P COM INC
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>ex-10_2.txt
<TEXT>

                          REGISTRATION RIGHTS AGREEMENT

         This  REGISTRATION  RIGHTS  AGREEMENT (this  "AGREEMENT"),  dated as of
October 3, 2003, is made by and among P-Com, Inc., a corporation organized under
the laws of the State of Delaware (the "COMPANY"), and the undersigned (together
with their affiliates, the "INITIAL INVESTORS").

                                   BACKGROUND

         A. In connection with that certain Securities  Purchase Agreement dated
as of even date herewith by and among the Company and the Initial Investors (the
"SECURITIES  PURCHASE  AGREEMENT"),  the Company has agreed,  upon the terms and
subject to the conditions  contained  therein,  to issue and sell to the Initial
Investors (i) shares of the Company's Series C Convertible  Preferred Stock, par
value  $0.0001 per share (the  "PREFERRED  STOCK"),  that are  convertible  into
shares of the Company's  common stock,  par value $0.0001 per share (the "COMMON
STOCK"),  upon the terms and subject to the limitations and conditions set forth
in the Certificate of Designation,  Rights and Preferences  with respect to such
Preferred  Stock (the  "CERTIFICATE  OF  DESIGNATION"),  and (ii) Series C-1 and
Series C-2 Stock Purchase  Warrants  (collectively,  the  "WARRANTS") to acquire
shares of Common Stock.  The shares of Common Stock issuable upon  conversion of
or  otherwise  pursuant  to the  Preferred  Stock are  referred to herein as the
"CONVERSION  SHARES" and the shares of Common Stock issuable upon exercise of or
otherwise  pursuant  to the  Warrants  are  referred  to herein as the  "WARRANT
SHARES."

         B.  To  induce  the  Initial  Investors  to  execute  and  deliver  the
Securities Purchase Agreement,  and to consummate the transactions  contemplated
thereby, the Company has agreed to provide certain registration rights under the
Securities Act of 1933, as amended, and the rules and regulations thereunder, or
any  similar  successor  statute  (collectively,   the  "SECURITIES  ACT"),  and
applicable state securities laws.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  the Company and the
Initial Investors hereby agree as follows:

1. DEFINITIONS.

         (a) As used in this  Agreement,  the  following  terms  shall  have the
following meanings:

                  (i)   "INVESTORS"   means  the  Initial   Investors   and  any
transferees  or assignees  who agree to become bound by the  provisions  of this
Agreement in accordance with Section 9 hereof.

                  (ii) "REGISTER,"  "REGISTERED," and "REGISTRATION"  refer to a
registration  effected  by  preparing  and filing a  Registration  Statement  or
Statements in compliance  with the Securities Act and pursuant to Rule 415 under
the Securities Act or any successor rule providing for offering  securities on a
continuous  basis ("RULE 415"), and the declaration or ordering of effectiveness
of such  Registration  Statement by the United  States  Securities  and Exchange
Commission (the "SEC").


<PAGE>

                  (iii)  "REGISTRABLE   SECURITIES"  means  (a)  the  Conversion
Shares,  (b) the  Warrant  Shares,  and (c) any shares of  capital  stock of the
Company issued or issuable, from time to time, as a dividend or distribution on,
or in exchange for or  replacement  of, or otherwise  with respect to any of the
foregoing  (including  the  Preferred  Stock and  Warrants),  whether as default
payments, on account of anti-dilution or other adjustments or otherwise.

                  (iv) "REGISTRATION  STATEMENT" means a registration  statement
of the Company under the Securities Act.

         (b)  Capitalized  terms used herein and not  otherwise  defined  herein
shall  have  the  respective  meanings  set  forth  in the  Securities  Purchase
Agreement.

2. REGISTRATION.

         (a) MANDATORY REGISTRATION. The Company shall prepare promptly and file
with the SEC as soon as  practicable,  but in no event later than the earlier of
(i) the fifth (5th) business day following the date of the Company's 2003 Annual
Meeting of Stockholders  (currently  expected to occur in November 2003) or (ii)
the one hundredth (100th) day following the date hereof (as the case may be, the
"FILING  DATE"),  a  Registration  Statement on Form S-1 (or, if Form S-1 is not
then available,  on such form of Registration  Statement as is then available to
effect a  registration  of all of the  Registrable  Securities,  subject  to the
consent of the Initial  Investors)  covering the resale of at least  198,162,517
Registrable  Securities.  The  Registration  Statement filed  hereunder,  to the
extent allowable under the Securities Act and the Rules  promulgated  thereunder
(including Rule 416), shall state that such  Registration  Statement also covers
such  indeterminate  number of  additional  shares of Common Stock as may become
issuable upon  conversion of the Preferred Stock and exercise of the Warrants to
prevent  dilution  resulting  from  stock  splits,  stock  dividends  or similar
transactions.  The Registrable Securities included on the Registration Statement
shall be allocated among the Investors as set forth in Section 11(k) hereof. The
Registration  Statement  (and each  amendment or  supplement  thereto,  and each
request for  acceleration  of  effectiveness  thereof) shall be provided to (and
subject to the approval of) the Initial Investors and their counsel prior to its
filing or other submission.

         (b) PAYMENTS BY THE COMPANY.  The Company shall use its best efforts to
cause the Registration  Statement  required to be filed pursuant to Section 2(a)
hereof to become  effective as soon as  practicable,  but in no event later than
the  ninetieth   (90th)  day  following  the  Filing  Date  (the   "REGISTRATION
DEADLINE");  provided,  however,  that in the event that the SEC conducts a full
review of the Registration Statement, the Registration Deadline may be extended,
if  reasonably  necessary,  by an  additional  thirty (30) days.  At the time of
effectiveness,  the Company shall ensure that such Registration Statement covers
at least 125% of the Registrable Securities issuable upon full conversion of the
Preferred  Stock  (without  giving  effect  to  any  limitations  on  conversion
contained in the Certificate of Designation) and Warrants (without giving effect
to any  limitations  on  exercise  contained  in the  Warrants),  including,  if
necessary,   by  filing  an  amendment  prior  to  the  effective  date  of  the

