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                                  EXHIBIT 10.12

                            ACCOUNT CONTROL AGREEMENT
                    Salomon Smith Barney Inc. Account Number

TO: Salomon Smith Barney Inc. ("Salomon Smith Barney"), Security Intermediary

DATE:

Gentlemen:

The undersigned R. LEE HAMILTON, JR. (hereinafter "Pledgor") and AIRNET
COMMUNICATIONS CORP. (hereinafter "Secured Party") entered into a promissory
note dated 11/9/00 ("Note") pursuant to which a security interest in all present
and future assets (hereinafter defined) in the Account (hereinafter defined) of
the Pledgor is granted by the Pledgor to the Secured Party (The "Security
Interest"). In connection therewith, the Pledgor hereby instructs you to:

         1.       establish a cash securities account, which is to be known as
                  "AIRNET COMMUNICATIONS CORP. Secured Party, f/b/o R. LEE
                  HAMILTON, JR." (the "Account");

         2.       place the assets, including all financial assets, securities,
                  entitlements and all other assets now or hereinafter received
                  in such Account, (together the "Assets") including without
                  limitation those assets listed in Exhibit A attached hereto
                  and made a part hereof, into the Account. The Assets are
                  pledged according to the terms of the Security Agreement. As
                  long as the Assets are pledged to Secured Party, Salomon Smith
                  Barney will not invade the Assets to cover margin debits or
                  calls in any other accounts of the Pledgor; Salomon Smith
                  Barney agrees that, except for liens resulting from
                  commissions, fees, or charges based upon transactions in the
                  Account pursuant to its Client Agreement with Pledgor, it
                  subordinates in favor of Secured Party any security interest,
                  lien or right of setoff Salomon Smith Barney may have,
                  acknowledges that neither it, its subsidiaries or its
                  affiliates has or will assert a lien on the Assets, and
                  acknowledges that it has not received notice of any other
                  security interest in such Assets. In the event any such notice
                  is received, Salomon Smith Barney will promptly notify Secured
                  Party. Pledgor herein represents that the Assets are free and
                  clear of any lien or encumbrances, and agrees that, with the
                  exception of the security interest herein, no further or
                  additional liens or encumbrances will be placed on the Assets
                  without the express written consent of both Secured Party and
                  Salomon Smith Barney;
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         3.       maintain the Assets pledged as described in Exhibit A attached
                  hereto, the proceeds from the sale of any such Assets, and any
                  income derived therefrom, in the Account. Secured Party and
                  Pledgor acknowledge and agree that Salomon Smith Barney shall
                  not be held responsible for any decline in the market value of
                  the Assets or to notify Secured Party or Pledgor of any such
                  decline in the market value of the Assets, or to take any
                  action with regard to such Assets except upon the specific
                  written directions stated herein;

         4.       provide to Secured Party, so long as this agreement remains in
                  effect, with a duplicate copy to Pledgor, a monthly statement
                  of Assets and a confirmation statement of each transaction
                  effected in the Account after such transaction is effected.

The Pledgor and Secured Party consent and agree that the only entitlement orders
that shall be given to Salomon Smith Barney in regard to or in connection with
the Account shall be given by and Authorized Officer of Secured Party, except
that the Pledgor may give instructions to enter into purchase or sale
transactions in the Account. Pledgor shall not instruct Salomon Smith Barney to
deliver and, except as may be required by law or by court order, Salomon Smith
Barney shall not deliver cash and/or securities, or proceeds from the sale of ,
or distributions on, such securities out of the Account to the Pledgor or to any
other person or entity. Upon written notice by an Authorized Officer of Secured
Party, Salomon Smith Barney shall comply with the entitlement orders and
instructions of Secured Party without the consent of Pledgor or any other person
(it being understood and agreed that Salomon Smith Barney shall have no duty or
obligation whatsoever of any kind or character to have knowledge of the terms of
the Security Agreement or to determine whether or not an event of default
exists). Pledgor hereby agrees to indemnify and hold harmless Salomon Smith
Barney, its affiliates officers and employees from and against any and all
claims, actions, liabilities, lawsuits, losses damages, costs or expenses
including reasonable attorney's fees, arising out of or related to this
Agreement or any transactions hereunder. The Secured Party hereby agrees to
indemnify and hold harmless Salomon Smith Barney from and against any and all
claims, actions, liabilities, lawsuits, losses, damages, costs are expenses
including reasonable attorney's fees that may result by reason of Salomon Smith
Barney complying with the instructions or entitlement orders of Secured Party.
In the event that Salomon Smith Barney is sued or becomes involved in
litigations as a result of complying with the above stated written instructions,
Pledgor and Secured Party agree that Salomon Smith Barney shall be entitled to
charge all the costs and fees it incurs in connection with such litigation to
the Assets in the Account and to withdraw such sums as the costs and charges
accrue.

