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                                                                   EXHIBIT 10.60


                     COMMON STOCK PIPES PURCHASE AGREEMENT

     THIS COMMON STOCK PIPES PURCHASE AGREEMENT (the "Agreement") is made as of
January 6, 2000, by and among P-Com, Inc., a Delaware corporation (the
"Company"), and the investors listed on Schedule A attached hereto (each an
"Investor" and collectively the "Investors").

                                   RECITALS:
                                   --------

     A.   The Company desires to sell shares of the Company's Common Stock,
$.0001 par value ("Common Stock") to the Investors, and the Investors desire to
purchase shares of Common Stock, on the terms and subject to the conditions set
forth in this Agreement.

     THE PARTIES AGREE AS FOLLOWS:

     1.   Purchase and Sale of Common Stock.
          ---------------------------------

          1.1  Sale and Issuance of Common Stock. The Company shall sell to each
               ---------------------------------
Investor and each Investor shall purchase from the Company, on the date of the
Closing (as defined in Section 1.2 below), at a price per share equal to the
Formula Price (as defined in Section 1.3 below), that number of shares of Common
Stock equal to the quotient of dollar value of such Investor's investment as
indicated on Schedule A divided by the Formula Price, as defined below (the
"Shares").

          1.2  Closing. The purchase and sale of the Shares shall take place at
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11:00 a.m. Pacific Standard Time promptly after the Trigger Time (as defined
below), at the offices of Brobeck, Phleger & Harrison LLP, 550 West "C" Street,
San Diego, California 92101, or on such date and at such time and place as the
Company and the Investors shall mutually agree (the "Closing"). At the Closing
the Company shall deliver to each Investor a stock certificate representing the
Shares purchased by it against delivery to the Company (or to an
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escrow account designated by the Company) by each Investor of the quantity of
funds indicated adjacent to such Investor's name on Schedule A by wire transfer
to the Company (or to an escrow account designated by the Company). The "Trigger
Time" means the first moment on which the aggregate borrowings of the Company
from Foothill Capital Corporation or Greyrock Capital equal or exceed
$12,000,000 provided however, if the Company does not borrow at least
$12,000,000 from either Foothill Capital Corporation or Greyrock Capital but the
gross proceeds deposited into the Investor Trust Account (defined below) from
the sale of the Shares hereunder equal or exceed $42,999,975 then the "Trigger
Time" shall be deemed to have occurred at the opening of business on January 13,
2000. The Investor Trust Account means that certain trust account identified in
Schedule B hereto established by Shartsis, Friese & Ginsburg LLP for the purpose
of collecting funds from the Investors for the purchase of Shares. The funds
from the Investor Trust Account shall be released to the Company at the Closing.
If the Closing has not occurred by January 20, 2000, each Investor depositing
funds into the Investor Trust Account shall be entitled to have its funds
returned by providing a written request to Shartsis, Friese & Ginsburg LLP
requesting the return of such funds.

          1.3  Formula Price. The "Formula Price" means the product, rounded to
               -------------
the nearest whole cent, of 85% times the mean average of the 60 closing sale
prices of the Common Stock, as reported by the Nasdaq National Market, for the
60 consecutive trading days ending on and including January 5, 2000, i.e., the
Formula Price is $5.71.

          1.4  Restrictions on Future Sales. Until such time as the Shares are
               ----------------------------
registered for resale as required pursuant to Section 4 hereof or may otherwise
be sold in a single transaction pursuant to Rule 144, the Company shall not
issue, offer or sell any Common Stock (or any security convertible or
exchangeable into Common Stock) on terms more favorable than

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the terms that the Shares and the Warrants (as defined below) are being sold to
the Investors pursuant to this Agreement. For this purpose, the price will not
be deemed "more favorable" if it is equal to or more than the product, rounded
to the nearest whole cent, of 85% times the mean average of the 60 closing sale
prices of the Common Stock, as reported by the Nasdaq National Market, for the
60 consecutive trading days ending on and including the date of the sale of such
other shares. In addition, until such time as the Shares are registered for
resale as required pursuant to Section 4 hereof or may otherwise be sold in a
single transaction pursuant to Rule 144, the Company shall not issue, offer or
sell any Common Stock (or any security convertible or exchangeable into Common
Stock) at an absolute price lower than this Agreement's Formula Price (even if
such transaction is otherwise in compliance with this Section 1.4) unless the
Company has first given each Investor written notice of intent to offer an
amount specified in the notice of such securities at a price and on terms
specified in the notice; each Investor then shall have (pro rata) a right of
first offer to purchase some or all of the offered securities at the stated
price and terms. Each Investor shall have 20 days after receipt of the written
notice to accept such right of first offer in whole or in part, and at the end
of such 20 days the right shall expire with respect to such notice to the extent
it has not been exercised. The Company shall then have the right, without
passing again through the right of first offer process, to sell up to all of the
untaken securities at the notice price and terms (or other price and terms more
favorable to the Company) within 60 days after the expiration of the right with
respect to such notice.

     2.   Representations and Warranties of the Company. For purposes of this
          ---------------------------------------------
Section 2, unless the context otherwise requires, the term "Company" shall
include the Company and its subsidiaries as listed in its most recent Annual
Report on Form 10-K/A for the year ended December 31, 1998 (the "Annual Report")
filed with the Securities and Exchange Commission

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(the "SEC"). Except as set forth in the Disclosure Schedule delivered to the
Investors supplementally (the "Disclosure Schedule"), the Company hereby
represents and warrants to the Investors as follows:

          2.1  Corporate Organization and Authority of the Company. The Company
               ---------------------------------------------------
and each of its subsidiaries:

               (a)  is a corporation duly organized, validly existing,
authorized to exercise all its corporate powers, rights and privileges and in
good standing in the state or jurisdiction of its incorporation;

               (b)  has the corporate power and authority to own and operate its
properties and to carry on its business as presently conducted and as proposed
to be conducted; and

               (c)  is qualified to do business as a foreign corporation in each
jurisdiction in which the ownership of its property or the nature of its
business requires such qualification, except where failure to so qualify would
not have a materially adverse effect on the business, properties or financial
condition of the Company and its subsidiaries, taken as a whole. The Company has
furnished to the Investors true and correct copies of its Certificate of
Incorporation and Bylaws, each as amended to date.

          2.2  Capitalization. The authorized capital stock of the Company
               --------------
consists of:

               (a)  Preferred Stock. 2,000,000 shares of Preferred Stock,
                    ---------------
$.0001 par value, 750,000 shares of which have been designated Series A Junior
Participating Preferred Stock, of which none were issued and outstanding as of
January 6, 2000.

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               (b)  Common Stock. 95,000,000 shares of  Common Stock, $.0001 par
                    ------------
value, of which 68,229,360 shares were issued and outstanding as of January 6,
2000 (including shares issued on January 5, 2000 in a stock-for-debt exchange).

               (c)  All outstanding shares of the Company's Common Stock have
been duly authorized and validly issued (including, without limitation, issued
in compliance with applicable federal and state securities laws), and are fully
paid and nonassessable.

               (d)  Since December 31, 1999, the Company has not issued any
shares of Common Stock or Preferred Stock except in connection with a January 5,
2000 stock-for-debt exchange or the exercise of outstanding options or warrants.
Except as described in the Disclosure Schedule, there are no options, warrants,
conversion privileges or other contractual rights presently outstanding to
purchase or otherwise acquire from the Company any shares of the Company's
capital stock or other securities (whether or not authorized).

          2.3  Subsidiaries. The Company does not presently own, have any
               ------------
investment in, or control, directly or indirectly, any subsidiaries,
associations or other business entities, except as disclosed in the Annual
Report. The Company is not a participant in any joint venture or partnership,
except as disclosed in the Annual Report.

          2.4  Authorization. All corporate action on the part of the Company,
               -------------
its officers, directors and stockholders necessary for the authorization,
execution, delivery and performance by the Company of all its obligations under
this Agreement and for the authorization, issuance, sale and delivery of the
Shares has been taken, and this Agreement, once executed by the Company and each
Investor, will constitute a legally binding and valid obligation of the Company
enforceable in accordance with its terms, such enforceability being subject only
to laws of general application relating to bankruptcy, insolvency and the relief
of

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debtors and rules of law governing specific performance, injunctive relief or
other equitable remedies. Except for rights, if any, which have been duly
waived, the issuance and sale of the Shares will not give rise to any preemptive
rights or rights of first refusal on behalf of any person in existence on the
date hereof.

