<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.

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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).

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     (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.

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     (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.

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     (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

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                           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

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<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.]

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<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
                                            -------------------

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