P COM INC
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>10
<FILENAME>doc9.txt
<TEXT>

<PAGE>
EXHIBIT 10.8



         VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON MARCH __, 2006
         (UNLESS EXTENDED PURSUANT TO SECTION 2 HEREOF)


         THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
         NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
         "SECURITIES  ACT"),  OR THE SECURITIES  LAWS OF ANY STATE OF THE UNITED
         STATES OR ANY OTHER JURISDICTION. THE SECURITIES REPRESENTED HEREBY MAY
         NOT BE OFFERED,  SOLD OR  TRANSFERRED  IN THE  ABSENCE OF AN  EFFECTIVE
         REGISTRATION  STATEMENT FOR THE SECURITIES UNDER APPLICABLE  SECURITIES
         LAWS UNLESS  OFFERED,  SOLD OR  TRANSFERRED  PURSUANT  TO AN  AVAILABLE
         EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.


                            Right to Purchase ___________ Shares of
                            Common Stock, par value $0.0001 per share

Date: March __, 2003

                                   P-COM, INC.
                        SERIES B-1 STOCK PURCHASE WARRANT


         THIS CERTIFIES  THAT, for value received,  _______________________,  or
its registered  assigns, is entitled to purchase from P-Com, Inc., a corporation
organized under the laws of the State of Delaware (the  "Company"),  at any time
or  from  time to  time  during  the  period  specified  in  Section  2  hereof,
__________________  fully paid and nonassessable  shares of the Company's common
stock,  par value $0.0001 per share (the "Common  Stock"),  at an exercise price
per share (the "Exercise Price") equal to $0.001. The number of shares of Common
Stock  purchasable  hereunder (the "Warrant  Shares") and the Exercise Price are
subject to adjustment as provided in Section 4 hereof. The term "Warrants" shall
mean this Warrant and the other warrants of the Company issued  pursuant to that
certain Securities Purchase Agreement,  dated as of March __, 2003, by and among
the  Company  and  the  other  signatories  thereto  (the  "Securities  Purchase
Agreement").

<PAGE>


         This  Warrant  is  subject  to  the  following  terms,  provisions  and
conditions:

         1. Manner of Exercise;  Issuance of  Certificates;  Payment for Shares.
Subject to the provisions hereof, including, without limitation, the limitations
contained  in Section 7 hereof,  this  Warrant  may be  exercised  by the holder
hereof,  in whole or in part, by the surrender of this Warrant,  together with a
completed  exercise  agreement  in  the  form  attached  hereto  (the  "Exercise
Agreement"),  to the Company during normal business hours on any business day at
the Company's principal executive offices (or such other office or agency of the
Company as it may designate by notice to the holder hereof),  and (a) payment to
the Company in cash, by certified or official bank check or by wire transfer for
the  account  of the  Company,  of the  Exercise  Price for the  Warrant  Shares
specified  in the  Exercise  Agreement  or (b) if the holder is  effectuating  a
Cashless  Exercise  (as  defined in Section  10 hereof)  pursuant  to Section 10
hereof,  delivery to the Company of a written  notice of an election to effect a
Cashless  Exercise for the Warrant Shares  specified in the Exercise  Agreement.
The  Warrant  Shares so  purchased  shall be  deemed to be issued to the  holder
hereof or such holder's designee,  as the record owner of such shares, as of the
close of business on the date on which this Warrant shall have been surrendered,
the completed  Exercise  Agreement shall have been delivered,  and payment shall
have  been made for such  shares  as set  forth  above or, if such date is not a
business  day,  on the next  succeeding  business  day.  The  Warrant  Shares so
purchased, representing the aggregate number of shares specified in the Exercise
Agreement,  shall (by the Company or through its  transfer  agent) be  delivered
(i.e., deposited with a nationally-recognized  overnight courier service postage
prepaid) to the holder  hereof  within a  reasonable  time,  not  exceeding  two
business  days,  after this Warrant shall have been so exercised  (the "Delivery
Period").  If the Company's  transfer agent is  participating  in the Depository
Trust Company ("DTC") Fast Automated Securities Transfer program, and so long as
the  certificates  therefor do not bear a legend and the holder is not obligated
to return such  certificate for the placement of a legend  thereon,  the Company
shall cause its transfer agent to electronically  transmit the Warrant Shares so
purchased  to the holder by  crediting  the account of the holder or its nominee
with  DTC  through  its  Deposit   Withdrawal  Agent  Commission   system  ("DTC
Transfer").  If  the  aforementioned  conditions  to  a  DTC  Transfer  are  not
satisfied,  the Company shall deliver as provided  herein to the holder physical
certificates  representing the Warrant Shares so purchased.  Further, the holder
may  instruct  the  Company  to  deliver  to the  holder  physical  certificates
representing  the Warrant Shares so purchased in lieu of delivering  such shares
by  way of  DTC  Transfer.  Any  certificates  so  delivered  shall  be in  such
denominations  as may be  reasonably  requested by the holder  hereof,  shall be
registered  in the name of such holder or such other name as shall be designated
by such holder and, following the date on which the resale of the Warrant Shares
has been registered under the Securities Act or the Warrant Shares otherwise may
be sold by the holder pursuant to Rule 144 promulgated  under the Securities Act
(or a successor rule),  shall not bear any restrictive  legend.  If this Warrant
shall have been exercised only in part,  then the Company shall, at its expense,
at the  time of  delivery  of such  certificates,  deliver  to the  holder a new
Warrant  representing  the number of shares with  respect to which this  Warrant
shall not then have been exercised.

