noteholder would be $2,000,000 (the amount in excess of one half of the
principal balance or $4,500,000 plus one half of the related accrued and unpaid interest, or the amount in excess of $5,000,000) and the Allocation Amount to be allocated to the CNBP would be 10% of $2,000,000 or $200,000. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">The obligation of the Noteholders to fund the CNBP is contained in the Tag Along Allocation
Agreement dated as of August 13, 2003 by and among the Company and the Noteholders (the &#147;Tag Along Allocation Agreement&#148;). If either or both of the Noteholders receive consideration other than cash for the sale of the Convertible Notes
other than in connection with the Sale of the Company then the CNBP may be funded in-kind in the same proportion the Noteholders receive in-kind consideration. Whether in cash or in-kind the Company shall withhold payroll taxes at the time of the
distribution of the Allocation Amount available for distribution under this CNBP in the minimum amount required by law (unless an Eligible Employee requests additional withholding) in compliance with all applicable Internal Revenue Service
(&#147;IRS&#148;) and other regulations. If the distribution is other than in cash then the Company shall withhold stock or property equal to the withholding amount at the transaction value in compliance with IRS regulations or other regulations.
The </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Company shall remit payment to the IRS and applicable taxing authorities in accordance with applicable IRS and other
regulations. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">II. MANAGEMENT AND EMPLOYEE BONUS PROGRAM IN CONNECTION WITH THE
SALE OF THE COMPANY. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">In the event of the Sale of the Company (as defined
below), ten percent (10%) of the Net Proceeds to Securityholders (as defined below) will be allocated by the Company to the Management and Employee Bonus Program (&#147;MBP&#148;). </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">If the Securityholders of the Company receive consideration other than cash in connection with the Sale of the Company then the MBP may be
funded in-kind in the same proportion the Securityholders of the Company receive in-kind consideration in connection with the Sale of the Company. By way of illustration, if the Acquisition Price is $31,000,000 and the Net Proceeds to
Securityholders is $29,000,000, then $2,900,000 would be allocated to the MBP. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2">The obligation of the Noteholders to fund the MBP is contained in the Tag Along Allocation Agreement. This obligation shall be reduced to the extent the amounts payable to Eligible Employees is reduced due to such Employees&#146;
In-the-money Options as described in Paragraph 3 below. Whether in cash or in-kind the Company shall withhold payroll taxes at the time of the distribution of the Net Proceeds to Securityholders available for distribution in the minimum amount
required by law (unless an Eligible Employee requests additional withholding) in compliance with all applicable IRS and other regulations. If the distribution is other than in cash then the Company shall withhold stock or property equal to the
withholding amount at the transaction value in compliance with IRS regulations or other regulations. The Company shall remit payment to the IRS and applicable taxing authorities in accordance with applicable IRS and other regulations. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">III. DEFINITIONS. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">&#147;SALE OF NOTE PROCEEDS&#148; shall mean the proceeds paid to Noteholders for the sale of all or any portion of the Convertible Notes by
the Noteholders, other than in connection with the Sale of the Company, in excess of the amount of the then outstanding principal balance and related accrued unpaid interest payable under the Convertible Notes sold or such portion of the Convertible
Notes so sold, if only a portion is sold. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">&#147;SECURITIES&#148; of the
Company shall mean shares of common stock, preferred stock, or securities convertible into shares of common stock or preferred stock, including options, warrants, the Convertible Notes, and any other convertible notes. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">&#147;SECURITYHOLDERS&#148; shall mean holders of the Company&#146;s then outstanding
Securities. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">&#147;NET PROCEEDS TO SECURITYHOLDERS&#148; shall mean the net
sales proceeds available for distribution to the Company&#146;s Securityholders in connection with the Sale of the Company, after deducting from the Acquisition Price transaction expenses relating directly to the Sale of the Company including
attorneys fees, accounting fees, and underwriting or brokerage commissions; provided that if a Noteholder or the Noteholders sell all or any portion of their Convertible Notes in connection with a Sale of the Company, (or if a Noteholder or the
Noteholders receive sales proceeds in satisfaction of the indebtedness represented by their Convertible </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">- 2 - </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Notes) only the proceeds payable to such Noteholders in excess of the amount of the then outstanding principal balance