For the purpose of this Agreement, the term "Authorized Officer of Pledgor"
shall refer in the singular to R. LEE HAMILTON, JR. (who is, on the date hereof,
the Pledgor) and "Authorized Officer of Secured Party" shall refer in the
singular to John Berens (who is, on the date hereof, Chief Financial Officer of
the Secured Party). If the Pledgor or Secured Party is a natural person then
such term shall mean the Pledgor or Secured Party respectively and, if more than
one natural person is the Pledgor or Secured Party, such

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natural persons may act severally. In the event that either Pledgor or Secured
Party shall find it advisable to designate a replacement of any of its
Authorized Officers, written notice of any such replacement shall be given to
Salomon Smith Barney.

Except with respect to the obligations and duties as set forth herein, this
Agreement shall not impose or create any obligations or duties upon Salomon
Smith Barney greater than or in addition to the customary and usual obligations
and duties of Salomon Smith Barney to Pledgor.

The Agreement shall be binding upon and inure to the benefit of the heirs,
successors and assigns of the respective parties hereto and shall be construed
in accordance with the laws of the State of New York without regard to its
conflict of law principles and the rights and remedies of the parties shall be
determined in accordance with such laws.

Salomon Smith Barney will treat all property at any time held by Salomon Smith
Barney in the Account as financial assets. Salomon Smith Barney acknowledges
that this Agreement constitutes written notification to Salomon Smith Barney,
pursuant to Articles 8 and 9 of the Uniform Commercial Code of the State of New
York and any applicable federal regulations for the Federal Reserve Book Entry
System, of the Secured Party's security interest in the Assets. The Pledgor,
Secured Party and Salomon Smith Barney also are entering into this Agreement to
provide for the Secured Party's control of the Assets and to perfect, and
confirm the first and exclusive priority of the Secured Party's security
interest in the Assets. Salomon Smith Barney agrees to promptly make and
thereafter maintain all necessary entries or notations in it books and records
to reflect the Secured Party's security interest in the Assets.

If any term or provision of this of this Agreement is determined to be invalid
or unenforceable, the remainder of this Agreement shall be construed in all
respects as if the invalid or unenforceable term or provision were omitted. This
Agreement may not be altered or amended in any manner without the express
written consent of Pledgor, Secured Party and Salomon Smith Barney. This
Agreement may be executed in any number of counterparts, all of which shall
constitute one original agreement.

This Agreement may be terminated by Salomon Smith Barney upon 30 days written
notice to Pledgor and Secured Party. Upon expiration of such 30 day period,
Salomon Smith Barney shall be under no further obligation except to hold the
pledged Assets in accordance with the terms of the Agreement, pending receipt of
written instructions from Secured Party regarding the further disposition of the
pledged Assets.

The Pledgor and Secured Party acknowledge that this Agreement supplements the
Pledgor's existing Client Agreement(s) with Salomon Smith Barney and, except as
expressly provided herein, in no way is this Agreement intended to abridge any
rights that Salomon Smith Barney might otherwise have. In the event of a
conflict between the terms of the Client Agreement and this Agreement, the terms
of the agreement will control.

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IN WITNESS WHEREOF, Pledgor and Secured Party have caused this Agreement to be
executed by their duly authorized officers all as of the day first above
written.



PLEDGOR
R. LEE HAMILTON, JR.

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

Date  10-9-00



SECURED PARTY
AIRNET COMMUNICATIONS CORP.

By          John Berens
     ----------------------------------

Title    Chief Financial Officer
      ---------------------------------

Signature  /s/ John Berens
          ----------------------------
Date   10-2-00



SALOMON SMITH BARNEY INC.

By  /s/ Paul Chiampa                        Date 2/12/01
    --------------------------
     (Resident Vice President)


By  _______________________________         Date ___________________
       (Regional Director)

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                                    EXHIBIT A


PLEDGED COLLATERAL ACCOUNT NUMBER:  xxx-xxxxx-x-x-xxx (Intentionally Redacted)


                                     ASSETS

                     113,274 Shares of AirNet Common Stock