          2.5  Validity of Shares. The Shares and the Warrants (defined below),
               ------------------
when issued, sold and delivered in accordance with the terms and for the
consideration expressed in this Agreement, shall be duly and validly issued
(including, without limitation, compliance with applicable federal and state
securities laws), fully paid and nonassessable, and free and clear of all
pledges, liens, encumbrances and restrictions other than any liens or
encumbrances created by or imposed on the holder thereof through no action of
the Company. The common stock issuable on exercise of the Warrants (the "Warrant
Shares"), when issued in accordance with the Warrants, shall be duly and validly
issued (including, without limitation, compliance with applicable federal and
state securities laws), fully paid and non-assessable and free and clear of all
pledges, liens, encumbrances and restrictions other than any liens or
encumbrances created by or imposed on the holder thereof through no action of
the Company. The Company will reserve shares of Common Stock under the Warrants
as such shares accrue in accordance with Sections 4.1(d) and 4.1(h) hereof, and
on issuance of the Warrants, all Warrant Shares will be duly and validly
reserved for issuance. Assuming the truth and accuracy of the representations
made by the Investors, the offer, sale and issuance of the Common Stock, the
Warrants and the Warrant Shares are exempt from the registration requirements of
the Securities Act and applicable state securities Laws, and neither the Company
nor any authorized agent acting on its behalf has taken or will take any action
hereafter that would cause the loss of such exemption.

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          2.6  No Conflict. The execution and delivery of this Agreement do not,
               -----------
and the consummation of the transactions contemplated hereby will not, conflict
with, or result in any violation of, or default (with or without notice or lapse
in time, or both) under, or give rise to a right of termination, cancellation or
acceleration of any obligation or to a loss of a material benefit under, any
provision of the Certificate of Incorporation or Bylaws of the Company. The
execution and delivery of this Agreement do not, and the consummation of the
transactions contemplated hereby will not, conflict with, or result in any
violation of, or default (with or without notice or lapse in time, or both)
under, or give rise to a right of termination, cancellation or acceleration of
any obligation or to a loss of a material benefit under, any provision of any
mortgage, indenture, lease or other agreement or instrument, permit, concession,
franchise, license, judgment, order, decree, statute, law, ordinance, rule or
regulation applicable to the Company, its properties or assets, the effect of
which could have a material adverse effect on the Company or materially impair
or restrict its power to perform its obligations as contemplated hereby.

          2.7  Accuracy of Reports. The Annual Report, the Company's quarterly
               -------------------
report on Form 10-Q for the quarter ended September 30, 1999 filed with the SEC
(the "Quarterly Report"), and all reports required to be filed by the Company
thereafter to the date of this Agreement under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), copies of which have been furnished to
the Investors (together, the "SEC Reports"), have been duly filed, were (as
amended to date) complete and correct in all material respects as of the dates
at which the information was furnished, and (as amended to date) contained (as
of such dates) no untrue statement of a material fact nor omitted to state a
material fact necessary in order to make

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the statements made therein, in light of the circumstances in which they were
made, not misleading.

          2.8  Changes. Except as otherwise disclosed herein, in the Disclosure
               -------
Schedule or in the SEC Reports, between September 30, 1999 and the date of this
Agreement there has not been:

               (a)  any change in the assets, liabilities, financial condition,
prospects or operations of the Company from that reflected in the Quarterly
Report, except changes in the ordinary course of business which have not been,
either in any individual case or in the aggregate, materially adverse;

               (b)  any material change in the contingent obligations of the
Company, whether by way of guaranty, endorsement, indemnity, warranty or
otherwise;

               (c)  any damage, destruction or loss, whether or not covered by
insurance, materially and adversely affecting the properties or business of the
Company;

               (d)  any declaration or payment of any dividend or other
distribution of the assets of the Company;

               (e)  any labor organization activity; or

               (f)  to the best of the Company's knowledge, any other event or
condition of any character which has materially and adversely affected the
Company's assets, liabilities, financial condition, prospects or operations.

          2.9  Government Consent, etc. No consent, approval or authorization of
               -----------------------
or designation, declaration or filing with any governmental authority or any
other person or entity (except Union Bank of California and Bank of America) on
the part of the Company is required in connection with the valid execution and
delivery of this Agreement, or the offer, sale or

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issuance of the Shares, or the consummation of any other transaction
contemplated hereby, except the filing of a Registration Statement and related
activities pursuant to Section 4 hereof.

          2.10 Full Disclosure. The representations and warranties of the
               ---------------
Company contained in this Agreement, when read together with the Disclosure
Schedule and the SEC Reports, do not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements contained herein, in light of the circumstances under which they were
made, not misleading.

          2.11 Conflicts Prohibited. The Company represents, warrants and
               --------------------
covenants that to the best of its knowledge no officer or employee of any
Investor has a direct or indirect economic interest in the Company or its
property or contracts other than as disclosed in the SEC Reports, nor will any
officer or employee of any Investor receive, directly or indirectly, anything of
substantial economic value for his or her private benefit from the Company or
anyone acting on its behalf in connection with the investment made pursuant to
this Agreement.

          2.12 Intellectual Property. The Company has not violated and is not
               ---------------------
currently in violation of any copyright, trademark or other intellectual
property rights of any third persons, except to the extent that such violation
does not materially and adversely affect the Company or its operations.

          2.13 Litigation/Bankruptcy/Malfeasance. The Company is not the subject
               ---------------------------------
of and has not received notice of any legal proceedings of the following types
to which the Company is a party (or, if applicable, any executive officer or
director of the Company) or any of its property is the subject: any proceeding
that involves a claim against the Company for damages in excess of $500,000; any
material bankruptcy, receivership or similar proceedings with respect to the
Company; or any criminal proceedings or civil proceedings for fraud or

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malfeasance of which a director or executive officer of the Company is the
subject (excluding minor offenses).

          2.14 Year 2000. To the Company's knowledge, except for matters which
               ---------
would not in the aggregate result in a material adverse effect on the Company,
each hardware and software product and other computer and information technology
used by the Company in its business (collectively, the "Software") will
accurately receive, provide and process date and time data (including, but not
limited to, calculating, comparing and sequencing) from, into and between the
twentieth and twenty-first centuries, including, without limitation, leap year
calculations, without a decrease in the functionality of the Software so that
the Software will not malfunction, cease to function or provide invalid or
incorrect results as a result of date or time data, to the extent that other
information technology, used in combination with the Software, properly
exchanges date and/or time data with it. To the Company's knowledge, except for
matters which would not in the aggregate result in a material adverse effect on
the Company, the Software is designed to be used prior to, during and after the
calendar year 2000 A.D. and will operate during each such time period without
error relating to date or time data, specifically including any error relating
to, or the product of, date data which represents or references different
centuries or more than one century. Without limiting the generality of the
foregoing, to the Company's knowledge, except for matters which would not in the
aggregate result in a material adverse effect on the Company, the Software (a)
will not abnormally end or provide invalid or incorrect results as a result of
date or time data, specifically including date data that represents or
references different centuries or more than one century, (b) has been designed
to ensure year 2000 compatibility, including, but not limited to, date data
century recognition, calculations which accommodate same century and multi-
century formulas and date values, and

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date data interface values that reflect the century, and (c) includes "Year 2000
Capabilities," meaning that the Software (i) will manage and manipulate data
involving dates or time, including single century formulas and multi-century
formulas, and will not cause an abnormally ending scenario within the
application or generate incorrect values or invalid results involving such
dates, (ii) provides that all date-related user interface functionalities and
data fields include the indication of century, and (iii) provides that all date-
related data interface functionalities include the indication of century.

          2.15 Investment Company. The Company represents and warrants that it
               ------------------
is not an "investment company" or a company "controlled" by an "investment
company", within the meaning of the Investment Company Act of 1940, as amended
(the "1940 Act"). In addition, the Company agrees that it shall not become an
"investment company" or a company "controlled" by an "investment company",
within the meaning of the 1940 Act. In the event that the Company breaches the
foregoing, the Company shall forthwith notify the Investors and shall take
immediate corrective action to remedy such breach.

     3.   Representations and Warranties of the Investors. Each Investor
          -----------------------------------------------
severally, and not jointly, represents and warrants to the Company as follows:

          3.1  Organization. It is validly existing under the laws of the state
               ------------
(or country) in which it is chartered, with all requisite power and authority to
conduct its business as now being conducted.

          3.2  Authority. It has all corporate or partnership, as the case may
               ---------
be, right, power and authority to enter into this Agreement and to consummate
the transactions contemplated hereby. The execution and delivery of this
Agreement by the Investor and the consummation by it of the transactions
contemplated hereby have been duly authorized by all

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necessary corporate or partnership, as the case may be, action on behalf of the
Investor. This Agreement has been duly executed and delivered by and constitutes
a legal, valid and binding obligation of the Investor, enforceable in accordance
with its terms, subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors and rules of law governing specific
performance, injunctive relief or other equitable remedies. The execution and
delivery of this Agreement do not, and the consummation of the transactions
contemplated hereby will not, conflict with or result in any violation of any
obligation under any provision of the organizational or other charter documents
of the Investor or any judgment, order, decree, statute, law, ordinance, rule or
regulation applicable to the Investor.

          3.3  Information. The Investor represents that it has received all the
               -----------
information it has requested from the Company and considers necessary or
appropriate for deciding whether to purchase the Shares. The delivery of any
information by the Company to the Investor shall not abrogate the
representations and warranties of the Company contained herein.