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<PAGE>

Registration  Statement to increase the number of Registrable Securities covered
thereby. If (i) (A) the Registration  Statement required to be filed pursuant to
Section  2(a)  hereof is not  filed  with the SEC  prior to the  Filing  Date or
declared effective by the SEC on or before the Registration  Deadline or (B) any
Registration  Statement  required to be filed pursuant to Section 3(b) hereof is
not declared effective by the SEC on or before the sixtieth (60th) day following
the applicable  Registration Trigger Date (as defined in Section 3(b) below), or
(ii) if, after any such  Registration  Statement has been declared  effective by
the SEC, sales of any of the  Registrable  Securities  required to be covered by
such Registration Statement (including any Registrable Securities required to be
registered  pursuant to Section  3(b)  hereof)  cannot be made  pursuant to such
Registration  Statement (by reason of a stop order or the  Company's  failure to
update the Registration Statement or for any other reason outside the control of
the Investors) or (iii) the Common Stock is not listed or included for quotation
on the Nasdaq  SmallCap  Market (the  "SMALLCAP  MARKET"),  the Nasdaq  National
Market (the "NATIONAL  MARKET"),  the New York Stock Exchange (the "NYSE"),  the
American  Stock Exchange (the "AMEX"),  the OTC  Electronic  Bulletin Board (the
"BULLETIN BOARD") at any time after the Registration  Deadline  hereunder,  then
the  Company  will make  payments to each  Investor in such  amounts and at such
times as shall be determined pursuant to this Section 2(b) as partial relief for
the  damages to the  Investors  by reason of any such delay in or  reduction  of
their  ability to sell the  Registrable  Securities  (which  remedy shall not be
exclusive  of any other  remedies  available  at law or in equity).  The Company
shall pay to each  Investor an amount  equal to the product of (i) the number of
shares of  Preferred  Stock  then  held by such  Investor  (including,  for this
purpose,  any shares of Preferred Stock that have been converted into Conversion
Shares then held by such  Investor as if such shares of Preferred  Stock had not
been so converted)  multiplied by the per share  purchase  price,  multiplied by
(ii) three percent  (3.0%) for the first 30 day period (or portion  thereof) (A)
after the Filing Date and prior to the date the Registration  Statement is filed
with the SEC pursuant to Section 2(a), (B) after the  Registration  Deadline and
prior to the date the  Registration  Statement filed pursuant to Section 2(a) is
declared  effective by the SEC, (C) after the  sixtieth  (60th) day  following a
Registration Trigger Date and prior to the date the Registration Statement filed
pursuant to Section 3(b) hereof is declared effective by the SEC, and (D) during
which sales of any  Registrable  Securities  cannot be made pursuant to any such
Registration  Statement  after  the  Registration  Statement  has been  declared
effective  or the Common  Stock is not listed or included  for  quotation on the
SmallCap Market, the National Market, NYSE, AMEX or the Bulletin Board and (iii)
one and one-half  percent  (1.5%) for each  subsequent 30 day period (or portion
thereof)  thereafter;  provided,  however,  that, for purpose of calculating the
payment  amount owed to any given  Investor,  there shall be excluded  from each
such period any delays that are solely  attributable to changes required by such
Investor in the Registration  Statement with respect to information  relating to
such  Investor,   including,   without  limitation,   changes  to  the  plan  of
distribution  (other than any  corrections  of Company  mistakes with respect to
information previously provided by such Investor).  All such amounts required to
be paid  hereunder  shall be paid in cash within five days after the end of each
period that gives rise to such  obligation,  provided  that,  if any such period
extends for more than thirty (30) days,  interim payments shall be made for each
such 30 day period.

         (c) PIGGY-BACK  REGISTRATIONS.  If, at any time prior to the expiration
of the Registration  Period (as defined in Section 3(a) below) the Company shall
file with the SEC a Registration  Statement  relating to an offering for its own

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<PAGE>

account or the account of others under the  Securities  Act of any of its equity
securities  (other  than  on Form  S-4 or Form  S-8 or  their  then  equivalents
relating  to equity  securities  to be  issued  solely  in  connection  with any
acquisition  of  any  entity  or  business  or  equity  securities  issuable  in
connection with stock option or other employee benefit plans), the Company shall
send to each  Investor  written  notice of such filing,  and if,  within 15 days
after the date of such notice,  such Investor  shall so request in writing,  the
Company  shall  include in such  Registration  Statement  all or any part of the
Registrable Securities such Investor requests to be registered.  Notwithstanding
the foregoing,  in the event that, in connection  with any  underwritten  public
offering,  the managing  underwriter(s) thereof shall impose a limitation on the
number of  shares of Common  Stock  which may be  included  in the  Registration
Statement because, in such underwriter(s)' judgment,  marketing or other factors
dictate such limitation is necessary to facilitate public distribution, then the
Company shall be obligated to include in such  Registration  Statement only such
limited  portion  of the  Registrable  Securities  with  respect  to which  such
Investor has  requested  inclusion  hereunder as the  underwriter  shall permit;
provided,  however,  that (i) the  Company  shall not  exclude  any  Registrable
Securities unless the Company has first excluded all outstanding securities, the
holders of which are officers, directors or other insiders of the Company or who
are  not  contractually  entitled  to  inclusion  of  such  securities  in  such
Registration  Statement or are not contractually  entitled to pro rata inclusion
with the  Registrable  Securities,  (ii) after giving effect to the  immediately
preceding  proviso,  any such exclusion of Registrable  Securities shall be made
pro rata among the Investors seeking to include  Registrable  Securities and the
holders of other securities  having the contractual  right to inclusion of their
securities  in such  Registration  Statement  by reason  of demand  registration
rights,  in  proportion  to  the  number  of  Registrable  Securities  or  other
securities, as applicable,  sought to be included by each such Investor or other
holder,  and (iii) no such  reduction  shall  reduce the  amount of  Registrable
Securities  included in the registration  below  twenty-five  (25%) of the total
amount of securities included in such registration.  No right to registration of
Registrable  Securities  under this Section 2(c) shall be construed to limit any
registration  required  under Section 2(a) hereof.  If an offering in connection
with which an Investor is entitled to registration under this Section 2(c) is an
underwritten  offering,  then each Investor  whose  Registrable  Securities  are
included in such  Registration  Statement shall,  unless otherwise agreed by the
Company,  offer and sell such Registrable Securities in an underwritten offering
using the same  underwriter or  underwriters  and,  subject to the provisions of
this Agreement, on the same terms and conditions as other shares of Common Stock
included in such underwritten offering.

3. OBLIGATIONS OF THE COMPANY.

         In connection with the registration of the Registrable Securities,  the
Company shall have the following obligations:

         (a) The Company shall respond  promptly to any and all comments made by
the  staff  of the  SEC to  any  Registration  Statement  required  to be  filed
hereunder,  and shall  submit to the SEC,  before the close of  business  on the
business day immediately  following the business day on which the Company learns
(either  by  telephone  or in  writing)  that no  review  of  such  Registration
Statement  will be made by the SEC or that the  staff of the SEC has no  further
comments  on such  Registration  Statement,  as the case may be, a  request  for