         If, at any time, a holder of this  Warrant  submits  this  Warrant,  an
Exercise  Agreement and payment to the Company of the Exercise Price for each of
the Warrant Shares specified in the Exercise Agreement  (including pursuant to a
Cashless Exercise), and the Company fails for any reason to deliver, on or prior
                                      -2-
<PAGE>

to the fourth  business day following the expiration of the Delivery  Period for
such  exercise,  the  number of shares  of Common  Stock to which the  holder is
entitled upon such exercise (an "Exercise Default"),  then the Company shall pay
to the holder payments  ("Exercise Default Payments") for an Exercise Default in
the  amount of (a)  (N/365),  multiplied  by (b) the  amount by which the Market
Price  (as  defined  in  Section  4(j)(iii)  hereof)  on the date  the  Exercise
Agreement  giving rise to the Exercise Default is transmitted in accordance with
this Section 1 (the  "Exercise  Default  Date")  exceeds the  Exercise  Price in
respect of such Warrant Shares, multiplied by (c) the number of shares of Common
Stock the Company failed to so deliver in such Exercise  Default,  multiplied by
(d) .24, where N = the number of days from the Exercise Default Date to the date
that the Company  effects the full  exercise of this Warrant  which gave rise to
the Exercise  Default.  The accrued  Exercise  Default Payment for each calendar
month  shall be paid in cash and shall be made to the holder by the fifth day of
the month  following  the month in which it has  accrued.  Nothing  herein shall
limit the holder's right to pursue actual  damages for the Company's  failure to
maintain a sufficient  number of  authorized  shares of Common Stock as required
pursuant to the terms of Section  3(b) hereof or to  otherwise  issue  shares of
Common Stock upon exercise of this Warrant in accordance  with the terms hereof,
and the holder shall have the right to pursue all  remedies  available at law or
in equity (including a decree of specific performance and/or injunctive relief).

         2. Period of Exercise.  This Warrant shall be  exercisable  at any time
and from time to time during the period beginning on the 120th day following the
date of initial  issuance of this Warrant (the "Issue  Date") and ending at 5:00
p.m.,  New York City  time,  on the  third  anniversary  of the Issue  Date (the
"Exercise  Period").  The Exercise Period shall automatically be extended by one
(1) day for each day on which  the  Company  does not have a number of shares of
Common Stock  reserved for issuance upon  exercise  hereof at least equal to the
number of shares of Common Stock issuable upon exercise hereof.  Notwithstanding
the foregoing,  in the event that the Company (i) has,  within 30 days following
the Issue Date,  entered  into a letter of intent  with a third  party  mutually
agreed upon by the  Company  and the  holders of the  Warrants to be a desirable
strategic  acquisition target for the Company (the "Target"),  providing for the
acquisition  of the Target by the Company  (either by merger,  consolidation  or
asset  acquisition),  and (ii) has,  within 60 days  following  the Issue  Date,
entered into a definitive, legally binding written agreement with the Target, in
the customary form and subject only to customary closing  conditions,  providing
for such  acquisition,  and (iii)  obtains,  within 120 days following the Issue
Date, the Price  Adjustment  Approval (as such term is defined in the Securities
Purchase Agreement),  this Warrant shall terminate and be of no further force or
effect.

         3. Certain Agreements of the Company.  The Company hereby covenants and
agrees as follows:

                  (a) Shares to be Fully Paid.  All Warrant  Shares shall,  upon
         issuance  in  accordance  with the terms of this  Warrant,  be  validly
         issued,  fully paid, and nonassessable and free from all taxes,  liens,
         claims and encumbrances.

                  (b)  Reservation of Shares.  During the Exercise  Period,  the
         Company  shall at all  times  have  authorized,  and  reserved  for the
         purpose of issuance upon exercise of this Warrant,  a sufficient number
         of shares of Common  Stock to provide for the  exercise in full of this
         Warrant (without giving effect to the limitations on exercise set forth
         in Section 7(g) hereof).

                                      -3-
<PAGE>

                  (c) Listing.  The Company shall promptly secure the listing of
         the shares of Common Stock  issuable upon exercise of this Warrant upon
         each national  securities  exchange or automated  quotation  system, if
         any, upon which shares of Common Stock become listed or quoted (subject
         to official notice of issuance upon exercise of this Warrant) and shall
         maintain,  so long as any  other  shares of  Common  Stock  shall be so
         listed or quoted,  such listing of all shares of Common Stock from time
         to time  issuable  upon the exercise of this  Warrant;  and the Company
         shall  so  list on  each  national  securities  exchange  or  automated
         quotation  system,  as the case may be, and shall maintain such listing
         of, any other shares of capital stock of the Company  issuable upon the
         exercise of this Warrant if and so long as any shares of the same class
         shall be  listed  or quoted on such  national  securities  exchange  or
         automated quotation system.

                  (d) Certain  Actions  Prohibited.  The  Company  shall not, by
         amendment  of its  charter or through any  reorganization,  transfer of
         assets,   consolidation,   merger,   dissolution,   issue  or  sale  of
         securities,  or any other voluntary action,  avoid or seek to avoid the
         observance  or  performance  of any  of the  terms  to be  observed  or
         performed by it hereunder,  but shall at all times in good faith assist
         in the  carrying out of all the  provisions  of this Warrant and in the
         taking of all such action as may  reasonably be requested by the holder
         of this Warrant in order to protect the economic benefit inuring to the
         holder hereof and the exercise  privilege of the holder of this Warrant
         against  dilution or other  impairment,  consistent  with the tenor and
         purpose  of  this  Warrant.  Without  limiting  the  generality  of the
         foregoing,  the  Company  (i) shall not  increase  the par value of any
         shares of Common  Stock  receivable  upon the  exercise of this Warrant
         above the Exercise  Price then in effect,  and (ii) shall take all such
         actions as may be  necessary or  appropriate  in order that the Company
         may validly and legally  issue fully paid and  nonassessable  shares of
         Common Stock upon the exercise of this Warrant.