          3.4  No Current Resale. The Investor is acquiring the Shares for its
               -----------------
own account and not with a view to sale or distribution. Any such sale or
distribution shall be made only in compliance with the provisions of the
Securities Act of 1933, as amended (the "Securities Act") and all applicable
blue sky laws. The Investor acknowledges that the Shares are not now registered
under the Securities Act or any blue sky law, and might never be so registered.
The Investor further acknowledges that the stock certificate representing the
Shares will bear a customary securities-law restrictive legend.

          3.5  Status of Investor (Regulation D). The Investor is an "accredited
               ---------------------------------
investor" as such term is defined in Rule 501 as promulgated by the SEC under
the Securities Act.

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          3.6  No Net Change. There has been no change in excess of $1,000 in
               -------------
the Investor's net position in Common Stock of the Company since December 31,
1999.

     4.   Covenants.
          ---------

          4.1  Registration of Shares.
               ----------------------

               (a)  The Company shall, before the later of (i) 20 days after the
SEC declares effective the Company's Form S-3 registration statement for the
resale of the Common Stock issued by the Company in exchange for its Series B
Convertible Participating Preferred Stock, and (ii) 45 days following the
Closing, prepare and file with the SEC a registration statement on Form S-1
under the Securities Act covering the resale of the Shares by any Investor
(subject to Section 4.1(g), the "Registration Statement"), and corresponding
applications for registration under the blue sky laws of any states for which
any Investor reasonably requests in writing to the Company that the Company
obtain such blue-sky registration (it being understood that in the vast majority
of states no such registration is legally required, due to the Company's Nasdaq
National Market listing or other reasons). The Company shall use its best
efforts to obtain effectiveness of the Registration Statement and such blue sky
registrations as soon thereafter as practicable, and in any event within 90 days
after the Closing. If the Registration Statement has not been declared effective
within 90 days after the Closing or at any such time as a Warrant (as defined in
Section 4.1(h) below) is issued to an Investor, the Company shall also be
required to register for resale any and all Warrant Shares (as defined in
Section 4.1(h) below) to the same extent they were Shares. The Company shall use
its best efforts to keep the Registration Statement and such blue sky
registrations effective after that. Notwithstanding the foregoing, the Company
will only be required to maintain the effectiveness of the Registration
Statement and such blue sky registrations until the earlier of (i) such time as
all of the Shares have been disposed of by the Investors, or (ii) such date on
which the Investors may legally

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dispose of all of the Shares in one transaction in the open market pursuant to
Rule 144(k) under the Securities Act. The Company shall also cause the Shares
and any Warrant Shares to be listed on the Nasdaq National Market and on any
stock exchange on which the Common Stock may from time to time be listed. The
Company shall pay all fees and expenses incurred by the Company in connection
with preparing, filing, prosecuting and updating the Registration Statement,
such blue sky applications and registrations, and such listing, including all
registration and filing fees, listing fees, printing expenses, and fees and
disbursements of the Company's counsel and accountants.

               (b)  Each Investor shall cooperate fully with the Company in the
preparation of such Registration Statement and blue sky applications and shall
provide to the Company all information and materials (including updated
information and materials) regarding itself and its proposed method of
disposition of the Shares and any Warrant Shares and take all actions reasonably
requested by the Company to permit the Company to comply with applicable
requirements of the SEC, to comply with applicable requirements of the relevant
blue sky laws, and to obtain the desired acceleration of the effective date of
such Registration Statement.

               (c)  Subject to Section 4.1(d) hereof, the Company shall promptly
prepare and file with the SEC and any relevant blue sky authorities such
amendments and supplements to the Registration Statement and the prospectus used
in connection therewith as may be necessary to keep such Registration Statement
effective and to comply with (and enable the Investors to comply with) the
provisions of the Securities Act and Rule 415 thereunder with respect to the
disposition of all the Shares and any Warrant Shares.

               (d)  During the effectiveness of the Registration Statement, the
Company shall promptly notify the Investors of the happening of any event or
other

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circumstance as the result of which, in the Company's judgment, (i) the
prospectus included in the Registration Statement, as then in effect, would
include an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing, or (ii) the offer or
resale of the Shares and any Warrant Shares would otherwise have a material and
adverse effect on any proposed or pending acquisition, merger, business
combination or other material transaction involving the Company; and, upon
receipt of such notice and until the earlier of (i) the date the Company makes
available to the Investors a supplemented or amended prospectus meeting the
requirements of the Securities Act and relevant blue sky laws, or (ii) the date
the Company notifies the Investors that the Investors may resume offers and
sales using the prior prospectus, the Investors shall not offer or sell any
Shares and any Warrant Shares pursuant to the Registration Statement (and shall
return all copies of such prior prospectus to the Company if requested to do so
by it). Notwithstanding Section 4.1(c), the Company may continue such "blackout"
period or periods for such period of time as the Company considers reasonably
necessary and in its best interest due to circumstances then existing, or simply
due to the fact that amendments/supplements of a Registration Statement/
prospectus cannot be prepared instantly; but in no event may the Company impose
                                         ---
"blackouts" on the Investors for any period of ten or more consecutive business
days or totaling more than 20 days in any 12 month period (plus any "Permitted
Blackouts" as defined in the Registration Rights Agreement dated as of December
21, 1998 between the Company, Castle Creek Technology Partners LLC and others).

               (e)  The Company shall not be required to apply for or obtain
blue sky registration in any state if in connection therewith or as a condition
thereto it must (i) qualify to do business in such state where it would not
otherwise be required to qualify, (ii) subject itself to

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general taxation in such state, (iii) file a general consent to service of
process in such state, or (iv) make any change in its Certificate of
Incorporation or Bylaws, which the Company's Board of Directors determines to be
contrary to the best interests of the Company and its stockholders.

               (f)  Indemnification.
                    ---------------

                    (i)    The Company will indemnify each Investor, and each of
the officers and directors of, and each person controlling, each Investor,
against all claims, losses, expenses, damages and liabilities (or actions in
respect thereto) arising out of or based on (A) any untrue statements (or
alleged untrue statement) of a material fact contained in any prospectus
contained in any registration statement covering the Shares for resale, or based
on any omission (or alleged omission) to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
or (B) any misrepresentation or breach of any representation or warranty given
or made by the Company in this Agreement, and will reimburse each Investor, each
of its officers and directors and each person controlling each Investor, for any
reasonable legal and any other expenses incurred in connection with
investigating, defending or settling any such claim, loss, damage, liability or
action, provided that the Company will not be liable in any such case to the
extent that any such claim, loss, damage or liability is caused by any untrue
statement or omission based upon written information furnished to the Company by
such Investor specifically for use therein.

                    (ii)   Each Investor will indemnify the Company, each of its
directors and officers, and each person who controls the Company within the
meaning of the Securities Act, against all claims, losses, expenses, damages and
liabilities (or actions in respect thereof) arising out of or based on (A) any
untrue statement (or alleged untrue statement) of a material fact contained in
any such prospectus, or any omission (or alleged omission) to state

                                       16
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therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, or (B) any sale of Shares which violates (or
allegedly violates) the Securities Act because of violation of the prospectus
delivery requirement or because more or less than the information in such
prospectus is given (or alleged to be given) in connection with the sale, or (C)
any misrepresentation or breach of any representation or warranty given or made
by such Investor in this Agreement, and will reimburse the Company, and such
directors, officers, or controlling persons, for any reasonable legal or any
other expenses incurred in connection with investigating, defending or settling
any such claim, loss, damage, liability or action, but in the case of subsection
(f)(ii)(A) to the extent, and only to the extent, that such untrue statement (or
alleged untrue statement) or omission (or alleged omission) is made in such
prospectus in reliance upon and in conformity with written information furnished
to the Company by such Investor specifically for use therein provided, however,
that the indemnity agreement contained in this section 4.1(f)(ii) shall not
apply to amounts paid in settlement of any such claims, losses, expenses,
damages and liabilities if such settlement is effected without the consent of
the Investor, which consent shall not be unreasonably withheld; provided,
further, that in no event shall any indemnity under this section 4.1(f)(ii)
exceed the net proceeds from the offering received by such Investor.

                    (iii)  Each party entitled to indemnification under this
Section 4.1(f) (the "Indemnified Party") shall give notice to the party required
to provide indemnification (the "Indemnifying Party") promptly after such
indemnified party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or litigation,

                                       17
<PAGE>

shall be approved by the Indemnified Party (whose approval shall not be
unreasonably withheld), and the Indemnified Party may participate in such
defense at the Indemnified Party's expense, and provided further that the
failure of any Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligations hereunder, unless such failure
resulted in actual detriment to the Indemnifying Party. The Indemnified Party
shall provide all cooperation reasonably requested for the defense of the claim
or litigation. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation. An Indemnified Party shall not decline any settlement complying with
the foregoing if it requires nothing of the Indemnified Party other than the
payment of money (which is in fact paid by the Indemnifying Party) and does not
include an admission of liability.