                                       4
<PAGE>

acceleration of the effectiveness of such  Registration  Statement to a time and
date as soon as practicable.  The Company shall keep such Registration Statement
effective pursuant to Rule 415 at all times until such date as is the earlier of
(i) the date on which all of the Registrable  Securities have been sold and (ii)
the date on which all of the Registrable  Securities may be immediately  sold to
the public without registration or restriction pursuant to Rule 144(k) under the
Securities Act or any successor  provision (the  "REGISTRATION  PERIOD"),  which
Registration  Statement  (including any  amendments or  supplements  thereto and
prospectuses  contained  therein and all  documents  incorporated  by  reference
therein) (A) shall comply in all material  respects with the requirements of the
Securities Act and the rules and regulations of the SEC  promulgated  thereunder
and (B) shall not contain  any untrue  statement  of a material  fact or omit to
state a material  fact required to be stated  therein,  or necessary to make the
statements  therein not  misleading.  The  financial  statements  of the Company
included in any such Registration Statement or incorporated by reference therein
(x)  shall  comply  as to form in all  material  respects  with  the  applicable
accounting  requirements  and the  published  rules and  regulations  of the SEC
applicable with respect  thereto,  (y) shall be prepared in accordance with U.S.
generally  accepted  accounting  principles,  consistently  applied  during  the
periods  involved  (except  as may be  otherwise  indicated  in  such  financial
statements or the notes thereto or, in the case of unaudited interim statements,
to the extent  they may not include  footnotes  or may be  condensed  on summary
statements)  and (z) fairly  present in all material  respects the  consolidated
financial  position of the Company and its  consolidated  subsidiaries as of the
dates thereof and the  consolidated  results of their  operations and cash flows
for the periods then ended  (subject,  in the case of unaudited  statements,  to
immaterial year-end adjustments).

         (b) The Company shall (i) prepare and file with the SEC such amendments
(including  post-effective  amendments)  and  supplements  to  any  Registration
Statement  required to be filed  hereunder and the prospectus used in connection
with  any  such  Registration  Statement  as  may  be  necessary  to  keep  such
Registration  Statement  effective at all times during the Registration  Period,
and (ii)  during the  Registration  Period,  comply with the  provisions  of the
Securities Act with respect to the disposition of all Registrable  Securities of
the Company covered by any such Registration Statement until such time as all of
such  Registrable  Securities  have  been  disposed  of in  accordance  with the
intended methods of disposition by the seller or sellers thereof as set forth in
such Registration Statement. In the event the number of shares available under a
Registration  Statement  filed  pursuant to this Agreement is, for any three (3)
consecutive  trading  days (the last of such  three (3)  trading  days being the
"REGISTRATION  TRIGGER DATE"),  insufficient to cover one hundred percent (100%)
of  the  Registrable  Securities  issued  or  issuable  upon  conversion  of the
Preferred  Stock  (without  giving  effect  to  any  limitations  on  conversion
contained  in the  Certificate  of  Designation)  and  exercise of the  Warrants
(without  giving  effect  to  any  limitations  on  exercise  contained  in  the

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<PAGE>

Warrants),  the Company  shall  provide  each  Investor  written  notice of such
Registration  Trigger Date within three business days thereafter and shall amend
the Registration  Statement,  or file a new Registration Statement (on the short
form available  therefor,  if  applicable),  or both, so as to cover one hundred
twenty-five percent (125%) of the Registrable Securities issued or issuable upon
conversion of the Preferred  Stock (without  giving effect to any limitations on
conversion  contained  in the  Certificate  of  Designation)  or exercise of the
Warrants (without giving effect to any limitations on exercise  contained in the
Warrants)  as of the  Registration  Trigger  Date,  in  each  case,  as  soon as
practicable,  but in any event within  fifteen (15) days after the  Registration
Trigger Date. The Company shall cause such amendment(s)  and/or new Registration
Statement(s)  to become  effective as soon as  practicable  following the filing
thereof.  In the event the Company fails to obtain the effectiveness of any such
Registration Statement within sixty (60) days after a Registration Trigger Date,
each Investor shall thereafter have the option,  exercisable in whole or in part
at any time and from time to time by delivery of a written notice to the Company
(a  "MANDATORY  REDEMPTION  NOTICE"),  to require the Company to redeem for cash
such number of the Investor's shares of the Preferred Stock at a price per share
of Preferred Stock equal to $2,100,  such that,  following such redemption,  the
total number of Registrable  Securities  included on the Registration  Statement
for resale by such Investor is at least equal to one hundred twenty-five percent
(125%) of the Registrable  Securities issued or issuable upon conversion of such
Investor's  Preferred  Stock  (without  giving  effect  to  any  limitations  on
conversion  contained in the  Certificate of  Designation)  and exercise of such
Investor's  Warrants  (without  giving  effect  to any  limitation  on  exercise
contained in the Warrants). If the Company fails to redeem any of such Preferred
Stock  within five  business  days after its  receipt of a Mandatory  Redemption
Notice, then such Investor shall be entitled to the remedies provided in Article
VII of the Certificate of Designation.

         (c) The  Company  shall  furnish  to each  Investor  whose  Registrable
Securities are included in a Registration  Statement and such  Investor's  legal
counsel (i) promptly after the same is prepared and publicly distributed,  filed
with  the  SEC or  received  by the  Company,  as  applicable,  one  copy of the
Registration  Statement and any amendment thereto,  each preliminary  prospectus
and prospectus and each amendment or supplement thereto, and, in the case of the
Registration  Statement  required  to be filed  pursuant to Section  2(a),  each
letter written by or on behalf of the Company to the SEC or the staff of the SEC
(including,  without limitation,  any request to accelerate the effectiveness of
the   Registration   Statement   or  amendment   thereto),   and  each  item  of
correspondence  from the SEC or the staff of the SEC,  in each case  relating to
the  Registration  Statement  (other  than any  portion  thereof  that  contains
information for which the Company has sought  confidential  treatment),  (ii) on
the  date  of  effectiveness  of the  Registration  Statement  or any  amendment
thereto, a notice stating that the Registration  Statement or amendment has been
declared effective, and (iii) such number of copies of a prospectus, including a
preliminary  prospectus,  all  amendments and  supplements  thereto and all such
other  documents as such Investor may reasonably  request in order to facilitate
the disposition of the Registrable Securities owned by such Investor.

         (d) The Company  shall use its best efforts to (i) register and qualify
the  Registrable  Securities  covered by any  Registration  Statement under such
other  securities or "blue sky" laws of such  jurisdictions in the United States
as each  Investor who holds  Registrable  Securities  being  offered  reasonably
requests,   (ii)  prepare  and  file  in  those  jurisdictions  such  amendments
(including post-effective  amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness  thereof during
the  Registration  Period,  (iii) take such other actions as may be necessary to
maintain such registrations and qualifications in effect at all times during the
Registration  Period,  and (iv) take all other actions  reasonably  necessary or
advisable to qualify the Registrable  Securities for sale in such jurisdictions;
provided,  however,  that  the  Company  shall  not be  required  in  connection
therewith  or as a  condition  thereto  to (A)  qualify  to do  business  in any
jurisdiction  where it would not  otherwise  be required to qualify but for this
Section 3(d), (B) subject itself to general  taxation in any such  jurisdiction,
(C) file a general consent to service of process in any such  jurisdiction,  (D)
provide any undertakings  that cause the Company undue expense or burden, or (E)

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<PAGE>

make any change in its  Certificate of  Incorporation  or Bylaws,  which in each
case the Board of Directors of the Company determines to be contrary to the best
interests of the Company and its stockholders.

