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<SEC-DOCUMENT>0001021408-03-000633.txt : 20030128
<SEC-HEADER>0001021408-03-000633.hdr.sgml : 20030128
<ACCEPTANCE-DATETIME>20030127215939
ACCESSION NUMBER:		0001021408-03-000633
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		13
CONFORMED PERIOD OF REPORT:	20030124
ITEM INFORMATION:		Acquisition or disposition of assets
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20030128

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AIRNET COMMUNICATIONS CORP
		CENTRAL INDEX KEY:			0000944163
		STANDARD INDUSTRIAL CLASSIFICATION:	RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663]
		IRS NUMBER:				593218138
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-28217
		FILM NUMBER:		03526724

	BUSINESS ADDRESS:	
		STREET 1:		3950 DOW ROAD
		STREET 2:		-
		CITY:			MELBOURNE
		STATE:			FL
		ZIP:			32934
		BUSINESS PHONE:		3219841990

	MAIL ADDRESS:	
		STREET 1:		3950 DOW ROAD
		STREET 2:		-
		CITY:			MELBOURNE
		STATE:			FL
		ZIP:			32934
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d8k.txt
<DESCRIPTION>CURRENT REPORT
<TEXT>
<PAGE>

HRF012703
206907v1

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): January 24, 2003

                        AirNet Communications Corporation
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
                 (State or Other Jurisdiction of Incorporation)

          000-28217                                   59-3218138
   (Commission File Number)               (IRS Employer Identification No.)

                     3950 Dow Road, Melbourne, Florida 32934
               (Address of Principal Executive Offices) (Zip Code)

                                 (321) 984-1990
              (Registrant's Telephone Number, Including Area Code)


<PAGE>

Item 2.  Acquisition or Disposition of Assets.

On January 24, 2003, AirNet Communications Corporation (the "Company") entered
into a Bridge Loan Agreement (the "Loan Agreement"), dated January 24, 2003,
with TECORE, Inc., a Texas corporation ("Tecore"), and SCP Private Equity
Partners II, L.P., a Delaware limited partnership ("SCP" and together with
Tecore, the "Lenders"), pursuant to which each of the Lenders agreed, subject to
the terms of the Loan Agreement, to make loans to the Company of up to
$3,000,000 (collectively, the "Commitments"), for an aggregate interim financing
of $6,000,000.

The Loan Agreement provides that the Commitments will be secured by a security
interest in all of the Company's assets, including without limitation its
intellectual property, in favor of the Lenders under the terms and conditions of
a Security Agreement (the "Security Agreement") dated as of the date of the Loan
Agreement. The Company may draw down the balance of the Commitment in its
discretion upon compliance with certain conditions set forth Exhibit B to the
Loan Agreement. Each Lender provided an initial advance to the Company of
$800,000 on January 24, 2003 for an aggregate of $1,600,000.

The Commitments are meant to provide the Company with sufficient working capital
while the Lenders and the Company are preparing the documentation and obtaining
all necessary approvals from the Company's stockholders and third parties to
consummate an investment (the "Investment") of $16,000,000 in the form of senior
secured convertible notes. The notes will initially be convertible into
138,432,255 shares of the Company's common stock at an initial conversion price
of $0.11558 per share. Pursuant to the Loan Agreement, the Lenders and the
Company agreed to proceed expeditiously with the negotiation and preparation of
a definitive purchase agreement memorializing the terms and conditions of the
Investment, including issuance of shares of common stock and warrants to
purchase common stock to Tecore, as outlined in the non-binding Terms Sheet
attached as Exhibit A to the Loan Agreement (the "Terms Sheet").

A condition of the Investment is that the holders of the Company's Series B
Convertible Preferred Stock ("Series B Preferred Stock"), SCP, Tandem PCS
Investments, L.P. ("Tandem") and Mellon Ventures, L.P. ("Mellon" and together
with SCP and Tandem, the "Series B Holders") irrevocably elect to convert the
aggregate number of 955,414 shares of Series B Preferred Stock currently
outstanding into 19,108,281 shares of common stock at the closing of the
Investment and agree to the cancellation of their warrants to purchase a total
of 2,866,242 shares of the Company's common stock. The Series B Holders have
each signed a written notice (collectively, the "Notices") electing to convert
their shares of Series B Preferred Stock contingent upon closing of the
Investment and have become parties to an Escrow Agreement, pursuant to which the
Notices, the certificates representing the Series B Preferred Stock and a
General Release from Tandem (collectively, the "Conversion Documents") will be
escrowed until the closing of the Investment. In addition, Mellon and Tandem
have entered into a separate agreement, pursuant to which Mellon will purchase
all the shares of the Company's common stock held by Tandem (including the
shares received upon conversion of its shares of Series B Preferred Stock into
common stock) at the closing of the Investment for an aggregate purchase price
of $500,000. Upon conversion of the Series B Preferred Stock, the $60 million
liquidation preference and other rights and privileges of the Series B Preferred
Stock shall expire.

<PAGE>

Tecore was the Company's largest customer, based on revenues, during the fiscal
year ended December 31, 2002 and is a supplier of switching equipment to the
Company. Affiliates of SCP currently hold 15.1% of the outstanding shares of the
Company's common stock. The Series B Preferred Stock has the right to one vote
per share on an as-converted basis. As a result, together with the shares of
Series B Preferred Stock held by SCP, SCP beneficially owns 20.3% of the voting
power of the Company, which represents the Company's largest single voting
block. The Chairman of the Company's board of directors is an affiliate of SCP.

Pursuant to the Loan Agreement, the Company issued to each Lender a Bridge Loan
Promissory Note for $3,000,000 (collectively, the "Notes") to be repaid in cash
at an annual interest rate of 2% plus the prime rate as quoted in The Wall
Street Journal by May 24, 2003 or such other date as the parties agree upon in
writing.

The foregoing description is qualified in its entirety by the Loan Agreement,
the Notes, the Security Agreement, the Terms Sheet, the Conversion Documents and
certain other related agreements, each of which is attached hereto as an exhibit
to this Current Report on Form 8-K and incorporated by reference into this Item
2.

Item 5.  Other Events

On January 27, 2003, the Company issued a press release announcing the
Commitments. The press release is attached hereto as Exhibit 99.1.

                                       -2-

<PAGE>

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)          Exhibits:

Exhibit
Number       Exhibit Title
- -------      -------------

 10.19       Bridge Loan Agreement dated January 24, 2003 by and among AirNet
             Communications Corporation, TECORE, Inc. and SCP Private Equity
             Partners II, L.P.
 10.20       Bridge Loan Promissory Note in favor of SCP Private Equity Partners
             II, L.P. for $3,000,000 dated January 24, 2003.
 10.21       Bridge Loan Promissory Note in favor of TECORE, Inc. for $3,000,000
             dated January 24, 2003.
 10.22       Security Agreement dated January 24, 2003 by and among AirNet
             Communications Corporation, TECORE, Inc. and SCP Private Equity
             Partners II, L.P.
 10.23       Terms Sheet dated January 24, 2003 among AirNet Communications
             Corporation, SCP Private Equity Partners II, L.P. and TECORE, Inc.
 10.24       Notice of Election to Convert from SCP Private Equity Partners II,
             L.P. to AirNet Communications Corporation dated January 20, 2003
             (with letter to escrow agent attached).
 10.25       Notice of Election to Convert from Mellon Ventures, L.P. to AirNet
             Communications Corporation dated January 20, 2003 (with letter to
             escrow agent attached).
 10.26       Notice of Election to Convert from Tandem PCS Investments, L.P. to
             AirNet Communications Corporation dated January 20, 2003 (with
             letter to escrow agent attached).
 10.27       Escrow Agreement dated January 20, 2003 by and among AirNet
             Communications Corporation, Tandem PCS Investments, L.P., SCP
             Private Equity Partners II, L.P., Mellon Ventures, L.P. and Edwards
             & Angell, LLP, as escrow agent.
 10.28       Technology Collateral Escrow Agreement effective January 24, 2003
             among DSI Technology Escrow Services, Inc., AirNet Communications
             Corporation, TECORE, Inc. and SCP Private Equity Partners II, L.P.
 10.29       Collateral Assignment of Patents, Trademarks & Copyrights dated
             January 24, 2003 by and among AirNet Communications Corporation,
             SCP Private Equity Partners II, L.P. and TECORE, Inc.
 99.1        Press Release dated January 27, 2003.

                                       -3-

<PAGE>

                                   SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    AirNet Communications Corporation

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

Date:  January 27, 2003

<PAGE>

                                  EXHIBIT INDEX

(c)          Exhibits:

Exhibit
Number       Exhibit Title
- ------       -------------

 10.19       Bridge Loan Agreement dated January 24, 2003 by and among AirNet
             Communications Corporation, TECORE, Inc. and SCP Private Equity
             Partners II, L.P.
 10.20       Bridge Loan Promissory Note in favor of SCP Private Equity Partners
             II, L.P. for $3,000,000 dated January 24, 2003.
 10.21       Bridge Loan Promissory Note in favor of TECORE, Inc. for $3,000,000
             dated January 24, 2003.
 10.22       Security Agreement dated January 24, 2003 by and among AirNet
             Communications Corporation, TECORE, Inc. and SCP Private Equity
             Partners II, L.P.
 10.23       Terms Sheet dated January 24, 2003 among AirNet Communications
             Corporation, SCP Private Equity Partners II, L.P. and TECORE, Inc.
 10.24       Notice of Election to Convert from SCP Private Equity Partners II,
             L.P. to AirNet Communications Corporation dated January 20, 2003
             (with letter to escrow agent attached).
 10.25       Notice of Election to Convert from Mellon Ventures, L.P. to AirNet
             Communications Corporation dated January 20, 2003 (with letter to
             escrow agent attached).
 10.26       Notice of Election to Convert from Tandem PCS Investments, L.P. to
             AirNet Communications Corporation dated January 20, 2003 (with
             letter to escrow agent attached).
 10.27       Escrow Agreement dated January 20, 2003 by and among AirNet
             Communications Corporation, Tandem PCS Investments, L.P., SCP
             Private Equity Partners II, L.P., Mellon Ventures, L.P. and Edwards
             & Angell, LLP, as escrow agent.
 10.28       Technology Collateral Escrow Agreement effective January 24, 2003
             among DSI Technology Escrow Services, Inc., AirNet Communications
             Corporation, TECORE, Inc. and SCP Private Equity Partners II, L.P.
 10.29       Collateral Assignment of Patents, Trademarks & Copyrights dated
             January 24, 2003 by and among AirNet Communications Corporation,
             SCP Private Equity Partners II, L.P. and TECORE, Inc.
 99.1        Press Release dated January 27, 2003.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>3
<FILENAME>dex1019.txt
<DESCRIPTION>BRIDGE LOAN AGREEMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.19

                              BRIDGE LOAN AGREEMENT

     THIS BRIDGE LOAN AGREEMENT (this "Agreement") is made this 24th day of
January, 2003, by and among AIRNET COMMUNICATIONS CORPORATION, a Delaware
corporation ("Borrower"), TECORE, INC., a Texas corporation ("Tecore") and SCP
PRIVATE EQUITY PARTNERS II, L.P., a Delaware limited partnership ("SCP" and,
together with Tecore, the "Lenders" and each a "Lender").

                              W I T N E S S E T H:

     WHEREAS, the Lenders and Borrower have agreed upon the terms and conditions
of an investment (the "Investment") by the Lenders in Borrower, as set forth in
the Term Sheet attached hereto as Exhibit A (the "Term Sheet"); and

     WHEREAS, to provide Borrower with sufficient working capital while the
Lenders and Borrower prepare the documentation necessary and appropriate to
consummate the Investment and obtain all necessary approvals from stockholders
and third parties, the Lenders have agreed to provide Borrower with a temporary
loan;

     NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Borrower and the Lenders, intending to be legally bound, agree as
follows:

                                ARTICLE I - LOANS

     1.1. Each of the Lenders, severally, and not jointly and severally, agrees,
on the terms and conditions of this Agreement, to make loans to Borrower in an
amount up to Three Million Dollars ($3,000,000) (the "Commitment"), subject to
the further terms hereof. Upon the execution and delivery of this Agreement,
each Lender shall loan to Borrower the amount of $800,000 (the "Initial
Amount"). The balance of the Commitment may be drawn down by Borrower (in equal
amounts from each Lender), in its discretion, upon compliance with the
conditions set forth in Exhibit B.

     1.2. Borrower has authorized the issuance of promissory notes made in favor
of each Lender by Borrower, which shall be in the form set forth in Exhibit C
attached hereto, and are herein referred to individually as a "Note" and
collectively as the "Notes". The loans made by the Lenders shall be repaid, by
cash payments, with simple interest thereon at the annual rate of two percent
(2%) plus the "Prime Rate" (defined below) in effect from time to time, in
accordance with the terms and provisions in the Notes or otherwise set forth
herein, and payable to the order of each Lender 120 days after the date hereof
or such other date as may be agreed upon in a written instrument signed by all
parties. For the purposes hereof, the "Prime Rate" shall be the "Prime Rate"
quoted in the "Money Rates" section of The Wall Street Journal from time to
time.

<PAGE>

                              ARTICLE II - SECURITY

     As collateral security for Borrower's obligations hereunder and under the
Notes, Borrower will grant and pledge a security interest in all of its assets
to the Lenders, upon the terms and conditions of a Security Agreement in the
form set forth in Exhibit D attached hereto, which is being executed and
delivered simultaneously herewith.

            ARTICLE III - REPRESENTATIONS AND WARRANTIES OF BORROWER

     Borrower represents and warrants as follows:

     3.1. Organization. Borrower is a corporation duly existing under the laws
of its state of incorporation and qualified and licensed to do business in any
state in which the conduct of its business or its ownership of property requires
that it be so qualified.

     3.2. Authorization. All corporate action on the part of Borrower and its
officers, directors and stockholders necessary for the authorization, execution,
delivery and performance of all obligations of Borrower under this Agreement,
the Notes, and the Security Agreement have been taken. This Agreement, the
Notes, and the Security Agreement, when executed and delivered by Borrower shall
constitute legal, valid and binding obligations of Borrower, enforceable against
Borrower in accordance with their terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, moratorium or similar laws
affecting creditors' rights and the enforcement of debtors' obligations
generally and by general principles of equity, regardless of whether enforcement
is pursuant to a proceeding in equity or at law.

     3.3. Absence of Conflicts. The execution, delivery and performance of this
Agreement is not in conflict with nor constitutes a breach of any provision
contained in Borrower's organizational documents, nor will it constitute an
event of default under any material agreement to which Borrower is a party or by
which Borrower is bound.

     3.4. Consents and Approvals. Borrower has obtained all consents, approvals
and authorizations of, made all declarations or filings with, and given all
notices to, all governmental authorities and agencies that are necessary for the
continued operation of Borrower's business as currently conducted, or are
required by law.

     3.5. Capitalization. The authorized and outstanding capital of Borrower is
described on Schedule 3.5 attached hereto. Except as set forth on Schedule 3.5,
there are no subscriptions, convertible securities, options, warrants or other
rights (contingent or otherwise) currently outstanding to purchase any of the
authorized but unissued capital stock of Borrower. Except as set forth in
Schedule 3.5, Borrower has no obligation to issue shares of its capital stock,
or subscriptions, convertible securities, options, warrants, or other rights
(contingent or otherwise) to purchase any shares of its capital stock or to
distribute to holders of any of its equity securities, any evidence of
indebtedness or asset. The stockholders of Borrower, the holders of any
outstanding

                                       2

<PAGE>

subscriptions, convertible securities, options, warrants and other similar
rights and the number of shares of Common Stock, Preferred Stock, subscriptions,
convertible securities, options and warrants held by each are accurately and
completely set forth in Schedule 3.5.

     3.6. Litigation. Except as disclosed on Schedule 3.6, there are no actions,
suits, claims, investigations, arbitrations or other legal or administrative
proceedings, to the Knowledge of Borrower, threatened against Borrower at law or
in equity, and to Borrower's Knowledge, there is no basis for any of the
foregoing. Except as disclosed on Schedule 3.6, there are no unsatisfied
judgments, penalties or awards against or affecting Borrower or its businesses,
properties or assets. Except as disclosed on Schedule 3.6, Borrower is not in
default, and no event has occurred which with the passage of time or giving of
notice or both would constitute a default by Borrower with respect to any order,
writ, injunction or decree known to or served upon Borrower of any court or of
any foreign, federal, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign.
Except as disclosed on Schedule 3.6, there is no action or suit by Borrower
pending or threatened against others. Except as disclosed on Schedule 3.6,
Borrower has complied with all laws, rules, regulations and orders applicable to
its current business, operations, properties, assets, products and services the
violation of which would have a material adverse effect. There is no existing
law, rule, regulation or order, and Borrower has no Knowledge of any proposed
law, rule, regulation or order, whether foreign, federal or state, that would
prohibit or materially restrict Borrower from, or otherwise materially adversely
affect Borrower in, conducting its businesses in any jurisdiction in which it is
now conducting business. As defined in this Agreement, "Knowledge" of Borrower
means the actual knowledge by a director or officer of Borrower of a particular
fact or circumstance or such knowledge as may reasonably be imputed to such
person as a result of his actual knowledge of other facts or circumstances.

     3.7. Business Plan. Borrower has provided to the Lenders an updated
business plan, dated January 18, 2003 (the "Plan"). To Borrower's Knowledge, the
factual assumptions underlying the Plan are correct, and the assumptions in the
Plan with respect to future operations are reasonable.

     3.8. SEC Reports and Financial Statements. Borrower's Common Stock, $0.001
par value per share (the "Common Stock"), is registered under Section 12(g) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
Borrower is in compliance with its reporting and filing obligations under the
Exchange Act. Borrower has made available to the Lenders (a) its annual reports
to stockholders and its Annual Reports on Form 10-K for its last two fiscal
years and (b) all of its Quarterly Reports on Form 10-Q and each other report,
registration statement or definitive proxy statement filed with the Securities
and Exchange Commission since the beginning of such two fiscal years
(collectively, the "SEC Reports"). The SEC Reports do not (as of their
respective dates) contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. The audited and unaudited financial statements of Borrower
included in the SEC Reports have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis (except as stated
in such Financial Statements or the notes thereto) and fairly present the
financial position

                                       3

<PAGE>

of Borrower and its consolidated subsidiaries as of the dates thereof and the
results of their operations and changes in financial position for the periods
then ended. Except as disclosed by Borrower in the SEC Reports or on Schedule
3.8, since the end of the most recent of such fiscal years, to the Borrower's
Knowledge, nothing has occurred, nor is there an existing condition, event or
series of events which reasonably would be expected to have a material adverse
effect on the business, operations, condition (financial or otherwise), property
or prospects of Borrower or the ability of Borrower carry out its obligations
under this Agreement, the Notes or the Security Agreement ("Material Adverse
Effect").

     3.9.  Title to Property and Assets. Borrower does not own any real
property. Except as set forth on Schedule 3.9, Borrower has good and marketable
title to all of its personal property and assets free and clear of any material
restriction, mortgage, deed of trust, pledge, lien, security interest or other
charge, claim or encumbrance which would have a material adverse effect. Except
as set forth on Schedule 3.9, with respect to properties and assets it leases,
Borrower is in material compliance with such leases and holds a valid leasehold
interest free of any liens, claims or encumbrances which would have a material
adverse effect.

     3.10. Intellectual Property.

           (a) As used in this Agreement, the following terms have the following
meanings:

     "Copyrights" means United States or foreign registered or unregistered
     works of authorship, regardless of the availability of copyright
     protection, but including all copyrights and moral rights recognized by law
     and any applications for United States or foreign registration or renewal
     therefor.

     "Intellectual Property" means Copyrights, Patent Rights, Trademark Rights,
     Internet domain names, World Wide Web sites and all pages thereof,
     Know-How, Trade Secret Rights, Software, and registration rights of mask
     works for circuit designs under the Semiconductor Chip Protection Act of
     1984, as amended, and similar rights under corresponding foreign laws,
     owned by Borrower or which any person or entity is under an obligation to
     assign ownership to Borrower.

     "Improvement" means any modification to the subject matter of the
     Intellectual Property made by, or for, or at the request of Borrower.

     "Patent Rights" means United States and foreign patent applications and
     patents and other patent rights, including any and all divisions,
     continuations, continuations in part, substitutions, reissues,
     re-examinations, extensions and renewals thereof.

     "Software" means any set of statements or instructions to be used directly
     or indirectly in a computer or microprocessor to bring about a certain
     result, including all software under development and all related
     documentation.

                                       4

<PAGE>

     "Know-How" means all documented and undocumented research, ideas, data,
     theories, conclusions, reports, drawings, designs, blueprints, schematics,
     exhibits, models, prototypes, source code, object code, flow charts,
     manuals, processes, specifications, formulae, product configurations,
     notes, inventions (whether or not patentable and whether or not reduced to
     practice) and any other information of any kind developed, in development
     or maintained by Borrower or any of its employees, agents or
     representatives relating to any goods or services sold or licensed or
     offered for sale or license by Borrower or goods or services which Borrower
     has a present intention to sell or license.

     "Trademark Rights" means United States or foreign trademarks, service
     marks, trade names, trade dress, domain names and corporate names, whether
     registered or unregistered, and all pending United States and foreign
     applications therefor associated with any goods or services sold or
     licensed or offered for sale or license by Borrower or goods or services
     which Borrower has a present intention to sell or license.

     "Trade Secret Rights" means all documentation, Know-How, Software and other
     materials owned by Borrower that is considered to be proprietary to
     Borrower, is maintained on a confidential or secret basis, and is generally
     not known to other persons or entities who are not subject to
     confidentiality restrictions.

          (b) Set forth on Schedule 3.10 is an accurate description of
Borrower's Patents, Copyrights and Trademark Rights, including (i) a complete
and accurate list of all such Patents, Copyrights and Marks, (ii) an accurate
description by country, type or category, and indication of status (namely, for
Patent Rights whether each is unfiled, filed and pending, or issued, and all
dates of maintenance fees paid, if applicable; for Copyrights and Trademark
Rights, whether each is completed or in process, registered or unregistered, and
all renewal dates, if applicable), and (iii) the name of the owner or licensor
and each licensee and sub-licensee of each Patent, Copyright and Trademark
Right. Except as otherwise indicated in Schedule 3.10 hereto, no information
exists indicating that any of such Patents, Copyrights or Marks is invalid or
has expired.