                    (iv)   In order to provide for just and equitable
contribution to joint liability under the Securities Act in any case in which
any person or entity entitled to indemnification under Section 4.1(f) makes a
claim for indemnification pursuant to this Section 4.1(f) but it is judicially
determined (by entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial of the last
right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that this Section 4.1(f) provides for indemnification
in such case; then, and in such case, the party that would otherwise be required
to indemnify under Section 4.1(f) will contribute to the aggregate losses,
claims, damages or liabilities to which the other parties may be subject (after
contribution from others) in such proportion as is appropriate to reflect the
relative fault of the

                                       18
<PAGE>

parties in connection with the losses suffered, as well as any other relevant
equitable considerations.

               (g)    The parties agree that if the Company becomes eligible to
register securities for resale on Form S-3 it may choose to register the Shares
for resale on Form S-3 and, after the SEC declares such Form S-3 registration
statement effective, so notify the Investors, provide all relevant deliverables
(such as a supply of new prospectuses), and then (if the original Form S-1
Registration Statement had already been declared effective) deregister the
Shares from the original Form S-1 Registration Statement. Thereafter such Form
S-3 Registration Statement shall, for all purposes of this Agreement, be deemed
to be the "Registration Statement."

               (h)    If the Shares have not been registered for resale by
date that is three months following the Closing (the "Penalty Date"), the
Company shall be obligated to issue each Investor a warrant (each a "Warrant"
and collectively the "Warrants") on substantially the form attached hereto as
Exhibit C. The number of shares for which each Warrant is exercisable for is to
be determined as follows: for each month (pro rata for partial months) following
the Penalty Date that the Shares have not been registered for resale the Warrant
shall be issued for 3% of the number of Shares such Investor has purchased
pursuant to Section 1.1 hereof. No Warrants shall be issuable if the
Registration Statement is declared effective within the first three months after
the date of Closing. For the purposes of this subsection (h) a "month" shall be
deemed to begin on the same numbered day in each calendar month as the numbered
day of the month on which the Closing occurs. As the obligation to issue the
Warrants accrues, the Company shall reserve for issuance the corresponding
number of Warrant Shares. In no event shall Warrant Shares accrue to an Investor
to the extent that delay was caused by such Investor's violation of Section
4.1(b).

                                       19
<PAGE>

     Although the obligation to issue Warrants will begin 3 months after the
Penalty Date, the Company shall not actually issue such Warrants until the
earlier of (i) the day after the Company first registers the Shares for resale
or (ii) one year and one day after the Penalty Date (the "Warrant Issuance
Date"). In the event clause (ii) in the preceding sentence applies then
additional Warrants shall be issued, pursuant to this subsection, every three
months after the first Warrant Issuance Date, as appropriate (each a "Warrant
Issuance Date" and collectively the "Warrant Issuance Dates"). The maximum
duration of the period of exerciseability for the Warrant shall be until the
third anniversary of the respective Warrant Issuance Date. The initial Exercise
Price per share of the Warrant shall be 80% of the price which was the lowest
closing sale price of the Common Stock, as reported by the Nasdaq National
Market, during the period between the Closing and the respective Warrant
Issuance Date.

               (i)  From the date hereof through a period of 20 days following
the date that the Registration Statement is first declared effective, the
Company shall not register any securities other than securities issued in
connection with (1) any stock option plan, stock purchase plan, stock bonus plan
or other plan for the benefit of employees, officers or directors of the Company
or (2) the exercise of any rights, warrants or options heretofore granted or
issued by the Company for the acquisition of any securities, provided however
the Company may register securities (other than for resale) provided that the
Company includes in such registration statement the registration for resale of
the Shares and any Warrant Shares; provided further, that the registration
rights granted to Investors pursuant to this Agreement shall be enforceable
against the Company in connection with such registration statement as if it were
a registration

                                       20
<PAGE>

statement filed pursuant to this Agreement. Neither such prohibition nor such
piggyback provision shall apply to the Form S-3 registration statement described
in Section 4.1(a)(i).

               (j)  The Company shall cooperate with the Investors to facilitate
the timely preparation and delivery of certificates representing the Shares and
Warrant Shares to be offered for resale pursuant to the Registration Statement
and enable such certificates to be in such denomination or amounts, as the case
may be, as the Investors may reasonably request and registered in such names as
the Investors may request after a Registration Statement which includes the
Shares or Warrant Shares is ordered effective by the SEC, that the Company
deliver, and on such request, the Company shall cause its legal counsel to
deliver to the transfer agent for the Shares and Warrant Shares an opinion of
such counsel in appropriate form to ensure the transfer of such shares without
legend upon delivery by the Investors to the transfer agent of a certificate
that the resale was made via proper delivery of the Prospectus under the
Registration Statement.

          4.2    Deliverables Upon Effectiveness. When and if the SEC declares
                 -------------------------------
the Registration Statement effective, the Company shall promptly deliver to
each Investor:

                 (a)   A certificate signed by the Chief Executive Officer or
President of the Company that the Registration Statement is effective and, to
his knowledge, no stop order with respect to the Registration Statement has been
issued and no proceedings therefor have been instituted.

                 (b)   A legal opinion of Brobeck, Phleger & Harrison LLP,
counsel to the Company, in substantially the form of Exhibit B.

                 (c)   Such number of copies of the Registration Statement and
(from time to time) of each amendment and supplement thereto, such number of
copies of the

                                       21
<PAGE>

prospectus (including (from time to time) any supplemental or amended
prospectus) included in such Registration Statement, and such other related
documents as the Investors may reasonably request in writing in order to
facilitate the disposition of the Shares by the Investors.

          4.3  Current Public Information. With a view to making available to
               --------------------------
Investors the benefits of Rule 144 promulgated under the Securities Act and any
other rule or regulation of the SEC that may at any time permit Investors to
sell securities of the Company to the public without registration or pursuant to
a registration on Form S-3, the Company agrees to:

               (a) make and keep public information available, as those terms
are understood and defined in SEC Rule 144, at all times from and after the date
of this Agreement so long as the Company remains subject to the periodic
reporting requirements under Sections 13 or 15(d) of the Exchange Act;

               (b)  file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act;
and

               (c)  furnish to each Investor, so long as such Investor owns any
Shares, Warrants or Warrant Shares, forthwith upon request (i) a written
statement by the Company that it has complied with the reporting requirements of
SEC Rule 144, the Securities Act and the Exchange Act, or that it qualifies as a
registrant whose securities may be resold pursuant to Form S-3 (at any time
after it so qualifies), (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 in
availing such Investor of any rule or regulation of the SEC which permits the
selling of any such securities without registration or pursuant to such form.

                                       22
<PAGE>

          4.4  Obligations of the Company. In connection with the registration
               --------------------------
obligations of the Company pursuant to this Agreement, the Company shall, as
expeditiously as reasonably possible:

               (a)  Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of Common Stock and
Warrant Shares owned by them.

               (b)  Provide a transfer agent and registrar for all Common Stock
and Warrant Shares registered pursuant hereunder and a CUSIP number for all such
Common Stock and Warrant Shares, in each case not later than the effective date
of such registration.

          4.5  Sales By Investors. Until the Shares are registered for resale
               ------------------
pursuant to Section 4 hereof or otherwise may be sold in a single transaction
pursuant to Rule 144, each Investor shall not, directly or indirectly, (i)
offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant for
the sale of, or otherwise dispose of or transfer any shares of the Company's
Common Stock that such Investor owns immediately prior to the Closing or any
securities convertible into or exchangeable for Common Stock that such Investor
owns immediately prior to the Closing, or (ii) enter into any swap or any other
agreement or any transaction that transfers, in whole or in part, directly or
indirectly, the economic consequence of ownership of such Common Stock, whether
any such swap or transaction is to be settled by delivery of Common Stock or
other securities, in cash or otherwise.

                                       23
<PAGE>

     5.   Conditions of the Investors' Obligations at Closing. The obligations
          ---------------------------------------------------

of each Investor under Section 1 of this Agreement are subject to the
fulfillment at or before the Closing of each of the following conditions, any of
which may be waived in writing by each Investor:

          5.1  Bringdown. The Company's representations and warranties in
               ---------
Section in Section 2 shall be true in all material respects as of the date of
this Agreement and the Company shall not have intentionally done or omitted to
do, between the date of this Agreement and the Closing, anything which has
caused such representations and warranties not to be true in all material
respects as if made on and as of the date of the Closing. The Company shall have
performed or fulfilled in all material respects all agreements, obligations and
conditions contained herein required to be performed or fulfilled by the Company
before such Closing.

          5.2  Blue Sky Compliance. The Company shall be exempt from or have
               -------------------
registration/qualification requirements of and be effective under all blue sky
laws applicable to the offer and sale of the Shares to the Investors.

          5.3  Compliance Certificate. The Company shall have delivered to each
               ----------------------
Investor a certificate dated as of the date of the Closing signed by the Chief
Executive Officer or President of the Company certifying that, to his knowledge,
the conditions set forth in Sections 5.1, 5.2, 5.5, 5.6, 5.7 and 5.8 have been
satisfied.

          5.4  Opinion of Counsel. There shall have been delivered to each
               ------------------
Investor an opinion of Brobeck, Phleger & Harrison LLP, counsel to the Company,
in substantially the form of Exhibit A, dated the date of the Closing.

          5.5  No Order Pending. There shall not then be in effect any order
               ----------------
enjoining or restraining the transactions contemplated by this Agreement.