         (e) As promptly as practicable  after becoming aware of such event, the
Company  shall (i) notify  each  Investor  by  telephone  and  facsimile  of the
happening  of any event,  as a result of which the  prospectus  included  in any
Registration Statement that includes Registrable Securities,  as then in effect,
includes  an untrue  statement  of a material  fact or omits to state a material
fact required to be stated therein or necessary to make the  statements  therein
not  misleading,  and (ii)  promptly  prepare a supplement  or amendment to such
Registration Statement to correct such untrue statement or omission, and deliver
such number of copies of such  supplement  or amendment to each Investor as such
Investor may reasonably request.

         (f) The Company  shall use its best efforts (i) to prevent the issuance
of any stop  order or other  suspension  of  effectiveness  of any  Registration
Statement that includes Registrable Securities, and, if such an order is issued,
to obtain  the  withdrawal  of such  order at the  earliest  practicable  moment
(including  in  each  case  by  amending  or  supplementing   such  Registration
Statement),  and (ii) to notify each Investor who holds  Registrable  Securities
being  sold  (or,  in  the  event  of an  underwritten  offering,  the  managing
underwriters)  of the issuance of such order and the resolution  thereof (and if
such Registration  Statement is supplemented or amended,  deliver such number of
copies of such  supplement  or amendment to each  Investor as such  Investor may
reasonably request).

         (g) The Company shall permit a single firm of counsel designated by the
Initial  Investors  to review any  Registration  Statement  required to be filed
hereunder and all amendments and supplements thereto a reasonable period of time
prior to its filing with the SEC,  and not file any  document in a form to which
such counsel reasonably objects.

         (h) The Company shall make generally  available to its security holders
as soon as  practicable,  but in no event  later than 90 days after the close of
the period covered  thereby,  an earnings  statement (in form complying with the
provisions of Rule 158 under the Securities Act) covering a twelve-month  period
beginning  not later than the first day of the  Company's  fiscal  quarter  next
following the effective date of the Registration Statement.  The Company will be
deemed to have  complied with its  obligations  under this Section 3(h) upon the
Company's filing, on an appropriate form, the appropriate  report of the Company
as required by the  Securities  Exchange Act of 1934, as amended,  and the rules
and regulations thereunder, or any similar successor statute (collectively,  the
"EXCHANGE ACT").

         (i) The Company shall hold in confidence and not make any disclosure of
information concerning an Investor provided to the Company unless (i) disclosure
of such  information  is necessary  to comply with  federal or state  securities
laws, (ii) the disclosure of such information is necessary to avoid or correct a
misstatement  or omission  in any  Registration  Statement  that  includes  such
Investor's  Registrable  Securities,  (iii) the release of such  information  is
ordered pursuant to a subpoena or other order from a court or governmental  body
of  competent  jurisdiction,  (iv)  such  information  has been  made  generally
available  to the public  other than by  disclosure  in violation of this or any
other  agreement,  or (v) such Investor  consents to the form and content of any
such  disclosure.  The Company  shall,  upon  learning  that  disclosure  of any

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<PAGE>

information  concerning  an Investor is sought in or by a court or  governmental
body of competent  jurisdiction  or through  other means,  give prompt notice to
such Investor prior to making such disclosure,  and cooperate with the Investor,
at the Investor's  expense,  in taking  appropriate action to prevent disclosure
of, or to obtain a protective order for, such information.

         (j) The Company shall use its best efforts to promptly cause all of the
Registrable  Securities  covered by any  Registration  Statement to be listed or
designated  for  quotation on the Bulletin  Board or the  SmallCap  Market,  the
National Market, the NYSE, the AMEX or any other national securities exchange or
automated  quotation system and on each additional  national securities exchange
or automated  quotation  system on which  securities of the same class or series
issued by the  Company  are then  listed or quoted,  if any,  if the  listing or
quotation of such  Registrable  Securities is then permitted  under the rules of
such exchange or automated quotation system, and in any event,  without limiting
the generality of the foregoing,  to arrange for or maintain at least two market
makers to register with the National Association of Securities Dealers,  Inc. as
such with respect to the Registrable Securities.

         (k) The Company shall provide a transfer agent and registrar, which may
be a single entity, for the Registrable  Securities not later than the effective
date of the Registration Statement required to be filed pursuant to Section 2(a)
hereof.

         (l) The Company shall cooperate with any Investor who holds Registrable
Securities being offered and the managing  underwriter or underwriters,  if any,
to facilitate the timely  preparation and delivery of certificates  (not bearing
any  restrictive  legends)  representing  Registrable  Securities  to be offered
pursuant to any  Registration  Statement and enable such  certificates  to be in
such denominations or amounts, as the case may be, and registered in such names,
as such  Investor or the  managing  underwriter  or  underwriters,  if any,  may
reasonably  request.  Without  limiting the generality of the foregoing,  within
three business days after any Registration  Statement that includes  Registrable
Securities  is declared  effective  by the SEC,  the  Company  shall cause legal
counsel  selected  by the  Company  to  deliver  to the  transfer  agent for the
Registrable Securities (with copies to any Investor whose Registrable Securities
are included in such Registration Statement),  an opinion of such counsel in the
form attached hereto as EXHIBIT A.

         (m) At the request of any Investor,  the Company shall prepare and file
with  the  SEC  such  amendments  (including   post-effective   amendments)  and
supplements to any Registration Statement required to be filed hereunder and the
prospectus  used  in  connection  with  such  Registration  Statement  as may be
necessary  in  order  to  change  the  plan of  distribution  set  forth in such
Registration Statement.

         (n) The Company  shall  comply with all  applicable  laws  related to a
Registration  Statement and offering and sale of securities  and all  applicable
rules and  regulations  of  governmental  authorities  in  connection  therewith
(including,  without limitation, the Securities Act and the Exchange Act and the
rules and regulations thereunder promulgated by the SEC.)

                                       8
<PAGE>

         (o) From and after the date of this  Agreement,  the Company shall not,
and shall not agree to,  allow the holders of any  securities  of the Company to
include any of their  securities  which are not  Registrable  Securities  in the
Registration  Statement  required to be filed  pursuant to Section  2(a) or 3(b)
hereof  without  the  consent of the  holders of a majority  in  interest of the
Registrable Securities.

