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                                  EXHIBIT 10.16

                          NON-RECOURSE PROMISSORY NOTE

    $995,133.00                                                   MARCH 14, 2001


         FOR VALUE RECEIVED, R. Lee Hamilton, Jr. (the "Maker"), of Melbourne,
Florida, agrees to pay to the order of AIRNET COMMUNICATIONS CORPORATION
("Lender"), at Melbourne, Florida (or such other place as Lender shall
designate), the sum of Nine Hundred Ninety Five Thousand One Hundred Thirty
Three and 00/100 Dollars ($995,133.00).

         This Note is being issued in connection with Lender's loan to Maker in
an amount sufficient to satisfy the federal alternative minimum tax liability
incurred by Maker (the "AMT Liability") in connection with Maker's exercise of
certain Company stock options in February 2000 ( the "Option Exercises") for the
purchase of 113,274 shares of Lender's common stock (the "February 2000 Option
Shares").

         Commencing on the date of execution of this Note and continuing for a
period of one year thereafter, no interest shall accrue on the unpaid Principal
under this Note. At all times thereafter until full payment of this Note,
interest shall accrue at [the applicable federal rate in effect at the time of
execution of this Note] % per annum on the Principal from time to time remaining
unpaid under this Note.

         The entire unpaid principal amount of this Note, together with all
accrued and unpaid interest and any other sums owing under this Note, shall be
payable in lawful money of the United States of America at the Lender's
principal office on the 5th anniversary of the date of this Note.

         In the event Maker sells, exchanges or otherwise transfers any of the
February 2000 Option Shares, Maker agrees to pay to Lender all proceeds from
such sale (less brokerage commissions and an amount equal to Maker's estimated
federal income tax liability with respect to such sale, exchange or transfer,
taking into account Maker's prior payment of the AMT Liability in connection
with the Option Exercises) to be applied:

         First, to the payment of principal, accrued interest, and other sums
owing under Maker's Note to the Company dated November 9, 2000 in the amount of
$112,660 (the "November 2000 Note") until the November 2000 Note is paid in
full; and

         Second, to the payment of principal, interest and other sums owing
under this Note (the "Required Payment"), up to an amount necessary to pay off
all indebtedness then outstanding under this Note.

         This Note is secured by a pledge and grant of a security interest in
the February 2000 Option Shares and any proceeds from the sale or transfer of
such shares in favor of Lender. Maker agrees to authorize and direct his broker
or brokers to deliver to Lender all Required
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Payments until such time as all amounts owing under this Note are paid in full,
and to execute all documentation required in order to authorize and direct his
broker or brokers to deliver all Required Payments to Lender. Maker hereby
authorizes Lender to direct Maker's broker or brokers to remit only such
proceeds to Lender as are required to satisfy all Required Payments. Such advice
shall be provided within three (3) business days of any request for instruction
from Maker's broker. In the event Maker transfers all or any portion of the
February 2000 Option Shares for non-cash consideration in connection with the
sale of the Lender or merger with the Lender through a stock for stock exchange,
Maker hereby grants, and Lender shall be deemed to have, a security interest in
such non-cash property and the application of the proceeds from the sale of such
non-cash property shall be subject to the same terms and conditions as are
applicable to the sale or transfer of the February 2000 Option Shares.

         Any of the following events shall constitute an event of default under
this Note: (1) the failure of the Maker to make any required payment under this
Note when due; (2) the failure of the Maker to comply with or perform any
covenant or obligation under this Note; or (3) the Maker's filing of a voluntary
petition in bankruptcy or being adjudicated as bankrupt or insolvent. In the
event of default, the entire unpaid balance of this Note, at the option of the
Lender, shall become immediately due and payable, without notice or demand.

         The Maker waives presentment for payment, protest and demand, and
notice of protest, demand and/or dishonor and nonpayment of this Note and all
other notices or demands otherwise required by law that the Maker may lawfully
waive.

         Notwithstanding anything to the contrary contained herein or in any
instrument securing this Note, Maker shall have no personal liability for the
payment of this Note or for the performance or observance of the covenants,
representations and warranties of the Maker contained in this Note or in any
instrument now or hereafter securing this Note and the Company and any holder of
this Note agree not to seek any damages or personal money judgment against Maker
for any default under this Note, any amount due under this Note or under any
instrument now or hereafter securing this Note. The sole and exclusive remedy of
the holder of this note shall be to exercise its rights as a secured party
against the February 2000 Option Shares or the proceeds thereof.

         No modification or waiver of any provision of this Note or consent to
any departure by the Maker from the terms of this Note, shall in any event be
effective unless in writing, and then such waiver or consent shall be effective
only in the specific instance, and for the purpose, for which given.

         This Note shall be governed by, and construed and interpreted in
accordance with the laws of the State of Florida. In the event Lender determines
it is necessary to institute suit to collect on this Note, the action shall be
maintained in Brevard County, State of Florida, and the Maker hereby consents to
the institution of action in that jurisdiction and waives any and all defenses
it may have to the maintenance of the suit in Brevard County, Florida. In any
action to enforce any right or obligation under this Note, Maker and Lender
agree that the prevailing party shall be entitled to reimbursement of reasonable
attorneys' fees, expenses and court costs.

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         MAKER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT
TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION IN CONNECTION WITH THIS NOTE.


         SIGNED AND DELIVERED as of this 14th day of March, 2001.

                                                MAKER:


                                                /s/ R. Lee Hamilton, Jr.
                                               ---------------------------------
                                                R. Lee Hamilton, Jr.

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