                                       24
<PAGE>

          5.6  No Material Litigation. During the period from the date of this
               ----------------------
Agreement to the Closing, no material litigation shall have been initiated
challenging the Company's ownership or its right to use or distribute the core
technology of the Company's products, and the Company shall have not received
any written threat of such litigation or any written claim so challenging the
Company's rights.

          5.7  No Fraud or Malfeasance. During the period from the date of this
               -----------------------
Agreement to the Closing, (a) none of the Company's officers or directors shall
have been removed for fraud or malfeasance in performance of his or her duties
with respect to the affairs of the Company and (b) no new legal proceedings
against any officers or directors of the Company for fraud or malfeasance in the
performance of his or her duties with respect to the affairs of the Company
shall have been instituted by the Company or its stockholders.

          5.8  Trigger Time. The Trigger Time shall have occurred on or before
               ------------
the Closing.

     6.   Conditions of the Company's Obligations at Closing. The obligations of
          --------------------------------------------------
the Company under Section 1 of this Agreement are subject to the fulfillment at
or before the Closing of each of the following conditions, any of which may be
waived in writing by the Company:

          6.1  Bringdown. The Investors' representations and warranties in
               ---------
Section 3 shall be true in all material respects, as if made on and as of the
date of the Closing.

          6.2  Blue Sky Compliance. The Company shall be exempt from or have
               -------------------
complied with the registration/qualification requirements of and be effective
under all blue sky laws applicable to the offer and sale of the Shares to the
Investors.

                                       25
<PAGE>

          6.3  No Order Pending. There shall not then be in effect any order
               ----------------
enjoining or restraining the transactions contemplated by this Agreement.


     7.   Miscellaneous.
          -------------

          7.1  Entire Agreement. This Agreement constitutes the entire contract
               ----------------
between the Company and the Investors relative to the subject matter hereof. Any
previous or contemporaneous agreements, understandings, promises and
representations (whether written or oral) with regard to such subject between
the Company and the Investors are superseded by this Agreement.

          7.2  Governing Law. This Agreement shall be governed by and construed
               -------------
in accordance with the laws of the State of California applicable to contracts
entered into and wholly to be performed within the State of California by
California residents.

          7.3  Counterparts. This Agreement may be executed in counterparts,
               ------------
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

          7.4  Headings. The headings of the Sections and subsections of this
               --------
Agreement are for convenience and shall not determine the interpretation of this
Agreement.

          7.5  Notices. Any notice required or permitted hereunder shall be
               -------
given in writing and shall be conclusively deemed effectively given upon
personal delivery, or, if made by registered or certified United States mail,
postage prepaid, four business days after mailing, or if made by overnight
carrier, one business day after sending, in all instances addressed (i) if to
the Company, as set forth below the Company's name on the signature page of this
Agreement, and (ii) if to the Investors, as set forth on Schedule A, or at such
other address as the Company or Investor may designate by ten days' advance
written notice to each Investor or the Company, respectively.

                                       26
<PAGE>

          7.6  Survival of Warranties. The representations and warranties of the
               ----------------------
parties contained in or made pursuant to this Agreement shall survive the
execution and delivery of this Agreement and the Closing for three years;
provided, however, that such representations and warranties need only be
accurate as of the date of such execution and delivery.

          7.7  Amendment of Agreement. Any provision of this Agreement may be
               ----------------------
modified or amended, at any time, by a written instrument signed by the Company
and by all of the Investors, and not in any other way.

          7.8  Fees and Expenses. The Company and each Investor will each bear
               -----------------
their own fees and expenses in connection with the transactions contemplated by
this Agreement; provided, that the Company shall pay at the Closing up to
$25,000 of legal fees and expenses of Shartsis, Friese & Ginsburg, LLP.

          7.9  Finders' Fees. The Company will hold the Investors harmless from
               -------------
from all finders' or brokers' fees in connection with the sale of the Shares to
the Investors.

          7.10 Use of Proceeds.
               ---------------

               (a)  The Company covenants and agrees that it shall not use any
portion of the purchase price hereunder to fund a settlement of any litigation
pending against the Company as of the Closing, including but not limited to the
currently-pending class action lawsuit against the Company identified in the
Disclosure Schedule.

               (b)  If the gross proceeds to the Company under this Agreement
are less than $30,000,000, the Company covenants to the Investors and agrees
that it shall not use any portion of the purchase price hereunder to repay its
bank debt as described in the SEC Reports. If the gross proceeds to the Company
under the Agreement are $30,000,000 or more, the Company covenants to the
Investors and agrees that it shall use no more of the gross proceeds to the
Company under the Agreement than the Excess Portion to repay its bank debt as

                                       27
<PAGE>

described in the SEC Reports. The "Excess Portion" is the excess of (i) the
gross proceeds to the Company under the Agreement, over (ii) $29,999,998.

                                       28
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Common Stock
PIPES Purchase Agreement as of the day and year first above written.

               P-COM, INC.

               By:  /s/ George P. Roberts
                   _____________________________________________________________

               Title:  Chairman / CEO
                      __________________________________________________________

     Address:  3175 S. Winchester Boulevard
               Campbell, CA  95008
               Attention:  Chief Financial Officer


               GRUBER MCBAINE INTERNATIONAL, a
               Cayman Islands Corporation

               By:  /s/ Thomas O. Lloyd-Butler
                   _____________________________________________________________

               Title:  GMCM LLC - Member; Attorney in Fact
                      __________________________________________________________


               LAGUNITAS PARTNERS, L.P.

               By:  /s/ Thomas O. Lloyd-Butler
                   _____________________________________________________________

               Title:  GMCM LLC - Member; Lagunitas Partners LP - Gen Partner LP
                      __________________________________________________________


               TRUSTEES OF HAMILTON COLLEGE

               By:  /s/ Thomas O. Lloyd-Butler
                   _____________________________________________________________

               Title:  GMCM LLC - Member; Attorney in Fact
                      __________________________________________________________


               LOCKHEED MARTIN CORP. MASTER
               RETIREMENT TRUST

               By:  /s/ Thomas O. Lloyd-Butler
                   _____________________________________________________________

               Title:  GMCM LLC - Member; Attorney in Fact
                      __________________________________________________________

           [SIGNATURE PAGE TO COMMON STOCK PIPES PURCHASE AGREEMENT]
<PAGE>

                                   LION INVESTMENTS LTD.

                                   By:  /s/ Robert Rayne
                                       ____________________________________

                                   Title:  Director
                                          _________________________________


                                   WESTPOOL INVESTMENT TRUST

                                   By:  /s/ Robert Rayne
                                       ____________________________________

                                   Title:  Director
                                          _________________________________


                                   WEBER CAPITAL PARTNERS, L.P.

                                   By:  Weber Capital Management, LLC,
                                        its General Partner
                                       ____________________________________

                                   By:  /s/ Eugene M. Weber
                                       ____________________________________

                                   Title:  Managing Member
                                          _________________________________

           [SIGNATURE PAGE TO COMMON STOCK PIPES PURCHASE AGREEMENT]

<PAGE>

                            Quissett Partners, L.P. by Wellington Management
                            Company, LLP, its Investment Advisor

                            By:  /s/ Cynthia M. Clarke
                                _______________________________________________
                            Cynthia M. Clarke,  Vice President



                            Quissett Investors (Bermuda) L.P., by Wellington
                            Management Company, LLP, its Investment Advisor

                            By:  /s/ Cynthia M. Clarke
                                _______________________________________________
                            Cynthia M. Clarke, Vice President



                            Vanguard Explorer Fund, by Wellington Management
                            Company, LLP, its Investment Advisor

                            By:  /s/ Cynthia M. Clarke
                                _______________________________________________
                            Cynthia M. Clarke, Vice President



                            Hazelbrook Partners, L.P., by Wellington Management
                            Company, LLP, its Investment Advisor

                            By:  /s/ Cynthia M. Clarke
                                _______________________________________________
                            Cynthia M. Clarke, Vice President

           [SIGNATURE PAGE TO COMMON STOCK PIPES PURCHASE AGREEMENT]

<PAGE>

                                        WHITMAN PARTNERS, L.P.

                                        By:  /s/ Douglas F. Whitman
                                            ____________________________________

                                        Title:  General Partner
                                               _________________________________


                                        SELIGMAN COMMUNICATIONS AND
                                        INFORMATION FUND, INC.