         (p) The  Company  shall  make  available  for  inspection  by (i)  each
Investor, (ii) any underwriter  participating in any disposition pursuant to any
Registration Statement,  (iii) one firm of attorneys and one firm of accountants
or other  agents  retained  by the  Investors,  and  (iv) one firm of  attorneys
retained by all such underwriters (collectively, the "INSPECTORS") all pertinent
financial and other records, and pertinent corporate documents and properties of
the  Company  (collectively,  the  "RECORDS"),  as  shall be  reasonably  deemed
necessary  by each  Inspector  to enable  such  Inspector  to  exercise  its due
diligence  responsibility,  and  cause the  Company's  officers,  directors  and
employees to supply all information  which any Inspector may reasonably  request
for purposes of such due diligence; provided, however, that each Inspector shall
hold in confidence and shall not make any disclosure  (except to an Investor) of
any Record or other information which the Company determines in good faith to be
confidential,  and of which determination the Inspectors are so notified, unless
(A)  the  disclosure  of such  Records  is  necessary  to  avoid  or  correct  a
misstatement or omission in any Registration Statement,  (B) the release of such
Records  is  ordered  pursuant  to a  subpoena  or other  order  from a court or
government  body  of  competent  jurisdiction,  or (C) the  information  in such
Records has been made generally available to the public other than by disclosure
in violation of this or any other  agreement.  Nothing herein shall be deemed to
limit any Investor's ability to sell Registrable  Securities in a manner that is
otherwise consistent with applicable laws and regulations.

         (q) In the case of an underwritten  public offering,  at the request of
any Investor,  the Company shall furnish,  on the date of  effectiveness  of the
Registration  Statement  (i) an  opinion,  dated as of such date,  from  counsel
representing  the Company  addressed to any such Investor and in form, scope and
substance as is customarily given in an underwritten  public offering and (ii) a
letter,  dated  such  date,  from the  Company's  independent  certified  public
accountants  in form  and  substance  as is  customarily  given  by  independent
certified public accountants to underwriters in an underwritten public offering,
addressed to the underwriters, if any, and any such Investor.

4. OBLIGATIONS OF THE INVESTORS.

         In connection with the registration of the Registrable Securities, each
Investor shall have the following obligations:

         (a) It shall be a condition precedent to the obligations of the Company
to effect  the  registration  pursuant  to this  Agreement  with  respect to the
Registrable Securities of a particular Investor that such Investor shall furnish
to the Company such information  regarding  itself,  the Registrable  Securities
held by it and the intended method of disposition of the Registrable  Securities
held by it as shall be reasonably  required to effect the  registration  of such
Registrable  Securities and shall execute such documents in connection with such
registration as the Company may reasonably  request.  At least five trading days
prior to the first anticipated  filing date of the Registration  Statement,  the

                                       9
<PAGE>

Company shall notify each Investor of the information the Company  requires from
each such Investor.

         (b) Each Investor,  by such  Investor's  acceptance of the  Registrable
Securities,  agrees to cooperate with the Company as reasonably requested by the
Company  in  connection  with the  preparation  and  filing of any  Registration
Statement required to be filed hereunder,  unless such Investor has notified the
Company in writing of such Investor's election to exclude all of such Investor's
Registrable Securities from such Registration Statement.

         (c) Upon receipt of any notice from the Company of the happening of any
event  of the  kind  described  in  Section  3(e) or 3(f)  with  respect  to any
Registration  Statement including  Registrable  Securities,  each Investor shall
immediately  discontinue  disposition of Registrable Securities pursuant to such
Registration  Statement  until  such  Investor's  receipt  of the  copies of the
supplemented  or amended  prospectus  contemplated by Sections 3(e) and 3(f), as
applicable,  and, if so directed by the Company,  such Investor shall deliver to
the  Company  (at the expense of the  Company)  or destroy  (and  deliver to the
Company a certificate of destruction)  all copies in such Investor's  possession
of the prospectus  covering such Registrable  Securities  current at the time of
receipt  of such  notice.  Notwithstanding  the  foregoing  or  anything  to the
contrary in this Agreement,  but subject to compliance with applicable laws, the
Company shall cause the transfer agent for the Registrable Securities to deliver
unlegended  shares of Common Stock to a transferee  of an Investor in accordance
with the terms of the Preferred  Stock and Warrants in connection  with any sale
of  Registrable  Securities  with respect to which any such Investor has entered
into a contract  for sale prior to receipt of such notice and for which any such
Investor has not yet settled.

5. EXPENSES OF REGISTRATION.

         All expenses  incurred by the Company or the  Investors  in  connection
with registrations, filings or qualifications pursuant to Sections 2 and 3 above
(including,  without  limitation,  all  registration,  listing and qualification
fees,  printers and accounting  fees, the fees and  disbursements of counsel for
the  Company  and the fees and  disbursements  of one  counsel  selected  by the
Investors, and any underwriting discounts and commissions) shall be borne by the
Company.  In addition,  the Company shall pay each Investor's costs and expenses
(including legal fees) incurred in connection with the enforcement of the rights
of such Investor hereunder.

6.       INDEMNIFICATION.

         In the event any Registrable  Securities are included in a Registration
Statement under this Agreement:  (a) To the extent permitted by law, the Company
shall  indemnify,  hold  harmless  and defend (i) each  Investor  who holds such
Registrable Securities,  and (ii) the directors,  officers,  partners,  members,
employees and agents of each such Investor and each person, if any, who controls
each such  Investor  within the meaning of Section 15 of the  Securities  Act or
Section 20 of the Exchange Act (each, an "INVESTOR INDEMNIFIED PERSON"), against
any  joint  or  several  losses,  claims,   damages,   liabilities  or  expenses

                                       10
<PAGE>

(collectively, together with actions, proceedings or inquiries by any regulatory
or  self-regulatory  organization,  whether commenced or threatened,  in respect
thereof,  "CLAIMS")  to which any of them may  become  subject  insofar  as such
Claims  arise out of or are based  upon:  (A) any  untrue  statement  or alleged
untrue statement of a material fact in a Registration  Statement or the omission
or alleged  omission to state  therein a material  fact required to be stated or
necessary  to make  the  statements  therein  not  misleading,  (B)  any  untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in any
preliminary  prospectus if used prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented,  if
the Company files any amendment  thereof or supplement  thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make the statements made therein,  in light of the circumstances under which the
statements  therein were made, not  misleading,  or (C) any violation or alleged
violation  by the Company of the  Securities  Act, the Exchange Act or any other
law  (including,   without  limitation,  any  state  securities  law),  rule  or
regulation  relating  to the offer or sale of the  Registrable  Securities  (the
matters in the foregoing clauses (A) through (C),  collectively,  "VIOLATIONS").
Subject to the restrictions set forth in Section 6(c) with respect to the number
of legal  counsel,  the Company  shall  reimburse  each  Investor and each other
Investor Indemnified Person,  promptly as such expenses are incurred and are due
and payable, for any reasonable legal fees or other reasonable expenses incurred
by  them  in  connection  with   investigating  or  defending  any  such  Claim.
Notwithstanding  anything to the contrary contained herein, the  indemnification
agreement contained in this Section 6(a): (x) shall not apply to a Claim arising
out of or based upon a Violation which occurs in reliance upon and in conformity
with  information   furnished  in  writing  to  the  Company  by  such  Investor
Indemnified  Person expressly for use in the Registration  Statement or any such
amendment thereof or supplement thereto;  (y) shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent of the Company,  which consent shall not be unreasonably  withheld;  and
(z) with respect to any preliminary  prospectus,  shall not inure to the benefit
of any  Investor  Indemnified  Person if the untrue  statement  or  omission  of
material fact contained in the preliminary  prospectus was corrected on a timely
basis in the  prospectus,  as then amended or  supplemented,  if such  corrected
prospectus  was timely made  available  by the Company  pursuant to Section 3(c)
hereof, and the Investor  Indemnified Person was promptly advised in writing not
to use the incorrect  prospectus prior to the use giving rise to a Violation and
such Investor  Indemnified  Person,  notwithstanding  such advice, used it. Such
indemnity shall remain in full force and effect  regardless of any investigation
made by or on behalf of the Investor  Indemnified  Person and shall  survive the
transfer of the  Registrable  Securities by the Investors  pursuant to Section 9
hereof.

