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                                                                   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

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

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                                 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)

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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: ______________________________

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