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                                                                    EXHIBIT 10.5
                 AMENDMENT TO INCENTIVE STOCK OPTION AGREEMENTS

This Amendment to Incentive Stock Option Agreements dated February 11, 2000 is
between AirNet Communications Corporation ("AirNet" or the "Company") and Gerald
Y. Hattori (the "Employee").

                                    RECITALS:

A.    The Employee is an at-will employee of the Company.

B.    Employee serves in the capacities of Vice President of Finance, Chief
Financial Officer, Treasurer and Secretary at the behest of and at the
discretion of the Board of Directors.

C.    The Company recognizes that the possibility of a Change in Control of the
Company may exist which, if preceded or followed by termination of the
employment of Employee, would cause the Employee to lose the opportunity to
exercise unvested stock options, and that such possibility, and the uncertainty
and questions which it may raise, may result in the distraction of the Employee
to the detriment of the Company.

D.    In order to encourage the Employee to maintain his/her continued attention
and dedication to his/her duties and responsibilities, the Company desires to
enter into this Amendment with the Employee setting forth additional terms and
conditions as to the Employee's stock options in connection with a Change in
Control of the Company.

      NOW, THEREFORE, in consideration of the premises and the covenants and
agreements herein contained, the parties agree as follows:

      SECTION 1.     DEFINITIONS.

      The following Capitalized terms shall have the following meanings:

      "Business" means the business of AirNet as conducted immediately prior to
any Change in Control.

      "Cause" means the Employee's intentional bad faith act or omission, felony
conviction, or gross dereliction of duty, which is materially harmful or
damaging to the Company, or intentional material breach of any of Employee's
obligations under the Proprietary Information and Inventions Agreement executed
by Company and the Employee.

      "Change in Control" shall mean:

      (i)     the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange act) of 50% or more of either (i) then outstanding shares of common
stock of the Company (the "Outstanding


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Company Common Stock") or (ii) the combined voting power of then outstanding
voting securities of the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities") or;

      (ii)    the cessation for any reason of individuals who, as of the date
hereof, constitute the Board (the "Incumbent Board") to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board; or

      (iii)   the approval by the shareholders of the Company and the closing of
a reorganization, merger or consolidation, in each case, unless, following such
reorganization, merger or consolidation, more than 50% of, respectively, then
outstanding shares of common stock of the corporation resulting from such
reorganization, merger or consolidation and the combined voting power of then
outstanding voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such reorganization, merger or
consolidation in substantially the same proportions as their ownership,
immediately prior to such reorganization, merger or consolidation, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities, as
the case may be; or

      (iv)    the approval by the shareholders of the Company and the closing of
(i) a complete liquidation or dissolution of the Company or (ii) the sale or
other disposition of all or substantially all of the assets of the Company.

      "Company" means AirNet Communications Corporation or, in the event of a
Change in Control, the successor(s) in interest to AirNet Communications
Corporation.

      "Person" means an individual, partnership, corporation, association,
trust, joint venture, unincorporated organization and any government,
governmental department or agency or political subdivision thereof.

      SECTION 2.   TERMINATION EVENTS.

      2.1     This Agreement does not constitute an employment agreement. The
Company retains its right to terminate Employee's employment with or without
Cause.

      2.2     Either of the following events which occur (i) at any time
following execution of a letter of intent or definitive agreement for a Change
in Control transaction and on or before



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consummation of such transaction, or (ii) within 135 days prior to any
consummated Change in Control, or (iii) within 12 months following a Change of
Control, shall be a "Termination Event:"

      (a)     The termination without Cause of the Employee; or

      (b)     The resignation of Employee upon no less than two weeks' written
notice to the Company under circumstances constituting Good Reason (as defined
in Section 2.3) to resign.

      2.3     "Good Reason" shall mean, without the Employee's written consent,
the occurrence of any of the following circumstances prior to a Change in
Control, in connection with a Change in Control, in anticipation of a Change in
Control, at a time when discussions relating to a Change in Control are taking
place, or within 12 months following a Change in Control:

              (a)    The Employee is assigned a new position, which entails a
              reduction in the nature of Employee's authority with respect to
              the operation of the Company's business compared to Employee's
              position as in effect on the date of this Agreement or immediately
              prior to a Change in Control or Termination Event, whichever
              position is greater or more senior;

              (b)    A reduction in the Employee's annual base salary as in
              effect on the date of this Agreement or immediately prior to a
              Change in Control or Termination Event, whichever is greater, or
              an adverse change in benefits or perquisites other than a change
              that is generally applicable to all executive employees;