          (c) Except as set forth on Schedule 3.10, Borrower is the sole and
exclusive owner of the entire right, title and interest in and to the
Intellectual Property and the Improvements free and clear of all liens, claims,
charges and encumbrances which could have a material adverse effect, and free
and clear of any obligation to pay and license, royalty or other compensation to
any person or to obtain any approval or consent for use thereof. To Borrower's
Knowledge, there are no rights or interests, matured or unmatured, fixed or
contingent, in and to the Intellectual Property or the Improvements in favor of
any other person which presently exist other than rights granted by Borrower to
its suppliers, consultants and/or customers and disclosed in Schedule 3.10.
Except as set forth on Schedule 3.10, Borrower has the right to freely convey
and assign the Intellectual Property and the Improvements in Borrower's own
name, including the right to create derivatives.

                                       5

<PAGE>

          (d) To Borrower's Knowledge, all filing, amendment, issue and
maintenance or other fees due and owing to the United States Patent and
Trademark Office and the United States Copyright Office and any fees or payments
due and owing to any governmental agency, office or department of any other
country in connection with the Intellectual Property have been paid in full on
and as of the date hereof.

          (e) Except as set forth on Schedule 3.10, to Borrower's Knowledge, all
documents, deposit materials, specimens of use, drawings, statements,
declarations, affidavits, test data or other papers required to be filed in
connection with applications or proceedings involving Borrower and its employees
before the United States Patent and Trademark Office, the United States
Copyright Office, or any governmental agency, office or department of any other
country in connection with the Intellectual Property have been filed.

          (f) To Borrower's Knowledge, all Intellectual Property are valid and
enforceable and Borrower does not have reasonable grounds to believe otherwise.

          (g) To Borrower's Knowledge, there are no Patent Rights or pending
patent applications which, if issued in the form known to Borrower, have been,
are or would be infringed or otherwise violated by the making, use, sale or
license of any of the products or services sold or licensed, or currently
offered for sale or license by Borrower, or which Borrower has a present
intention to sell or license, or by any other conduct of Borrower.

          (h) To Borrower's Knowledge, there are no copyrights or trademark
rights or other intellectual property rights, which have been, are or would be
infringed or otherwise violated by the sale or license of any of the goods or
services sold or licensed, or currently offered for sale or license by Borrower,
or which Borrower has a present intention to sell or license, or by any other
conduct of Borrower.

          (i) To Borrower's Knowledge, there are no trade secrets which have
been, are, or would be misappropriated by the sale or license of any of the
goods or services sold or licensed, or currently offered for sale or license by
Borrower, or which Borrower has a present intention to sell or license, or by
any other conduct of Borrower.

          (j) Except as set forth on Schedule 3.10, no Intellectual Property
owned by Borrower and, to Borrower's Knowledge, no product, process or service
practiced, offered, licensed or sold or under development by Borrower, infringes
or otherwise violates any right of publicity or right of privacy of any person,
or would 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.

          (k) Except as set forth on Schedule 3.10, none of the Intellectual
Property or the Improvements is the subject of an actual or, to Borrower's
Knowledge, threatened lawsuit, arbitration, interference, reissue,
re-examination, opposition, cancellation, public use proceeding, protest or any
other proceeding of any kind which could result in a material loss or diminution
of any of the Intellectual Property or the Improvements. Except as set forth on
Schedule 3.10, to the Knowledge of Borrower, no person or entity has asserted or
has threatened to assert an interest

                                       6

<PAGE>

adverse to the interests of Borrower in the Intellectual Property or the
Improvements including, but not limited to, a claim of inventorship,
co-inventorship, authorship or co-authorship with respect thereto.

          (l) Borrower owns or holds the right to use all the Intellectual
Property and Improvements necessary to provide, produce, sell and license the
services and products currently provided, produced, sold and licensed by
Borrower, and to conduct Borrower's business as presently conducted, and to
satisfy and perform the existing contracts, commitments, arrangements and
understandings with customers of Borrower. Except as set forth on Schedule 3.10,
each item of third party Intellectual Property or third party Improvement which
is licensed, sublicensed, distributed or otherwise used by Borrower is licensed
by Borrower from the appropriate third party pursuant to the terms of a written
license agreement which is valid and in full force and effect.

          (m) No current or former employees, principals, investors or
independent contractors of Borrower 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 Borrower have
executed appropriate nondisclosure agreements and either (A) have been a party
to a "work-for-hire" and/or other arrangement or agreements with Borrower in
accordance with applicable law that has accorded Borrower 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 Borrower as assignee
that have irrevocably conveyed to Borrower effective and exclusive ownership of
all tangible and intangible property rights thereby arising and related thereto.

          (n) The Trade Secret Rights of Borrower (A) have at all times been
maintained in strict confidence and (B) have been disclosed by Borrower only to
employees who have a "need to know" the contents thereof in connection with the
performance of their duties to Borrower and who have executed nondisclosure
agreements. Neither Borrower nor any other third party has taken any action nor,
to the Knowledge of Borrower failed to take any action that directly or
indirectly caused any of such Trade Secret Rights to enter the public domain or
in any way adversely affect its value to Borrower or its ownership thereof.

          (o) Borrower 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 Borrower's
business, as presently conducted and as conducted at any time since January 1,
1999. All such licenses, franchises, permits and other governmental
authorizations are valid and current, and Borrower 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. Borrower
has conducted and is conducting its business in compliance with the
requirements, standards, criteria and conditions set forth in such licenses,
franchises, permits and other governmental authorizations, and all laws and
regulations applicable thereto, and is not in violation of any of the foregoing.
The consummation of the transactions

                                       7

<PAGE>

contemplated hereunder will not alter or impair or require changes to any such
license, franchise, permit or other governmental authorization.

                       ARTICLE IV - COVENANTS OF BORROWER

     So long as the Notes are outstanding, Borrower agrees that, unless both of
the Lenders shall give their prior consent in writing:

     4.1.  Borrower shall carry on its business in the ordinary course
substantially as conducted heretofore, and shall not engage in any transaction
outside of the ordinary course of business.

     4.2.  Borrower shall maintain its properties and facilities in good working
order and condition, reasonable wear and tear excepted.

     4.3.  Borrower shall perform all of its obligations under agreements
relating to or affecting its assets, properties or rights.

     4.4.  Borrower shall keep in effect all present or equivalent insurance
policies.

     4.5.  Borrower shall 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 relationships with
Borrower.

     4.6.  Borrower shall maintain compliance with all permits, laws, rules and
regulations, consent orders and all other orders of applicable courts,
regulatory agencies, and similar governmental authorities.

     4.7.  Borrower shall maintain its present leases in accordance with their
respective terms, and shall not enter into new or amended lease instruments.

     4.8.  Except with respect to pre-existing payment obligations (a)
negotiated under the vendor settlement program, (b) under currently issued
purchase orders, and (c) with respect to fees due to attorneys, accountants, and
investment bankers relating to the transactions contemplated under the Bridge
Loan Agreement and the Investment, Borrower shall not make any payment, or incur
any obligation to make any payment in the ordinary course of business in excess
of $50,000 without the prior written consent of the Lenders.

     4.9.  Borrower shall comply in all respects with the terms of the Security
Agreement.

     4.10. Borrower shall not incur any indebtedness other than: (i) trade debt
incurred in the ordinary course of business, (ii) purchase money obligations in
the ordinary course of business up to $50,000, or (iii) taxes and assessments
not delinquent or actively being contested in good faith by Borrower and for
which Borrower has adequate reserves.

                                       8

<PAGE>

     4.11. Borrower shall not permit to exist against any of its assets any
lien, mortgage, pledge, security interest, title retention device, or other
encumbrance except for (i) Permitted Liens (as defined in the Security
Agreement), (ii) taxes and assessments not delinquent or actively being
contested in good faith by Borrower and for which Borrower has adequate
reserves, or (iii) deposits or pledges for goods or services made in the
ordinary course of business.

     4.12. Borrower shall not merge or consolidate with or into any other
corporation, or sell, assign, lease or otherwise dispose of or voluntarily part
with the control (whether in one transaction or in a series of related
transactions) of assets (whether now owned or hereafter acquired) having a fair
market value of more than $50,000 at the time(s) of transfer, or sell, assign or
otherwise dispose of (whether in one transaction or in a series of transactions)
any of its accounts receivable (whether now in existence or hereafter created)
at a discount or with recourse, to any person, except sales or other
dispositions of assets in the ordinary course of business.

     4.13. Borrower shall not issue, or agree or commit to issue, any shares of
capital stock, or to 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 or other instrument or obligation which has the
power to vote in respect to the corporate affairs and management of Borrower.

     4.14. Borrower shall not make any amendment to its Certificate of
Incorporation or its By-Laws.

     4.15. Borrower shall use its best efforts to obtain a Subordination
Agreement from Force Computers, Inc., Sanmina Corporation, and Brooktrout, Inc.
(the "Junior Secured Creditors") prior to the anticipated closing of the
Investment, and shall deliver, as a condition to the closing of the Investment,
Subordination Agreements executed by the Junior Secured Creditors pursuant to
which they will subordinate their existing liens on Borrower's fixtures and
tangible personal property to the lien and security interest to be granted to
the Lenders under this Loan Agreement, related Security Agreement, and other
collateral documents, and under the security and collateral agreements to be
executed in connection with the Investment.

     Within three (3) business days following Borrower's request for a waiver of
any provision of this Article IV, the Lenders shall provide Borrower with their
response to such request.

                     ARTICLE V - CONSUMMATION OF INVESTMENT

     The Lenders and Borrower agree to proceed expeditiously with the
negotiation and preparation of a definitive purchase agreement memorializing the
terms and conditions of the Investment.

                                       9

<PAGE>

                       ARTICLE VI -- DEFAULTS AND REMEDIES

     6.1. An "Event of Default" occurs if:

           (a) Borrower defaults in the payment of any principal or interest 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 Borrower; or

           (b) Borrower defaults in the performance or observance of any other
agreement, term or condition contained in the Notes, the Security Agreement or
this Agreement and such default shall not have been remedied within five (5)
days after written notice of such default shall have been received by Borrower
(regardless of the source of such notice); or

           (c) Borrower shall default in the payment of any principal of, or
premium, if any, or interest on, any other indebtedness in excess of $50,000 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) Borrower 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 which is not
dismissed within thirty (30) days of the commencement thereof, or

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

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

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

                  (iii) orders the liquidation of Borrower,

                                       10

<PAGE>

           (f) A final judgment for the payment of money in an amount in excess
of $50,000 shall be rendered against Borrower (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 Borrower 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; or

           (h) An event shall occur or there exist facts or circumstances which
create or result in a Material Adverse Effect;

then and in any such case (x) upon the occurrence of any Event of Default
described in paragraphs (d) or (e), 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 Borrower, 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 Lenders may, at their option, by notice in writing to Borrower,
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 Borrower.

     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. Borrower 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.

                                       11

<PAGE>

     6.2. 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.

                              ARTICLE VII - NOTICES

     All notices, requests and demands shall be given to or made upon the
respective parties hereto in writing, such address as may be designated by it in
a written notice to the other party. All notices, requests, consents and demands
hereunder shall be effective when duly deposited in the mails (by overnight
delivery by a nationally-recognized overnight courier service or by United
States registered or certified mail, postage prepaid, return receipt requested).
Unless the parties designate otherwise, notices should be addressed as follows:

If to Borrower:

     AirNet Communications Corporation
     3950 Dow Road
     Melbourne, Florida 32934
     Attn: Glenn A. Ehley, President and Chief Executive Officer

with a copy to:

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

If to Tecore:

     Tecore, Inc.
     7165 Columbia Gateway Drive
     Columbia, Maryland 21406
     Attn: Jay Salkini, President

     with a copy to:
     Whiteford, Taylor & Preston
     7 Saint Paul Street
     Baltimore, MD 21202-1626
     Attn: Robert Curran, Esquire

                                       12

<PAGE>

If to SCP:

     SCP Private Equity Partners, L.P.
     300 Building
     435 Devon Park Drive
     Wayne, PA 19087
     Attn: James W. Brown

with a copy to:

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

                           ARTICLE VII - MISCELLANEOUS

     7.1. This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware, without regard to conflicts of laws
principles thereof.

     7.2. This Agreement may be amended, modified or terminated only by an
instrument in writing signed by all parties.

     7.3. Neither this Agreement nor any right or obligation provided for herein
may be assigned by any party without the prior written consent of the other
parties.

     7.4. The terms and provisions of this Agreement shall be binding upon and
inure to the benefit of, and be enforceable by, the respective successors and
assigns of the parties hereto.

     7.5. Whenever in this Agreement an action is required or permitted to be
taken by the Lenders, it may be taken by each Lender individually, or both of
the Lenders, acting together. The Lenders may enter into a separate agreement
that specifies the obligations and responsibilities of each party relating to
the enforcement of their rights under this Agreement, or appoint an agent to act
on their behalf.

     7.6. The Agreement may be executed in any number of counterparts, with the
same effect as if all parties had signed the same document. All such
counterparts shall be deemed an original, shall be construed together and shall
constitute one and the same instrument.

                                       13

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Bridge Loan
Agreement to be duly executed as of the day and year first above written.

                            BORROWER:

                            AIRNET COMMUNICATIONS CORPORATION



                            By: /s/ Glenn A. Ehley    (SEAL)
                               -----------------------
                            Name: Glenn A. Ehley
                            Title: President and Chief Executive Officer

                            LENDERS:

                            TECORE, INC.



                            By: /s/ Jay Salkini     (SEAL)
                               ---------------------
                            Name: Jay Salkini
                            Title: President and Chief Executive Officer


                            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. Brown
                                         --------------------------------
                                      Name: James W. Brown
                                      Title: a Manager

                                       14

<PAGE>

SCHEDULES FOR BRIDGE LOAN AGREEMENT

Schedule 3.5.  Capitalization

Authorized Capital:

As of December 11, 2002, the Borrower's authorized capital stock consists of (i)
50,000,000 shares of common stock, $0.001 par value per share, and (ii)
10,000,000 shares of preferred stock, $0.01 par value per share, of which 50,000
shares have been designated as Series A Junior Participating Preferred Stock.

Outstanding Capital:

The Borrower had 23,851,177 shares of common stock, par value $0.001 per share
as of December 11, 2002.

The Borrower had 955,414 shares of Series B convertible preferred stock, $0.01
par value per share, outstanding as of December 11, 2002.

On January 20, 2003 subject to the closing of the financing described in Exhibit
A of this Agreement on or before April 30, 2003, the Series B stockholders
agreed to convert and exchange all outstanding Series B convertible preferred
stock and waive all accumulated dividends in exchange for $1M and 22,545,968
shares of common stock.

As of December 11, 2002, there are common stock purchase warrants outstanding
for the purchase of up to 3,466,253 shares of common stock.

As of December 11, 2002, there were 2,398,789 shares underlying outstanding
options to purchase common stock pursuant to the Borrower's 1999 Equity
Incentive Plan and 1,500,464 shares of common stock remained available for
grant. Of the 2,398,789 shares underlying outstanding options, options to
purchase 1,454,367 shares of common stock were vested and options to purchase
944,422 shares were unvested.

Other than issuance of stock upon exercise of stock options or grant of stock
options in the ordinary course, the Company has not sold or issued any common
stock or preferred stock since December 11, 2002.

<PAGE>

Schedule 3.6.  Litigation

- --------------------------------------------------------------------------------
Mayer Sinensky vs. AirNet,   21 MC 92 (SAS) United States       Securities
Salomon Smith Barney, Volpe                 District Court for  Class Action
Brown Whelan, H&Q, Hamilton                 the Southern
and Hattori                                 District of New
                                            York
- --------------------------------------------------------------------------------
AirNet v. Richard Beckley    Case No:       18/th/ Judicial     Breach of
                             05-2002        Circuit Court       Contract;
                             CA-006436      (Brevard County)    Tortious
                                                                Interference
- --------------------------------------------------------------------------------
AirNet v. Marconi            Case No:       18/th/ Judicial     Breach of
                             05-2002-CA-    Circuit Court       Contract;
                             007566-        (Brevard County)    Unjust
                             XXXX-XX                            Enrichment;
                                                                Promissory
                                                                Estoppel; Money
                                                                Lent; Fraud
- --------------------------------------------------------------------------------

Creditors of the Borrower may have a basis for actions, suits, claims,
arbitrations, or other legal proceedings with respect to past due accounts
payable or other obligations due under existing agreements with the Borrower.

In connection with the cost reduction reorganization plan the Borrower intends
to lay off a certain number of employees. While the Borrower intends to attempt
to negotiate severance packages in exchange for releases from such employees,
some employees may make claims or bring actions against the Borrower for
wrongful termination including wrongful termination on the basis of age,
minority, or gender discrimination.

Schedule 3.8.  SEC Reports and Financial Statements

Preliminary and unaudited results for the 4/th/ Quarter of 2002 are as follows:

Revenue:  Approximately $1.9M
Ending Cash Balance: Approximately $3.2M

Since December 31, 2002, Borrower has had insufficient revenues and purchase
orders to sustain its operations in the near term and has been unable to raise
debt or equity capital and has had insufficient cash flow to pay certain
obligations.

See also the Business Plan provided pursuant to Section 3.7 of the Agreement.

Schedule 3.9.  Title to Property and Assets

     1.   Security Agreement between AirNet Communications Corporation, Force
          Computers, Inc., Sanmina Corporation and Brooktrout, Inc. dated 15
          November 2001 granting a security interest in and to all fixtures and
          tangible personal property of AirNet. The current amount of
          indebtedness to these creditors is approximately $2M as of December
          31, 2002.

<PAGE>

Schedule 3.10. Intellectual Property.

   1.   InterDigital Communications Corporation ("IDC) has previously asserted
        that the Company may be infringing certain TDMA patents held by IDC.
        After review of this matter with Akerman Senterfit, the Company does
        not believe it infringes such patents. The Company presently believes
        this matter is closed with IDC, but there can be no assurance that it
        will stay closed.

   2.   The Borrower has license agreements with ArrayComm, Inc., Comsys
        Communications and Signal Processing, INTEL Corp. (fka Trillium Digital
        Software) and Tesaria, Inc. for software which is or may be integrated
        into the Borrower's products.

   3.   The Borrower has incorporated numerous widely commercially available
        third party software products into its products (e.g., Wind River).

   4.   See attached list of Patents and Trademarksof the Borrower.

5.   Copyrights:

          TXu 1-038-568 dated Feb. 12, 2002 entitled AirNet(R) BSS Software,
Release,
1.8.2
TXu 1-038-569 dated Feb. 12, 2002 entitled AirNet(R) BSS Software, Release,
2.4.1
TXu 1-038-570 dated Feb. 12, 2002 entitled AirNet(R) BSS Software, Release,
3.0.2

<PAGE>

                                    EXHIBIT B

Conditions to Draw Down

Borrower shall provide to Lenders notice of its intention to draw down funds,
setting forth the amount to be drawn down and the date of funding (which date
shall be at least ten days following the date of receipt by the Lenders of the
notice). The Lenders agree to advance such sums in accordance with Borrower's
notices, provided that at the time of each request, Borrower has provided
assurances acceptable to the Lenders that the following conditions have been
met:

(1) There exists no Event of Default under this Agreement;

(2) Borrower is performing within ninety percent (90%) compliance of the cash
flow projection set forth in the Plan;

(3) Borrower has taken the steps appropriate to achieve the expense reductions
contemplated by the Plan; and

(4) With respect to draws occurring on or after March 24, 2003, Borrower has
achieved a Critical Design Review milestone with respect to AirSite 5b.

The maximum amount of funds which may be drawn down by Borrower, in addition to
the Initial Amount, shall be:

- --------------------------------------------------------------------------------
DRAW DOWN DATE                               AMOUNT
- --------------------------------------------------------------------------------
Prior to February 24, 2003                   0
- --------------------------------------------------------------------------------
Prior to March 25, 2003                      $1,600,000
- --------------------------------------------------------------------------------
Prior to April 24, 2003                      $3,200,000
- --------------------------------------------------------------------------------
On or after April 24, 2003                   $4,400,000
- --------------------------------------------------------------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.20
<SEQUENCE>4
<FILENAME>dex1020.txt
<DESCRIPTION>BRIDGE LOAN PROMISSORY NOTE
<TEXT>
<PAGE>

                                                                   Exhibit 10.20

                           BRIDGE LOAN PROMISSORY NOTE

$3,000,000                                                      January 24, 2003

     FOR VALUE RECEIVED, AIRNET COMMUNICATIONS CORPORATION, a Delaware
corporation (hereinafter called the "Borrower"), hereby promises to pay, on May
24, 2003, or on such other date as the parties may mutually determine (the
"Maturity Date"), to the order of SCP Private Equity Partners II, L.P.
(hereinafter called the "Lender"), at the Lender's principal address at 300
Building, 435 Devon Park Drive, Wayne, PA 19087, the principal sum of Three
Million Thousand Dollars ($3,000,000) or so much thereof as shall have been
borrowed by Borrower during the 120-day period following the date of this Note
as set forth on Schedule A attached hereto and made a part hereof, in lawful
money of the United States of America and in immediately available funds,
together with interest thereon from the date hereof, at a rate equal to Two
Percent (2%) plus the "Prime Rate" (defined below) in effect from time to time.
The "Prime Rate" shall be the "Prime Rate" quoted in the "Money Rates" section
of The Wall Street Journal from time to time. Interest on the unpaid principal
amount of this Note shall be due on the Maturity Date.