                  (e) Successors and Assigns. This Warrant shall be binding upon
         any entity  succeeding  to the  Company by  merger,  consolidation,  or
         acquisition of all or substantially all of the Company's assets.

                  (f) Blue Sky Laws. The Company shall, on or before the date of
         issuance of any Warrant Shares,  take such actions as the Company shall
         reasonably  determine are necessary to qualify the Warrant  Shares for,
         or obtain  exemption for the Warrant  Shares for, sale to the holder of
         this Warrant upon the exercise  hereof under  applicable  securities or
         "blue sky" laws of the states of the United  States,  and shall provide
         evidence  of any such  action so taken to the  holder  of this  Warrant
         prior to such date;  provided,  however,  that the Company shall not be
         required  in  connection  therewith  or as a  condition  thereto to (i)
         qualify to do business in any jurisdiction where it would not otherwise
         be required to qualify but for this Section 3(f),  (ii) subject  itself
         to general  taxation in any such  jurisdiction  or (iii) file a general
         consent to service of process in any such jurisdiction.

         4. Antidilution  Provisions.  During the Exercise Period,  the Exercise
Price and the number of Warrant Shares  issuable  hereunder  shall be subject to
adjustment from time to time as provided in this Section 4.

         (a) [Intentionally Omitted.]

                                      -4-
<PAGE>


         (b) Subdivision or Combination of Common Stock. If the Company,  at any
time during the Exercise Period, subdivides (by any stock split, stock dividend,
recapitalization,  reorganization,  reclassification or otherwise) its shares of
Common Stock into a greater number of shares, then, after the date of record for
effecting such  subdivision,  the Exercise Price in effect  immediately prior to
such subdivision shall be proportionately  reduced.  If the Company, at any time
during the Exercise Period, combines (by reverse stock split,  recapitalization,
reorganization, reclassification or otherwise) its shares of Common Stock into a
smaller  number of shares,  then,  after the date of record for  effecting  such
combination,  the Exercise Price in effect immediately prior to such combination
shall be proportionately increased.

         (c) Consolidation,  Merger or Sale. In case of any consolidation of the
Company  with,  or merger of the Company into,  any other  corporation  or other
entity,  or in case of any sale or conveyance of all or substantially all of the
assets  of the  Company  other  than  in  connection  with a  plan  of  complete
liquidation  of the Company at any time during the  Exercise  Period,  then as a
condition  of  such  consolidation,  merger  or  sale  or  conveyance,  adequate
provision  shall be made  whereby  the  holder  hereof  shall  have the right to
acquire  and  receive  upon  exercise  of this  Warrant in lieu of the shares of
Common  Stock  immediately  theretofore  acquirable  upon the  exercise  of this
Warrant,  such shares of stock,  securities,  cash or assets as may be issued or
payable  with respect to or in exchange for the number of shares of Common Stock
immediately  theretofore acquirable and receivable upon exercise of this Warrant
had this Warrant been exercised immediately prior to such consolidation,  merger
or sale or  conveyance.  In any such case,  the Company  shall make  appropriate
provision to insure that the provisions of this Section 4 hereof will thereafter
be  applicable  as  nearly  as may be in  relation  to any  shares  of  stock or
securities thereafter deliverable upon the exercise of this Warrant. The Company
shall not effect any consolidation, merger or sale or conveyance unless prior to
the consummation  thereof,  the successor  corporation or other entity (if other
than the  Company)  assumes by written  instrument  the  obligations  under this
Warrant  and the  obligations  to deliver to the holder  hereof  such  shares of
stock,  securities,  cash  or  assets  as,  in  accordance  with  the  foregoing
provisions,  the  holder  may  be  entitled  to  acquire.   Notwithstanding  the
foregoing,  in the event of any  consolidation of the Company with, or merger of
the  Company  into,  any  other  corporation  or  other  entity,  or the sale or
conveyance of all or substantially all of the assets of the Company, at any time
during the Exercise  Period,  the holder hereof shall,  at its option,  have the
right to receive, in connection with such transaction,  cash consideration equal
to the fair  market  value of this  Warrant as  determined  in  accordance  with
customary valuation methodology used in the investment banking industry.

         (d)  Distribution of Assets.  In case the Company shall declare or make
any  distribution  of its assets (or rights to acquire its assets) to holders of
Common  Stock as a partial  liquidating  dividend,  stock  repurchase  by way of
return of capital or otherwise  (including any dividend or  distribution  to the
Company's  stockholders  of cash or shares  (or  rights to  acquire  shares)  of
capital  stock of a  subsidiary)  (a  "Distribution"),  at any time  during  the
Exercise Period,  then the holder hereof shall be entitled upon exercise of this
Warrant  for the  purchase of any or all of the shares of Common  Stock  subject
hereto,  to receive the amount of such assets (or rights)  which would have been
payable to the holder had such  holder  been the holder of such shares of Common
Stock on the record date for the determination of stockholders  entitled to such
Distribution.  If the Company distributes rights, warrants, options or any other
form of  convertible  securities  and the  right to  exercise  or  convert  such
                                      -5-
<PAGE>

securities  would expire in accordance  with their terms prior to the expiration
of the Exercise  Period,  then the terms of such  securities  shall provide that
such exercise or convertibility right shall remain in effect until 30 days after
the date the holder  hereof  receives such  securities  pursuant to the exercise
hereof.