and related accrued unpaid interest payable under the Convertible Notes sold or such portion of the Convertible Notes so sold shall be included in NET PROCEEDS TO SECURITYHOLDERS. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">&#147;SALE OF THE COMPANY&#148; shall mean (i) a sale or exchange of all or substantially all of the assets of the Company (including a
sale, disposition, or exchange in a liquidation but excluding any such sale or exchange to a direct or indirect subsidiary (&#147;Successor Subsidiary&#148;) of the Company) by the Company or by a Successor Subsidiary or (ii) a sale or exchange of
all or substantially all of the outstanding capital stock of the Company or Successor Subsidiary resulting in a Change of Control of the Company or Successor Subsidiary, or (iii) a merger, consolidation or other business combination (excluding any
issuance of previously un-issued voting securities from the Company in connection with an investment in the Companyby a Noteholder or any third party or exercise of conversion rights by a Noteholder) resulting in a Change of Control of the Company
or Successor Subsidiary, as a result of which the Company or the Successor Subsidiary is not the continuing or surviving corporation. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">&#147;CHANGE OF CONTROL&#148; means the acquisition by any individual, entity or group of 50% or more of the outstanding voting securities of the Company or 50% or more
of the combined voting power of then outstanding voting securities of the Company entitled to vote generally in the election of directors. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">&#147;ACQUISITION PRICE&#148; means the aggregate sum of money and/or fair market value of property (valued as of the date of closing) to be paid by an acquiring party to
the Company or to its Securityholders in connection with a Sale of the Company. For purposes of the Bonus Program, if the acquiring party is then a current Securityholder or an affiliate of a current Securityholder (&#147;CURRENT SECURITYHOLDER
ACQUIRING PARTY&#148;) which is (a) acquiring the assets of the Company in a transaction in which the Current Securityholder Acquiring Party receives no distribution of money or property with respect to its Securities or a distribution which is less
than the per-share amount received by other Securities holding the same class or series of Securities, on an as-converted basis, (b) engaging in a merger, consolidation or other business combination with the Company in which the Company is not the
continuing or surviving corporation and in which the Current Securityholder Acquiring Party receives no money or property in exchange for its Securities or an amount of money or property which is less than the per-share amount received by other
Securityholders holding the same class or series of Securities, on an as-converted basis, or (c) acquiring Company Securities from Securityholders but not from itself or the current Securityholder affiliated with the Current Securityholder Acquiring
Party, the amount of the Acquisition Price shall include the value of the shares of Company common stock held by such Current Securityholder Acquiring Party or underlying any Convertible Notes or other convertible Securities held by such Current
Securityholder Acquiring Party based on the same value per share that will be paid or distributed to Securityholders owning the same class or series of shares, Convertible Notes or other convertible securities. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Should a Current Securityholder Acquiring Party be the purchaser in a Sale of the Company and
that party does not receive, or waives its right to receive, all or any portion of the purchase price otherwise payable to Securityholders, then and only in that event, the Net Sales Proceeds to Securityholders shall include the value of the Company
Securities held by such Current Securityholder Acquiring Party based on the same value per share that will be paid or distributed to Securityholders owning the same class or series of shares, Convertible Notes or other convertible securities (the
&#147;Value Adjustment&#148;). The payment of bonuses applicable to the Value Adjustment is an obligation of the Company and shall not reduce the amount of Net Proceeds to Securityholders otherwise payable to Securityholders other than the Eligible
Employees hereunder. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">- 3 - </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>THE CNBP AND THE MBP SHALL BE ADMINISTERED AS FOLLOWS: </B></FONT></P> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">1. Only employees (the &#147;ELIGIBLE EMPLOYEES&#148;) designated by the Company&#146;s
Chief Executive Officer, with the review and approval of the Compensation Committee and the Company&#146;s Board of Directors (the &#147;BOARD&#148;) shall be entitled to participate in the CNBP and the MBP. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">2. Anything contained herein to the contrary notwithstanding, the total amount allocable to
the Eligible Employees from the CNBP shall not exceed ten percent (10%) of the Sale of Note Proceeds and the total amount allocable to the Eligible Employees from the MBP shall not exceed ten percent (10%) of the Net Proceeds to Securityholders.