     This Note is subject to the terms of a Bridge Loan Agreement (the "Bridge
Loan Agreement") of even date herewith by and among the Borrower, SCP Private
Equity Partners II, L.P. ("SCP") and TECORE, Inc. ("Tecore"). This Note is
secured by collateral pledged by the Borrower to SCP and Tecore pursuant to a
Security Agreement of even date herewith by and among, the Borrower, SCP and
Tecore (the "Security Agreement"). All capitalized and undefined terms herein
shall have the meaning given them in the Bridge Loan Agreement or the Security
Agreement.

     Upon the occurrence of an Event of Default under the Bridge Loan Agreement
or the Security Agreement, the entire principal amount outstanding hereunder and
all accrued interest hereon, together with all other sums due hereunder, shall,
as provided in the Bridge Loan Agreement, become immediately due and payable.

     This Note is secured by and is entitled to the benefits of the Security
Agreement. In addition to the rights and remedies given it by this Note and the
Security Agreement, the Lender shall have all those rights and remedies allowed
by applicable laws, including without limitation, the Uniform Commercial Code.
The rights and remedies of the Lender are cumulative and recourse to one or more
right or remedy shall not constitute a waiver of the others. The Borrower shall
be liable for all commercially reasonable costs, expenses and attorneys' fees
incurred by the Lender in connection with the collection of the indebtedness
evidenced by the Note.

     To the extent permitted by applicable law, the Borrower waives all rights
and benefits of any statute of limitations, moratorium, reinstatement,
marshalling, forbearance, valuation, stay, extension, redemption, appraisement
and exemption now provided or which may hereafter by provided by law, both as to
itself and as to all of its properties, real and personal, against the
enforcement and collection of the indebtedness evidenced hereby.

<PAGE>

     All notices, requests, demands, and other communications with respect
hereto shall be in writing and shall be delivered by hand, sent prepaid by a
nationally-recognized overnight courier service or sent by the United States
mail, certified, postage prepaid, return receipt requested, at the addresses
designated in the Bridge Loan Agreement or such other address as the parties may
designate to each other in writing.

     This Note or any provision hereof may be waived, changed, modified or
discharged only by agreement in writing signed by the Borrower and the Lender.
The Borrower may not assign or transfer its obligation hereunder without the
prior written consent of the Lender.

     The term "the Borrower" shall include each person and entity now or
hereafter liable hereunder, whether as maker, successor, assignee or endorsee,
each of whom shall be jointly, severally and primarily liable for all of the
obligations set forth herein.

     If any provision of this Note shall for any reason be held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provision of this Note, but this Note shall be construed as if this Note had
never contained the invalid or unenforceable provision.

     This Note shall be governed by and construed in accordance with the
domestic laws of the State of Delaware, without giving effect to any choice of
law provision or rule. Any controversy or dispute arising out of or relating to
this Note shall be settled solely and exclusively in accordance with the
provisions of the Bridge Loan Agreement and the Security Agreement, dated as of
even date herewith, which provisions are incorporated by reference herein as
though fully set forth.

     IN WITNESS WHEREOF, the undersigned Borrower has caused the due execution
of this Bridge Loan Promissory Note as of the day and year first herein above
written.

ATTEST:                               AIRNET COMMUNICATIONS CORPORATION



/s/ Stuart P. Dawley                  By: /s/ Glenn A. Ehley    (SEAL)
- --------------------                      ---------------------
                                          Glenn A. Ehley
                                          President and Chief Executive Officer

<PAGE>

                                   SCHEDULE A

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

<TABLE>
<CAPTION>
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                 Date                  Principal Amount             Signature of Authorized
                                                                      Officer of Borrower
- ------------------------------------------------------------------------------------------------
<S>                             <C>                                 <C>
January   24, 2003              $800,000
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</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>5
<FILENAME>dex1021.txt
<DESCRIPTION>BRIDGE LOAN PROMISSORY NOTE
<TEXT>
<PAGE>

                                                                   Exhibit 10.21

                           BRIDGE LOAN PROMISSORY NOTE

$3,000,000                                                      January 24, 2003

     FOR VALUE RECEIVED, AIRNET COMMUNICATIONS CORPORATION, a Delaware
corporation (hereinafter called the "Borrower"), hereby promises to pay, on May
24, 2003, or on such other date as the parties may mutually determine (the
"Maturity Date"), to the order of TECORE, INC. (hereinafter called the
"Lender"), at the Lender's principal address at 7165 Columbia Gateway Drive,
Columbia, Maryland 21046, the principal sum of Three Million Thousand Dollars
($3,000,000) or so much thereof as shall have been borrowed by Borrower during
the 120-day period following the date of this Note as set forth on Schedule A
attached hereto and made a part hereof, in lawful money of the United States of
America and in immediately available funds, together with interest thereon from
the date hereof, at a rate equal to Two Percent (2%) plus the "Prime Rate"
(defined below) in effect from time to time. The "Prime Rate" shall be the
"Prime Rate" quoted in the "Money Rates" section of The Wall Street Journal from
time to time. Interest on the unpaid principal amount of this Note shall be due
on the Maturity Date.

     This Note is subject to the terms of a Bridge Loan Agreement (the "Bridge
Loan Agreement") of even date herewith by and among the Borrower, SCP Private
Equity Partners II, L.P. ("SCP") and TECORE, Inc. ("Tecore"). This Note is
secured by collateral pledged by the Borrower to SCP and Tecore pursuant to a
Security Agreement of even date herewith by and among, the Borrower, SCP and
Tecore (the "Security Agreement"). All capitalized and undefined terms herein
shall have the meaning given them in the Bridge Loan Agreement or the Security
Agreement.

     Upon the occurrence of an Event of Default under the Bridge Loan Agreement
or the Security Agreement, the entire principal amount outstanding hereunder and
all accrued interest hereon, together with all other sums due hereunder, shall,
as provided in the Bridge Loan Agreement, become immediately due and payable.

     This Note is secured by and is entitled to the benefits of the Security
Agreement. In addition to the rights and remedies given it by this Note and the
Security Agreement, the Lender shall have all those rights and remedies allowed
by applicable laws, including without limitation, the Uniform Commercial Code.
The rights and remedies of the Lender are cumulative and recourse to one or more
right or remedy shall not constitute a waiver of the others. The Borrower shall
be liable for all commercially reasonable costs, expenses and attorneys' fees
incurred by the Lender in connection with the collection of the indebtedness
evidenced by the Note.

     To the extent permitted by applicable law, the Borrower waives all rights
and benefits of any statute of limitations, moratorium, reinstatement,
marshalling, forbearance, valuation, stay, extension, redemption, appraisement
and exemption now provided or which may hereafter by provided by law, both as to
itself and as to all of its properties, real and personal, against the
enforcement and collection of the indebtedness evidenced hereby.

<PAGE>

     All notices, requests, demands, and other communications with respect
hereto shall be in writing and shall be delivered by hand, sent prepaid by a
nationally-recognized overnight courier service or sent by the United States
mail, certified, postage prepaid, return receipt requested, at the addresses
designated in the Bridge Loan Agreement or such other address as the parties may
designate to each other in writing.

     This Note or any provision hereof may be waived, changed, modified or
discharged only by agreement in writing signed by the Borrower and the Lender.
The Borrower may not assign or transfer its obligation hereunder without the
prior written consent of the Lender.

     The term "the Borrower" shall include each person and entity now or
hereafter liable hereunder, whether as maker, successor, assignee or endorsee,
each of whom shall be jointly, severally and primarily liable for all of the
obligations set forth herein.

     If any provision of this Note shall for any reason be held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provision of this Note, but this Note shall be construed as if this Note had
never contained the invalid or unenforceable provision.

     This Note shall be governed by and construed in accordance with the
domestic laws of the State of Delaware, without giving effect to any choice of
law provision or rule. Any controversy or dispute arising out of or relating to
this Note shall be settled solely and exclusively in accordance with the
provisions of the Bridge Loan Agreement and the Security Agreement, dated as of
even date herewith, which provisions are incorporated by reference herein as
though fully set forth.

     IN WITNESS WHEREOF, the undersigned Borrower has caused the due execution
of this Bridge Loan Promissory Note as of the day and year first herein above
written.

ATTEST:                             AIRNET COMMUNICATIONS CORPORATION



/s/ Stuart P. Dawley                By: /s/ Glenn A. Ehley   (SEAL)
- --------------------                    ---------------------
                                        Glenn A. Ehley
                                        President and Chief Executive Officer

<PAGE>

                                   SCHEDULE A

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
                 Date                  Principal Amount             Signature of Authorized
                                                                      Officer of Borrower
- ------------------------------------------------------------------------------------------------
<S>                             <C>                                 <C>
January 24, 2003                $800,000
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</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.22
<SEQUENCE>6
<FILENAME>dex1022.txt
<DESCRIPTION>SECURITY AGREEMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.22

                               SECURITY AGREEMENT

     THIS SECURITY AGREEMENT ("Agreement") is made and entered into on the 24th
day of January, 2003, by and between AIRNET COMMUNICATIONS CORPORATION, a
Delaware corporation (the "Borrower") having its chief executive offices at 3950
Dow Road, Melbourne, Florida 32934, SCP PRIVATE EQUITY PARTNERS II, L.P., a
Delaware limited partnership ("SCP"), and TECORE, INC., a Texas corporation
("TECORE"). SCP and TECORE may hereinafter be referred to individually as a
"Lender" and collectively as the "Lenders."

                                    RECITALS:

     The Borrower has issued and delivered or will issue and deliver to each
Lender a Secured Bridge Promissory Note in the principal amount of Three Million
Dollars ($3,000,000), dated as of the date of this Agreement (collectively, the
"Notes" and individually, a "Note"). Pursuant to the Notes, the Borrower has
agreed to grant a security interest in and to the Collateral (as defined in this
Agreement) on the terms and conditions set forth in this Agreement.

     NOW, THEREFORE, for and in consideration of the Debt (as defined in this
Agreement), and of the premises and intending to be legally bound, the parties
covenant and agree as follows:

     1.   Definitions. In addition to the words and terms defined elsewhere in
this Agreement, the following words and terms shall have the following meanings,
unless the context otherwise clearly requires:

          "Accounts" shall have the meaning given to that term in the Code and
     shall include without limitation all rights of the Borrower, whenever
     acquired, to payment for goods sold or leased or for services rendered,
     whether or not earned by performance.

          "Bridge Loan Agreement" shall mean the Bridge Loan Agreement by and
     between the Borrower and the Lenders dated as of even date herewith.

          "Chattel Paper" shall have the meaning given to that term in the Code
     and shall include without limitation all writings owned by the Borrower,
     whenever acquired, which evidence both a monetary obligation and a security
     interest in or a lease of specific goods.

          "Code" shall mean the Uniform Commercial Code as in effect on the date
     of this Agreement and as amended from time to time, of the state or states
     having jurisdiction with respect to all or any portion of the Collateral
     from time to time.

          "Collateral" shall mean all tangible and intangible assets of
     Borrower, including, without limitation, collectively the Accounts, Chattel
     Paper, Deposit Accounts,

<PAGE>

     Documents, Equipment, Fixtures, General Intangibles, Instruments,
     Intellectual Property, Inventory, Investment Property and Proceeds of each
     of them.

          "Copyrights" means United States or foreign registered or unregistered
     works of authorship, regardless of the availability of copyright
     protection, but including all copyrights and moral rights recognized by law
     and any applications for United States or foreign registration or renewal
     therefor.

          "Debt" shall mean (i) all indebtedness, both principal and interest,
     of the Borrower to the Lenders now or after the date of this Agreement
     evidenced by the Notes, (ii) all other debts, liabilities, duties and
     obligations of the Borrower to the Lenders arising after the date of this
     Agreement contracted or incurred, whether arising under or in connection
     with the Loan Documents or arising under or in connection with any other
     agreement, instrument, or undertaking made by or for the benefit of the
     Borrower to or for the benefit of the Lenders, (iii) all costs and expenses
     incurred by the Lenders in the collection of any of the indebtedness
     described in this paragraph or in connection with the enforcement of any of
     the duties and obligations of the Borrower to the Lenders described in this
     paragraph, including reasonable attorneys' and paralegals' fees and
     expenses, and (iv) all future advances made by the Lenders for the
     maintenance, protection, preservation or enforcement of, or realization
     upon, the Collateral or any portion of the Collateral, including advances
     for storage, transportation charges, taxes, insurance, repairs and the
     like.

          "Deposit Accounts" shall have the meaning given to that term in the
     Code and shall include a demand, time, savings, passbook or similar account
     maintained with a bank, savings bank, savings and loan association, credit
     union, trust company or other organization that is engaged in the business
     of banking.

          "Documents" shall have the meaning given to that term in the Code and
     shall include without limitation all warehouse receipts (as defined by the
     Code) and other documents of title (as defined by the Code) owned by the
     Borrower, whenever acquired.

          "Equipment" shall have the meaning given to that term in the Code and
     shall include without limitation all goods owned by the Borrower, whenever
     acquired and wherever located, used or brought for use primarily in the
     business or for the benefit of the Borrower and not included in Inventory
     of the Borrower, together with all attachments, accessories and parts used
     or intended to be used with any of those goods or Fixtures, whether now or
     in the future installed therein or thereon or affixed thereto, as well as
     all substitutes and replacements thereof in whole or in part.

          "Event of Default" shall mean (i) any of the Events of Default
     described in the Notes or the Loan Documents, or (ii) any default by the
     Borrower in the performance of its obligations under this Agreement.

                                       2

<PAGE>

          "Fixtures" shall have the meaning given to that term in the Code, and
     shall include without limitation leasehold improvements.

          "General Intangibles" shall have the meaning given to that term in the
     Code and shall include, without limitation, all leases under which the
     Borrower now or in the future leases and or obtains a right to occupy or
     use real or personal property, or both, all of the other contract rights of
     the Borrower, whenever acquired, and customer lists, choses in action,
     claims (including claims for indemnification), books, records, patents,
     copyrights, trademarks, blueprints, drawings, designs and plans, trade
     secrets, methods, processes, contracts, licenses, license agreements,
     formulae, tax and any other types of refunds, returned and unearned
     insurance premiums, rights and claims under insurance policies, and
     computer information, software, records and data, now owned or acquired
     after the date of this Agreement by the Borrower.

          "Instruments" shall have the meaning given to that term in the Code
     and shall include, without limitation, all negotiable instruments (as
     defined in the Code), all certificated securities (as defined in the Code)
     and all other writings which evidence a right to the payment of money now
     or after the date of this Agreement owned by the Borrower.

          "Intellectual Property" means Copyrights, Patent Rights, Trademark
     Rights, Internet domain names, World Wide Web sites and all pages thereof,
     Know-How, Trade Secret Rights, Software, and registration rights of mask
     works for circuit designs under the Semiconductor Chip Protection Act of
     1984, as amended, and similar rights under corresponding foreign laws,
     owned by the Borrower or which any person or entity is under an obligation
     to assign ownership to the Borrower.

          "Inventory" shall have the meaning given to that term in the Code and
     shall include without limitation all goods owned by the Borrower, whenever
     acquired and wherever located, held for sale or lease or furnished or to be
     furnished under contracts of service, and all raw materials, work in
     process and materials owned by the Borrower and used or consumed in the
     Borrower's business, whenever acquired and wherever located.

          "Investment Property," "Securities Intermediary" and "Commodities
     Intermediary" each shall have the meaning set forth in the Code.

          "Know-How" means all documented and undocumented research, ideas,
     data, theories, conclusions, reports, drawings, designs, blueprints,
     schematics, exhibits, models, prototypes, source code, object code, flow
     charts, manuals, processes, specifications, formulae, product
     configurations, notes, inventions (whether or not patentable and whether or
     not reduced to practice) and any other information of any kind developed,
     in development or maintained by the Borrower or any of its employees,
     agents or representatives relating to any goods or services sold or
     licensed or offered for sale or

                                       3

<PAGE>

     license by the Borrower or goods or services which the Borrower has a
     present intention to sell or license.

          "Loan Documents" shall mean collectively, this Agreement, the Notes,
     the Bridge Loan Agreement and all other agreements, documents and
     instruments executed and delivered in connection therewith, as each may be
     amended, supplemented or modified from time to time.

          "Patent Rights" means United States and foreign patent applications
     and patents and other patent rights, including any and all divisions,
     continuations, continuations in part, substitutions, reissues,
     re-examinations, extensions and renewals thereof.

          "Permitted Liens" shall mean all (i) all existing liens on the assets
     of the Borrower which have been disclosed to the Lenders by the Borrower in
     the Bridge Loan Agreement, and (ii) all purchase money security interests
     hereinafter incurred by the Borrower in the ordinary course of business to
     the extent permitted by the Bridge Loan Agreement.

          "Proceeds" shall have the meaning given to that term in the Code and
     shall include without limitation whatever is received when Collateral or
     Proceeds are sold, exchanged, collected or otherwise disposed of, whether
     cash or non-cash, and includes without limitation proceeds of insurance
     payable by reason of loss of or damage to Collateral.

          "Software" means any set of statements or instructions to be used
     directly or indirectly in a computer or microprocessor to bring about a
     certain result, including all software under development and all related
     documentation.

          "Trademark Rights" means United States or foreign trademarks, service
     marks, trade names, trade dress, domain names and corporate names, whether
     registered or unregistered, and all pending United States and foreign
     applications therefor associated with any goods or services sold or
     licensed or offered for sale or license by the Borrower or goods or
     services which the Borrower has a present intention to sell or license.

          "Trade Secret Rights" means all documentation, Know-How, Software and
     other materials owned by the Borrower that is considered to be proprietary
     to the Borrower, is maintained on a confidential or secret basis, and is
     generally not known to other persons or entities who are not subject to
     confidentiality restrictions.

     2.   Security Interest. As security for the full and timely payment of the
Debt in accordance with the terms of the Debt and the performance of the
obligations of the Borrower under the Notes and this Agreement, the Borrower
agrees that the Lenders shall have, and the Borrower grants and conveys to and
creates in favor of the Lenders, jointly and severally, a security interest
under the Code in and to such of the Collateral as is now owned or acquired
after

                                       4

<PAGE>

the date of this Agreement by the Borrower. The security interest granted to the
Lenders in this Agreement shall be a first priority security interest, prior and
superior to the rights of all third parties existing on or arising after the
date of this Agreement, subject to the Permitted Liens.

     3.   Provisions Applicable to the Collateral. The parties agree that the
following provisions shall be applicable to the Collateral:

          (a) The Borrower covenants and agrees that at all times during the
     term of this Agreement it shall keep accurate and complete books and
     records concerning the Collateral that is now owned or acquired after the
     date of this Agreement by the Borrower.

          (b) The Lenders or their representatives shall have the right, upon
     reasonable prior written notice to the Borrower and during the regular
     business hours of the Borrower, to examine and inspect the Collateral and
     to review the books and records of the Borrower concerning the Collateral
     that is now owned or acquired after the date of this Agreement by the
     Borrower and to copy the same and make excerpts therefrom; provided,
     however, that from and after the occurrence of an Event of Default, the
     rights of inspection and entry shall be subject to the requirements of the
     Code.

          (c) The Borrower shall at all times during the term of this Agreement
     keep the Equipment, Inventory and Fixtures that are now owned or acquired
     after the date of this Agreement by the Borrower at its various locations
     or, upon written notice to the Lenders, at such other locations for which
     the Lenders have filed financing statements, and at no other location
     without 20 days' prior written notice to the Lenders, except that the
     Borrower shall have the right until one or more Events of Default shall
     occur to sell or otherwise dispose of Inventory and other Collateral in the
     ordinary course of business.

          (d) The Borrower shall not move the location of its chief executive
     offices without prior written notification to the Lenders.

          (e) Without the prior written consent of the Lenders, the Borrower
     shall not sell, lease or otherwise dispose of any Equipment or Fixtures,
     except in the ordinary course of Borrower's business.

          (f) The Borrower shall use its best efforts to ensure that there is no
     unauthorized disclosure by the Borrower, its affiliates, officers,
     employees or agents of any confidential and proprietary information related
     to the Intellectual Property.

          (g) Promptly upon request of the Lenders from time to time, the
     Borrower shall furnish the Lenders with such information and documents
     regarding the Collateral and the Borrower's financial condition, business,
     assets or liabilities, at such times and in such form and detail as the
     Lenders may request.

                                       5

<PAGE>

          (h) At all times during the term of this Agreement, the Borrower shall
     deliver to the Lenders, upon their written request, without limitation, (i)
     all invoices and customer statements rendered to account debtors,
     documents, contracts, chattel paper, instruments and other writings
     pertaining to the Borrower's contracts or the performance of the Borrower's
     contracts, (ii) evidence of the Borrower's accounts and statements showing
     the aging, identification, reconciliation and collection thereof and (iii)
     reports as to the Borrower's inventory and sales, shipment, damage or loss
     thereof, all of the foregoing to be certified by authorized officers or
     other employees of the Borrower, and Borrower shall take all necessary
     action during the term of this Agreement to perfect any and all security
     interests in favor of Borrower and to assign to Lender all such security
     interests in favor of Borrower.

          (i) Notwithstanding the security interest in the Collateral granted to
     and created in favor of the Lenders under this Agreement, the Borrower
     shall have the right until one or more Events of Default shall occur, at
     its own cost and expense, to collect the Accounts and the Chattel Paper and
     to enforce its contract rights.

          (j) After the occurrence of an Event of Default, the Lenders shall
     have the right, in their sole discretion, to give notice of the Lenders'
     security interest to account debtors obligated to the Borrower and to take
     over and direct collection of the Accounts and the Chattel Paper, to notify
     such account debtors to make payment directly to the Lenders and to enforce
     payment of the Accounts and the Chattel Paper and to enforce the Borrower's
     contract rights. It is understood and agreed by the Borrower that the
     Lenders shall have no liability whatsoever under this subsection (i) except
     for their own gross negligence or willful misconduct.

          (k) At all times during the term of this Agreement Borrower shall
     promptly deliver to the Lenders, upon their written request, all existing
     leases, and all other leases entered into by Borrower from time to time,
     covering any Equipment or Inventory ("Leased Inventory") which is leased to
     third parties.

          (l) The Borrower shall not change its name, entity status, federal
     taxpayer identification number, or state organizational or registration
     number, or the state under which it is organized without the prior written
     consent of the Lenders.