         (e)  Adjustment  in  Number of  Shares.  Upon  each  adjustment  of the
Exercise  Price  pursuant  to the  provisions  of this  Section 4, the number of
shares of Common  Stock  issuable  upon  exercise  of this  Warrant at each such
Exercise  Price shall be adjusted by  multiplying a number equal to the Exercise
Price in effect  immediately prior to such adjustment by the number of shares of
Common  Stock  issuable  upon  exercise of this Warrant at such  Exercise  Price
immediately prior to such adjustment and dividing the product so obtained by the
adjusted Exercise Price.

         (f) Additional Adjustment Provisions. The following provisions shall be
applicable to the making of  adjustments in the Exercise Price and the number of
Warrant Shares pursuant to this Section 4:

                  (i) Any  obligation,  agreement or undertaking to issue shares
         of Common Stock or Common Stock  Equivalents  at any time in the future
         shall  be  deemed  to be an  issuance  at  the  time  such  obligation,
         agreement or undertaking is made or arises.

                  (ii) No  adjustment  of the  Exercise  Price or the  number of
         Warrant  Shares  shall  be made  pursuant  to this  Section  4 upon the
         issuance  of any  shares  of  Common  Stock  that are  issued  upon the
         exercise,  conversion or exchange of any Common Stock  Equivalents  for
         which an  adjustment  has already been made pursuant to this Section 4.
         Should the Net  Consideration Per Share of any Common Stock Equivalents
         for which an  adjustment  has been made  pursuant to this Section 4 (or
         would  have  been  made   pursuant  to  this  Section  4  had  the  Net
         Consideration Per Share of such Common Stock Equivalents been less than
         the Exercise Price in effect  immediately prior to the issuance or sale
         thereof) be  decreased  from time to time other than as a result of the
         application of anti-dilution  provisions  substantially  similar to the
         provisions of this Section 4, then, upon the effectiveness of each such
         change,  the Exercise  Price and the number of Warrant  Shares shall be
         readjusted  to  that  which  would  have  been  obtained  (A)  had  the
         adjustments  made  pursuant to this Section 4 upon the issuance of such
         Common  Stock  Equivalents  been  made  upon  the  basis of the new Net
         Consideration Per Share of such Common Stock  Equivalents,  and (B) had
         the  adjustments  made to the Exercise  Price and the number of Warrant
         Shares since the date of issuance of such Common Stock Equivalents been
         made to such  Exercise  Price  and the  number  of  Warrant  Shares  as
         adjusted pursuant to clause (A) above.

                  (iii) In the event any shares of Common  Stock or Common Stock
         Equivalents  are issued or sold without  consideration,  such shares of
         Common Stock or Common Stock  Equivalents  shall be deemed to have been
         issued or sold for a  consideration  of $0.0001 per share.

                 (iv) In the  event  that  all  or any part of the consideration
          received  or  paid  by  the  Company  in  connection  with  any of the
          transactions  described  in  this Section 4 consists of property other

                                      -6-
<PAGE>


          than  cash,  such  consideration shall be deemed to have a fair market
          value  as  is  reasonably  determined  in  good  faith by the Board of
          Directors  of  the  Company  in  a manner reasonably acceptable to the
          holder  of  this  Warrant.

                  (v) All calculations under this Section 4 shall be made to the
         nearest  1/100th of a cent or 1/10,000th of a share of Common Stock, as
         the  case  may  be.  No   adjustment   to  the  Exercise   Price  (and,
         correspondingly,  to the number of Warrant  Shares)  shall be  required
         unless such  adjustment  (plus any  adjustments  not previously made by
         reason of this Section  4(f)(v))  would require an increase or decrease
         of at least 1% in such  Exercise  Price;  provided,  however,  that any
         adjustment(s)  that by reason of this Section  4(f)(v) are not required
         to be made shall be carried  forward  and taken into  account  upon the
         earlier of (A) any  subsequent  adjustment  or (B) any exercise of this
         Warrant.

                  (vi)  Notwithstanding  any other provision of this Warrant, no
         adjustment  to the  Exercise  Price  shall be made to the  extent  such
         adjustment  would reduce the Exercise  Price below the par value of the
         Common Stock.

                  (vii) No  adjustment  to the Exercise  Price shall be made (A)
         upon the exercise of any warrants,  options or  convertible  securities
         issued and  outstanding on the Issue Date that are set forth in Section
         3(c) of the Disclosure Schedule to the Securities Purchase Agreement in
         accordance  with the terms of such securities as of the Issue Date; (B)
         upon the grant or exercise of any stock or options  which may hereafter
         be granted to or  exercised  by any  employee,  director or  consultant
         under any  employee  benefit  plan of the Company now existing or to be
         implemented  in the  future,  so long as the  issuance of such stock or
         options is  approved  by a majority  of the Board of  Directors  of the
         Company or a majority  of the members of a  committee  of  non-employee
         directors  established  for such  purpose;  (C) upon  conversion of the
         Notes (as defined herein) or exercise of the Warrants; (D) the issuance
         of securities in connection  with strategic  business  partnerships  or
         joint  ventures,  the  primary  purpose  of  which,  in the  reasonable
         judgment of the Board of Directors, is not to raise additional capital;
         or (E) the issuance of securities  pursuant to any equipment  financing
         from a bank or similar financial or lending institution approved by the
         Board of Directors.