                                        By: J. & W. Seligman & Co. Incorporated,
                                            its Investment Advisor
                                           _____________________________________

                                        By:  /s/ Gregory Cote
                                           _____________________________________

                                        Title:  Managing Director
                                               _________________________________

           [SIGNATURE PAGE TO COMMON STOCK PIPES PURCHASE AGREEMENT]
<PAGE>

                                  SCHEDULE A

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
Investor                              Address                          Amount to be       Number of
                                                                       Invested           Shares
---------------------------------------------------------------------------------------------------
<S>                                   <C>                              <C>                <C>
Gruber McBaine International, a       c/o Gruber McBaine               $1,250,002         218,914
Cayman Islands Corporation            Investment Advisors
                                      50 Osgood Place,
                                      Penthouse
                                      San Francisco, CA 94133
                                      Attn: Christine Arroyo
---------------------------------------------------------------------------------------------------
Lagunitas Partners, L.P.              c/o Gruber McBaine               $3,000,000         525,394
                                      Investment Advisors
                                      50 Osgood Place,
                                      Penthouse
                                      San Francisco, CA 94133
                                      Attn: Christine Arroyo
---------------------------------------------------------------------------------------------------
Trustees of Hamilton College          c/o Gruber McBaine               $  250,000          43,782
                                      Investment Advisors
[stock certificate should read:       50 Osgood Place,
Hare & Co. / 651653]                  Penthouse
                                      San Francisco, CA 94133
                                      Attn: Christine Arroyo
---------------------------------------------------------------------------------------------------
Lockheed Martin Corp. Master          c/o Gruber McBaine               $  500,000          87,565
Retirement Trust                      Investment Advisors
                                      50 Osgood Place,
[stock certificate should read:       Penthouse
Pitt & Co. / 169629-99]               San Francisco, CA 94133
                                      Attn: Christine Arroyo
---------------------------------------------------------------------------------------------------
Vanguard Explorer Fund                c/o Wellington                   $  500,000          87,565
                                      Management Company, LLP
                                      75 State Street
                                      Boston, MA 02109
---------------------------------------------------------------------------------------------------
Quissett Partners, L.P.               c/o Wellington                   $2,610,000         457,092
                                      Management Company, LLP
                                      75 State Street
                                      Boston, MA 02109
                                      Attn:  Phillip Scibelli
---------------------------------------------------------------------------------------------------
Quissett Investors (Bermuda) L.P.     c/o Wellington                   $1,740,000         304,728
                                      Management
---------------------------------------------------------------------------------------------------
</TABLE>

                                 Schedule A-1
<PAGE>
<TABLE>
---------------------------------------------------------------------------------------------------
<S>                                   <C>                              <C>              <C>
                                      Company, LLP
                                      75 State Street
                                      Boston, MA 02109
                                      Attn:  Phillip Scibelli
---------------------------------------------------------------------------------------------------
Hazelbrook Partners, L.P.             c/o Wellington                   $   150,000         26,269
                                      Management Company, LLP
                                      75 State Street
                                      Boston, MA 02109
                                      Attn: Sean Higgins
---------------------------------------------------------------------------------------------------
Westpool Investment Trust             c/o Weber Capital                $   750,000        131,348
                                      Partners, L.P.
                                      50 California Street
                                      Suite 3200
                                      San Francisco, CA 94111
                                      Attn: Eugene M. Weber
---------------------------------------------------------------------------------------------------
Lion Investments Ltd.                 c/o Weber Capital                $   750,000        131,348
                                      Partners, L.P.
                                      50 California Street
                                      Suite 3200
                                      San Francisco, CA 94111
                                      Attn: Eugene M. Weber
---------------------------------------------------------------------------------------------------
Weber Capital Partners, L.P.          50 California Street             $ 1,500,000        262,697
                                      Suite 3200
                                      San Francisco, CA 94111
                                      Attn: Eugene M. Weber
---------------------------------------------------------------------------------------------------
Whitman Partners, L.P.                525 University Avenue            $14,999,999      2,626,970
                                      Suite 701                        *
                                      Palo Alto, CA 94301
                                      Attn: Douglas F. Whitman
---------------------------------------------------------------------------------------------------
Seligman Communications and           125 University Avenue            $14,999,999      2,626,970
Information Fund, Inc.                Palo Alto, CA 94301              *
---------------------------------------------------------------------------------------------------
 </TABLE>

* Whitman Partners, L.P. ("Whitman") and Seligman Communications and Information
Fund, Inc. ("Seligman") shall be entitled, but not obligated, to purchase on a
pro rata basis any Shares allocated to the Investors listed above if such
Investors fail to purchase such Shares. If the Company does not borrow at least
$12,000,000 from either Foothill Capital Corporation or Greyrock Capital, then
Whitman and Seligman  (or their designees, subject to the approval of the
Company such approval not to be unreasonably withheld) shall be entitled, but
not obligated, to purchase at the Closing on a pro rata basis up to an
additional 175,132 Shares at the same per share price as the Shares.

                                 Schedule A-2

<PAGE>

                                  SCHEDULE B


ABA Routing #:    321171184
Account #:        200018638
Account Name:     Shartsis, Friese & Ginsburg LLP Trust Account
Bank Name:        Citibank, FSB
Bank Address:     One Sansome Street, 24th Floor, San Francisco, CA 94104
Reference:        P-Com (4146.8)

                                  SCHEDULE B

<PAGE>

                                   EXHIBIT A


                               January __, 2000

To the Investors listed on
Schedule A to the Common
Stock PIPES Purchase Agreement dated January 6, 2000

Ladies and Gentlemen:

     We have acted as counsel for P-Com, Inc., a Delaware corporation (the
"Company"), in connection with the issuance and sale to you of 7,530,642 shares
of its common stock, par value $.0001 per share, pursuant to the Common Stock
PIPES Purchase Agreement dated January 6, 2000 (the "Stock Purchase Agreement")
among the Company and you.  This opinion letter is being rendered to you
pursuant to Section 5.4 of the Stock Purchase Agreement in connection with the
Closing of the sale of the Shares.  Capitalized terms not otherwise defined in
this opinion letter have the meanings given them in the Stock Purchase
Agreement.

     In connection with the opinions expressed herein, we have made such
examination of matters of law and of fact as we considered appropriate or
advisable for purposes hereof.  As to matters of fact material to the opinions
expressed herein, we have relied upon the representations and warranties as to
factual matters contained in and made by the Company pursuant to the Stock
Purchase Agreement and upon certificates and statements of government officials
and of officers of the Company.  We have also examined originals or copies of
such corporate documents or records of the Company as we have considered
appropriate for the opinions expressed herein.  We have assumed for the purposes
of this opinion letter the genuineness of all signatures, the legal capacity of
natural persons, the authenticity of the documents submitted to us as originals,
the conformity to the original documents of all documents submitted to us as
certified, facsimile or photostatic copies, and the authenticity of the
originals of such copies.

     In rendering this opinion letter we have also assumed: (A) that the Stock
Purchase Agreement has been duly and validly executed and delivered by you or on
your behalf, that you have the power to enter into and perform all your
obligations thereunder, and that the Stock Purchase Agreement constitutes a
valid, legal, binding and enforceable obligation upon you; (B) that the
representations and warranties made in the Stock Purchase Agreement by you are
true and correct; (C) that any wire transfers, drafts or checks tendered by you
will be honored; (D) that you have filed any required State Franchise income or
similar tax returns and have paid any required State Franchise, income or
similar taxes; and (E) that neither Whitman Partners, L.P. nor Seligman
Communications and Information Fund, Inc., nor any person who "controls" either
of them within the meaning of the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, holds any voting securities of the Company as of immediately before the
Closing.

     As used in this opinion letter, the expression "we are not aware" or the
phrase "to our knowledge", or any similar expression or phrase with respect to
our knowledge of matters of fact, means as to matters of fact that, based on the
actual knowledge of individual attorneys

                                  Exhibit A-1
<PAGE>

within the firm principally responsible for handling current matters for the
Company (and not including any constructive or imputed notice of any
information), and after an examination of documents referred to herein and after
inquiries of certain officers of the Company, no facts have been disclosed to us
that have caused us to conclude that the opinions expressed are factually
incorrect; but beyond that we have made no factual investigation for the
purposes of rendering this opinion letter. Specifically, but without limitation,
we have not searched the dockets of any courts and we have made no inquiries of
securities holders or employees of the Company, other than such officers.

     This opinion letter relates solely to the laws of the State of California,
the General Corporation Law of the State of Delaware and the federal law of the
United States and we express no opinion with respect to the effect or
application of any other laws.  Special rulings of authorities administering
such laws or opinions of other counsel have not been sought or obtained.

     Based upon our examination of and reliance upon the foregoing and subject
to the limitations, exceptions, qualifications and assumptions set forth below
and except as set forth in the Stock Purchase Agreement or the Disclosure
Schedule thereto, we are of the opinion that as of the date hereof:

     1.   The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Delaware, and the Company has
the requisite corporate power and authority to own its properties and to conduct
its business as, to our knowledge, it is presently conducted.  The Company is
qualified to do business as a foreign corporation in the state of California.

     2.   The Company has the requisite corporate power and authority to
execute, deliver and perform the Stock Purchase Agreement, and to issue the
Shares, the Warrant and the Warrant Shares.  The Stock Purchase Agreement has
been duly and validly authorized by the Company, duly executed and delivered by
an authorized officer of the Company and constitutes a legal, valid and binding
obligation of the Company, enforceable by you against the Company in accordance
with its terms.