          (m) The Borrower shall not close any of its Deposit Accounts or open
     any new or additional Deposit Accounts without first giving the Lenders at
     least fifteen (15) days prior written notice thereof.

          (n) The Borrower shall cooperate with the Lenders, at Borrower's
     expense, in perfecting Lenders' security interest in any of the Collateral,
     including the execution of any control agreement(s) required in order to
     perfect Lenders' security interest in the Deposit Accounts.

                                       6

<PAGE>

          (o) Lenders may file any necessary financing statements and other
     documents Lenders deem necessary in order to perfect Lenders' security
     interest without Borrower's signature. Borrower grants to Lenders a power
     of attorney for the sole purpose of executing any documents on behalf of
     Borrower which Lenders deem necessary to perfect Lenders' security
     interest. Such power, coupled with an interest, is irrevocable.

          (p) The parties agree that the Lenders shall have the right to
     designate and appoint a collateral agent to act for and on behalf of the
     Lenders with respect to the Collateral under this Agreement, provided that
     Borrower is notified in writing at least ten (10) days in advance of such
     appointment.

     4.   Actions with Respect to Accounts. The Borrower irrevocably makes,
constitutes and appoints the Lenders, or any of them, its true and lawful
attorney-in-fact with power to sign its name and to take any of the following
actions after the occurrence and prior to the cure of an Event of Default, at
any time without notice to the Borrower and at the Borrower's expense:

          (a) Verify the validity and amount of, or any other matter relating
     to, the Collateral by mail, telephone, telegraph or otherwise;

          (b) Notify all account debtors that the Accounts have been assigned to
     the Lenders and that the Lenders have a security interest in the Accounts;

          (c) Direct all account debtors to make payment of all Accounts
     directly to the Lenders;

          (d) Take control in any reasonable manner of any cash or non-cash
     items of payment or proceeds of Accounts;

          (e) Receive, open and dispose of all mail addressed to the Borrower;

          (f) Take control in any manner of any rejected, returned, stopped in
     transit or repossessed goods relating to Accounts;

          (g) Enforce payment of and collect any Accounts, by legal proceedings
     or otherwise, and for such purpose the Lenders may:

              (1) Demand payment of any Accounts or direct any account debtors
                  to make payment of Accounts directly to the Lenders;

              (2) Receive and collect all monies due or to become due to the
                  Borrower pursuant to the Accounts;

              (3) Exercise all of the Borrower's rights and remedies with
                  respect to the collection of Accounts;

                                       7

<PAGE>

                       (4)   Settle, adjust, compromise, extend, renew,
                             discharge or release Accounts in a commercially
                             reasonable manner;

                       (5)   Sell or assign Accounts on such reasonable terms,
                             for such reasonable amounts and at such reasonable
                             times as the Lenders reasonably deem advisable;

                       (6)   Prepare, file and sign the Borrower's name or names
                             on any Proof of Claim or similar documents in any
                             proceeding filed under federal or state bankruptcy,
                             insolvency, reorganization or other similar law as
                             to any account debtor;

                       (7)   Prepare, file and sign the Borrower's name or names
                             on any notice of lien, claim of mechanic's lien,
                             assignment or satisfaction of lien or mechanic's
                             lien or similar document in connection with the
                             Collateral;

                       (8)   Endorse the name of the Borrower upon any chattel
                             papers, documents, instruments, invoices, freight
                             bills, bills of lading or similar documents or
                             agreements relating to Accounts or goods pertaining
                             to Accounts or upon any checks or other media of
                             payment or evidence of a security interest that
                             may come into the Lenders, possession;

                       (9)   Sign the name of the Borrower to verifications of
                             Accounts and notices of Accounts sent by account
                             debtors to the Borrower; or

                       (10)  Take all other actions that the Lenders reasonably
                             deem to be necessary or desirable to protect the
                             Borrower's interest in the Accounts.

                (h)    Negotiate and endorse any Document in favor of the
         Lenders or their designees, covering Inventory including the Leased
         Inventory, which constitutes Collateral, and related documents for the
         purpose of carrying out the provisions of this Agreement and taking any
         action and executing in the name of Borrower any instrument which the
         Lenders may reasonably deem necessary or advisable to accomplish the
         purpose hereof. Without limiting the generality of the foregoing, the
         Lenders shall have the right and power to receive, endorse and collect
         checks and other orders for the payment of money made payable to the
         Borrower representing any payment or reimbursement made under, pursuant
         to or with respect to, the Collateral or any part thereof and to give
         full discharge to the same.

The Borrower ratifies and approves all acts of said attorney and agrees that
said attorney shall not be liable for any acts of commission or omission, nor
for any error of judgment or mistake of fact or law, except for said attorney's
own gross negligence or willful misconduct. This power, being

                                       8

<PAGE>

coupled with an interest, is irrevocable until the Debt is paid in full (at
which time this power shall terminate in full) and the Borrower shall have
performed all of its obligations under this Agreement. The Borrower further
agrees to use its reasonable efforts to assist the Lenders in the collection and
enforcement of the Accounts and will not hinder, delay or impede the Lenders in
any manner in their collection and enforcement of the Accounts.

         5.    Preservation and Protection of Security Interest. The Borrower
represents and warrants that it has, and covenants and agrees that at all times
during the term of this Agreement, it will have, good and marketable title to
the Collateral from time to time owned or acquired by it free and clear of all
mortgages, pledges, liens, security interests, charges or other encumbrances,
except for the Permitted Liens and those junior in right of payment and
enforcement to that of the Lenders or in favor of the Lenders, and shall defend
the Collateral against the claims and demands of all persons, firms and entities
whomsoever. The Borrower represents and warrants that as of the date of this
Agreement the Lenders have, and that all times in the future the Lenders will
have, a first priority perfected security interest in the Collateral, prior and
superior to the rights of all third parties in the Collateral existing on the
date of this Agreement or arising after the date of this Agreement, subject to
the Permitted Liens. Except as permitted by this Agreement, the Borrower
covenants and agrees that it shall not, without the prior written consent of the
Lenders (i) borrow against the Collateral or any portion of the Collateral from
any other person, firm or entity, except for borrowings which are subordinate to
the rights of the Lenders, (ii) grant or create or permit to attach or exist any
mortgage, pledge, lien, charge or other encumbrance, or security interest on, of
or in any of the Collateral or any portion of the Collateral except those in
favor of the Lenders or the Permitted Liens, (iii) permit any levy or attachment
to be made against the Collateral or any portion of the Collateral, except those
subject to the Permitted Liens, or (iv) permit any financing statements to be on
file with respect to any of the Collateral, except financing statements in favor
of the Lenders or those with respect to the Permitted Liens. The Borrower shall
faithfully preserve and protect the Lenders' security interest in the Collateral
and shall, at its own cost and expense, cause, or assist the Lenders to cause
that security interest to be perfected and continue perfected so long as the
Debt or any portion of the Debt is outstanding, unpaid or executory. For
purposes of the perfection of the Lenders' security interest in the Collateral
in accordance with the requirements of this Agreement, the Borrower shall from
time to time at the request of the Lenders file or record, or cause to be filed
or recorded, such instruments, documents and notices, including assignments,
financing statements and continuation statements, as the Lenders may reasonably
deem necessary or advisable from time to time in order to perfect and continue
perfected such security interest. The Borrower shall do all such other acts and
things and shall execute and deliver all such other instruments and documents,
including further security agreements, pledges, endorsements, assignments and
notices, as the Lenders, or any of them, in their discretion may reasonably deem
necessary or advisable from time to time in order to perfect and preserve the
priority of such security interest as a first lien security interest in the
Collateral prior to the rights of all third persons, firms and entities, subject
to the Permitted Liens and except as may be otherwise provided in this
Agreement. The Borrower agrees that a carbon, photographic or other reproduction
of this Agreement or a financing statement is sufficient as a financing
statement and may be filed instead of the original.

                                       9

<PAGE>

         6.     Insurance. Risk of loss of, damage to or destruction of the
Equipment, Inventory and Fixtures is on the Borrower. The Borrower shall insure
the Equipment, Inventory and Fixtures against such risks and casualties and in
such amounts and with such insurance companies as is ordinarily carried by
corporations or other entities engaged in the same or similar businesses and
similarly situated or as otherwise reasonably required by the Lenders in their
sole discretion. In the event of loss of, damage to or destruction of the
Equipment, Inventory or Fixtures during the term of this Agreement, the Borrower
shall promptly notify Lenders of such loss, damage or destruction. At the
reasonable request of the Lenders, each of the Borrower's policies of insurance
shall contain loss payable clauses in favor of the Borrower and the Lenders as
their respective interests may appear and shall contain provision for
notification of the Lenders thirty (30) days prior to the termination of such
policy. At the request of the Lenders, copies of all such policies, or
certificates evidencing the same, shall be deposited with the Lenders. If the
Borrower fails to effect and keep in full force and effect such insurance or
fails to pay the premiums when due, the Lenders may (but shall not be obligated
to) do so for the account of the Borrower and add the cost thereof to the Debt.
The Lenders are irrevocably appointed attorneys-in-fact of the Borrower to
endorse any draft or check which may be payable to the Borrower in order to
collect the proceeds of such insurance. Unless an Event of Default has occurred
and is continuing, the Lenders will turn over to the Borrower the proceeds of
any such insurance collected by them on the condition that the Borrower apply
such proceeds either (i) to the repair of damaged Equipment, Inventory or
Fixtures, or (ii) to the replacement of destroyed Equipment, Inventory or
Fixtures with Equipment, Inventory or Fixtures of the same or similar type and
function and of at least equivalent value (in the sole judgment of the Lenders),
provided such replacement Equipment, Fixtures or Inventory is made subject to
the security interest created by this Agreement and constitutes a first lien
security interest in the Equipment, Inventory and Fixtures subject only to
Permitted Liens and other security interests permitted under this Agreement, and
is perfected by the filing of financing statements in the appropriate public
offices and the taking of such other action as may be necessary or desirable in
order to perfect and continue perfected such security interest. Any balance of
insurance proceeds remaining in the possession of the Lenders after payment in
full of the Debt shall be paid over to the Borrower or its order.

         7.     Maintenance and Repair. The Borrower shall maintain the
Equipment, Inventory and Fixtures, and every portion thereof, in good condition,
repair and working order, reasonable wear and tear alone excepted, and shall pay
and discharge all taxes, levies and other impositions assessed or levied thereon
as well as the cost of repairs to or maintenance of the same. If the Borrower
fails to do so, the Lenders may (but shall not be obligated to) pay the cost of
such repairs or maintenance and such taxes, levies or impositions for the
account of the Borrower and add the amount of such payments to the Debt.

         8.     Preservation of Rights Against Third Parties; Preservation of
Collateral in Lenders' Possession. Until such time as the Lenders exercise their
right to effect direct collection of the Accounts and the Chattel Paper and to
effect the enforcement of the Borrower's contract rights, the Borrower assumes
full responsibility for taking any and all commercially reasonable steps to
preserve rights in respect of the Accounts and the Chattel Paper and its
contracts against prior parties. The Lenders shall be deemed to have exercised
reasonable care in the custody and

                                       10

<PAGE>

preservation of such of the Collateral as may come into their possession from
time to time if the Lenders take such action for that purpose as the Borrower
shall request in writing, provided that such requested action shall not, in the
judgment of the Lenders, impair the Lenders' security interest in the Collateral
or their right in, or the value of, the Collateral, and provided further that
the Lenders receive such written request in sufficient time to permit the
Lenders to take the requested action.

         9.     Events of Default and Remedies.

                (a)   If any one or more of the Events of Default shall occur or
shall exist, the Lenders may then or at any time thereafter, so long as such
default shall continue, foreclose the lien or security interest in the
Collateral in any way permitted by law, or upon fifteen (15) days prior written
notice to the Borrower, sell any or all Collateral at private sale at any time
or place in one or more sales, at such price or prices and upon such terms,
either for cash or on credit, as the Lenders, in their sole discretion, may
elect, or sell any or all Collateral at public auction, either for cash or on
credit, as the Lenders, in their sole discretion, may elect, and at any such
sale, the Lenders may bid for and become the purchaser of any or all such
Collateral. Pending any such action the Lenders may liquidate the Collateral.

                (b)   If any one or more of the Events of Default shall occur or
shall exist, the Lenders may then, or at any time thereafter, so long as such
default shall continue, grant extensions to, or adjust claims of, or make
compromises or settlements with, debtors, guarantors or any other parties with
respect to Collateral or any securities, guarantees or insurance applying
thereon, without notice to or the consent of the Borrower, without affecting the
Borrower's liability under this Agreement or the Notes. The Borrower waives
notice of acceptance, of nonpayment, protest or notice of protest of any
Accounts or Chattel Paper or any of its contract rights and any other notices to
which the Borrower may be entitled.

                (c)   If any one or more of the Events of Default shall occur or
shall exist and be continuing, then in any such event, the Lenders, shall have
such additional rights and remedies in respect of the Collateral or any portion
thereof as are provided by the Code and such other rights and remedies in
respect thereof which they may have at law or in equity or under this Agreement,
including without limitation the right to enter any premises where Equipment,
Inventory and/or Fixtures are located and take possession and control thereof
without demand or notice and without prior judicial hearing or legal
proceedings, which the Borrower expressly waives.

                (d)   The Lenders shall apply the Proceeds of any sale or
liquidation of the Collateral, and, subject to Section 6, any Proceeds received
by the Lenders from insurance, first to the payment of the reasonable costs and
expenses incurred by the Lenders in connection with such sale or collection,
including without limitation reasonable attorneys' fees and legal expenses,
second to the payment of the Debt, whether on account of principal or interest
or otherwise as the Lenders, in their sole discretion, may elect, and then to
pay the balance, if any, to the Borrower or as otherwise required by law. If
such Proceeds are insufficient to pay the amounts required by law, the Borrower
shall be liable for any deficiency.

                                       11

<PAGE>

                (e)   Upon the occurrence of any Event of Default, the Borrower
shall promptly upon written demand by the Lenders assemble the Equipment,
Inventory and Fixtures and make them available to the Lenders at a place or
places to be designated by the Lenders. The rights of the Lenders under this
paragraph to have the Equipment, Inventory and Fixtures assembled and made
available to them is of the essence of this Agreement and the Lenders may, at
their election, enforce such right by an action in equity for injunctive relief
or specific performance, without the requirement of a bond.

         10.    Defeasance. Notwithstanding anything to the contrary contained
in this Agreement 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 inure to the 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 attempted 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.

         11.    Representations and Warranties of Borrower. The Borrower
represents and warrants that: (a) its name is "AirNet Communications
Corporation"; and (b) its state of incorporation is Delaware.

         12.    Miscellaneous.

                (a)   The provisions of this Agreement are intended to be
severable. If any provision of this Agreement shall for any reason be held
invalid or unenforceable in whole or in part in any jurisdiction, such provision
shall, as to such jurisdiction, be ineffective to the extent of such invalidity
or unenforceability without in any manner affecting the validity or
enforceability of such provision in any other jurisdiction or any other
provision of this Agreement in any jurisdiction.

                (b)   No failure or delay on the part of the Lenders in
exercising any right, remedy, power or privilege under this Agreement and the
Notes shall operate as a waiver thereof or of any other right, remedy, power or
privilege of the Lenders under this Agreement, the Notes or any of the other
Loan Documents; nor shall any single or partial exercise of any such right,
remedy, power or privilege preclude any other right, remedy, power or privilege
or further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges of the Lenders under this
Agreement, the Notes and the other Loan Documents are cumulative and not
exclusive of any rights or remedies which they may otherwise have.

                                       12

<PAGE>

                (c)   All notices, statements, requests and demands given to or
made upon either party in accordance with the provisions of this Agreement shall
be deemed to have been given or made when personally delivered or when deposited
in the United States mail, postage prepaid or with private overnight courier
service, charges prepaid, addressed as provided in the Bridge Loan Agreement.

                (d)   The section headings contained in this Agreement are for
reference purposes only and shall not control or affect its construction or
interpretation in any respect.

                (e)   Unless the context otherwise requires, all terms used in
this Agreement which are defined by the Code shall have the meanings stated in
the Code.

                (f)   The Code shall govern the settlement, perfection and the
effect of attachment and perfection of the Lenders' security interest in the
Collateral, and the rights, duties and obligations of the Lenders and the
Borrower with respect to the Collateral. This Agreement shall be deemed to be a
contract under the laws of the State of Delaware and the execution and delivery
of this Agreement and, to the extent not inconsistent with the preceding
sentence, the terms and provisions of this Agreement shall be governed by and
construed in accordance with the laws of that State.

                (g)   Whenever in this Agreement an action is required or
permitted to be taken by the Lenders, it may be taken by each Lender
individually, or both of the Lenders, acting together. The Lenders may enter
into a separate agreement that specifies the obligations and responsibilities of
each party relating to the enforcement of their rights under this Agreement, or
appoint an agent to act on their behalf.

                (h)   This Agreement 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. In addition, this Agreement may contain more than one
counterpart of the signature page, and this Agreement may be executed by the
affixing of the signatures of each of the Lenders to one of such counterparts.
All of such counterparts shall be read as though one, and they shall have the
same force and effect as though all the signers had signed a single page.

                                       13

<PAGE>

         IN WITNESS WHEREOF, and intending to be legally bound, the parties have
executed and delivered this Agreement as of the day and year set forth at the
beginning of this Agreement.

                                BORROWER:

ATTEST:                         AIRNET COMMUNICATIONS CORPORATION

/s/ Stuart P. Dawley            By:/s/ Glenn A. Ehley
- --------------------            ------------------------------------------------

                                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: /s/ James W. Brown
                                   ---------------------------------------------
                                Name: James W. Brown
                                     -------------------------------------------
                                Title: a manager
                                      ------------------------------------------

                                TECORE, INC.

                                By: /s/ Jay Salkini
                                   ---------------------------------------------
                                Name: Jay Salkini
                                     -------------------------------------------
                                Title: President and Chief Executive Officer
                                      ------------------------------------------

                                       14

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>7
<FILENAME>dex1023.txt
<DESCRIPTION>TERM SHEET
<TEXT>
<PAGE>

                                                                   Exhibit 10.23

                                   TERMS SHEET

                             Dated: January 24, 2003

- --------------------------------------------------------------------------------
Issuer:                             AirNet Communications Corporation, a
                                    Delaware corporation (the "Company")

- --------------------------------------------------------------------------------
Investors:                          SCP Private Equity Partners II, LP ("SCP
                                    II") TECORE, Inc. ("Tecore")

- --------------------------------------------------------------------------------
Proposed Investment:                $16,000,000  principal amount of Senior
                                    Secured Convertible Notes (the "Notes"),
                                    with $8,000,000 principal amount to be
                                    purchased by each of SCP II and Tecore

- --------------------------------------------------------------------------------
Purchase Price of Notes:            Par (i.e., $16,000,000)

- --------------------------------------------------------------------------------
Payment of Purchase Price           $8,000,000 at Closing
of Notes:                           $1,000,000 on or prior to 6/30/03
                                    $2,000,000 on or prior to 9/30/03
                                    $1,000,000 on or prior to 12/31/03
                                    $1,000,000 on or prior to 3/31/04
                                    $1,000,000 on or prior to 6/30/04
                                    $1,000,000 on or prior to 12/31/04
                                    $1,000,000 on or prior to 6/30/05

- --------------------------------------------------------------------------------
Terms of Notes:                              Interest:  Interest shall accrue on
                                             --------
                                    the outstanding principal amount of each
                                    Note at the rate of 12% per annum. (Either
                                    Investor may cause the interest payable to
                                    both Investors to be payable in Common Stock
                                    (valued at market value) if necessary to
                                    comply with NASDAQ National Market
                                    requirements.)

                                             Term:  The principal and all
                                             ----
                                    accrued interest shall be due and payable
                                    under each Note four years from the Closing
                                    Date ("Maturity Date").

                                             Collateral:  The Notes shall be
                                             ----------
                                    secured by a first perfected security
                                    interest in all of the assets of the
                                    Company, including, without limitation, all
                                    intellectual property of the Company.

                                             Conversion: All or any portion of
                                             ----------
                                    the principal and interest under the Notes
                                    (the "Conversion Amount") may be converted
                                    at any time at the election of the holders
                                    of a majority of the outstanding Notes
                                    ("Majority Holders"), into a number of
                                    shares of Common Stock at a conversion price
                                    per share equal to the Conversion Amount
                                    divided by the Applicable Conversion Price,
                                    as here-
- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
                                     inafter defined. At the closing, the
                                     Applicable Conversion Price will be equal
                                     to the Purchase Price, as hereinafter
                                     defined. The Applicable Conversion Price
                                     will be subject to future adjustment upon
                                     certain dilutive issuances of equity (see
                                     "Antidilution Protection" below).The
                                     Purchase Price shall equal $0.11558 (the
                                     "Purchase Price").

                                              In addition, the Notes will
                                     automatically convert into Common Stock
                                     upon: (i) the closing of a secondary public
                                     offering of Common Stock at a public
                                     offering price per share (prior to
                                     underwriter commissions and expenses) that
                                     is not less than three times the Applicable
                                     Conversion Price in an offering where the
                                     gross proceeds to the Company would be not
                                     less than $70,000,000 (a "Qualified Public
                                     Offering"); or (ii) the sale of the Company
                                     at a minimum price per share in cash or
                                     stock, of at least three times the
                                     Applicable Conversion Price (a "Qualified
                                     Sale"); provided, however, that in the
                                     event of a sale of the Company to a
                                     privately-held company or to a public
                                     company in which disposition of stock would
                                     be significantly restricted (by low trading
                                     volume or other restrictions), automatic
                                     conversion shall occur only in the event of
                                     a cash sale.