         (g)  Notice of  Adjustment.  Upon the  occurrence  of any  event  which
requires any adjustment of the Exercise Price,  then, and in each such case, the
Company shall give notice thereof to the holder hereof, which notice shall state
the Exercise Price  resulting from such  adjustment and the increase or decrease
in the number of Warrant Shares purchasable at such price upon exercise, setting
forth in reasonable  detail the method of  calculation  and the facts upon which
such  calculation  is based.  Such  calculation  shall be certified by the chief
financial officer of the Company.

         (h) Other Notices. In case at any time:

                  (i) the Company  shall  declare any  dividend  upon the Common
         Stock  payable  in  shares  of  stock of any  class  or make any  other
         distribution (other than dividends or distributions payable in cash out
         of retained earnings  consistent with the Company's past practices with
         respect to declaring dividends and making distributions) to the holders
         of the Common Stock;

                                      -7-
<PAGE>


                  (ii) the Company shall offer for  subscription pro rata to the
         holders of the Common Stock any additional shares of stock of any class
         or other rights;

                  (iii)  there  shall  be  any  capital  reorganization  of  the
         Company,  or  reclassification of the Common Stock, or consolidation or
         merger of the Company with or into, or sale of all or substantially all
         of its assets to, another corporation or entity; or

                  (iv) there shall be a voluntary  or  involuntary  dissolution,
         liquidation or winding-up of the Company;  then, in each such case, the
         Company shall give to the holder of this Warrant (A) notice of the date
         or  estimated  date on which the books of the Company  shall close or a
         record  shall be taken for  determining  the  holders  of Common  Stock
         entitled to receive any such dividend,  distribution,  or  subscription
         rights or for  determining the holders of Common Stock entitled to vote
         in respect of any such reorganization, reclassification, consolidation,
         merger,  sale,  dissolution,  liquidation  or winding-up and (B) in the
         case  of  any  such  reorganization,  reclassification,  consolidation,
         merger,  sale,  dissolution,  liquidation or winding-up,  notice of the
         date (or,  if not then  known,  a  reasonable  estimate  thereof by the
         Company) when the same shall take place. Such notice shall also specify
         the date on which the  holders of Common  Stock  shall be  entitled  to
         receive  such  dividend,  distribution,  or  subscription  rights or to
         exchange  their Common Stock for stock or other  securities or property
         deliverable upon such reorganization, reclassification,  consolidation,
         merger, sale, dissolution,  liquidation, or winding-up, as the case may
         be. Such notice shall be given at least  fifteen (15) days prior to the
         record  date or the date on which the  Company's  books  are  closed in
         respect thereto.  Failure to give any such notice or any defect therein
         shall not affect the validity of the proceedings referred to in clauses
         (i), (ii),  (iii) and (iv) above.  Notwithstanding  the foregoing,  the
         Company shall publicly  disclose the substance of any notice  delivered
         hereunder prior to delivery of such notice to the holder hereof.

         (i) Certain  Events.  If, at any time during the Exercise  Period,  any
event  occurs of the type  contemplated  by the  adjustment  provisions  of this
Section 4 but not expressly  provided for by such provisions,  the Company shall
give notice of such event as provided in Section 4(g) hereof, and an appropriate
adjustment in the Exercise  Price and the number of Warrant Shares shall be made
so that the rights of the holder  shall be neither  enhanced nor  diminished  by
such event.

         (j) Certain Definitions.

                  (i) "Common Stock" shall include, for purposes of this Section
         4, the Common  Stock and any  additional  class of stock of the Company
         having no preference as to dividends or  distributions  on liquidation,
         provided  that the shares  purchasable  pursuant to this Warrant  shall
         include  only  Common  Stock  in  respect  of  which  this  Warrant  is
         exercisable, or shares resulting from any subdivision or combination of
         such   Common   Stock,   or  in  the   case   of  any   reorganization,
         reclassification,  consolidation,  merger,  or  sale  of the  character
         referred to in Section 4(c) hereof,  the stock or other  securities  or
         property provided for in such Section.

                  (ii)  "Common  Stock  Equivalent"  shall mean (A) any security
         convertible,  with or  without  consideration,  into any  Common  Stock
         (including  any  option,  warrant or other  right to  subscribe  for or
         purchase  such a  security),  (B) any  security  carrying  any  option,
                                      -8-
<PAGE>

         warrant or other right to subscribe  for or purchase any Common  Stock,
         or (C) any such option, warrant or other right.

                  (iii)  "Market  Price"  shall  mean,  as of any date,  (A) the
         average of the closing  sales  prices for the shares of Common Stock on
         the Nasdaq  National Market or other trading market where such security
         is listed or traded as reported by  Bloomberg  Financial  Markets (or a
         comparable  reporting  service of national  reputation  selected by the
         Company and reasonably acceptable to the holders if Bloomberg Financial
         Markets  is  not  then   reporting   sales  prices  of  such  security)
         (collectively,  "Bloomberg") for the ten (10) consecutive  trading days
         immediately  preceding such date, or (B) if the Nasdaq  National Market
         is not the principal trading market for the shares of Common Stock, the
         average of the  reported  sales  prices  reported by  Bloomberg  on the
         principal  trading  market for the Common Stock during the same period,
         or, if there is no sales  price for such  period,  the last sales price
         reported by Bloomberg  for such period,  or (C) if the foregoing do not
         apply,  the last sales price of such  security in the  over-the-counter
         market  on the pink  sheets or  bulletin  board  for such  security  as
         reported by  Bloomberg,  or if no sales  price is so reported  for such
         security, the last bid price of such security as reported by Bloomberg,
         or (D) if market value cannot be  calculated  as of such date on any of
         the foregoing  bases, the Market Price shall be the average fair market
         value as reasonably  determined by an investment  banking firm selected
         by the Company and reasonably  acceptable to the holder, with the costs
         of the appraisal to be borne by the Company.  The manner of determining
         the  Market  Price of the  Common  Stock  set  forth  in the  foregoing
         definition shall apply with respect to any other security in respect of
         which a determination as to market value must be made hereunder.