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">3. All amounts payable from the MBP to an Eligible Employee shall be reduced
by an amount equal to the value of the difference between the exercise price of each Company common stock option (&#147;IN-THE-MONEY OPTIONS&#148;) held by such Eligible Employee that is &#147;in-the-money&#148; and the price of an underlying share
of the Company&#146;s common stock (the &#147;PER-SHARE PRICE&#148;); provided the shares underlying the In-the-Money Options are purchased by the acquiring party in connection with the Sale of the Company. Such Per-Share Price shall be calculated
by dividing the Net Proceeds to Securityholders by the number of shares of the Company&#146;s common stock deemed to be outstanding just prior to the Sale of the Company, including shares underlying Convertible Notes, if any, and all In-The-Money
Options. Options exercised from and after the effective date of this Amended and Restated Bonus Program and preceding a Sale of the Company shall be included in the calculation described in this Section 3. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">4. The allocation of the Sale of Note Proceeds under the CNBP and the Net Proceeds to
Securityholders under the MBP among the Eligible Employees shall be at the discretion the Company&#146;s Chief Executive Officer, with the review and approval of the Compensation Committee and the Board of Directors. Any consideration received by an
Eligible Employee pursuant to the Bonus Program shall be in addition to, and shall not reduce or replace, the amount of consideration such Eligible Employee may otherwise be entitled to as a stockholder of the Company. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">5. All payments due from the Company to Plan Participants under this Bonus Program, will be
made within five (5) business days from the Company&#146;s receipt of the Allocation Amount with respect to the CNBP and within five (5) business days from the closing of a Sale of the Company with respect to the MBP. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">- 4 - </FONT></P>

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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>12
<FILENAME>dex10.htm
<DESCRIPTION>EXHIBIT 10
<TEXT>
<HTML><HEAD>
<TITLE>Exhibit 10</TITLE>
</HEAD>
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 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2"><B>Exhibit 10 </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>TAG ALONG ALLOCATION AGREEMENT </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">This Tag Along Allocation Agreement (&#147;Agreement&#148;) dated August 13, 2003 is among AirNet Communications Corporation, a Delaware corporation (the
&#147;Company&#148;), and SCP Private Equity Partners II, LP (&#147;SCP&#148;) and TECORE, Inc. (&#147;Tecore&#148;) as holders (the &#147;Note Holders&#148;) of the $16,000,000 Secured Convertible Notes (the &#147;Notes&#148;) issued by the Company
to the Note Holders on the date hereof. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">WHEREAS, the Board of
Directors of the Company (the &#147;Board&#148;) has approved the Amended and Restated Bonus Program attached to this Agreement as <U>Exhibit 1</U> (the &#147;Plan&#148;) as in the best interests of the Company; and </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">WHEREAS, under the terms of the Plan, the employees who participate in the
Plan (the &#147;Plan Participants&#148;) will be entitled to receive a portion of the proceeds otherwise payable to the Note Holders in connection with a sale of either or both of the Notes by SCP or Tecore; </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">NOW, THEREFORE, the parties agree as follows: </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">1. Implementation of the Plan is in the best interests of the Company and as
an inducement for the Company&#146;s issuance of the Notes to SCP and Tecore, SCP and Tecore have agreed to allocate to Employees of the Company a portion of proceeds they receive in a potential sale of their Notes. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">2. In the event of a sale of all or a portion of the Notes by either or both
of SCP or Tecore, <U>other than</U> in connection with the Sale of the Company (as defined in the Plan), each of SCP and Tecore severally agree that they will allocate for distribution to Plan Participants ten and percent (10%) (&#147;Sale of Note
Allocation Amount&#148;) of the aggregate sale proceeds in excess of the amount of the then outstanding principal balance and related accrued unpaid interest payable under the Notes sold or such portion of the Notes so sold, if only a portion is
sold (&#147;Note Sale Proceeds&#148;) received by SCP or Tecore, respectively, in connection with such sale of all or a portion of the Notes to any party. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">3. In the event of a sale of all or a portion of the Notes by either of both of SCP or Tecore in connection with the Sale of the Company, each of SCP and
Tecore severally agree that they will allocate for distribution to Plan Participants ten percent (10%) (&#147;Acquisition Allocation Amount&#148;) of the aggregate sale proceeds in excess of the amount of the then outstanding principal balance and
related accrued unpaid interest payable under the Notes sold or such portion of the Notes so sold (&#147;Acquisition Note Sale Proceeds&#148;) received by SCP or Tecore, respectively, in connection with such sale of all or a portion of the Notes to