                                              Antidilution Protection: If the
                                              -----------------------
                                     Company 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 Applicable
                                     Conversion Price in effect immediately
                                     preceding such issuance, the Applicable
                                     Conversion Price will be immediately
                                     reduced to that price per share at which
                                     such securities were issued. The Applicable
                                     Conversion Price shall be similarly reduced
                                     for successive issuances of equity
                                     securities at prices per share that are
                                     less than the Applicable Conversion Price
                                     in effect immediately preceding such
                                     issuances. Notwithstanding the foregoing,
                                     no adjustment shall be made to the
                                     Applicable Conversion Price with respect
                                     to: (i) the issuance of capital stock upon
                                     the conversion of any of the Company's
                                     convertible securities outstanding as of
                                     the Closing; or (ii) the issuance of
                                     employee options for up to 22,240,000
                                     shares of Common Stock (and shares of
                                     Common Stock upon the exercise thereof),
                                     subject to adjustment to up to 29,948,866
                                     shares in the event and to the extent that
                                     the Sales Generation Warrants granted to
                                     Tecore shall become vested. (The Company's
                                     management bonus program and acquisition
                                     bonus program shall be cancelled.)

                                              Covenants; The Company shall be
                                              ---------
                                     party to covenants, both affirmative and
                                     negative, customary with issuances of debt.
                                     Without limitation thereon, the Company
                                     shall not be permitted to incur additional
                                     indebtedness, grant or permit liens or
                                     encumbrances upon its assets, issue
                                     guarantees, pay dividends, increase
                                     salaries or
- --------------------------------------------------------------------------------

                                      -2-

<PAGE>

- --------------------------------------------------------------------------------
                                    add additional employees, merge or
                                    consolidate or sell all or substantially all
                                    of its assets, enter into any transaction
                                    which results in, or suffer, a change in
                                    control, or issue additional securities or
                                    options or warrants therefore without the
                                    prior written consent of the Majority
                                    Holders; provided that the Company shall be
                                    permitted to incur purchase money
                                    indebtedness secured by purchase money liens
                                    on the assets purchased in an aggregate
                                    amount up to $50,000.

                                              Voting: The holders of the Notes
                                              ------
                                     will have the right to that number of votes
                                     equal to the number of shares of Common
                                     Stock issuable upon conversion of the
                                     Notes; provided that solely for purposes of
                                     determining such number of votes, the
                                     Applicable Conversion Price shall be deemed
                                     to be the closing bid price of the
                                     Company's Common Stock on the date that the
                                     definitive purchase agreement is signed.

- --------------------------------------------------------------------------------
Capitalization:                      Upon conversion of the Notes obtained by
                                     virtue of this investment, the resulting
                                     share ownership of Common Stock is shown in
                                     Appendix A.

- --------------------------------------------------------------------------------
Issuance of Common Stock and                  Common Stock:  From and after the
                                              ------------
Warrants to Tecore:                 date of this Terms Sheet and at or prior
                                    to the Closing, Tecore or an affiliate of
                                    Tecore shall execute firm purchase orders
                                    for Company equipment, services or licenses
                                    accepted by the Company in the amount of
                                    $5,000,000 (the "Initial Purchase Orders")
                                    and shall be issued at the Closing
                                    14,133,059 shares of Common Stock for a
                                    purchase price of $0.001 per share.

                                              Warrants: At the Closing, Tecore
                                              --------
                                     shall be issued, for a purchase price of
                                     $.001 per warrant, warrants (the "Sales
                                     Generation Warrants") to purchase
                                     69,347,700 shares of Common Stock, at an
                                     exercise price per share equal to the
                                     Purchase Price (i.e., $0.11558 per share).
                                     The Sales Generation Warrants shall be
                                     exercisable within two years after the
                                     Closing, and shall vest based on sales
                                     generated by Tecore or an affiliate of
                                     Tecore (other than the Company) as a
                                     customer of the Company before December 31,
                                     2004, in accordance with the following
                                     formula: (a) for each $1,000,000 of gross
                                     margin generated by Tecore sales during
                                     calendar year 2003 (calculated in
                                     accordance with GAAP and including the
                                     Initial Purchase Orders), one-tenth of the
                                     Sales Generation Warrants shall vest, and
                                     (b) for each $2,000,000 of gross margin
                                     generated by Tecore sales during calendar
                                     year 2004 (calculated in accordance with
                                     GAAP), one-tenth of the Sales Generation
                                     Warrants shall vest. For this purpose
                                     "Tecore sales" shall include direct
                                     purchases by Tecore and sales to companies
                                     identified by Tecore. Tecore shall have the
                                     option to substitute royalties on
                                     technology licenses entered into by
- --------------------------------------------------------------------------------

                                      -3-

<PAGE>

- --------------------------------------------------------------------------------
                                    the Company for gross margin. To the extent
                                    more than 300,000 of the Company's stock
                                    options currently issued and outstanding
                                    under its Stock Option Plan are exercised in
                                    the future, the Company will increase the
                                    amount of performance based warrants
                                    available to Tecore as necessary to give
                                    Tecore an opportunity to acquire such number
                                    of shares of the Company's capital stock as
                                    shall constitute 51% of such captital stock
                                    on a fully diluted basis, calculated as of
                                    the Closing Date as contemplated on Appendix
                                    A.

- --------------------------------------------------------------------------------
Board of Directors:                 Following the Closing, the Board of
                                    Directors of the Company will consist of a
                                    total of ten directors, three of whom shall
                                    be designated by SCP II, three of whom shall
                                    be designated by Tecore, three of whom shall
                                    be independent directors, satisfactory to
                                    SCP II and Tecore, who shall be elected by
                                    the shareholders of the Company, and one of
                                    whom shall be the Company's CEO. Upon
                                    Tecore's ownership (by virtue of its
                                    ownership of (a) the Notes/and or the Common
                                    Stock underlying the Notes after conversion
                                    of the Notes into Common Stock, and (b) its
                                    ownership of Common Stock underlying the
                                    Sales Generation Warrants upon exercise of
                                    the Sales Generation Warrants) on a fully
                                    diluted basis, of in excess of 50% of the
                                    Common Stock, the Board of Directors of the
                                    Company will consist of a total of eleven
                                    directors, one of whom shall be designated
                                    by SCP II, six of whom shall be designated
                                    by Tecore, three of whom shall be
                                    independent directors, satisfactory to SCP
                                    II and Tecore, who shall be elected by the
                                    shareholders of the Company, and one of whom
                                    shall be the Company's CEO. The director
                                    elected by SCP II shall be entitled to be a
                                    member of all significant committees of the
                                    Board of Directors, including without
                                    limitation the Executive Committee, the
                                    Audit Committee, the Compensation Committee,
                                    and the Nominating Committee.

                                    Prior to Closing the Board of Directors of
                                    the Company (directly or through a
                                    committee) shall have designated the slate
                                    of directors to stand for election at the
                                    next meeting of stockholders, and such slate
                                    shall be acceptable to both of the
                                    Investors.

- --------------------------------------------------------------------------------
Registration Rights:                The Company shall file a shelf registration
                                    statement with respect to any shares of
                                    Common Stock into which the Notes may
                                    convert. Such registration statement will be
                                    filed not later than 30 days following the
                                    Closing. The Company shall use its best
                                    efforts to cause the effectiveness of such
                                    registration statement as soon as
                                    practicable (and in no event later than 120
                                    days after the Closing) and shall maintain
                                    the effectiveness of the registration
                                    statement for a period ending two years
                                    following the Closing.

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

                                      -4-

<PAGE>

- --------------------------------------------------------------------------------
Purchase Agreement:                 The definitive purchase agreement will be
                                    drafted by counsel to the Investors and will
                                    contain representations, warranties,
                                    covenants (including information and
                                    inspection rights) and indemnification
                                    provisions customary in such transactions
                                    and satisfactory to the Investors.

- --------------------------------------------------------------------------------
Covenants:                          The Board of Directors of the Company and
                                    the Investors shall consider in good faith
                                    and commence due diligence with respect to
                                    the advisability of merging Tecore and the
                                    Company (with the Company as the surviving
                                    corporation).

                                    The Board of Directors of the Company and
                                    the Investors shall consider alternative
                                    structures to the proposed financing which
                                    would enhance the preservation of the
                                    Company's net operating loss carryforward.

                                    The Company shall defer the payment of
                                    bonuses until such time as shall be approved
                                    by the Investors.

- --------------------------------------------------------------------------------
Conditions to Closing:              In addition to customary closing conditions,
                                    the Company shall satisfy the following
                                    conditions:

                                    1. The Company shall have obtained
                                    shareholder approval of the transaction, if
                                    required by the applicable rules of NASDAQ,
                                    and shall have otherwise complied with all
                                    applicable NASDAQ requirements.

                                    2. The holders of the Company's Series B
                                    Preferred Stock shall have converted their
                                    Series B Preferred Stock into Common Stock.

                                    3. The Company shall have made reasonably
                                    satisfactory progress in the development of
                                    the following products: (1) Adaptive Array;
                                    (2) Wildfire II; and (3) AirSite 5b.

- --------------------------------------------------------------------------------
Expenses:                           The Company will, promptly after any request
                                    therefore, reimburse the Investors for all
                                    reasonable legal fees and expenses related
                                    to the transaction incurred after December
                                    1, 2002, and up to $25,000 per Investor for
                                    financial consulting fees related to the
                                    transaction. At the Investors' option, such
                                    expenses may be deducted from the amount to
                                    be paid to the Company at the Closing.

- --------------------------------------------------------------------------------
Closing Date:                       Closing of the purchase and sale of the
                                    Notes must occur on or be-
- --------------------------------------------------------------------------------

                                      -5-

<PAGE>

- --------------------------------------------------------------------------------
                                   fore March 24, 2003, unless extended by the
                                   Investors.

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

         The parties hereby confirm that the Terms Sheet correctly sets forth
the terms and conditions of a proposed financing in the Company. The Terms Sheet
is not legally binding and is subject to negotiation and execution and delivery
of a definitive purchase agreement and related documents.

                        AIRNET COMMUNICATIONS CORPORATION


                        By: /s/ Glen A. Ehley (SEAL)
                            ------------------

                        TECORE, INC.


                        By: /s/ Jay Salkini  (SEAL)
                            -----------------
                        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. Brown
                                    ----------------------
                                Name: James W. Brown
                                Title: a Manager

                                       -6-

<PAGE>

                                1/27/03 11:40 AM

Proposed Transaction - Worksheet for Appendix A

Assumptions

Ttl Current Shares o/s (m)                                              33.71
See below*. Outstanding options largely excluded from the cap table.

Pre-Money Valuation (m)                                              $    5.0
See below. Does not include $1.5m paid to Series B investors.

Series B Cash Premium                                                $   0.50
Paid in cash to each holder except to SCP - paid in stock, all from
the post-money value

Series B Stock Premium                                                  100.0%
Additional Shares Implied                                                9.55

Implied Share Price                                                  $0.11558

Re-allocation to mgmt                                                    10.0%
Management will be re-upped to 10% ownership upon vesting of Tecore
Performance warrants

New Financing Cap Table Summary

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
                                          New Money     With Premniums Paid      With Tecore Perf. Warrants
                                                        Shares      % ownership    Shares       % ownership
- -------------------------------------------------------------------------------------------------------------
<S>                                       <C>           <C>         <C>          <C>            <C>
SCP (New)                                 $      8.00        69.22     31.1%        69.216127      23.1%
SCP Premium (for $500k)                                       4.33      1.9%         4.326008       1.4%
Tecore                                    $      8.00        69.22     31.1%        69.216127      23.1%
Tecore Premium (for orders on closing)                       14.13      6.4%        14.133122       4.7%
Tecore Performance Warrants                                                         69.391299      23.2%
                                          -------------------------------------------------------------------
Total                                     $      16.0       156.89     70.5%       226.282683      75.6%
- -------------------------------------------------------------------------------------------------------------
Current Shareholders                                         43.26     19.5%        43.259457      14.4%
New Management Shares                                        22.24     10.0%        29.949127      10.0%
- -------------------------------------------------------------------------------------------------------------
Total Capitalization                                        222.39    100.0%       299.491267     100.0%
- -------------------------------------------------------------------------------------------------------------
</TABLE>

Tecore's Performance Warrants may be increased if more than 300,000 of the
current options o/s are exercised.

<PAGE>

Cap Table

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Stockholders               Current o/s Pre Money Post Money at Closing  Post Money with Tecore
                              Shares   Ownership (With Premiums Paid)    Performance Warrants

                                                                      Options & % of CSEs Issued
- ------------------------------------------------------------------------------------------------
<S>                      <C>           <C>      <C>           <C>     <C>            <C>
New Financing (as
- -----------------
Converted)
- ---------
Tecore                                           83,349,249    37.5%    152,740,548   51.0%
SCP II                                           73,542,135    33.1%     73,542,135   24.6%
                                                -----------    ----     -----------   -----
Total Series C                                  156,891,384    70.5%    226,282,683   75.6%

Series B Preferred Stock
- ------------------------
SCP II                     3,184,713     9.4%     6,369,427     2.9%      6,369,427    2.1%
Mellon Ventures            3,184,713     9.4%     6,369,427     2.9%      6,369,427    2.1%
Tandem PCS                 3,184,713     9.4%     6,369,427     2.9%      6,369,427    2.1%
                         -----------    ----    -----------     ---     -----------   ----
Total Series B             9,554,140    28.3%    19,108,281     8.6%     19,108,281    6.4%
Comon Stock
- -----------
SCP II                           -
SCP I                      3,437,687    10.2%     3,437,687     1.5%      3,437,687    1.1%
CIP Capital                  169,799     0.5%       169,799     0.1%        169,799    0.1%
Mellon Ventures              478,315     1.4%       478,315     0.2%        478,315    0.2%
Tandem PCS                 2,145,465     6.4%     2,145,465     1.0%      2,145,465    0.7%
VFC Capital (Harris)       3,401,828    10.1%     3,401,828     1.5%      3,401,828    1.1%
Others                    14,218,083    42.2%    14,218,083     6.4%     14,218,083    4.7%
Options*                     300,000     0.9%       300,000     0.1%        300,000    0.1%
New Management Shares                            22,238,982    10.0%     29,949,127   10.0%
- ---------------------------------------------------------------------------------------------
Totals                    33,705,317     100%   222,389,824   100.0%    299,491,268  100.0%
- ---------------------------------------------------------------------------------------------

Total Mellon & Tandem      8,993,207    26.7%    15,362,634     6.9%     15,362,634    5.1%
Total SCP I & II           6,622,400    19.6%    83,349,249    37.5%     83,349,249   27.8%
- ---------------------------------------------------------------------------------------------
</TABLE>

* All options o/s have strike above $0.42. 300,000 options included as an
approximate stock equivalent of those options. It is assumed that all warrants
with anti-dilution rights will waive such rights.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.24
<SEQUENCE>8
<FILENAME>dex1024.txt
<DESCRIPTION>NOTICE OF ELECTION
<TEXT>
<PAGE>

                                                                   Exhibit 10.24

January 20, 2003

Via Facsimile

Mr. Stuart P. Dawley, Secretary
AirNet Communications Corporation
3950 Dow Road
Melbourne, Florida 32934

Re:  Conversion and Exchange of Series B Convertible Preferred Stock

Dear Mr. Dawley:

Pursuant to our letter to Mr. John Igoe dated January 20, 2003 and Section 6(a)
of the Series B Convertible Preferred Stock Certificate of Designation of AirNet
Communications Corporation (the "Company"), the undersigned, the holder of
certificate A B002 for 318,471.33 shares of Series B Convertible Preferred
Stock, $.01 par value ("Series B Preferred Stock"), of the Company, hereby
irrevocably elects to convert and exchange all such Series B Preferred Stock in
consideration of the Company's grant to SCP Private Equity Partners II, L.P.
("SCP") of a right to purchase a senior debt security and the issuance of
10,695,435 shares of the Company's common stock, $.001 par value ("Common
Stock"). Subject to the closing of the contemplated transaction, the Common
Stock Purchase Warrant dated May 15, 2001 for the purchase of up to 955,414
shares of AirNet Common Stock is hereby terminated.

We hereby request that the certificate or certificates for such shares be
issued, at the closing of a contemplated financing of the Company in the amount
of at least U.S.$16,000,000.00, in the name of SCP, whose address is 435 Devon
Park Drive, Wayne, Pennsylvania 19087, or such other person or persons in the
amount or amounts as we shall designate in writing to the Company.

Certificate A B002 is enclosed for cancellation.

Very truly yours,                              Accepted and Agreed:

SCP Private Equity Partners II, L.P.           AirNet Communications Corporation

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

By: SCP Private Equity II, LLC

 /s/ James W. Brown                            /s/ Stuart P. Dawley
- ------------------------------------------     ---------------------------------
Name: James W. Brown                           Name: Stuart P. Dawley
     -------------------------------------          ----------------------------
Title: a manager                               Title: V.P. & General Counsel
      ------------------------------------           ---------------------------
Enclosure

<PAGE>

January 20, 2003

Via Facsimile

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

Re:  AirNet Communications Corporation

Dear Mr. Igoe:

With reference to our letter to Mr. Dawley, Secretary of AirNet Communications
Corporation (the "Company"), dated January 20, 2003 providing notice of election
to convert and exchange 318,471.33 shares of the Company's Series B Convertible
Preferred Stock, $.01 par value, and the subsequent issuance of 10,695,435
shares of the Company's common stock, $.001 par value, (the "Conversion Letter")
to SCP Private Equity Partners II, L.P. or its designee or designees ("SCP"), we
understand that you shall hold such Conversion Letter and certificate A B002
enclosed therewith (together with the Conversion Letter, the "Escrowed
Documents") in escrow pursuant to the terms and conditions set forth in the
attached Escrow Agreement and deliver the Escrowed Documents to the Company at
the closing of a contemplated corporate financing of at least U.S.$16,000,000.00
by TECORE, Inc. and SCP, or affiliates thereof (the "Proposed Transaction"),
which shall include the grant of a right to purchase a senior secured debt
security to SCP.

If the Proposed Transaction has not closed by 5:00 p.m. EST, Wednesday, April
30, 2003, you are hereby instructed to immediately return the Escrowed Documents
to the undersigned.

Please signify your acceptance of, and agreement with, the foregoing by signing
below.

Very truly yours,                             Accepted and Agreed:

SCP Private Equity Partners II, L.P.          Edwards & Angell, LLP

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

By: SCP Private Equity II, LLC

 /s/ James W. Brown                            /s/ John G. Igoe, P.A.
- ------------------------------------------     ---------------------------------
Name: James W. Brown                           Name: John G. Igoe, P.A.
     -------------------------------------          ----------------------------
Title: a manager                               Title: Partner
      ------------------------------------           ---------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.25
<SEQUENCE>9
<FILENAME>dex1025.txt
<DESCRIPTION>NOTICE OF ELECTION
<TEXT>
<PAGE>

                                                                   Exhibit 10.25

January 20, 2003

Via Facsimile

Mr. Stuart P. Dawley, Secretary
AirNet Communications Corporation
3950 Dow Road
Melbourne, Florida 32934

Re:   Conversion and Exchange of Series B Convertible Preferred Stock

Dear Mr. Dawley:

Pursuant to our letter to Mr. John Igoe dated January 20, 2003 and Section 6(a)
of the Series B Convertible Preferred Stock Certificate of Designation of AirNet
Communications Corporation (the "Company"), the undersigned, the holder of
certificate A B001 for 318,471.33 shares of Series B Convertible Preferred
Stock, $.01 par value ("Series B Preferred Stock"), of the Company, hereby
irrevocably elects to convert and exchange all such Series B Preferred Stock in
consideration of payment by the Company to Mellon Ventures, L.P. ("Mellon") of
U.S. $500,000 and requests the issuance of 6,369,427 shares of the Company's
common stock, $.001 par value ("Common Stock"), and payment of the fair market
value of .3 share of Common Stock. Subject to the closing of the contemplated
transaction, the Common Stock Purchase Warrant dated May 15, 2001 for the
purchase of up to 955,414 shares of AirNet Common Stock is hereby terminated.

We hereby request that the certificate or certificates for such shares be
issued, at the closing of a contemplated financing of the Company in the amount
of at least U.S.$16,000,000.00, in the name of Mellon Ventures, L.P., whose
address is c/o Mellon Ventures, Inc., One Mellon Center, Suite 5210 Pittsburgh,
PA 15258, or such other person or persons in the amount or amounts as we shall
designate in writing to the Company.

Certificate A B001 is enclosed for cancellation.

Very truly yours,                              Accepted and Agreed:

Mellon Ventures, L.P.                          AirNet Communications Corporation

By: MVMA, LP, its General Partner

By: MVMA, Inc., its General Partner

/s/ Paul D. Cohn                               /s/ Stuart P. Dawley
- -------------------------------------          ---------------------------------
Name: Paul D. Cohn                             Name: Stuart P. Dawley
     --------------------------------               ----------------------------
Title: Partner                                 Title: V.P. & General Counsel
      -------------------------------                ---------------------------

Enclosure

<PAGE>

January 20, 2003

Via Facsimile

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

Re:   AirNet Communications Corporation

Dear Mr. Igoe:

With reference to our letter to Mr. Dawley, Secretary of AirNet Communications
Corporation (the "Company"), dated January 20, 2003 providing notice of election
to convert and exchange 318,471.33 shares of the Company's Series B Convertible
Preferred Stock, $.01 par value, and the subsequent issuance of 6,369,427 shares
of the Company's common stock, $.001 par value, (the "Conversion Letter") to
Mellon Ventures, L.P. or its designee or designees ("Mellon"), we understand
that you shall hold such Conversion Letter and certificate A B001 enclosed
therewith (together with the Conversion Letter, the "Escrowed Documents") in
escrow pursuant to the terms and conditions set forth in the attached Escrow
Agreement and deliver the Escrowed Documents to the Company at the closing of a
contemplated corporate financing of at least U.S.$16,000,000.00 by TECORE, Inc.
and SCP Private Equity Partners II, L.P., or affiliates thereof (the "Proposed
Transaction").

If the Proposed Transaction has not closed by 5:00 p.m. EST, Wednesday, April
30, 2003, you are hereby instructed to immediately return the Escrowed Documents
to the undersigned.

Please signify your acceptance of, and agreement with, the foregoing by signing
below.