         (b) In connection with any Registration  Statement in which an Investor
is  participating,  (i) each such  Investor  shall,  severally  and not jointly,
indemnify,  hold harmless and defend,  to the same extent and in the same manner
set forth in Section  6(a),  the  Company,  each of its  directors,  each of its
officers who signs the Registration Statement, its employees and each person, if
any, who controls the Company within the meaning of Section 15 of the Securities
Act or  Section  20 of the  Exchange  Act,  and any  other  stockholder  selling
securities  pursuant to the  Registration  Statement or any of its  directors or
officers or any person who controls such  stockholder  within the meaning of the
Securities  Act or the  Exchange  Act (each,  a "COMPANY  INDEMNIFIED  PERSON"),
against  any  Claims to which any of them may  become  subject  insofar  as such
Claims arise out of or are based upon any Violation,  in each case to the extent
(and only to the extent)  that such  Violation  occurs in  reliance  upon and in
conformity  with written  information  furnished to the Company by such Investor
expressly  for use in  connection  with such  Registration  Statement;  and (ii)
subject to the  restrictions  set forth in Section  6(c),  such  Investor  shall
reimburse  the  Company  Indemnified  Persons,  promptly  as such  expenses  are
incurred  and are due  and  payable,  for any  legal  fees or  other  reasonable

                                       11
<PAGE>

expenses incurred by them in connection with investigating or defending any such
Claim; provided, however, that the indemnification obligations contained in this
Section 6(b) shall not apply to amounts paid in  settlement of any Claim if such
settlement is effected without the prior written consent of such Investor, which
consent shall not be  unreasonably  withheld;  and provided,  further,  that the
Investor shall be liable under this Agreement  (including  this Section 6(b) and
Section 7) for only that  amount as does not exceed  the net  proceeds  actually
received  by such  Investor  as a result of the sale of  Registrable  Securities
pursuant to such  Registration  Statement.  Such indemnity  shall remain in full
force and effect  regardless of any  investigation  made by or on behalf of such
Company  Indemnified  Person and shall  survive the transfer of the  Registrable
Securities  by the  Investor  pursuant  to  Section  9  hereof.  Notwithstanding
anything to the  contrary  contained  herein,  the  indemnification  obligations
contained in this Section 6(b) with respect to any preliminary  prospectus shall
not  inure to the  benefit  of any  Company  Indemnified  Person  if the  untrue
statement or omission of material fact contained in the  preliminary  prospectus
was  corrected  on a  timely  basis  in  the  prospectus,  as  then  amended  or
supplemented.

         (c) Promptly  after  receipt by any party  entitled to  indemnification
under this Section 6 of notice of the commencement of any action  (including any
governmental  action),  such  indemnified  party  shall,  if a Claim in  respect
thereof is to made against any indemnifying  party under this Section 6, deliver
to the indemnifying party a written notice of the commencement  thereof, and the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  party
similarly  noticed,  to assume  control  of the  defense  thereof  with  counsel
mutually  satisfactory  to the  indemnifying  party and the  indemnified  party;
provided,  however, that such indemnifying party shall not be entitled to assume
such  defense  and an  indemnified  party shall have the right to retain its own
counsel with the fees and expenses to be paid by the indemnifying  party, if, in
the  reasonable  opinion of counsel  retained  by the  indemnifying  party,  the
representation  by such counsel of the  indemnified  party and the  indemnifying
party would be  inappropriate  due to actual or potential  conflicts of interest
between such indemnified  party and any other party  represented by such counsel
in such proceeding or the actual or potential  defendants in, or targets of, any
such action include both the indemnified  party and the  indemnifying  party and
any  such  indemnified  party  reasonably  determines  that  there  may be legal
defenses  available to such  indemnified  party that are in conflict  with those
available to such indemnifying  party. The indemnifying party shall pay for only
one separate legal counsel for the indemnified  parties,  and such legal counsel
shall be selected by Investors holding a majority in interest of the Registrable
Securities included in the Registration Statement to which the Claim relates (if
the parties  entitled to  indemnification  hereunder  are  Investor  Indemnified
Persons) or by the Company (if the parties entitled to indemnification hereunder
are Company Indemnified  Persons).  The failure to deliver written notice to the
indemnifying  party within a  reasonable  time of the  commencement  of any such
action  shall  not  relieve  such  indemnifying  party of any  liability  to the
indemnified  party  under  this  Section  6,  except  to  the  extent  that  the

                                       12
<PAGE>

indemnifying party is actually  prejudiced in its ability to defend such action.
The  indemnification  required  by  this  Section  6 shall  be made by  periodic
payments  of the  amount  thereof  during  the  course of the  investigation  or
defense,  as such expense,  loss, damage or liability is incurred and is due and
payable.

7. CONTRIBUTION.

         To  the  extent  any   indemnification  by  an  indemnifying  party  is
prohibited  or limited by law,  the  indemnifying  party  shall make the maximum
contribution  with respect to any amounts for which it would otherwise be liable
under  Section 6 to the fullest  extent  permitted by law as is  appropriate  to
reflect the relative fault of the  indemnifying  party, on the one hand, and the
indemnified  party, on the other hand, with respect to the Violation giving rise
to the applicable Claim;  provided,  however,  that (a) no contribution shall be
made  under  circumstances  where the  maker  would  not have  been  liable  for
indemnification  under the fault standards set forth in Section 6, (b) no person
guilty of fraudulent  misrepresentation  (within the meaning of Section 11(f) of
the  Securities  Act)  shall be  entitled  to  contribution  from any  seller of
Registrable Securities who was not guilty of such fraudulent  misrepresentation,
and (c) contribution  (together with any  indemnification  or other  obligations
under this Agreement) by any seller of Registrable  Securities  shall be limited
in amount to the net amount of proceeds received by such seller from the sale of
such Registrable Securities.