     3.   The Shares have been duly authorized and, upon purchase at the Closing
pursuant to the terms of the Stock Purchase Agreement, will be validly issued,
nonassessable and fully paid, and free of any liens created by the Company.  If
and when issued in accordance with the terms of the Stock Purchase Agreement the
Warrants will be, and if and when issued upon exercise of the Warrants pursuant
to the terms of the Warrants the Warrant Shares will be, validly issued,
nonassessable and fully paid, and free of any liens created by the Company.

     4.   The Company's execution and delivery of, and its performance and
compliance as of the date hereof with the terms of, the Stock Purchase Agreement
do not violate any provision of any federal, Delaware corporate or California
law, rule or regulation applicable to the Company or any provision of the
Company's Restated Certificate of Incorporation or Bylaws and do not conflict
with or constitute a default under the provisions of any judgment, writ, decree
or order specifically identified in the SEC Reports or the material provisions
of any of the material agreements specifically identified in the SEC Reports.

                                  Exhibit A-2
<PAGE>

     5.   Other than in connection with any securities laws, all consents,
approvals, permits, orders or authorizations of, and all qualifications by and
registrations with, any federal or Delaware corporate or California state
governmental authority on the part of the Company required in connection with
the execution and delivery of the Stock Purchase Agreement and consummation at
the Closing of the transactions contemplated by the Stock Purchase Agreement
have been obtained, and are effective, and we are not aware of any proceedings,
or written threat of any proceedings, that question the validity thereof.

     6.   Based in part upon the representations of you in the Stock Purchase
Agreement, the offer and sale of the Shares to you pursuant to the terms of the
Stock Purchase Agreement are exempt from the registration requirements of
Section 5 of the Securities Act of 1933, as amended, and from the qualification
requirements of the California Corporate Securities Law of 1968, as amended.

     Our opinions expressed above are specifically subject to the following
limitations, exceptions, qualifications and assumptions:

     (A)  The legality, validity, binding nature and enforceability of the
Company's obligations under the Stock Purchase Agreement may be subject to or
limited by (1) bankruptcy, insolvency, reorganization, arrangement, moratorium,
fraudulent transfer and other similar laws affecting the rights of creditors
generally; (2) general principles of equity (whether relief is sought in a
proceeding at law or in equity), including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing, and the discretion of
any court of competent jurisdiction in awarding specific performance or
injunctive relief and other equitable remedies; and (3), without limiting the
generality of the foregoing, the effect of California court decisions and
statutes which indicate that provisions of the Stock Purchase Agreement which
permit you to take action or make determinations may be subject to a requirement
that such action be taken or such determinations be made on a reasonable basis
in good faith or that it be shown that such action is reasonably necessary for
your protection.

     (B)  We express no opinion as to the Company's compliance or noncompliance
with applicable federal or state antifraud or antitrust statutes, laws, rules
and regulations.

     (C)  We express no opinion concerning the past, present or future fair
market value of any securities.

     (D)  We express no opinion as to the enforceability under certain
circumstances of any provisions indemnifying a party against, or requiring
contributions toward, that party's liability for its own wrongful or negligent
acts, or where indemnification or contribution is contrary to public policy or
prohibited by law.  In this regard, we advise you that in the opinion of the
Securities and Exchange Commission, indemnification of directors, officers and
controlling persons of an issuer against liabilities arising under the
Securities Act of 1933, as amended, is against public policy and is therefore
unenforceable.

     (E)  We express no opinion as to the enforceability under certain
circumstances of any provisions prohibiting waivers of any terms of the Stock
Purchase Agreement other than in writing, or prohibiting oral modifications
thereof or modification by course of dealing.  In

                                  Exhibit A-3
<PAGE>

addition, our opinions are subject to the effect of judicial decisions which may
permit the introduction of extrinsic evidence to interpret the terms of written
contracts.

     (F)  We express no opinion as to the effect of Section 1670.5 of the
California Civil Code or any other California law, federal law or equitable
principle which provides that a court may refuse to enforce, or may limit the
application of, a contract or any clause thereof which the court finds to have
been unconscionable at the time it was made or contrary to public policy.

     (G)  We express no opinion as to your compliance with any Federal or state
law relating to your legal or regulatory status.

     (H)  We express no opinion as to the compliance of the Company, you or the
sale of the Common Stock to you with the provisions of the Small Business
Investment Act of 1958, as amended, or any of the regulations promulgated
thereunder.

     (I)  We express no opinion as to the effect of subsequent issuances of
securities of the Company, to the extent that further issuances which may be
integrated with the Closing may include purchasers that do not meet the
definition of "accredited investors" under Rule 501 of Regulation D and
equivalent definitions under state securities or "blue sky" laws.

     (J)  We express no opinion as to Section 7.2 of the Stock Purchase
Agreement to the extent that it purports to exclude conflict of law principles
under California law.

     This opinion letter is rendered as of the date first written above solely
for your benefit in connection with the Stock Purchase Agreement and may not be
delivered to, quoted or relied upon by any person other than you, or for any
other purpose, without our prior written consent.  Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company or the
Shares.  We assume no obligation to advise you of facts, circumstances, events
or developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinions expressed herein.

                                   Very truly yours,



                                   BROBECK, PHLEGER & HARRISON LLP

                                  Exhibit A-4
<PAGE>

                                   EXHIBIT B


                              _____________, 2000


To the Investors listed on
Schedule A to the Common
Stock PIPES Purchase Agreement dated January 6, 2000

Ladies and Gentlemen:

     We have acted as counsel for P-Com, Inc., a Delaware corporation (the
"Company"), in connection with the issuance and sale to you of certain Shares of
its common stock, par value $.0001 per share,  pursuant to the Common Stock
PIPES Purchase Agreement dated January 6, 2000 (the "Stock Purchase Agreement")
among the Company and you and in connection with the Company's registration with
the SEC of such Shares for resale by you.  This opinion letter is being rendered
to you pursuant to Section 4.2(b) of the Stock Purchase Agreement in connection
with the SEC declaring effective the Registration Statement for your resale of
the Shares.  Capitalized terms not otherwise defined in this opinion letter have
the meanings given them in the Stock Purchase Agreement.

     In our capacity as counsel to the Company, we have examined, among other
things, originals, or copies identified to our satisfaction as being true
copies, of the Registration Statement on Form S-1 (File No. 333-____________)
initially filed by the Company with the SEC on ____________, 2000, for the
purpose of registering the resale of the Shares under the Securities Act;
Amendment No. 1 to such Registration Statement filed with the SEC on
_____________, 2000; Amendment No. 2 to such Registration Statement filed with
the SEC on _____________, 2000; and oral advice on ______________, 2000, from an
SEC staff examiner, that the SEC had declared such Registration Statement, as so
amended, effective as of ______ p.m., Washington, D.C. time, on _____________,
2000.

     As used in this opinion letter, the phrase "to our knowledge" means as to
matters of fact that, based on the actual knowledge of individual attorneys
within the firm principally responsible for handling current matters for the
Company (and not including any constructive or imputed notice of any
information), no facts have been disclosed to us that have caused us to conclude
that the opinions expressed are factually incorrect; but our affirmative factual
investigation for the purpose of rendering this opinion letter has been limited
to obtaining (a) oral advice received on ___________, from an SEC staff
examiner, that the SEC had declared such Registration Statement, as amended,
effective at _____ p.m. Washington, D.C. time, on _________, 2000 and (b) oral
advice received on ___________, 2000 from an SEC staff examiner that there is no
stop order suspending the effectiveness of the Registration Statement.

     Based upon our examination of and reliance upon the foregoing, we are of
the opinion that as of the date hereof:

                                  Exhibit B-1
<PAGE>

     1.   The Registration Statement has become effective under the Securities
Act and, to our knowledge, no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose are
pending before or contemplated by the SEC.

     This opinion letter is rendered as of the date first written above solely
for your benefit in connection with the Stock Purchase Agreement and the
Registration Statement and may not be delivered to, quoted or relied upon by any
person other than you, or for any other purpose, without our prior written
consent.  Our opinion is expressly limited to the matters set forth above and we
render no opinion, whether by implication or otherwise, as to any other matters
relating to the Company, the Stock Purchase Agreement, the Registration
Statement or the Shares.  We assume no obligation to advise you of facts,
circumstances, events or developments which hereafter may be brought to our
attention and which may alter, affect or modify the opinions expressed herein.

                                        Very truly yours,



                                        BROBECK, PHLEGER & HARRISON LLP

                                  Exhibit B-2
<PAGE>

                                   EXHIBIT C


     THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT
     BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD,
     OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT
     PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
     1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
     REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE
     144 UNDER SUCH ACT.

                       WARRANT TO PURCHASE COMMON STOCK
                                      of
                                  P-COM, INC.

                        Void after ____________, 200__

     This Warrant is issued to __________________, or its registered assigns
("Holder"), by P-Com, Inc., a Delaware corporation (the "Company"), on
___________, 200__ (the "Warrant Issue Date").  This Warrant is issued in
connection with the Company's issuance to the Holder of Common Stock on January
__, 2000, and the Company's failure to timely register such Common Stock for
resale under the Securities Act of 1933.