Very truly yours,                                    Accepted and Agreed:

Mellon Ventures, L.P.                                Edwards & Angell, LLP

By: MVMA, LP, its General Partner

By: MVMA, Inc., its General Partner

/s/ Paul D. Cohn                               /s/ John G. Igoe, P.A.
- -------------------------------------          ---------------------------------
Name: Paul D. Cohn                             Name: John G. Igoe, P.A.
     --------------------------------               ----------------------------
Title: Partner                                 Title: Partner
      -------------------------------                ---------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.26
<SEQUENCE>10
<FILENAME>dex1026.txt
<DESCRIPTION>NOTICE OF ELECTION
<TEXT>
<PAGE>

                                                                   Exhibit 10.26

January 20, 2003

Via Facsimile

Mr. Stuart P. Dawley, Secretary
AirNet Communications Corporation
3950 Dow Road
Melbourne, Florida 32934

Re:   Conversion and Exchange of Series B Convertible Preferred Stock

Dear Mr. Dawley:

Pursuant to our letter to Mr. John Igoe dated January 20, 2003 and Section 6(a)
of the Series B Convertible Preferred Stock Certificate of Designation of AirNet
Communications Corporation (the "Company"), the undersigned, the holder of
certificate A B003 for 318,471.33 shares of Series B Convertible Preferred
Stock, $.01 par value ("Series B Preferred Stock"), of the Company, hereby
irrevocably elects to convert and exchange all such Series B Preferred Stock in
consideration of payment by the Company to Tandem PCS Investments, L.P.
("Tandem") of U.S. $500,000 and requests the issuance of 6,369,427 shares of the
Company's common stock, $.001 par value ("Common Stock"). Subject to the closing
of the contemplated transaction, the Common Stock Purchase Warrant dated May 15,
2001 for the purchase of up to 955,414 shares of AirNet Common Stock is hereby
terminated.

We hereby request that the certificate or certificates for such shares be
issued, at the closing of a contemplated financing of the Company in the amount
of at least U.S.$16,000,000.00, in the name of Tandem, whose address is c/o CDP
Capital Communications, Place Mercantile, 2001 Avenue McGill College, Montreal,
Quebec, H3A 1G1, Canada, or such other person or persons in the amount or
amounts as we shall designate in writing to the Company.

Certificate A B003 is enclosed for cancellation.

Very truly yours,                          Accepted and Agreed:

Tandem PCS Investments, L.P.               AirNet Communications Corporation

by Life Cycles Holding Co., GP

/s/ Sebastian Rheaume    /s/ M. Fafard      /s/ Stuart P. Dawley
- --------------------------------------      ----------------------------------
Name:_________________________________      Name: Stuart P. Dawley
                                                 -----------------------------
Title:________________________________      Title: V.P. & General Partner
                                                  ----------------------------

Enclosure

<PAGE>

January 20, 2003

Via Facsimile

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

Re: AirNet Communications Corporation

Dear Mr. Igoe:

With reference to i) our letter to Mr. Dawley, Secretary of AirNet
Communications Corporation (the "Company") dated January 20, 2003 providing
notice of election to convert and exchange 318,471.33 shares of the Company's
Series B Convertible Preferred Stock, $.01 par value, and the subsequent
issuance of 6,369,427 shares of the Company's common stock, $.001 par value,
(the "Conversion Letter") to Tandem PCS Investments, L.P. or its designee or
designees ("Tandem") and ii) the execution of a General Release by Tandem in
favor of the Company dated January 20, 2003 (the "General Release"), we
understand that you shall hold such Conversion Letter, certificate A B001
enclosed therewith and the General Release (collectively, the "Escrowed
Documents") in escrow pursuant to the terms and conditions set forth in the
attached Escrow Agreement and deliver the Escrowed Documents to the Company at
the closing of a contemplated corporate financing of at least U.S.$16,000,000.00
by TECORE, Inc. and SCP Private Equity Partners II, L.P., or affiliates thereof
(the "Proposed Transaction").

If the Proposed Transaction has not closed by 5:00 p.m. EST, Wednesday, April
30, 2003, you are hereby instructed to immediately return the Escrowed Documents
to the undersigned.

Please signify your acceptance of, and agreement with, the foregoing by signing
below.

Very truly yours,                          Accepted and Agreed:

Tandem PCS Investments, L.P.               Edwards & Angell, LLP

by Life Cycles Holding Co., GP

/s/ Sebastian Rheaume    /s/ M. Fafard     /s/ John G. Igoe, P.A.
- --------------------------------------     ----------------------------------
Name:_________________________________     Name: John G. Igoe P.A.
                                                -----------------------------
Title:________________________________     Title: Partner
                                                 ----------------------------

<PAGE>

                                 General Release

Tandem PCS Investments, L.P. does hereby, for itself and its predecessors,
Affiliates (as defined below), successors and assigns (collectively referred to
herein as "Tandem"), for and in consideration of the sum of Five Hundred
Thousand U.S. Dollars (U.S. $500,000.00) and other good and valuable
consideration, receipt of which is hereby acknowledged by Tandem, releases,
acquits, and forever discharges AirNet Communications Corporation and its
owners, trustees, agents, servants, directors, officers, employees, assigns,
receivers, successors, members, shareholders, insurers, counsel, any subsidiary
division, affiliate or corporation owned in whole or in part, or agency of said
company or entity and/or their heirs, executors and administrators, as and if
applicable (collectively referred to herein as "AirNet"), of and from all debts,
claims, demands, causes of action, obligations, attorneys' fees, costs, rights
to payment, right of indemnity or subrogation, suits, dues, sums of money,
accounts, reckonings, covenants, contracts, controversies, agreements, promises
and all damages and liabilities of any kind or nature whatsoever at law, in
equity or otherwise, known or unknown, suspected or unsuspected, which Tandem in
any capacity ever had, could have had, now has or may in the future have for or
by reason of any matter, cause or thing whatsoever from the beginning of the
world to the date of this General Release including, but not limited to, all
claims raised or which could have been raised in connection with Tandem's
investment in AirNet.

As used above, "Affiliates" of any person, entity or party means any and all
corporations, proprietorships, partnerships and business entities which,
directly or indirectly or in whole or in part, own or control, are under common
ownership or control with, or are owned or controlled by, such person, entity or
party, as well as the individual officers, directors, partners, shareholders,
employees, representatives, agents, heirs, assigns, trustees, co-venturers and
liquidators of such party and all such Affiliates.

Tandem covenants, represents and warrants to AirNet that it has not transferred
or assigned, or purported to transfer or assign any of the claims or rights
affected or released herein and that Tandem is the sole and exclusive owner of
their respective claims and/or rights affected or released herein.

Tandem represents that this General Release is a legal, valid and binding
agreement of Tandem, and that it is enforceable by AirNet against Tandem, (and
it's respective successors and assigns in interest), in accordance with its
respective terms.

This General Release may not be modified orally, but only by a written amendment
or supplement specifically referring to this General Release, which shall have
been executed by AirNet and Tandem. This release shall be governed by the laws
of the State of Florida.

    (Rest of Page is Intentionally Blank - Signature and Notary on Next Page)

<PAGE>

IN WITNESS WHEREOF, Tandem has caused the Agreement to be duly executed on
January 20, 2003.

                                  TANDEM PCS INVESTMENTS, L.P.


                                  By: Life Cycles Holding Co., GP
                                      ------------------------------------------
                                      /s/ Sebastian Rheaume
                                      /s/ M. Fafard

STATE OF ______________________
COUNTY OF _____________________


             The foregoing instrument was acknowledged before me this _________
day of _________________, 2003 by _________________, ________________ of Tandem
PCS Investments, L.P.

                                                  ______________________________
                                                  (Notary Signature and Seal)

                                                  ______________________________
                                                  (Print Name of Notary)

Personally known to me [ ] or produced identification [ ]
Type of identification produced: ______________________________

                                      -2-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.27
<SEQUENCE>11
<FILENAME>dex1027.txt
<DESCRIPTION>ESCROW AGREEMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.27

                                ESCROW AGREEMENT

     This Escrow Agreement (this "Agreement") is entered into on January 20,
2003, by and among AirNet Communications Corporation, a Delaware corporation
(the "Company"), Tandem PCS Investments, L.P., a limited partnership ("Tandem"),
SCP Private Equity Partners II, L.P., a limited partnership ("SCP)"), and Mellon
Ventures, L.P., a limited partnership ("Mellon" and collectively with Tandem and
SCP, the "Holders" and individually, a "Holder"), and Edwards & Angell, LLP, as
escrow agent (the "Escrow Agent").

                                    RECITALS

A.   Pursuant to Section 6(a) of the Series B Convertible Preferred Stock
Certificate of Designation of the Company, each Holder has provided to the
Company notice, in a letter dated as of the date hereof addressed to the Company
(collectively, the "Notices"), of its election to convert the 318,471.33 shares
of Series B Convertible Preferred Stock, $.01 par value (the "Shares"), of the
Company that it holds into a certain number of shares of the Company's common
stock, $.001 par value. Each Notice encloses the stock certificate representing
the Shares (collectively, the "Certificates").

B.   Each Holder has provided a letter (the "Escrow Letter") to the Escrow
Agent, dated as of the date hereof, notifying the Escrow Agent of its intention
to deposit its Notice and Certificate into escrow.

C.   In connection with its Notice, Tandem has executed a General Release in
favor of the Company dated as of the date hereof (the "Release"). The letter
that Tandem has delivered to the Escrow Agent provides that Tandem intends to
deposit the Release into escrow together with its Notice and Certificate.

D.   The Company and the Holders have agreed that the Notices, Certificates and
the Release will be deposited in accordance with the terms of this Agreement.

                                    AGREEMENT

     In consideration of the premises and the mutual agreements and covenants
herein contained and in order to carry out the escrow arrangement contemplated
by the Escrow Letter, the parties hereby agree as follows:

1.   Establishment of Escrow. Immediately following execution of this Agreement
by the parties hereto, each Holder shall deliver its Notice and Certificate and,
in the case of Tandem, the Release (collectively, the "Escrowed Documents") to
the Escrow Agent, and the Escrow Agent shall provide written confirmation of
receipt of the Escrowed Documents to the Company.

<PAGE>

2.   Release of Escrowed Documents. The Escrowed Documents shall remain in
escrow until the earlier to occur of (a) receipt by the Escrow Agent of written
notice signed by the Company and each Holder of the closing of a contemplated
corporate financing of at least U.S. $16,000,000.00 by TECORE, Inc. and SCP, or
affiliates thereof; or (b) 5:00 p.m. EST, Wednesday, April 30, 2003 (the "Escrow
Period").

3.   Return of Escrowed Documents. If the Escrow Agent does not receive a
written notice from the Company and the Holders during the Escrow Period in
accordance with Section 2(a) hereof, the Escrow Agent shall promptly after the
end of the Escrow Period immediately return the Escrowed Documents to the
respective Holders.

4.   Further Instructions. If the Escrow Agent shall be uncertain as to its
duties or rights hereunder, shall receive any notice, advice, direction or other
document from any party with respect to the Escrowed Documents hereunder that,
in its opinion, is in conflict with any of the provisions of this Escrow
Agreement, or should be advised that a dispute has arisen with respect to the
ownership or right of possession of the Escrowed Documents or any part thereof
(or as to the delivery, non-delivery or content of any notice, advice, direction
or other document), then the Escrow Agent shall not deliver the Escrowed
Documents (or any part thereof) to the Company or any Holder or to take any
action unless and until required to do so in: (a) a written notice signed by the
Company and each Holder; or (b) a final order of a court of competent
jurisdiction arising out of a dispute between the parties hereto with respect to
the Escrowed Documents. The Escrow Agent shall also have the right to institute
an interpleader action or proceeding in any court of competent jurisdiction
located in Brevard County, Florida to determine the rights of the parties
hereto.

5.   Counsel to the Company. Each Holder recognizes and acknowledges that the
Escrow Agent is counsel for the Company and that the Escrow Agent has agreed to
serve as Escrow Agent only as a convenience to the parties hereto. The parties
agree that the Escrow Agent may continue to represent the Company in this and
any other transaction or matter including, without limitation, representation in
disputes between the Company and any Holder, disputes concerning the Escrowed
Documents and disputes concerning the Escrow Agent's responsibilities hereunder.

6.   General Terms and Standards Regarding the Escrow Agent.

     Notwithstanding any terms of this Agreement to the contrary, each term of
this Agreement, including without limitation each of the stated duties and
responsibilities of the Escrow Agent set forth herein, shall be subject to the
following terms and conditions:

     (a)  The duties, responsibilities and obligations of the Escrow Agent shall
be limited to those expressly set forth in this Agreement, and no implied
duties, responsibilities or obligations shall be read into this Agreement
against the Escrow Agent. Without limiting the generality of the foregoing, the
Escrow Agent shall have no duty to take action to preserve or exercise rights in
any property held by it hereunder (including, without limitation, against prior
parties or otherwise).

                                      -2-

<PAGE>

     (b) The Escrow Agent shall not be subject to, bound by, charged with notice
of or be required to comply with or interpret any agreement or document other
than this Agreement.

     (c) The Escrow Agent shall in no instance be under any duty to give any
property held by it hereunder any greater degree of care than it gives its own
similar property. The Escrow Agent shall not invest any funds held. In no event
shall the Escrow Agent have any obligation to advance funds.

     (d) The Escrow Agent may rely upon, and shall be protected in acting or
refraining from acting upon, any written notice, instruction, statement,
request, waiver, order, judgment, certification, consent, receipt or other paper
or document furnished to it (not only as to genuineness, but also as to its due
execution and validity, the genuineness of signatures appearing thereon and as
to the truth and accuracy of any information therein contained), which it in
good faith believes to be genuine and signed or presented by the proper person.

     (e) Neither the Escrow Agent nor any of its partners or employees shall be
liable to anyone for any error of judgment, or for any act done or step taken or
omitted to be taken by it or any of its partners or employees, or for any
mistake of fact or law, or for anything which it, or any of its partners or
employees, may do or refrain from doing in connection with or in the
administration of this Agreement, unless and except to the extent the same
constitutes gross negligence or willful misconduct on the part of the Escrow
Agent. In no event shall the Escrow Agent be liable for any indirect,
incidental, punitive, special or consequential damages (as of the date of the
action or omission giving rise to liability).

     (f) The Escrow Agent may consult with, and obtain advice from, legal
counsel (including, without limitation, attorneys of the law firm of Edwards &
Angell, LLP) with respect to any question as to any of the provisions hereof or
its duties hereunder, or any matter relating hereto, and the opinion of such
counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by the Escrow Agent in good faith in
accordance with the opinion and directions of such counsel.

     (g) The Escrow Agent shall not be deemed to have notice of any fact, claim
or demand with respect hereto unless actually known by an officer charged with
responsibility for administering this Agreement or unless in writing received by
the Escrow Agent pursuant to Section 9 hereof.

     (h) No provision of this Agreement shall require the Escrow Agent to expend
or risk its own funds, or to take any legal or other action hereunder which
might in its judgment involve it in, or require it to incur in connection with
the performance of its duties hereunder, any expense or any financial liability
unless it shall be furnished with indemnification acceptable to it.

     (i) Any permissive right of the Escrow Agent to take any action hereunder
shall not be construed as duty.

                                      -3-

<PAGE>

     (j) All indemnifications contained in this Agreement shall survive the
resignation or removal of the Escrow Agent, and shall survive the termination of
this Agreement.

     (k) The Escrow Agent is not responsible for the recitals appearing in this
Agreement. The recitals shall be deemed to be statements of the Company and the
Holders.

     (l) The Escrow Agent has no responsibility for the sufficiency of this
Agreement for any purpose.

     (m) Nothing in this Agreement shall obligate the Escrow Agent to qualify to
do business or act in any jurisdiction in which it is not presently qualified to
do business, or be deemed to impose upon the Escrow Agent the duties of a
trustee. The duties of the Escrow Agent under this Agreement are strictly
ministerial in nature.

     (n) In no event shall the Escrow Agent have any liability for any failure
or inability of the Company to perform or observe its duties under this
Agreement, or by reason of a breach of this Agreement by the Company. In no
event shall the Escrow Agent be obligated to take any action against the Company
to compel performance hereunder.

     (o) The Escrow Agent shall in no instance be obligated to commence,
prosecute or defend any legal proceedings in connection herewith. The Escrow
Agent shall be authorized and entitled, however, in any instance to commence,
prosecute or defend any legal proceedings in connection herewith, including
without limitation any proceeding it may deem necessary to resolve any matter or
dispute or to obtain a necessary declaration of rights.

     (p) Whenever the terms hereof call for any notice or other action on a day
that is not a business day, such notice may be given or such action may be
taken, as the case may be, on the next succeeding business day. As used herein,
"business day" shall mean any day other than a Saturday or Sunday, or any other
day on which the Escrow Agent is closed for business.

     (q) The Escrow Agent shall be reimbursed equally by the parties hereto upon
request for all expenses, disbursements and advances, including reasonable fees
of outside counsel and of all persons not regularly in its employ, if any,
incurred or made by it in connection with the carrying out of its duties under
this Agreement and in connection with any dispute regarding the performance of
its duties hereunder. Notwithstanding the foregoing, the Escrow Agent shall not
impose any fees or other charges on the other parties to this Agreement in
consideration of (i) establishment of the escrow, (ii) deposit of the Escrowed
Documents into escrow or (iii) release of the Escrowed Documents from escrow in
accordance with Sections 1, 2 and 3 hereof.

     (r) The Escrow Agent makes no representation as to the validity, value,
genuineness or collectability of any security or other document or instrument
held by or delivered to it.

     (s) The Escrow Agent shall not be called upon to advise any party as to the
wisdom in selling or retaining, or taking or refraining from taking any action
with respect to any securities or other property deposited hereunder.

                                      -4-

<PAGE>

     (t) If at any time the Escrow Agent is served with any judicial or
administrative order, judgment, decree, writ or other form of judicial
administrative process which in any way relates to or affects the Escrowed
Documents, the Escrow Agent is authorized to comply therewith in any manner as
it or its legal counsel deems appropriate; and if the Escrow Agent complies with
any such judicial or administrative order, judgment, decree, writ or other form
of judicial or administrative process, the Escrow Agent shall not be liable to
any of the parties hereto or to any other person or entity notwithstanding that
though such order, judgment, decree, writ or process may be subsequently
modified, annulled, set aside, vacated, found to have been without proper
jurisdiction, or otherwise determined to have been without legal force or
effect.

7.   Indemnification. Each of the Company and each Holder, jointly and
severally, hereby covenants and agrees to indemnify the Escrow Agent for, and to
defend and hold harmless the Escrow Agent from and against, any and every loss,
liability, damage, claim, cost and expense of any nature incurred or suffered by
the Escrow Agent and arising out of or in connection with this Agreement or the
administration of this Agreement or the performance or observance by the Escrow
Agent of its responsibilities or services under this Agreement (including but
not limited to attorneys' fees and other costs and expenses of defending or
preparing to defend against any claim or liability), unless and except to the
extent such loss, liability, damage, cost or expense shall be caused by the
Escrow Agent's own willful misconduct or gross negligence.

8.   Consent to Jurisdiction and Service. The Company and each Holder absolutely
and irrevocably consent and submit to the jurisdiction of the courts of the
State of Delaware and of any Federal court located in Delaware in connection
with any actions or proceedings brought against it arising out of or relating to
this Agreement. In any such action or proceeding, each of the Company and each
Holder hereby absolutely and irrevocably waives personal service of any summons,
complaint, declaration or other process and hereby absolutely and irrevocably
agrees that the service thereof may be made by certified or registered
first-class mail directed to the Company or any Holder, as applicable at its
address in accordance with Section 9 hereof.

9.   Notices. Any notice permitted or required hereunder shall be deemed to have
been duly given if delivered personally, or if telecopied to the parties at
their telecopier number set forth below (with receipt confirmed by telephone) or
if mailed certified or registered mail, postage prepaid, to the parties at their
address set forth below or to such other address as they may hereafter
designate:

If to the Company:         AirNet Communications Corporation
                           3950 Dow Road
                           Melbourne, Florida 32934
                           Attention: Stuart P. Dawley
                           Fax No.: (321) 676-9914

With a copy to:            Edwards & Angell, LLP
                           One North Clematis Street, Suite 400
                           West Palm Beach, Florida 33401

                                      -5-

<PAGE>

                           Attention: John G. Igoe, P.A.
                           Fax No.: (561) 655-8719

If to Tandem:              Tandem PCS Investments, L.P.
                           c/o CDP Capital Communications
                           Place Mercantile
                           2001 Avenue McGill College
                           Montreal, Quebec H3A 1G1
                           Canada
                           Attention:  Sebastian Rheaume
                           Fax No: (514) ____ -_____

If to SCP:                 SCP Private Equity Partners II, L.P.
                           c/o SCP Private Equity Partners, L.P.
                           Building 300
                           435 Devon Park Drive
                           Wayne, PA 19087-1945
                           Attention: James W. Brown
                           Fax No.: (610) 975-9546

With a copy to:            Saul Ewing LLP
                           1200 Liberty Ridge Drive
                           Wayne, PA 19087
                           Attention: Spencer W. Franck, Jr.
                           Fax No.: (610) 408-4405

If to Mellon:              Mellon Ventures, L.P.
                           c/o Mellon Ventures, Inc.
                           One Mellon Bank Center
                           Suite 5210
                           Pittsburgh, PA 15258-0001
                           Attention: Paul Cohn
                           Fax No.: (412) 236-3593

If to the Escrow Agent:    Edwards & Angell, LLP
                           One North Clematis Street, Suite 400
                           West Palm Beach, Florida 33401
                           Attention: John G. Igoe
                           Fax No: (561) 655-8719

10.  Binding Effect. This Agreement shall be binding and inure to the benefit of
the respective parties hereby and their respective heirs, executors, successors
and permitted assigns.