                  (iv) "Net  Consideration Per Share" shall mean, in determining
         the amount of consideration  received and/or  receivable by the Company
         for any Common Stock issued upon the  conversion,  exercise or exchange
         of any Common  Stock  Equivalents,  the  amount  equal to (A) the total
         amount  of  consideration,  if any,  received  by the  Company  for the
         issuance of such Common Stock  Equivalents  plus (B) the minimum amount
         of  consideration,  if any,  payable to the  Company  upon  conversion,
         exercise or exchange thereof, divided by the aggregate number of shares
         of  Common  Stock  that  would  be  issued  if all  such  Common  Stock
         Equivalents   were   converted,   exercised  or   exchanged.   The  Net
         Consideration  Per Share  receivable by the Company shall be determined
         in each instance as of the date of issuance of Common Stock Equivalents
         without giving effect to any possible  future upward price  adjustments
         or rate  adjustments that may be applicable with respect to such Common
         Stock Equivalents.

                  (v) "Notes" shall mean the convertible promissory notes issued
         and sold by the Company pursuant to the Securities Purchase Agreement.

                  (vi) The term  "trading  day"  shall mean any day on which the
         principal United States securities exchange or trading market where the
         Common Stock is then listed is open for trading.

         5. Issue Tax. The issuance of certificates  for Warrant Shares upon the
exercise  of this  Warrant  shall be made  without  charge to the holder of this
Warrant or such shares for any issuance  tax or other costs in respect  thereof,
provided  that the  Company  shall not be  required  to pay any tax which may be
                                      -9-
<PAGE>

payable in respect of any transfer  involved in the issuance and delivery of any
certificate in a name other than the holder of this Warrant.

         6. No Rights or Liabilities  as a  Stockholder.  This Warrant shall not
entitle the holder  hereof to any voting rights or other rights as a stockholder
of the  Company.  No provision of this  Warrant,  in the absence of  affirmative
action by the holder hereof to purchase Warrant Shares,  and no mere enumeration
herein of the rights or privileges of the holder hereof,  shall give rise to any
liability  of such  holder for the  Exercise  Price or as a  stockholder  of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the Company.

         7. Transfer, Exchange and Replacement of Warrant.

                  (a)  Restriction  on  Transfer.  This  Warrant  and the rights
         granted to the holder  hereof  are  transferable,  in whole or in part,
         upon  surrender  of this  Warrant,  together  with a properly  executed
         assignment in the form attached hereto,  at the office or agency of the
         Company referred to in Section 7(e) below, provided,  however, that any
         transfer or assignment  shall be subject to the conditions set forth in
         Sections 7(f) and (g) hereof. Until due presentment for registration of
         transfer  on the  books of the  Company,  the  Company  may  treat  the
         registered  holder  hereof  as the  owner  and  holder  hereof  for all
         purposes,  and the  Company  shall not be affected by any notice to the
         contrary.

                  (b) Warrant  Exchangeable  for Different  Denominations.  This
         Warrant is exchangeable, upon the surrender hereof by the holder at the
         office or agency of the Company  referred to in Section 7(e) below, for
         new warrants of like tenor of different  denominations  representing in
         the  aggregate  the right to  purchase  the  number of shares of Common
         Stock which may be  purchased  hereunder,  each of such new warrants to
         represent  the right to purchase such number of shares (at the Exercise
         Price therefor) as shall be designated by the holder hereof at the time
         of such surrender,  and all such warrants  thereafter  constituting the
         Warrant referenced herein.

                  (c)   Replacement   of  Warrant.   Upon  receipt  of  evidence
         reasonably satisfactory to the Company of the loss, theft, destruction,
         or mutilation of this Warrant and, in the case of any such loss, theft,
         or  destruction,  upon  delivery of an indemnity  agreement  reasonably
         satisfactory in form and amount to the Company,  or, in the case of any
         such mutilation,  upon surrender and cancellation of this Warrant,  the
         Company, at its expense,  shall execute and deliver, in lieu thereof, a
         new Warrant of like tenor.

                  (d) Cancellation;  Payment of Expenses.  Upon the surrender of
         this Warrant in connection with any transfer,  exchange, or replacement
         as provided in this Section 7, this Warrant shall be promptly  canceled
         by the Company.  The Company shall pay all taxes (other than securities
         transfer taxes) and all other expenses  (other than legal expenses,  if
         any,  incurred by the Holder or  transferees)  and  charges  payable in
         connection with the preparation, execution, and delivery of any Warrant
         pursuant to this Section 7.

                  (e) Warrant  Register.  The  Company  shall  maintain,  at its
         principal  executive  offices  (or such  other  office or agency of the
         Company as it may designate by notice to the holder hereof), a register
         for this  Warrant,  in which  the  Company  shall  record  the name and
                                      -10-
<PAGE>

         address of the person in whose name this  Warrant has been  issued,  as
         well as the name and address of each transferee and each prior owner of
         this Warrant.