8. REPORTS UNDER THE EXCHANGE ACT.

         With a view to making  available to the  Investors the benefits of Rule
144 promulgated under the Securities Act or any other similar rule or regulation
of the SEC that may at any time permit the  Investors to sell  securities of the
Company to the public without registration ("RULE 144"), the Company agrees to:

         (a) file with the SEC in a timely  manner  and make and keep  available
all reports and other documents required of the Company under the Securities Act
and the Exchange Act so long as the Company remains subject to such requirements
(it being  understood that nothing herein shall limit the Company's  obligations
under  Section 4(c) of the  Securities  Purchase  Agreement)  and the filing and
availability  of such reports and other documents is required for the applicable
provisions of Rule 144; and

         (b) furnish to each Investor so long as such Investor  holds  Preferred
Stock, Warrants or Registrable Securities,  promptly upon request, (i) a written
statement by the Company that it has complied with the reporting requirements of
Rule 144,  the  Securities  Act and the  Exchange  Act,  (ii) a copy of the most
recent  annual or  quarterly  report of the Company  and such other  reports and
documents so filed by the Company,  and (iii) such other  information  as may be
reasonably  requested to permit such Investor to sell such securities under Rule
144 without registration.

9. ASSIGNMENT OF REGISTRATION RIGHTS.

         The rights of the Investors hereunder,  including the right to have the
Company register  Registrable  Securities  pursuant to this Agreement,  shall be
automatically  assignable  by  each  Investor  to any  transferee  of all or any
portion of the Preferred Stock,  the Warrants or the Registrable  Securities if:
(a) the  Investor  agrees in writing with the  transferee  or assignee to assign

                                       13
<PAGE>

such rights, and a copy of such agreement is furnished to the Company after such
assignment, (b) the Company is furnished with written notice of (i) the name and
address of such transferee or assignee,  and (ii) the securities with respect to
which such registration rights are being transferred or assigned,  (c) following
such transfer or assignment,  the further  disposition of such securities by the
transferee or assignee is restricted  under the  Securities  Act and  applicable
state  securities laws, (d) the transferee or assignee agrees in writing for the
benefit of the Company to be bound by all of the  provisions  contained  herein,
and (e) such  transfer  shall have been made in accordance  with the  applicable
requirements  of  the  Securities   Purchase   Agreement,   the  Certificate  of
Designation and the Warrants,  as applicable.  In addition,  and notwithstanding
anything to the contrary  contained in this Agreement,  the Securities  Purchase
Agreement,  the  Certificate of Designation or the Warrants,  the Securities (as
defined in the Securities Purchase Agreement) may be pledged,  and all rights of
the Investor under this Agreement or any other agreement or document  related to
the transactions contemplated hereby may be assigned, without further consent of
the Company,  to a bona fide pledgee in connection with an Investor's  margin or
brokerage account.

10. AMENDMENT OF REGISTRATION RIGHTS.

         Provisions of this Agreement may be amended and the observance  thereof
may  be  waived  (either  generally  or  in a  particular  instance  and  either
retroactively  or  prospectively),  only with written consent of the Company and
the Investor(s)  who hold a majority in interest of the  Registrable  Securities
or, in the case of a waiver,  with the written consent of the party charged with
the enforcement of any such provision;  provided, however, that (a) no amendment
hereto which restricts the ability of an Investor to elect not to participate in
an underwritten  offering shall be effective against any Investor which does not
consent in writing to such amendment;  (b) no consideration  shall be paid to an
Investor by the  Company in  connection  with an  amendment  hereto  unless each
Investor  similarly  affected  by such  amendment  receives a pro rata amount of
consideration  from the Company;  and (c) unless an Investor  otherwise  agrees,
each  amendment  hereto must similarly  affect each  Investor.  Any amendment or
waiver  effected in  accordance  with this Section 10 shall be binding upon each
Investor and the Company.

11. MISCELLANEOUS.

         (a) A  person  or  entity  is  deemed  to be a  holder  of  Registrable
Securities  whenever  such  person or entity  owns of  record  such  Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two or more  persons  or  entities  with  respect  to the  same
Registrable  Securities,  the Company shall act upon the basis of  instructions,
notice  or  election  received  from the  registered  owner of such  Registrable
Securities.

         (b) Any notices  required or  permitted  to be given under the terms of
this  Agreement  shall be sent by certified or registered  mail (return  receipt
requested)  or delivered  personally,  by  responsible  overnight  carrier or by
confirmed facsimile,  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  responsible  overnight  carrier  or  confirmed  facsimile,  in each  case
addressed to a party. The initial addresses for such communications  shall be as
follows,  and each party shall provide notice to the other parties of any change
in such party's address:


                                       14
<PAGE>

                       (i) If to the Company:

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

                           with     a copy  simultaneously  transmitted  by like
                                    means   (which    transmittal    shall   not
                                    constitute notice hereunder) to:

                           Sheppard Mullin Richter & Hampton LLP
                           800 Anacapa Street
                           Santa Barbara, CA 93101
                           Telephone: (805) 879-1812
                           Facsimile: (805) 568-1955
                           Attention:  Theodore R. Maloney, Esq.

                  (ii) If to any  Investor,  to such  address  as such  Investor
shall have provided in writing to the Company.

         (c)  Failure of any party to  exercise  any right or remedy  under this
Agreement or otherwise,  or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

         (d) This  Agreement  shall be governed by and  construed in  accordance
with the laws of the State of Delaware  applicable  to contracts  made and to be
performed  in the State of  Delaware.  The Company  irrevocably  consents to the
exclusive  jurisdiction of the United States federal courts and the state courts
located in the County of New Castle, State of Delaware in any suit or proceeding
based on or arising under this Agreement and irrevocably  agrees that all claims
in respect of such suit or  proceeding  may be  determined  in such courts.  The
Company  irrevocably  waives  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 first class mail shall be deemed in every
respect  effective  service  of  process  upon the  Company  in any such suit or
proceeding. Nothing herein shall affect any Investor'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.

         (e) This Agreement and the other Transaction  Documents  (including any
schedules and exhibits hereto and thereto) constitute the entire agreement among
the parties hereto with respect to the subject matter hereof and thereof.  There
are no restrictions,  promises, warranties or undertakings, other than those set
forth  or  referred  to  herein  and  therein.  This  Agreement  and  the  other
Transaction  Documents  supersede all prior agreements and understandings  among
the parties hereto with respect to the subject matter hereof and thereof.


                                       15
<PAGE>

         (f) Subject to the  requirements  of Section 9 hereof,  this  Agreement
shall inure to the benefit of and be binding upon the  successors and assigns of
each of the parties hereto.

         (g) The headings in this  Agreement  are for  convenience  of reference
only and shall not limit or otherwise affect the meaning hereof.

         (h) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which shall  constitute one and the
same agreement.  This Agreement,  once executed by a party,  may be delivered to
the other party hereto by  facsimile  transmission  of a copy of this  Agreement
bearing the signature of the party so delivering this Agreement.

         (i) Each party shall do and perform, or cause to be done and performed,
all such further acts and things,  and shall  execute and deliver all such other
agreements,  certificates,  instruments  and  documents,  as the other party may
reasonably  request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.