any party in connection with the Sale of the Company; provided that the Acquisition Allocation Amount shall be reduced to the extent the amounts payable to Eligible Employees (as defined in the Plan) is reduced due to such Employees&#146;
In-the-money Options (as defined in the Plan) as described in </FONT>
</P>

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<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">the Plan. (Note Sale Proceeds and Acquisition Note Sale Proceeds collectively defined as the &#147;Sale of Note Proceeds&#148;. Sale of Note Allocation
Amount and Acquisition Allocation Amount collectively defined as the &#147;Allocation Amounts&#148;) </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">4. SCP and Tecore agree to forward the Allocation Amounts to the Company within two (2) business days following their receipt of Sale of Note Proceeds.
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">5. The Company agrees to hold the Allocation Amounts for the
benefit of the employee Plan Participants in accordance with the terms of the Plan and as set forth in paragraph 6 below and to distribute payments of the Allocation Amounts to Plan Participants within five (5) business days of the Company&#146;s
receipt of the Allocation Amounts from any Note Holder. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">6. The
Company is directed and authorized by the Note Holders: (a) to administer and modify the list of eligible Plan Participants from time to time; and (b) upon the transmittal of the Allocation Amounts from the Note Holders to the Company, (i) to
determine the eligibility of each Plan Participant to receive a portion of the Allocation Amounts under the Plan, (ii) to allocate the proceeds from such Allocation Amounts to the eligible Plan Participants and (iii) to transmit the payments
directly to the Plan Participants, subject to all withholding and other taxes required to be withheld by the Company. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">7. The Company agrees to withhold from the Allocation Amounts to be distributed to eligible Plan Participants all applicable taxes it is required to
withhold, including any excise taxes that may be payable under Section 280G of the Internal Revenue Code or any other applicable law or regulation. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">8. This Agreement confers full rights and remedies upon each Plan Participant. Each such Plan Participant individually, and all of them collectively,
shall be treated as third-party beneficiaries of this Agreement. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">9. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any
choice of law or conflict of law rules or provisions thereof. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">10. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">2 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0">

<TR>
<TD VALIGN="top" COLSPAN="3" WIDTH="91%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">AIRNET COMMUNICATIONS CORPORATION</FONT></P></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="7%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="91%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;/s/ Glenn A. Ehley</FONT></P><HR SIZE="1" NOSHADE
COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="91%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;Glenn A. Ehley, President and CEO</FONT></P></TD></TR>
<TR>
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3" WIDTH="91%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">TECORE, INC.</FONT></P></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="7%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="91%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">/s/ Jay Salkini</FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="7%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Name:</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="91%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">Jay Salkini</FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="7%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Title:</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="91%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">President &amp; CEO</FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3" WIDTH="91%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">SCP PRIVATE EQUITY PARTNERS II, LP</FONT></P></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="7%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="91%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">SCP Private Equity II, General Partner, L.P.,</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2">its General Partner</FONT></P></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="7%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="91%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">/s/ James W. Brown</FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="7%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Name:</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="91%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">James W. Brown</FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="7%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Title:</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="91%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">a Manager</FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
</TABLE></DIV> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">3 </FONT></P>

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