11.  Modifications. This Agreement (including any attachments) constitutes the
entire agreement between the Company, the Holders and the Escrow Agent regarding
its terms. This

                                      -6-

<PAGE>

Agreement may not be altered or modified without the express written consent of
the parties hereto. No course of conduct shall constitute a waiver of any of the
terms and conditions of this Agreement, unless such waiver is specified in
writing, and then only to the extent so specified. A waiver of any of the terms
and conditions of this Agreement on one occasion shall not constitute a waiver
of the other terms of this Agreement, or of such terms and conditions on any
other occasion.

12.  Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE
LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO ITS CONFLICTS OF LAW RULES).

13.  Severability. If any term hereof is determined to be invalid or
unenforceable, such determination shall not affect the remaining terms.

14.  Headings. The headings set forth in this Agreement appear for convenience
only and shall not affect the interpretation of this Agreement.

15.  Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which shall constitute one
and the same instrument.

16.  Assignment. No party may assign its rights or entitlements under this
Agreement without the express written consent of the other parties.

17.  Tax Consequences. This Agreement and the transactions contemplated in
connection herewith are intended to represent a "recapitalization" within the
meaning of Section 368(a)(1)(C) of the Internal Revenue Code of 1986, as
amended. The parties agree that they will report the transaction accordingly.





                        [Signatures Appear on Next Page.]

                                      -7-

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as a document under seal by their duly authorized officers as of the
day and year first above written.

                                     AIRNET COMMUNICATIONS CORPORATION


                                     By:    /s/ Glenn A. Ehley
                                            ------------------------------------
                                            Glenn A. Ehley, President and CEO


                                     TANDEM PCS INVESTMENTS, L.P.


                                     By:    Life Cycles Holding Co. GP
                                            ------------------------------------
                                     Name:  /s/ Sebastian Rheaume
                                            ------------------------------------
                                     Title: ____________________________________


                                     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. Brown
                                            ------------------------------------
                                     Name:  James W. Brown
                                            ------------------------------------
                                     Title: a manager
                                            ------------------------------------


                                     MELLON VENTURES, L.P.


                                     By: MVMA, LP, its General Partner
                                     By: MVMA, Inc., its General Partner


                                     By:    /s/ Paul D. Cohn
                                            ------------------------------------
                                     Name:  Paul D. Cohn
                                            ------------------------------------
                                     Title: Partner
                                            ------------------------------------


                                     EDWARDS & ANGELL, LLP


                                     By:    /s/ John G. Igoe, P.A.
                                            ------------------------------------
                                     Name:  John G. Igoe, P.A., Partner
                                            -------------------

                                      -8-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.28
<SEQUENCE>12
<FILENAME>dex1028.txt
<DESCRIPTION>COLLATERAL AGREEMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.28

                     TECHNOLOGY COLLATERAL ESCROW AGREEMENT

                                 Account Number

This agreement ("Agreement") is effective January 24, 2003 among DSI Technology
Escrow Services, Inc. ("DSI"), AirNet Communications Corporation ("Depositor")
and TECORE, Inc. ("TECORE") and SCP Private Equity Partners, II, LP ("SCP II")
(TECORE and SCP II are referred to collectively as the "Beneficiaries" and
individually as a "Beneficiary"), all of whom may collectively may be referred
to in this Agreement as the "Parties".

A. One or about the date hereof, Depositor and Beneficiaries have entered or
will enter into a Bridge Loan Agreement, Bridge Promissory Note, Security
Agreement and/or other agreement(s) (collectively referred to in this Agreement
as "the Collateral Agreement") regarding certain proprietary technology of
Depositor.

B. Depositor desires to avoid disclosure of its proprietary technology except
under certain limited circumstances.

C. The availability of the collateral, the proprietary technology of Depositor,
is critical to Beneficiaries in the conduct of their respective businesses and
in the performance of the Collateral Agreement. Therefore, Beneficiaries need
access to the proprietary technology under certain limited circumstances.

D. Depositor and Beneficiaries desire to establish an escrow with DSI to provide
for the retention, administration and controlled access of the proprietary
technology materials of Depositor.

E. The parties desire this Agreement to be supplementary to the Collateral
Agreement pursuant to 11 United States [Bankruptcy] Code, Section 365(n).

ARTICLE 1  --  DEPOSITS

1.1 Obligation to Make Deposit. Depositor shall deliver to DSI the proprietary
technology and other materials identified on Exhibit A (collectively, "Deposit
Materials"), which is to be prepared and signed by Depositor and each
Beneficiary, as follows: (a) Depositor shall deliver each of the items described
in Section 1(a) of Exhibit A no later than five (5) business days after the date
of this Agreement; and (b) Depositor shall deliver each of the items described
in Sections 1(b) through Section 1(f) of Exhibit A no later than fourteen (14)
days after the date of this Agreement. DSI shall have no obligation with respect
to the preparation, signing or delivery of Exhibit A.

1.2 Identification of Tangible Media. Prior to the delivery of the Deposit
Materials to DSI, Depositor shall conspicuously label for identification each
document, magnetic tape, disk, or other tangible media upon which the Deposit
Materials are written or stored. Additionally, Depositor shall complete one copy
of Exhibit B to this Agreement per deposit by listing each such tangible media
by the item label description, the type of media and the quantity. Each copy of
Exhibit B must be signed by Depositor and delivered to DSI with the Deposit
Materials. Unless and until

Page 1

<PAGE>

Depositor makes the initial deposit with DSI, DSI shall have no obligation with
respect to this Agreement, except the obligation to notify the parties regarding
the status of the deposit account as required in Section 2.2 below.

1.3  Deposit Inspection. When DSI receives the Deposit Materials and the Exhibit
B, DSI will conduct a deposit inspection by visually matching the labeling of
the tangible media containing the Deposit Materials to the item descriptions and
quantity listed on the Exhibit B. In addition to the deposit inspection, either
Beneficiary may elect to cause a verification of the Deposit Materials in
accordance with Section 1.6(b) below.

1.4  Acceptance of Deposit. At completion of the deposit inspection, if DSI
determines that the labeling of the tangible media matches the item descriptions
and quantity on Exhibit B, DSI will date and sign the Exhibit B and mail a copy
thereof to Depositor and each Beneficiary. If DSI determines that the labeling
does not match the item descriptions or quantity on the Exhibit B, DSI will (a)
note the discrepancies in writing on the Exhibit B; (b) date and sign the
Exhibit B with the exceptions noted; and (c) mail a copy of the Exhibit B to
Depositor and each Beneficiary. DSI's acceptance of the deposit occurs upon the
signing of the Exhibit B by DSI. Delivery of the signed Exhibit B to each
Beneficiary is such Beneficiary's notice that the Deposit Materials have been
received and accepted by DSI.

1.5  Depositor's Representations. Depositor represents as follows:

     a.   Depositor lawfully possesses all of the Deposit Materials deposited
          with DSI;

     b.   With respect to all of the Deposit Materials, Depositor has the right
          and authority to grant to DSI and Beneficiaries the rights as provided
          in this Agreement;

     c.   The Deposit Materials are subject only to the lien or other
          encumbrance specified in the Collateral Agreement;

     d.   The Deposit Materials consist of the proprietary technology and other
          materials identified either in the Collateral Agreement or Exhibit A,
          as the case may be; and

     e.   The Deposit Materials are readable and useable in their current form
          or, if any portion of the Deposit Materials is encrypted, the
          decryption tools and decryption keys have also been deposited.

1.6  Verification.

     a. DSI shall perform a Level I verification of the Deposit Materials upon
the initial deposit and for each update, meaning that DSI will cause a
technically qualified DSI employee to evaluate the initial Deposit Materials and
each update in order to ensure that all necessary information to run software
code has been included in the Deposit Materials. Without limiting the generality
of the foregoing, this means that DSI will identify: (i) the hardware and
software configurations reasonably necessary to maintain the Deposit Materials;
(b) the hardware and software configurations reasonably necessary to compile the
Deposit Materials; and (c) the compilation instructions. DSI will then prepare
and deliver to Depositor and each of the Beneficiaries a report describing the
information so identified, plus media functionality and virus

Page 2

<PAGE>

scanning results, program content confirmation, identification of third-party
libraries, potential obstructions, and recommendations for ensuring a complete
deposit. It shall be the responsibility of the Depositor, and not DSI, to ensure
that the Deposit Materials contain the information so identified in DSI's
report, as well as any other information that may be required in the Collateral
Agreement.

     b. In addition to the Level I verifications which are required by Section
1.6(a), each of the Beneficiaries shall have the right, at such Beneficiary's
expense, to cause higher level verifications of any Deposit Materials. Each
requesting Beneficiary shall notify Depositor and DSI of such Beneficiary's
request for verification. Depositor shall have the right to be present at the
verification. A verification determines, in different levels of detail, the
accuracy, completeness, sufficiency and quality of the Deposit Materials. If a
verification is elected after the Deposit Materials have been delivered to DSI,
then only DSI, or at DSI's election an independent person or company selected
and supervised by DSI, may perform the verification.

1.7  Deposit Updates. Unless otherwise provided by the Collateral Agreement,
Depositor shall update the Deposit Materials within 60 days of each release or
development of a new version of the product or technology which is subject to
the Collateral Agreement. Such updates will be added to the existing deposit.
All deposit updates shall be listed on a new Exhibit B and the new Exhibit B
shall be signed by Depositor. Each Exhibit B will be held and maintained
separately within the escrow account. An independent record will be created
which will document the activity for each Exhibit B. The processing of all
deposit updates shall be in accordance with Sections 1.2 through 1.6 above. All
references in this Agreement to the Deposit Materials shall include the initial
Deposit Materials and any updates.

1.8  Removal of Deposit Materials. The Deposit Materials may be removed and/or
exchanged only on written instructions signed by Depositor and each Beneficiary,
or as otherwise provided in this Agreement.

ARTICLE 2  -- CONFIDENTIALITY AND RECORD KEEPING

2.1  Confidentiality. DSI shall maintain the Deposit Materials in a secure,
environmentally safe, locked facility which is accessible only to authorized
representatives of DSI. DSI shall have the obligation to reasonably protect the
confidentiality of the Deposit Materials. Except as provided in this Agreement,
DSI shall not disclose, transfer, make available, or use the Deposit Materials.
DSI shall not disclose the content of this Agreement to any third party. If DSI
receives a subpoena or other order of a court or other judicial tribunal
pertaining to the disclosure or release of the Deposit Materials, DSI will
immediately notify the parties to this Agreement unless prohibited by law. It
shall be the responsibility of Depositor and/or Beneficiaries to challenge any
such order; provided, however, that DSI does not waive its rights to present its
position with respect to any such order. DSI will not be required to disobey any
court or other judicial tribunal order. (See Section 7.5 below for notices of
requested orders.)

2.2  Status Reports. DSI will issue to Depositor and each Beneficiary a report
profiling the account history at least semi-annually. DSI may provide copies of
the account history pertaining to this Agreement upon the request of any party
to this Agreement.

Page 3

<PAGE>

2.3  Audit Rights. During the term of this Agreement, Depositor and each
Beneficiary shall each have the right to inspect the written records of DSI
pertaining to this Agreement. Any inspection shall be held during normal
business hours and following reasonable prior notice.

ARTICLE 3  --  GRANT OF RIGHTS TO DSI

3.1  Title to Media. Depositor hereby transfers to DSI the title to the media
upon which the proprietary technology and materials are written or stored.
However, this transfer does not include the ownership of the proprietary
technology and materials contained on the media such as any copyright, trade
secret, patent or other intellectual property rights.

3.2  Right to Make Copies. DSI shall have the right to make copies of the
Deposit Materials as reasonably necessary to perform this Agreement. DSI shall
copy all copyright, nondisclosure, and other proprietary notices and titles
contained on the Deposit Materials onto any copies made by DSI. With all Deposit
Materials submitted to DSI, Depositor shall provide any and all instructions as
may be necessary to duplicate the Deposit Materials including but not limited to
the hardware and/or software needed.

3.3  Right to Transfer Upon Release. Depositor hereby grants to DSI the right to
transfer the Deposit Materials to both Beneficiaries upon any release of the
Deposit Materials for use by each Beneficiary in accordance with Section 4.3.
Except upon such a release or as otherwise provided in this Agreement, DSI shall
not transfer the Deposit Materials.

ARTICLE 4  -- RELEASE OF DEPOSIT

4.1  Release Conditions. As used in this Agreement, "Release Condition" shall
mean the following:

     a.   The occurrence of an Event of Default; or

     b.   Depositor's failure to continue to do business in the ordinary course.

4.2  Release. If either Beneficiary believes in good faith that a Release
Condition has occurred, such Beneficiary may provide to DSI an affidavit, from
an officer, certifying the occurrence of the Release Condition and a request for
the release of the Deposit Materials. Upon receipt of such affidavit, DSI is
authorized and shall release the Deposit Materials to each of the Beneficiaries.
DSI shall not be required to inquire into the truth of the affidavit or evaluate
the merit of the affidavit. DSI may not refuse to deliver the Deposit Material.
DSI shall provide Depositor with a copy of the requesting Beneficiary's
affidavit and notice of DSI's delivery of the Deposit Materials to each of the
Beneficiaries. This Agreement will terminate upon the release of the Deposit
Materials held by DSI.

4.3  Right to Use Following Release. Unless otherwise provided in the Collateral
Agreement, upon release of the Deposit Materials in accordance with this Article
4, each of the Beneficiaries shall have the right to use the Deposit Materials,
as provided in the Collateral Agreement, for the sole purpose of exercising the
rights and benefits afforded to such Beneficiary by the Collateral Agreement.
Subject to each Beneficiary's right to sell and/or license the Deposit Materials
in

Page 4

<PAGE>

order to satisfy Depositor's obligations to Beneficiaries under the Collateral
Agreement, Beneficiaries shall be obligated to maintain the confidentiality of
the released Deposit Materials.

ARTICLE 5  --  TERM AND TERMINATION

5.1  Term of Agreement. The initial term of this Agreement is for a period of
one year. Thereafter, this Agreement shall automatically renew from year-to-year
unless (a) Depositor and each of the Beneficiaries jointly instruct DSI in
writing that the Agreement is terminated; or (b) the Agreement is terminated by
DSI for nonpayment in accordance with Section 5.2.

5.2  Termination for Nonpayment. In the event of the nonpayment of fees owed to
DSI, DSI shall provide written notice of delinquency to all parties to this
Agreement. Any party to this Agreement shall have the right to make the payment
to DSI to cure the default. If the past due payment is not received in full by
DSI within one month of the date of such notice, then DSI shall have the right
to terminate this Agreement at any time thereafter by sending written notice of
termination to all parties. DSI shall have no obligation to take any action
under this Agreement so long as any payment due to DSI remains unpaid.

5.3  Disposition of Deposit Materials Upon Termination. Upon termination of this
Agreement, DSI shall destroy, return, or otherwise deliver the Deposit Materials
in accordance with Depositor's instructions. If there are no instructions, DSI
may, at its sole discretion, destroy the Deposit Materials or return them to
Depositor. DSI shall have no obligation to return or destroy the Deposit
Materials if the Deposit Materials are subject to another escrow agreement with
DSI.

5.4  Survival of Terms Following Termination. Upon termination of this
Agreement, the following provisions of this Agreement shall survive:

     a.   Depositor's Representations (Section 1.5);

     b.   The obligations of confidentiality with respect to the Deposit
          Materials;

     c.   The rights granted in the sections entitled Right to Transfer Upon
          Release (Section 3.3) and Right to Use Following Release (Section
          4.5), if a release of the Deposit Materials has occurred prior to
          termination;

     d.   The obligation to pay DSI any fees and expenses due;

     e.   The provisions of Article 7; and

     f.   Any provisions in this Agreement which specifically state they survive
          the termination or expiration of this Agreement.

Page 5

<PAGE>

ARTICLE 6  --  DSI'S FEES

6.1  Fee Schedule. DSI is entitled to be paid its standard fees and expenses
applicable to the services provided. Depositor shall pay all such fees hereunder
to DSI, and DSI shall notify Depositor of DSI's fees at least 60 days prior to
any increase in fees. For any service not listed on DSI's standard fee schedule,
DSI will provide a quote prior to rendering the service, if requested.

6.2  Payment Terms. DSI shall not be required to perform any service unless the
payment for such service and any outstanding balances owed to DSI are paid in
full. Fees are due upon receipt of a signed contract or receipt of the Deposit
Materials whichever is earliest. If invoiced fees are not paid, DSI may
terminate this Agreement in accordance with Section 5.2. Late fees on past due
amounts shall accrue interest at the rate of one and one-half percent per month
(18% per annum) from the date of the invoice.

ARTICLE 7  --  LIABILITY AND DISPUTES

7.1  Right to Rely on Instructions. DSI may act in reliance upon any
instruction, instrument, or signature reasonably believed by DSI to be genuine.
DSI may assume that any employee of a party to this Agreement who gives any
written notice, request, or instruction has the authority to do so. DSI shall
not be responsible for failure to act as a result of causes beyond the
reasonable control of DSI. DSI will not be required to inquire into the truth,
or evaluate the merit, of any statement or representation contained in any
notice or document.

7.2  Indemnification. Depositor and Beneficiaries each agree to indemnify,
defend and hold harmless DSI from any and all claims, actions, damages,
arbitration fees and expenses, costs, attorney's fees and other liabilities
("Liabilities") incurred by DSI relating in any way to this escrow arrangement
except to the extent such Liabilities were caused by the negligence or willful
conduct of DSI.

7.3  Dispute Resolution. Any dispute relating to or arising from this Agreement
shall be resolved by arbitration under the Commercial Rules of the American
Arbitration Association. Three arbitrators shall be selected. The Depositor and
each Beneficiary shall each select one arbitrator. However, if DSI is a party to
the arbitration, the Beneficiaries shall jointly select one arbitrator, and DSI
shall select the third arbitrator. Unless otherwise agreed by Depositor and
Beneficiaries, arbitration will take place in Wilmington, Delaware, U.S.A. Any
court having jurisdiction over the matter may enter judgment on the award of the
arbitrator(s). Service of a petition to confirm the arbitration award may be
made by First Class mail or by commercial express mail, to the attorney for the
party or, if unrepresented, to the party at the last known business address.

7.4  Controlling Law. This Agreement is to be governed and construed in
accordance with the laws of the State of Delaware, without regard to its
conflict of law provisions.

7.5  Notice of Requested Order. If any party intends to obtain an order from the
arbitrator or any court of competent jurisdiction which may direct DSI to take,
or refrain from taking any action, that party shall:

Page 6

<PAGE>

     a.   Give DSI at least two business days' prior notice of the hearing;

     b.   Include in any such order that, as a precondition to DSI's obligation,
          DSI be paid in full for any past due fees and be paid for the
          reasonable value of the services to be rendered pursuant to such
          order; and

     c.   Ensure that DSI not be required to deliver the original (as opposed to
          a copy) of the Deposit Materials if DSI may need to retain the
          original in its possession to fulfill any of its other duties.

ARTICLE 8  --  GENERAL PROVISIONS

8.1  Entire Agreement. This Agreement, which includes the Exhibits described
herein, embodies the entire understanding among the parties with respect to its
subject matter and supersedes all previous communications, representations or
understandings, either oral or written. DSI is not a party to any of the
documents which constitute the Collateral Agreement between Depositor and
Beneficiaries and has no knowledge of any of the terms or provisions of any such
Collateral Agreement. DSI's only obligations to Depositor or Beneficiaries are
as set forth in this Agreement. No amendment or modification of this Agreement
shall be valid or binding unless signed by all the parties hereto, except that
Exhibit A need not be signed by DSI, Exhibit B need not be signed by
Beneficiaries and Exhibit C need not be signed.

8.2  Notices. All notices, invoices, payments, deposits and other documents and
communications shall be given to the parties at the addresses specified in the
attached Exhibit C. It shall be the responsibility of the parties to notify each
other as provided in this Section in the event of a change of address. The
parties shall have the right to rely on the last known address of the other
parties. Unless otherwise provided in this Agreement, all documents and
communications may be delivered by First Class mail.

8.3  Severability. In the event any provision of this Agreement is found to be
invalid, voidable or unenforceable, the parties agree that unless it materially
affects the entire intent and purpose of this Agreement, such invalidity,
voidability or unenforceability shall affect neither the validity of this
Agreement nor the remaining provisions herein, and the provision in question
shall be deemed to be replaced with a valid and enforceable provision most
closely reflecting the intent and purpose of the original provision.

8.4  Successors. This Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of the parties. However, DSI shall have no
obligation in performing this Agreement to recognize any successor or assign of
Depositor or of either Beneficiary unless DSI receives clear, authoritative and
conclusive written evidence of the change of parties.

8.5  Regulations. Depositor and Beneficiaries are responsible for and warrant
compliance with all applicable laws, rules and regulations, including but not
limited to customs laws, import, export, and re-export laws and government
regulations of any country from or to which the Deposit Materials may be
delivered in accordance with the provisions of this Agreement.

Page 7

<PAGE>

AirNet Communications Corporation        TECORE, Inc.
Depositor                                Beneficiary

By: /s/ Glenn A. Ehley                   By: /s/ Jay Salkini
   ---------------------------------        -----------------------------------
Name: Glenn A. Ehley                     Name: Jay Salkini
     -------------------------------          ---------------------------------
Title: President and Chief Executive     Title: President and Chief Executive
       Officer                                  Officer
      ------------------------------           --------------------------------
Date: January 24, 2003                   Date: January 24, 2003
     -------------------------------          ---------------------------------


DSI Technology Escrow Services, Inc.     SCP Private Equity Partners, II, LP
                                         Beneficiary

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

                                         By: SCP Private Equity II, LLC

By:_________________________________     By: /s/ James W. Brown
                                            -----------------------------------
Name:_______________________________     Name: James W. Brown
                                              ---------------------------------
Title:______________________________     Title: a Manager
                                               --------------------------------
Date:_______________________________     Date: January 24, 2003
                                              ---------------------------------

Page 8

<PAGE>

                                    EXHIBIT A

                            MATERIALS TO BE DEPOSITED

                                 Account Number

1.   Description of Deposit Materials. Depositor represents to Beneficiaries
that, at a minimum, Deposit Materials delivered to DSI shall consist of the
following:

     a. Copies of the object code and source code for: (i) version 3.2.1 of
AirNet BSS Software; (ii) the most current version of "Adaptive Array"; (iii)
the most current version of "Wildfire II"; (iv) the most current version of
AdaptaCell; (v) the most current version of AirSite Backhaul Free Base Station
software; (vi) the most current version of GPRS software; (vii) the most current
version of OMC-R software; (viii) the most current version of BSC software; and
(ix) the most current version of TRAU software.

     b. The name of each third-party software application and hardware
application used with the software described above in subsection 1(a) of this
Exhibit A. Each such third-party item shall be identified by version, supplier
and purpose.

     c. Copies of all pending, but unpublished, patent applications.

     d. Designs for all versions of every hardware product offered for sale or
license by AirNet, whether manufactured by AirNet or by a third party on behalf
of AirNet.

     e. Manufacturing instructions for every AirNet product.

     f. All other information which would be necessary to enable a purchaser of
all of Depositor's assets to carry on development, manufacturing, sales and
support of Depositor's entire product line.