                  (f) Exercise or Transfer Without Registration. If, at the time
         of the  surrender  of this  Warrant in  connection  with any  exercise,
         transfer, or exchange of this Warrant, this Warrant (or, in the case of
         any exercise,  the Warrant  Shares  issuable  hereunder),  shall not be
         registered   under  the  Securities  Act  and  under  applicable  state
         securities or blue sky laws, the Company may require, as a condition of
         allowing such exercise,  transfer, or exchange,  (i) that the holder or
         transferee of this Warrant,  as the case may be, furnish to the Company
         a written opinion of counsel (which opinion shall be in form, substance
         and scope customary for opinions of counsel in comparable transactions)
         to the effect that such  exercise,  transfer,  or exchange  may be made
         without  registration  under the  Securities  Act and under  applicable
         state  securities or blue sky laws (the cost of which shall be borne by
         the Company if the Company's  counsel renders such an opinion and up to
         $500 of such cost shall be borne by the Company if the holder's counsel
         is  requested  to  render  such  opinion),  (ii)  that  the  holder  or
         transferee  execute and deliver to the Company an investment  letter in
         form  and  substance  acceptable  to the  Company  and  (iii)  that the
         transferee  be an  "accredited  investor"  as  defined  in Rule  501(a)
         promulgated under the Securities Act; provided,  however,  that no such
         opinion,  letter,  or  status  as an  "accredited  investor"  shall  be
         required in connection  with a transfer  pursuant to Rule 144 under the
         Securities Act.

                  (g)  Additional  Restrictions  on Exercise or Transfer.  In no
         event shall the holder hereof have the right to exercise any portion of
         this Warrant for shares of Common Stock or to dispose of any portion of
         this  Warrant to the extent that such right to effect such  exercise or
         disposition  would  result  in the  holder  or  any  of its  affiliates
         together  beneficially owning more than 4.99% of the outstanding shares
         of  Common  Stock.  For  purposes  of  this  Section  7(g),  beneficial
         ownership  shall be determined in accordance  with Section 13(d) of the
         Securities  Exchange  Act of 1934,  as amended,  and  Regulation  13D-G
         thereunder.  The restriction  contained in this Section 7(g) may not be
         altered,  amended,  deleted or changed in any manner  whatsoever unless
         the holders of a majority of the outstanding shares of Common Stock and
         the  holder  hereof  shall  approve,   in  writing,   such  alteration,
         amendment, deletion or change.

         8. No Fractional Shares. No fractional shares of Common Stock are to be
issued upon the  exercise  of this  Warrant,  but the  Company  shall pay a cash
adjustment in respect of any fractional  share which would otherwise be issuable
in an amount equal to the same fraction of the Market Price of a share of Common
Stock on the date of such exercise.

         9.  Notices.  Any notices  required or  permitted to be given under the
terms of this  Warrant  shall be sent by certified  or  registered  mail (return
receipt  requested)  or  delivered  personally  or by  courier  or by  confirmed
telecopy,  and shall be effective  five days after being placed in the mail,  if
mailed,  or upon receipt or refusal of receipt,  if delivered  personally  or by
courier,  or by  confirmed  telecopy,  in each case  addressed  to a party.  The
addresses for such communications shall be:

                  (a) If to the Company:

                                      -11-
<PAGE>

                           P-Com, Inc.
                           3175 South Winchester Blvd.
                           Campbell, CA 95008
                           Telephone: (408) 866-3666
                           Facsimile:  (408) 874-4461
                           Attention:  Chief Executive Officer

                  (b) If to the holder,  at such  address as such  holder  shall
         have  provided in writing to the Company,  or at such other  address as
         such holder  furnishes by notice given in accordance  with this Section
         9.

         10. Cashless Exercise. This Warrant may be exercised at any time during
the Exercise Period by presentation and surrender of this Warrant to the Company
at its  principal  executive  offices  with a  written  notice  of the  holder's
intention to effect a cashless  exercise,  including a calculation of the number
of shares of Common Stock to be issued upon such exercise in accordance with the
terms hereof (a "Cashless  Exercise").  In the event of a Cashless Exercise,  in
lieu of paying the  Exercise  Price in cash,  the holder  shall  surrender  this
Warrant for that number of shares of Common Stock  determined by multiplying the
number of Warrant Shares to which it would  otherwise be entitled by a fraction,
the numerator of which shall be the  difference  between the then current Market
Price of a share of the Common  Stock on the date of exercise  and the  Exercise
Price,  and the  denominator of which shall be the then current Market Price per
share of Common Stock.

         11.  Indemnification  by Company.  The Company  shall hold harmless and
indemnify the holder of this Warrant from and against,  and shall compensate and
reimburse such holder for, any damages which are directly or indirectly suffered
or incurred by such holder or to which such holder may otherwise  become subject
(regardless of whether or not such damages relate to any third-party  claim) and
which arise from or as a result of, or are directly or indirectly connected with
any breach of any of the Company's  covenants set forth herein.  In the event of
the  assertion or  commencement  by any person of any claim or legal  proceeding
with  respect to which the holder may have  indemnification  rights  pursuant to
this  Section  11, the holder  shall  promptly  notify  the  Company  thereof in
writing,  but the failure to so notify the Company  shall not limit the holder's
rights  to  indemnification   hereunder,   except  to  the  extent  the  Company
demonstrates  that the defense of such action is prejudiced by the failure to so
give such notice.