              (c)    The Company's requirement that the Employee's site of
              principal employment be more than twenty-five miles from the
              offices at which the Employee was principally employed on the date
              of this Agreement; or

              (d)    The Employee is assigned duties inconsistent with the
              status of the position that the Employee held on the date of this
              Agreement or immediately prior to a Change in Control or
              Termination Event, whichever is greater, or an adverse alteration
              in the nature or status of the Employee's responsibilities or in
              the quality or amount of office accommodations or assistance
              provided to the Employee from those in effect on the date of this
              Agreement, which shall constitute a constructive demotion.

      SECTION 3.     AMENDMENT OF OPTION AGREEMENTS.

      3.1     This Amendment amends each Incentive Stock Option Agreement (the
"Option Agreement or Agreements") listed below covering the grant to Employee of
stock options for the purchase of the number of shares of common stock of the
Company and at the exercise price per share specified below (as granted and in
effect prior to the Company's recent one for 66.38 reverse stock split):


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<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
<S>                                <C>                                 <C>
  Date of Grant Under Incentive      Number of Shares Underlying         Exercise Price Per Share
    Stock Option Agreement             Option Grant (pre-split)               (pre-split)
-----------------------------------------------------------------------------------------------------
                   3-22-99                     5,147,422.819                        $0.036
-----------------------------------------------------------------------------------------------------

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

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

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

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

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

-----------------------------------------------------------------------------------------------------
</TABLE>

The options ("Options") granted to Employee under the Option Agreements were
granted under the Company's stock option plan as amended, now the 1999 Equity
Incentive Plan (the "Plan").

Each of the Options shall vest and become exercisable as specified in Section 3
of each Option Agreement, as hereby amended.

Employee and the Company each acknowledge that the number of shares underlying
the Options and the applicable exercise price per share are pre-split numbers
and the actual numbers have been adjusted to reflect the Company's recent one
for 66.38 reverse stock split.

      3.2     Section 3 of each Option Agreement is amended to provide for
accelerated vesting of some or all of the Options upon the occurrence of a
"Change in Control" or a Termination Event as provided in this Section 3.

      3.3     No Termination Event Prior to a Change in Control.

      (a)     Two Year Accelerated Options With Closing. If there is no
Termination Event prior to an anticipated Change in Control and a Change in
Control is consummated, unvested Options (the "Two Year Accelerated Options With
Closing") (i) which would have vested through the closing of the Change in
Control and (ii) which would have vested during the two years following the
closing of the Change in Control (in each case assuming and calculated as if all
Options would otherwise have vested on a pro rata daily basis) shall accelerate
and become immediately exercisable commencing 15 days prior to a scheduled
closing of a Change in Control; provided, however, that such acceleration (and
any exercise of Options not otherwise vested and exercisable) shall be
conditioned on the closing of the Change in Control.

      (b)     Options Maintained or Matched; Third Year Accelerated Options. If
there is no Termination Event prior to an anticipated Change in Control and a
Change in Control is consummated and as of the closing either:

              (i) AirNet is the surviving company to the Change in Control
transaction, the Business is to be continued and AirNet maintains the Employee's
then outstanding stock options or,


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              (ii) AirNet is not the surviving company to the Change in Control
transaction, and

                     (A) the Business is to be continued by the buyer or
successor; and

                     (B) the buyer or successor grants options to the Employee
for the purchase of the buyer's or successor's stock with a proportionate number
of shares and exercise price per share and the same vesting schedule as with the
Options; and

                     (C) the buyer or successor specifically assumes the
potential obligation to accelerate the vesting of options under this Section
3.3(b);

then the following provisions in this Section 3.3(b) apply.

In the event of (i) a Termination Event within 12 months following the Change in
Control; or (ii) in the event the Employee completes 12 months of employment
with the Company or its successor following the Change in Control, then unvested
Options or the equivalent unvested buyer or successor options ("Third Year
Accelerated Options") which would have vested during the third year following
the closing of the Change in Control, (assuming and calculated as if all Options
or the equivalent unvested buyer or successor options would otherwise have
vested on a pro rata daily basis) shall vest and become immediately exercisable
for as long as Employee continues to be employed by the Company or such
successor and for a period of 90 days thereafter.