         (j) Unless other expressly provided herein, all consents, approvals and
other  determinations  to be made by the  Investors  pursuant to this  Agreement
shall be made by the Investors holding a majority in interest of the Registrable
Securities  (determined as if all Preferred Stock and Warrants then  outstanding
had been converted  into or exercised for  Registrable  Securities)  held by all
Investors.

         (k) The  initial  number  of  Registrable  Securities  included  on any
Registration Statement filed pursuant to Section 2(a) or 3(b), and each increase
to the number of Registrable Securities included thereon, shall be allocated pro
rata among the Investors  based on the number of Registrable  Securities held by
each Investor at the time of such establishment or increase, as the case may be.
In the event an Investor  shall sell or otherwise  transfer any of such holder's
Registrable Securities, each transferee shall be allocated a pro rata portion of
the number of Registrable  Securities  included on a Registration  Statement for
such transferor. Any shares of Common Stock included on a Registration Statement
and which  remain  allocated  to any  person or entity  which  does not hold any
Registrable  Securities shall be allocated to the remaining Investors,  pro rata
based on the  number  of  shares  of  Registrable  Securities  then held by such
Investors. For the avoidance of doubt, the number of Registrable Securities held
by any Investor shall be determined as if all Preferred  Stock and Warrants then
outstanding were converted into or exercised for Registrable Securities.

         (l) Each party to this Agreement has  participated  in the  negotiation
and  drafting of this  Agreement.  As such,  the  language  used herein shall be
deemed to be the language  chosen by the parties  hereto to express their mutual
intent, and no rule of strict  construction will be applied against any party to
this Agreement.

         (m) The Company  acknowledges  that the  obligations  of each  Investor
under this Agreement and each of the other Transaction Documents are several and
not joint with the obligations of any other  Investor,  and no Investor shall be
responsible  in any way for the  performance  of the  obligations  of any  other
Investor under the Transaction Documents. Each Investor acknowledges that it has

                                       16
<PAGE>

independently  evaluated  the merits of the  transactions  contemplated  by this
Agreement  and  the  other  Transaction  Documents,  that  it has  independently
determined to enter into the transactions  contemplated hereby and thereby, that
it is not relying on any advice from or  evaluation by any other  Investor,  and
that it is not acting in concert with any other  Investor in making its purchase
of securities  hereunder or in  monitoring  its  investment in the Company.  The
Investors and, to its  knowledge,  the Company agree that the no action taken by
any Investor  pursuant hereto or to the other  Transaction  Documents,  shall be
deemed to constitute the Investors as a  partnership,  an  association,  a joint
venture or any other kind of entity,  or create a presumption that the Investors
are in any way acting in concert or would deem such Investors to be members of a
"group" for  purposes of Section  13(d) of the Exchange  Act, and the  Investors
have not agreed to act together for the purpose of acquiring, holding, voting or
disposing  of equity  securities  of the  Company.  The  Company  has elected to
provide all  Investors  with the same terms and  Transaction  Documents  for the
convenience of the Company and not because it was required or requested to do so
by the Investors.  The Company  acknowledges that such procedure with respect to
the Transaction Documents in no way creates a presumption that the Investors are
in any way acting in concert or as a "group" for  purposes  of Section  13(d) of
the Exchange Act with respect to the Transaction  Documents or the  transactions
contemplated  hereby or thereby.  Each  Investor  acknowledges  that it has been
represented by its own separate legal counsel in their review and negotiation of
the Transaction  Documents.  Each Investor further acknowledges that SDS Capital
has retained Drinker Biddle & Reath LLP to act as its counsel in connection with
the  transactions  contemplated  by this  Agreement  and the  other  Transaction
Documents  and that Drinker  Biddle & Reath LLP has not acted as counsel for any
of the other  Investors in connection  therewith and none of the other Investors
have the  status  of a client of  Drinker  Biddle & Reath  LLP for  conflict  of
interest or other purposes as a result thereof.

         (n) For purposes of this  Agreement,  the term "business day" means any
day other than a Saturday or Sunday or a day on which  banking  institutions  in
the  State  of New  York are  authorized  or  obligated  by law,  regulation  or
executive order to close,  and the term "trading day" means any day on which the
Bulletin Board or, if the Common Stock is not then traded on the Bulletin Board,
the principal national securities exchange,  automated quotation system or other
trading market where the Common Stock is then listed,  quoted or traded, is open
for trading.


                  [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]

                                       17
<PAGE>






         IN WITNESS  WHEREOF,  the undersigned  Initial Investor and the Company
have  caused  this  Agreement  to be duly  executed  as of the date first  above
written.

P-COM, INC.


By:
    -------------------------------------------------
Name:
Title:

INITIAL INVESTORS:


    -------------------------------------------------
               (Print or Type Name of Purchaser)


By:
    -------------------------------------------------
Name:
Title:



                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>

                                                                 EXHIBIT A


[Date]

[Transfer Agent]


RE:      P-COM, INC.

Ladies and Gentlemen:

We are counsel to P-Com,  Inc., a  corporation  organized  under the laws of the
State of Delaware (the  "COMPANY"),  and we  understand  that [Name of Investor]
(the "HOLDER") has purchased from the Company (i) shares of Series C Convertible
Preferred Stock that are convertible  into shares of the Company's common stock,
par value $0.0001 per share (the "COMMON  STOCK"),  and (ii) warrants to acquire
shares of Common Stock. Pursuant to a Registration Rights Agreement, dated as of
September ___, 2003, by and among the Company and the  signatories  thereto (the
"REGISTRATION  RIGHTS  AGREEMENT"),  the Company  agreed with the Holder,  among
other things, to register the Registrable Securities (as that term is defined in
the Registration  Rights Agreement) under the Securities Act of 1933, as amended
(the  "SECURITIES  ACT"),  upon the terms  provided in the  Registration  Rights
Agreement.  In connection with the Company's  obligations under the Registration
Rights Agreement, on [_____________ ___, ____], the Company filed a Registration
Statement  on Form  S-___  (File  No.  333-  _____________)  (the  "REGISTRATION
STATEMENT") with the Securities and Exchange  Commission (the "SEC") relating to
the  Registrable  Securities,  which  names the Holder as a selling  stockholder
thereunder.  The  Registration  Statement  was declared  effective by the SEC on
_____________, ____.

In connection with the foregoing, we advise you that a member of the SEC's staff
has advised us by telephone that the SEC has entered into an order declaring the
Registration   Statement   effective  under  the  Securities  Act  at  [time  of
effectiveness]  on  [date of  effectiveness],  and we have no  knowledge,  after
telephonic  inquiry  of a  member  of the  SEC's  staff,  that  any  stop  order
suspending its  effectiveness  has been issued or that any  proceedings for that
purpose are pending before, or threatened by, the SEC.

Based on the foregoing,  we are of the opinion that the  Registrable  Securities
are available for resale under the Securities  Act pursuant to the  Registration
Statement.

Very truly yours,


[NAME OF COUNSEL]

cc:      [Name of Investor]

</TEXT>
</DOCUMENT>