         12. Miscellaneous.

         (a) Governing Law; Jurisdiction.  This Warrant shall be governed by and
construed  in  accordance  with the laws of the State of  Delaware.  The Company
irrevocably consents to the jurisdiction of the United States federal courts and
state courts located in the State of Delaware in any suit or proceeding based on
or arising under this Warrant and irrevocably  agrees that all claims in respect
of such  suit or  proceeding  may be  determined  in such  courts.  The  Company
irrevocably  waives any  objection  to the laying of venue and the defense of an
inconvenient  forum to the  maintenance of such suit or proceeding.  The Company
further  agrees that service of process upon the Company  mailed by certified or
registered  mail shall be deemed in every respect  effective  service of process
upon the Company in any such suit or proceeding. Nothing herein shall affect the
holder's  right to serve  process  in any other  manner  permitted  by law.  The
Company  agrees  that a  final  non-appealable  judgment  in any  such  suit  or
proceeding  shall be conclusive  and may be enforced in other  jurisdictions  by
suit on such judgment or in any other lawful manner.

                                      -12-
<PAGE>

         (b)  Amendment  and Waiver.  Except as provided in Section 7(g) hereof,
this Warrant and any  provision  hereof may only be amended by an  instrument in
writing signed by the Company and the holder hereof. The failure of any party to
enforce any of the  provisions of this Warrant shall in no way be construed as a
waiver  of such  provisions  and  shall  not  affect  the  right  of such  party
thereafter  to enforce each and every  provision  of this Warrant in  accordance
with its terms.

         (c) Prevailing Party's Costs and Expenses.  The prevailing party in any
mediation,  arbitration  or legal  action to enforce or  interpret  this Warrant
shall be  entitled  to  recover  from the  non-prevailing  party  all  costs and
expenses,  including  reasonable  attorneys'  fees,  incurred  in such action or
proceeding.

         (d) Construction. Whenever the context requires, the gender of any word
used in this Warrant includes the masculine,  feminine or neuter, and the number
of any word  includes  the  singular  or plural.  Unless the  context  otherwise
requires, all references to articles and sections refer to articles and sections
of this  Warrant,  and all  references  to schedules  are to schedules  attached
hereto,  each of which is made a part hereof for all purposes.  The  descriptive
headings of the several  Sections of this  Warrant are  inserted for purposes of
reference  only, and shall not affect the meaning or  construction of any of the
provisions hereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -13-
<PAGE>


         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer.

                                     P-COM, INC.


                                     By:_______________
                                     Name:
                                     Title:

<PAGE>

                           FORM OF EXERCISE AGREEMENT

         (To be Executed by the Holder in order to Exercise the Warrant)

To:      P-Com, Inc.
         3175 South Winchester Blvd.
         Campbell, CA 95008
         Attention:  Chief Executive Officer

         The  undersigned  hereby  irrevocably  exercises  the right to purchase
_____________ shares of the Common Stock of P-Com, Inc., a corporation organized
under  the laws of the  State of  Delaware  (the  "Company"),  evidenced  by the
attached Warrant, and herewith [makes payment of the Exercise Price with respect
to such  shares in  full][elects  to effect a Cashless  Exercise  (as defined in
Section  10 of  such  Warrant)],  all in  accordance  with  the  conditions  and
provisions of said Warrant.

         The  undersigned  agrees  not to offer,  sell,  transfer  or  otherwise
dispose of any Common Stock  obtained on exercise of the  Warrant,  except under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended, or any state securities laws. The undersigned  represents that it is
an "accredited  investor" as that term is defined in Rule 501(a) of Regulation D
under the Securities Act of 1933, as amended.

|_|      The  undersigned  requests that the Company cause its transfer agent to
         electronically  transmit  the Common  Stock  issuable  pursuant to this
         Exercise  Agreement  to the account of the  undersigned  or its nominee
         (which is  _________________)  with DTC through its Deposit  Withdrawal
         Agent Commission System ("DTC  Transfer"),  provided that such transfer
         agent  participates  in the  DTC  Fast  Automated  Securities  Transfer
         program.

|_|      In lieu of receiving  the shares of Common Stock  issuable  pursuant to
         this Exercise Agreement by way of DTC Transfer,  the undersigned hereby
         requests that the Company cause its transfer agent to issue and deliver
         to the undersigned  physical  certificates  representing such shares of
         Common Stock.

         The undersigned  requests that a Warrant  representing  any unexercised
portion hereof be issued, pursuant to the Warrant, in the name of the Holder and
delivered to the undersigned at the address set forth below:

Dated: ___________                    ______________________
                                       Signature of Holder

                                      _______________________
                                       Name of Holder (Print)

                              Address:  _____________________
                                        _____________________
                                        _____________________



<PAGE>

                               FORM OF ASSIGNMENT


         FOR  VALUE  RECEIVED,   the  undersigned  hereby  sells,  assigns,  and
transfers  all the  rights of the  undersigned  under the within  Warrant,  with
respect  to the  number  of shares of Common  Stock  covered  thereby  set forth
hereinbelow, to:

Name of Assignee                    Address                       No. of Shares
------------------                  -------                       -------------





and       hereby        irrevocably        constitutes        and       appoints
_____________________________________  as agent and attorney-in-fact to transfer
said Warrant on the books of the  within-named  corporation,  with full power of
substitution in the premises.


Dated: _____________________, ____

In the presence of

__________________
                       Name: ___________________________________


                       Signature:   ____________________________
                       Title of Signing Officer or Agent (if any):

                       Address: ________________________________
                                ________________________________
                                ________________________________



                       Note:    The  above   signature   should   correspond
                                exactly  with  the  name on the  face of the
                                within Warrant.




<PAGE>

</TEXT>
</DOCUMENT>