      (c)     Options Not Maintained or Matched; Escrow in Lieu of Third Year
Accelerated Options. If there is no Termination Event prior to an anticipated
Change in Control and a Change in Control is consummated and as of the closing
either:

              (i) AirNet is the surviving company to the Change in Control
transaction and AirNet does not maintain the Employee's then outstanding stock
options or the Business is to be discontinued; or

              (ii) AirNet is not the surviving company to the Change in Control
transaction, and

                     (A) the Business is to be discontinued; or

                     (B) the buyer or successor does not grant to Employee
options for the purchase of the buyer's or successor's stock with a
proportionate number of shares and exercise price per share and the same vesting
schedule as with the Options; or

                     (C) the buyer or successor does not specifically assume the
potential obligation to accelerate the vesting of the Third Year Accelerated
Options under Section 3.3(b) above;

then the following provisions in this Section 3.3(c) apply:



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              (1)    The Company will place in escrow with a third party Escrow
      Agent an amount ("Escrow Amount") of sale proceeds from the Change in
      Control transaction equal to the gain the Employee could have realized if
      the Third Year Accelerated Options had been exercised and sold in
      connection with the Change in Control transaction.

              (2)    In the event (A) a Termination Event occurs within 12
      months following the Change in Control; or (B) in the event the Employee
      completes 12 months of employment with the Company, its successor or the
      buyer following the Change in Control, then the Escrow Amount will be
      released and paid to the Employee.

              (3)    In the event the Employee resigns or is terminated with
      Cause within 12 months following the Change in Control, the Escrow Amount
      will be released and distributed pro rata in the manner other sale
      proceeds were distributed in connection with the Change in Control
      transaction.

      3.4     Termination Event On or Before a Change in Control; Closing Within
135 Days.

If there is a Termination Event on or before a Change in Control and a Change in
Control is consummated within 135 days of the Termination Event (a) unvested
Options ("Two Year Accelerated Options") (i) which would have vested through the
closing of the Change in Control and (ii) which would have vested during the two
years following the closing of the Change in Control (in each case assuming and
calculated as if all Options would otherwise have vested on a pro rata daily
basis) shall accelerate and become immediately exercisable through the date of
the closing of the Change in Control; and (b) unvested Options (the "Third Year
Accelerated Options With Closing") which would have vested during the third year
following the closing of the Change in Control (assuming and calculated as if
all Options would otherwise have vested on a pro rata daily basis) shall vest
and become immediately exercisable through the date of the closing of the Change
in Control.

      3.5     Termination Event Prior to a Change in Control; No Closing Within
135 Days.

If there is a Termination Event prior to an anticipated Change in Control, but
the anticipated Change in Control is not closed within 135 days following the
Termination Event:

              (a)    unvested Options (the "Two Year Accelerated Options Without
      Closing") (i) which would have vested through a date 135 days after the
      Termination Event and (ii) which would have vested during the two years
      following such 135th day (in each case assuming and calculated as if all
      Options would otherwise have vested on a pro rata daily basis) shall vest
      and become immediately exercisable for a period of up to one year, but no
      later than the closing of the Change in Control; and

              (b)    unvested Options (the "Third Year Accelerated Options
      Without Closing") which would have vested during the third year following
      such 135th day after the Termination Event (in each case assuming and
      calculated as if all Options would otherwise have vested on a pro rata
      daily basis) shall vest and become immediately



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      exercisable for a period of up to one year, but no later than the closing
      of the Change in Control.

      4.      OPTION AGREEMENTS IN FULL FORCE AND EFFECT.

      4.1     Except for the acceleration of the vesting of the Options upon a
Change in Control or upon a Termination Event, as provided for in this
Amendment, all of the terms of the Option Agreements remain in full force and
effect.

      5.      MISCELLANEOUS.

      5.1     This Amendment may be signed and executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one agreement,

      5.2     This Agreement is binding on the successors and assigns of AirNet.
AirNet agrees to require any Person who purchases substantially all of AirNet's
assets or is a successor in interest to AirNet in connection with a Change in
Control transaction to assume its obligations under this Agreement.

      IN WITNESS, the Company has caused this Amendment to be executed by its
authorized officer and the Employee has executed this Amendment as of the above
date.

<TABLE>
<CAPTION>
<S>                                            <C>
Employee:  /s/ Gerald Y. Hattori                 AirNet Communications Corporation
         -------------------------------
         Name:   Gerald Y. Hattori               By:  /s/ R. Lee Hamilton, Jr.
              --------------------------             -------------------------------
                                                     Title: President & CEO
                                                           -------------------------
</TABLE>


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