2.   Definitions. As used in this Agreement, the following terms have the
following meanings:

     a. "Object Code" means the compiled, binary, machine-readable version of a
software product

     b. "Source Code" means the original, uncompiled, raw form of software, or
any translation or modification of such software which substantially preserves
its original identity, together with: (a) all existing documentation,
proprietary information and technical documentation which will enable a
reasonably skilled software engineer(s) to maintain and enhance the software
product without the aid of the developer or any other person or reference to any
other materials; (b) any and all maintenance tools (test programs and program
specifications), toolkits and proprietary or third party systems utilities
(compiler and assembler descriptions) and make files for the software product;
(c) a description of the software product's system/program generation; and (d)
specifications for all hardware and software required for use and/or support of
the software product.

Page 9

<PAGE>

AirNet Communications Corporation          TECORE, Inc.
Depositor                                  Beneficiary
By: /s/ Glenn A. Ehley                     By: /s/ Jay Salkini
   -----------------------------------        ---------------------------------
Name: Glenn A. Ehley                       Name: Jay Salkini
     ---------------------------------          -------------------------------
Title: President and Chief Executive       Title: President and Chief Executive
       Officer                                    Officer
      --------------------------------           ------------------------------
Date: January 24, 2003                     Date: January 24, 2003
     ---------------------------------          -------------------------------


SCP Private Equity Partners, II, LP
Beneficiary

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

By: SCP Private Equity II, LLC

By: /s/ James W. Brown
   -----------------------------------
Name: James W. Brown
     ---------------------------------
Title: a Manager
      --------------------------------
Date: January 24, 2003
     ---------------------------------
Page 10

<PAGE>

                                    EXHIBIT B

                        DESCRIPTION OF DEPOSIT MATERIALS

Depositor Company Name  AirNet Communications Corporation
                        --------------------------------------------------------
Account Number _________________________________________________________________

Product Name _______________________________________ Version ___________________
(Product Name will appear as the Exhibit B Name on Account History report)

DEPOSIT MATERIAL DESCRIPTION:

Quantity      Media Type & Size        Label Description of Each Separate Item

______        Disk 3.5" or ____

______        DAT tape ____mm

______        CD-ROM

______        Data cartridge tape ____

______        TK 70 or ____ tape

______        Magnetic tape ____

______        Documentation

______        Other ______________________

PRODUCT DESCRIPTION:
Environment ____________________________________________________________________

DEPOSIT MATERIAL INFORMATION:
Is the media encrypted? Yes / No If yes, please include any passwords and the
decryption tools.
Encryption tool name____________________________________Version_________________
Hardware required_______________________________________________________________
Software required_______________________________________________________________
Other required information _____________________________________________________

<TABLE>
<S>                                                             <C>
I certify for Depositor that the above described                DSI has inspected and accepted
the above Deposit Materials have been transmitted to DSI:       materials (any exceptions are noted above):

Signature ______________________                                Signature_________________________________
Print Name______________________                                Print Name________________________________
Date____________________________                                Date Accepted_____________________________
                                                                Exhibit B#________________________________
</TABLE>

Send materials to: DSI, 9265 Sky Park Court, Suite 202, San Diego, CA 92123
(858) 499-1600

Page 11

<PAGE>

                                                                       EXHIBIT C

                               DESIGNATED CONTACT

                                 Account Number

Notices, Deposit Material returns and
communications to Depositor                     Invoices to Depositor should be
should be addressed to:                         addressed to:

Company Name: AirNet Communications             same as in left column
              Corporation
Address:   3950 Dow Road
           Melbourne, Florida 32934
Contact: Stuart P. Dawley, Vice President and General Counsel
Telephone: 321-953-6780
Facsimile: 321-676-9914

Notices and communications to Beneficiaries     Invoices to Beneficiaries should
should be addressed to:                         be addressed to:

Beneficiary #1:

Company Name: TECORE, Inc.                      same as in left column
Address: 7165 Columbia Gateway Drive
         Columbia, Maryland 21406
Contact: Jay Salkini, President
Telephone: 410.872.6001
Facsimile: 410.872.6010

Beneficiary #2:

Company Name: SCP Private Equity                same as in left column
              Partners II, L.P.
Address: 300 Building, 435 Devon Park Drive
         Wayne, PA 19087
Contact:   James W. Brown
           --------------------------------
Telephone: 610-995-2900
           --------------------------------
Facsimile: 610-975-9546
           --------------------------------

Requests from Depositor or Beneficiaries to change the designated contact should
be given in writing by the designated contact or an authorized employee of
Depositor or Beneficiaries.

Page 12

<PAGE>

<TABLE>
<S>                                             <C>
Contracts, Deposit Materials and notices to     Invoice inquiries and fee remittances
DSI should be addressed to:                     to DSI should be addressed to:

DSI Technology Escrow Services. Inc.            DSI Technology Escrow Services, Inc.
Contract Administration                         Accounts Receivable
9265 Sky Park Court, Suite 202                  PO Box 45156
San Diego, CA  92123                            San Francisco, CA 94145-0156

Telephone:  (858) 499-1600                      (858) 499-1636
Facsimile:  (858) 694-1919                      (858) 499-1637
</TABLE>

Page 13



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.29
<SEQUENCE>13
<FILENAME>dex1029.txt
<DESCRIPTION>COLLATERAL ASSIGNMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.29

                            COLLATERAL ASSIGNMENT OF
                        PATENTS, TRADEMARKS & COPYRIGHTS

     THIS COLLATERAL ASSIGNMENT OF PATENTS, TRADEMARKS & COPYRIGHTS is entered
into on this 24/th/ day of January, 2003, by and between AIRNET COMMUNICATIONS
CORPORATION, a Delaware Corporation having a mailing address at 3950 Dow Road,
Melbourne, Florida 32934 ("Debtor"), and SCP PRIVATE EQUITY PARTNERS II, L.P., a
Delaware limited partnership having a mailing address at 300 Building, 435 Devon
Park Drive, Wayne, PA 19087 ("SCP II") and TECORE, INC., a Texas corporation
having a mailing address at 7165 Columbia Gateway Drive, Columbia, Maryland
21406 ("TECORE"). SCP II and TECORE are referred to collectively herein as
"Secured Party."

     NOW, THEREFORE, in consideration of the premises, Debtor hereby agrees with
Secured Party as follows:

1.   Grant of Security Interest.

     1.1 Grant. Debtor hereby grants to Secured Party a first priority security
interest in, and conditionally assigns, but does not transfer title to Secured
Party, all of Debtor's right, title, and interest in and to the following
collateral (collectively, the "Collateral") to secure the repayment of any loans
(the "Loans") under, the satisfaction of any obligations (the "Obligations")
under, and the full, complete and absolute performance by Debtor of each of the
terms and conditions of, the Bridge Loan Agreement, Bridge Loan Promissory
Notes, Security Agreement and other loan documents dated of even date herewith
between Debtor and one or both of the Secured Parties, as amended from time to
time (collectively, the "Loan Agreement"). All capitalized terms used in this
Agreement and not defined herein shall have the meaning ascribed thereto in the
Loan Agreement unless the context clearly provides otherwise.

     1.2 Definition of Collateral. The Collateral shall consist of the
following:

         (a) Each of the Patent Rights which are presently, or in the future may
be, owned, issued, acquired, or used (whether pursuant to a license or
otherwise) by Debtor, in whole or in part, throughout the world, including all
proceeds thereof (including license royalties and proceeds of infringement
suits), foreign filing rights, and rights to extend such Patent Rights;

         (b) All of Debtor's right, title, and interest in and to the patents
and patent applications listed on Schedule A, attached hereto, as the same may
be updated hereafter from time to time;

<PAGE>

         (c) All of Debtor's right, title, and interest in all patentable
inventions, and to file applications for patent under federal patent law or
regulation of any foreign country, and to request reexamination and/or reissue
of the patents, the right (without obligation) to sue or bring interference
proceedings in the name of Debtor or in the name of Secured Party for past,
present, and future infringements of the patents, and all rights (but not
obligations) corresponding thereto in the United States and any foreign country;

         (d) Each of the Trademark Rights which are presently, or in the future
may be, owned, created, acquired, or used (whether pursuant to a license or
otherwise) by Debtor, in whole or in part, throughout the world, including all
proceeds thereof (including license royalties and proceeds of infringement
suits), and rights to renew and extend such Trademark Rights;

         (e) All of Debtor's right, title, and interest in and to the trademarks
and trademark registrations listed on Schedule B, attached hereto, as the same
may be updated hereafter from time to time;

         (f) All of Debtor's right, title and interest to register trademark
claims under any state or federal law or regulation of any foreign country and
to apply for, renew, and extend the Trademark Rights, the right (without
obligation) to sue or bring opposition or cancellation proceedings in the name
of Debtor or in the name of Secured Party for past, present, and future
infringements of Trademark Rights, and all rights (but not obligations)
corresponding thereto in the United States and any foreign country, and the
associated goodwill;

         (g) Each of the Copyrights which are presently, or in the future may
be, owned, created, acquired, or used (whether pursuant to a license or
otherwise) by Debtor, in whole or in part, throughout the world, including all
proceeds thereof (including license royalties and proceeds of infringement
suits), and rights to renew and extend such Copyrights;

         (h) All of Debtor's right, title, and interest in and to the copyrights
and copyright registrations listed on Schedule C, attached hereto, as the same
may be updated hereafter from time to time;

         (i) All of Debtor's right, title and interest to register copyright
claims under any state or federal law or regulation of any foreign country and
to apply for, renew, and extend the Copyrights, the right (without obligation)
to sue or bring opposition or cancellation proceedings in the name of Debtor or
in the name of Secured Party for past, present, and future infringements of the
Copyrights, and all rights (but not obligations) corresponding thereto in the
United States and any foreign country,;

                                       2

<PAGE>

         (j) All general intangibles relating to the Collateral, including all
Software, Know-How, Trade Secrets and other Intellectual Property and
Improvements; and

         (k) All proceeds of any and all of the foregoing (including, without
limitation, license royalties and proceeds of infringement suits) and, to the
extent not otherwise included, all payments under insurance, or any indemnity,
warranty, or guaranty payable by reason of loss or damage to or otherwise with
respect to the Collateral.

2. After-Acquired Patent, Trademark & Copyright Rights. If Debtor shall obtain
rights to any new Patent Rights, patentable inventions, Trademark Rights,
Copyrights or general intangibles relating thereto, the provisions of this
Agreement shall automatically apply thereto. Debtor shall give prompt notice in
writing to Secured Party with respect to any such new rights or any renewal or
extension thereof. Debtor shall bear any expenses incurred in connection with
future applications for patent, trademark or copyright registration.

3. Litigation and Proceedings. Debtor shall commence and diligently prosecute in
its own name, as the real party in interest, for its own benefit, and its own
expense, such suits, administrative proceedings, or other actions for
infringement or other damages as are in its reasonable business judgment
necessary to protect the Collateral. Debtor shall provide to Secured Party any
information with respect thereto requested by Secured Party. Secured Party shall
provide at Debtor's expense all necessary cooperation in connection with any
such suit, proceeding, or action, including, without limitation, joining as a
necessary party. Following Debtor's becoming aware thereof, Debtor shall notify
Secured Party of the institution of, or any adverse determination in, any
proceeding in the United States Patent and Trademark Office or Copyright Office,
or any United States, state, or foreign court regarding Debtor's claim of
ownership in any of the Patent Rights, Trademark Rights, Copyrights or general
intangibles relating thereto, its right to apply for the same, or its right to
keep and maintain such Patent Rights, Trademark Rights, Copyrights or general
intangibles rights.

4. Power of Attorney. Debtor grants Secured Party power of attorney, having the
full authority, and in the place of Debtor, from time to time in Secured Party's
discretion to take any action and to execute any instrument which Secured Party
may deem necessary or advisable to accomplish the purposes of this Agreement,
including, without limitations,: (a) to endorse Debtor's name on all
applications, documents, papers, and instruments necessary for Secured Party to
use or maintain the Collateral; and (b) to ask, demand, collect, sue for,
recover, impound, receive, and give acquittance and receipts for money due or to
become due under or in respect of any of the Collateral. Notwithstanding the
forgoing, Secured Party may not file any claims or take any action or institute
any proceedings

                                       3

<PAGE>

for the collection of any of the Collateral or assign, pledge, convey, or
otherwise transfer title in or dispose of the Collateral to any person except
upon the occurrence of an Event of Default.

5. Right to Inspect. Debtor grants to Secured Party and its employees and agents
the right to visit Debtor's plants and facilities at which Debtor may design,
develop, manufacture, inspect, assemble, ship or store products or services sold
or licensed under any of the Trademark Rights, Patent Rights or Copyrights, and
to inspect the products, services and quality control records relating thereto
at reasonable times during regular business hours.

6. Events of Default. Any Event of Default under the Loan Agreement shall
constitute an Event of Default.

7. Specific Remedies. Upon the occurrence of any Event of Default: (a) Secured
Party may take any action or pursue any remedies provided by law or in the Loan
Agreement; and (b) Secured Party may notify licensees to make royalty and other
payments on license agreements directly to Secured Party.

8. Further Assurances. Debtor hereby agrees to execute and deliver such further
documents and instruments as Secured Party may reasonably request in order to
more properly evidence, document or perfect the security interest intended to be
created hereby.

9. Governing Law. All acts and transactions hereunder and the rights and
obligations of the parties hereto shall be governed, construed, and interpreted
in accordance with the laws of the State of Delaware, without regard to its
conflict of law provisions.

   IN WITNESS WHEREOF, Debtor and Secured Party have executed this Agreement by
their duly authorized officers as of the date first above written, with the
specific intention that this Agreement constitutes a document under seal.

AirNet Communications Corporation             TECORE, Inc.

By: /s/ Glenn A. Ehley                      By: /s/ Jay Salkini
   -----------------------------------         ---------------------------------
Name: Glenn A. Ehley                        Name: Jay Salkini
     ---------------------------------           -------------------------------
Title: President and Chief Executive        Title: President and Chief Executive
      --------------------------------            ------------------------------
        Officer                                     Officer
      --------------------------------            ------------------------------
Date: January 24, 2003                       Date: January 24, 2003
     ---------------------------------            ------------------------------

                                       4

<PAGE>

SCP Private Equity Partners, II, LP

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

By: SCP Private Equity II, LLC

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

Date: January 24, 2003
     --------------------
                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>14
<FILENAME>dex991.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>

[LOGO]
AIRNET

                                                                    EXHIBIT 99.1

AIRNET COMMUNICATIONS ANNOUNCES INTERIM FINANCING COMMITMENT OF $6M

Melbourne, FL, January 27, 2003 - AirNet Communications Corporation (NASDAQ:
ANCC) today announced that it has received an interim debt financing commitment
of $6M. The interim financing is being provided by TECORE Wireless Systems, an
existing customer, and SCP Private Equity Partners, an existing investor. The
Company also announced that this debt is secured and is expected to be replaced
by long term financing. The debt will accrue interest at the annual rate of
prime plus two percent.

"For the last few months, we have focused our efforts on evaluating all of our
strategic financial options in an effort to obtain funding of our business plan.
We have narrowed those available options and are currently negotiating a larger
long term financing transaction with TECORE and SCP," said Glenn Ehley,
President & CEO of AirNet. "Our ultimate goal is to make this Company profitable
while supplying GSM operators with world class wireless solutions such as our
adaptive array Super Capacity(TM) base station."

"As AirNet's largest customer, today we demonstrate TECORE's commitment to
AirNet's long-term success and to their technology as an attractive solution for
GSM network operators around the world," said Jay Salkini, President & CEO of
TECORE. "We hope to further strengthen our alliance in the very near future."

"As a long time investor in AirNet, we are pleased with the debt facility
concluded today and look forward to working on the larger debt facility in the
near future," said James W. Brown, Chairman of AirNet Communications and a
Partner with SCP Private Equity Partners.

In conjunction with this bridge financing, AirNet also announced that it was
implementing a corporate restructuring with a goal of saving the Company
approximately $2.5M in operational expense in fiscal year 2003. Approximately
12% of the Company's employees and contractors will be affected by the
restructuring.

The debt securities described herein will not be registered under the Securities
Act of 1933, and will not be available for sale absent registration or an
exemption from registration under that act.

- --------------------------------------------------------------------------------
       AirNet Communications | 3950 Dow Road - Melbourne , FL USA 32934 |
                       +1 321-984-1990 | www.airnetcom.com

<PAGE>

Page 2

About TECORE

TECORE Wireless Systems was formed with a singular focus and mission to serve
wireless service providers in rural and emerging markets across the world. The
company mission is to deliver software based solutions that allow these
operators to adopt newer technologies while still supporting their existing
subscriber base. The company's AirCore(R) system supports the Mobile Switching
Center (MSC), Home Location Register (HLR), Visitor Location Register (VLR),
Authentication Center (AuC) functionality and incorporates prepaid services and
gateway tandeming capabilities in a single yet extremely compact unit. The
AirCore system is also the only MSC switching solution for smaller markets to
simultaneously support GSM, CDMA, TDMA and GPRS/IP, as well as cross-roaming
between GSM and ANSI-41 networks. With over twenty-five systems worldwide,
TECORE has also achieved certification to the prestigious ISO 9001:2000 Quality
Standard. Named one of the "20 Firms for the Next Generation," TECORE, Columbia,
Maryland, is a global leader in converging wireless and IP networks and wireless
enterprise systems solutions. For more information, please visit the TECORE
website at www.tecore.com.

About SCP Private Equity Partners

SCP Private Equity Partners ("SCP") is a private equity firm focused on later
stage companies in high growth industries, with an emphasis on technology. SCP
generally invests in companies with commercially proven technologies that need
capital to implement and market their business concepts. SCP targets the
information technology, internet infrastructure, financial services, wireless
communications, life sciences, security and education sectors. SCP supports its
investment portfolio with a rich base of strategic, operating and financial
expertise and an extensive networking capacity to access capital, recruit
management and facilitate favorable strategic alliances

About AirNet

AirNet Communications Corporation is a leader in wireless base stations and
other telecommunications equipment that allow service operators to cost
effectively and simultaneously offer high-speed data and voice services to
mobile subscribers. AirNet's patented broadband, software-defined AdaptaCell(R)
base station solution provides a high capacity base station with a software
upgrade path to high speed data. The Company's Digital AirSite(R) Backhaul
Free(TM) base station carries wireless voice and data signals back to the
wireline network, eliminating the need for a physical backhaul link, thus
reducing operating costs. AirNet

- --------------------------------------------------------------------------------
       AirNet Communications | 3950 Dow Road - Melbourne , FL USA 32934 |
                       +1 321-984-1990 | www.airnetcom.com

<PAGE>

Page 3

has 69 patents issued or pending. More information about AirNet may be obtained
by calling 321.984.1990, or by visiting the AirNet Web site at
www.airnetcom.com.

For More Information:

AirNet Contact:
Stuart Dawley
Investor Relations Officer
+1 321-953-6780
sdawley@airnetcom.com

   Safe Harbor Statement Under the Private Securities Litigation Reform Act of
                                      1995

The statements contained in this press release that are not historical
information are forward-looking statements that relate to future events or our
future financial performance, including statements regarding our expectations,
beliefs, plans, estimates, intentions or strategies for the future. Forward
looking statements include statements regarding the negotiation or conclusion of
a further financing transaction, the financial effects of a corporate
restructuring, the transition and evolution to next generation products, and
other statements relating to the company's outlook. All forward-looking
statements included in this release are based upon information available to
AirNet Communications Corporation as of the date hereof and the Company assumes
no obligation to update any such forward-looking statements. Forward-looking
statements involve risks and uncertainties, which could cause our actual results
to differ materially from those projected. Potential risks and uncertainties
include, but are not limited to, risks or uncertainties that the company may be
unable to finalize a definitive agreement with TECORE or SCP; that our
stockholders may not approve of any contemplated future transaction; that
currently contemplated investment options may be highly dilutive to existing
common stock holders; that the lenders may foreclose on all assets of the
company (including all intellectual property rights) in the event of a default
under the security agreement associated with the interim financing, that the
company may not consummate currently contemplated investment option prior to
maturity of the debt resulting in a default, that the company may not be able to
retain key employees after the restructuring, that the targeted savings from the
restructuring may not be fully realized this year, that the company may not be
able to continue to operate as a going concern prior to the execution of a
definitive investment agreement or consummation of a transaction. These and
other risks are discussed in Company filings with the Securities and Exchange
Commission, including its Annual Report on Form 10-K for the year ended December
31, 2001 and subsequent quarterly reports on form 10Q.

AirNet(R), AdaptaCell(R) and AirSite(R) are registered trademarks with the U.S.
Patent and Trademark Office. The stylized AirNet mark, Super Capacity(TM),
Backhaul Free(TM), and We're Ready for Anything(TM) are trademarks of AirNet
Communications Corporation. Other names are registered trademarks or trademarks
of their respective companies or organizations.

- --------------------------------------------------------------------------------
       AirNet Communications | 3950 Dow Road - Melbourne , FL USA 32934 |
                       +1 321-984-1990 | www.airnetcom.com

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