     1.   Purchase Shares.  Subject to the terms and conditions hereinafter set
          ---------------
forth, the Holder is entitled, upon surrender of this Warrant at the principal
office of the Company (or at such other place as the Company shall notify the
holder hereof in writing), to purchase from the Company _____________ fully paid
and nonassessable shares of Common Stock of the Company, as constituted on the
Warrant Issue Date (the "Common Stock").  The number of shares of Common Stock
issuable pursuant to this Section 1 (the "Shares") shall be subject to
adjustment pursuant to Section 4 hereof.

     2.   Exercise Price.  The purchase price for the Shares shall be $______
          --------------
per share, as adjusted from time to time pursuant to Section 9 hereof (the
"Exercise Price").  It is acknowledged that the Exercise Price is based on
negotiated terms and is not intended to reflect the current fair market value of
the Common Stock.

     3.   Exercise Period.  Subject to Section 4 below, this Warrant shall be
          ---------------
exercisable, in whole or in part, during the term commencing on the Warrant
Issue Date and ending at 5:00 p.m. on the third anniversary of the Warrant
Issuance Date.

                                  Exhibit C-1
<PAGE>

     4.   Early Termination, Antidilution Adjustments and Registration Statement
          ----------------------------------------------------------------------
Adjustments.
-----------

     (a)  In case of any consolidation of the Company with, or merger of the
Company into, any other corporation (other than a consolidation or merger in
which the Company is the continuing corporation and in which no change occurs in
its outstanding Common Stock), or in case of any sale or transfer of all or
substantially all of the assets of the Company, or in the case of any statutory
exchange of securities with another corporation (including any exchange effected
in connection with a merger of a third corporation into the Company, except
where the Company is the surviving entity and no change occurs in its
outstanding Common Stock), the corporation formed by such consolidation or the
corporation resulting from or surviving such merger or the corporation which
shall have acquired such assets or securities of the Company, as the case may
be, shall execute and deliver to the Holder simultaneously therewith a new
Warrant, satisfactory in form and substance to the Holder, together with such
other documents as the Holder may reasonably request, entitling the Holder
thereof to receive upon exercise of such Warrant the kind and amount of shares
of stock and other securities and property receivable upon such consolidation,
merger, sale, transfer, or exchange of securities, or upon the dissolution
following such sale or other transfer, by a holder of the number of shares of
Common Stock purchasable upon exercise of this Warrant immediately prior to such
consolidation, merger, sale, transfer, or exchange. Such new Warrant shall
contain the same basic other terms and conditions as this Warrant and shall
provide for adjustments which, for events subsequent to the effective date of
such written instrument, shall be as nearly equivalent as may be practicable to
the adjustments provided for in this Section 4. The above provisions of this
Section 4(a) shall similarly apply to successive consolidations, mergers,
exchanges, sales or other transfers covered hereby. Notwithstanding the
foregoing, in the event the consideration to be paid to holders of Company
capital stock in any transaction of the nature referred to above in this Section
4(a) (a "Transaction") consists of cash or cash equivalents, then, provided that
the Company shall have given the holder hereof the notice required by Section 9,
this Warrant shall, to the extent it has not been exercised by the effective
date of such Transaction, terminate upon the completion of such Transaction.

     (b)  If the Company at any time shall, by subdivision, combination or
reclassification of securities or otherwise, change any of the securities to
which purchase rights under this Warrant exist into the same or a different
number of securities of any class or classes, this Warrant shall thereafter
represent the right to acquire such number and kind of securities as would have
been issuable as the result of such change with respect to the securities which
were subject to the purchase rights under this Warrant immediately prior to such
subdivision, combination, reclassification or other change. If shares of the
Company's Common Stock are subdivided or combined into a greater or smaller
number of shares of Common Stock, the purchase price under this Warrant shall be
proportionately reduced in the case of a subdivision of shares or
proportionately increased in the case of a combination of shares, in both cases
by the ratio which the total number of shares of Common Stock to be outstanding
immediately after such event bears to the total number of shares of Common Stock
outstanding immediately prior to such event.

                                  Exhibit C-2
<PAGE>

     (c)  Except as set forth herein, no adjustment on account of cash dividends
on the Company's Common Stock or other securities purchasable hereunder will be
made to the purchase price under this Warrant.

     (d)  The Company covenants that during the period the Warrant is
outstanding, it will reserve from its authorized and unissued Common Stock a
sufficient number of shares to provide for the issuance of Common Stock upon the
exercise of any purchase rights under this Warrant.  The Company further
covenants that its issuance of this Warrant shall constitute full authority to
its officers who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for shares of the Company's Common
Stock upon the exercise of the purchase rights under this Warrant.  The Company
further covenants and agrees (i) that it will not, by amendment of its
Certificate of Incorporation or through reorganization, consolidation, merger,
dissolution or sale of assets, or by any other voluntary act, avoid or seek to
avoid the observation or performance of any of the covenants, stipulations or
conditions to be observed or performed hereunder by the Company, (ii) promptly
to take such action as may be required of the Company to permit the Holder to
exercise this Warrant and the Company duly and effectively to issue shares of
its Common Stock or other securities as provided herein upon the exercise hereof
and (iii) promptly to take all action required or provided herein to protect the
rights of the Holder granted hereunder against dilution.

     (e)  If the Company declares a dividend on Common Stock, or makes a
distribution to holders of Common Stock, and such dividend or distribution is
payable or made in Common Stock or securities convertible into or exchangeable
for Common Stock, or rights to purchase Common Stock or securities convertible
into or exchangeable for Common Stock, the number of shares of Common Stock for
which this Warrant may be exercised shall be increased, as of the record date
for determining which holders of Common Stock shall be entitled to receive such
dividend or distribution, in proportion to the increase in the number of
outstanding shares (and shares of Common Stock issuable upon conversion of all
such securities convertible into Common Stock) of Common Stock as a result of
such dividend or distribution, and the Exercise Price shall be adjusted so that
the aggregate amount payable for the purchase of all the Warrant Shares issuable
hereunder immediately after the record date for such dividend or distribution
shall equal the aggregate amount so payable immediately before such record date.

     (f)  If the Company declares a dividend on Common Stock (other than a
dividend covered by subsection (e) above) or distributes to holders of its
Common Stock, other than as part of its dissolution or liquidation or the
winding up of its affairs, any shares of its capital stock, any evidence of
indebtedness or any cash or other of its assets (other than Common Stock or
securities convertible into or exchangeable for Common Stock), the Holder shall
receive notice of such event as set forth in Section 9 below.

     (g)  If the Company shall, at any time before the expiration of this
Warrant, sell all or substantially all of its assets and distribute the proceeds
thereof to the Company's stockholders, the Holder shall, upon exercise of this
Warrant have the right to receive, in lieu of the shares of Common Stock of the
Company that the Holder otherwise would have been entitled to receive, the same
kind and amount of assets as would have been issued, distributed or paid to the
Holder upon any such distribution with respect to such shares of Common Stock of
the Company had

                                  Exhibit C-3
<PAGE>

the Holder been the holder of record of such shares of Common Stock receivable
upon exercise of this Warrant on the date for determining those entitled to
receive any such distribution. If any such distribution results in any cash
distribution in excess of the Exercise Price provided by this Warrant for the
shares of Common Stock receivable upon exercise of this Warrant, the Holder may,
at the Holder's option, exercise this Warrant without making payment of the
Exercise Price and, in such case, the Company shall, upon distribution to the
Holder, consider the Exercise Price to have been paid in full and, in making
settlement to the Holder, shall obtain receipt of the Exercise Price by
deducting an amount equal to the Exercise Price for the shares of Common Stock
receivable upon exercise of this Warrant from the amount payable to the Holder.
Notwithstanding the foregoing, in the event the consideration to be paid to
holders of Company capital stock in any transaction of the nature referred to
above in this Section 4(g) (an "Asset Sale Transaction") consists of cash or
cash equivalents and the consideration payable per share of Common Stock of the
Company is less than the Exercise Price hereunder, then, provided that the
Company shall have given the holder hereof the notice required by Section 9,
this Warrant shall, to the extent it has not been exercised by the effective
date of such Transaction, terminate upon the completion of such Transaction.

     (h)  The term "Common Stock" shall mean the Common Stock of the Company as
the same exists at January 6, 2000 or as such stock may be constituted from time
to time, except that for the purpose of this Section 4, the term "Common Stock"
shall include any stock of any class of the Company which has no preference in
respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Company and which is
not subject to redemption by the Company.

     (i)  Whenever the number of Warrant Shares or the Exercise Price shall be
adjusted as required by the provisions of this Section 4, the Company forthwith
shall file in the custody of its secretary or an assistant secretary, at its
principal office, and furnish to each Holder hereof, a certificate prepared by
its Chief Financial Officer, showing the adjusted number of Warrant Shares and
the adjusted Exercise Price and setting forth in reasonable detail the
circumstances requiring the adjustments.

     (j)  No adjustment in the Exercise Price in accordance with the provisions
of this Section 4 need be made if such adjustment would amount to a change in
such Exercise Price of less than $.01; provided however, that the amount by
which any adjustment is not made by reason of the provisions of this Section
4(j) shall be carried forward and taken into account at the time of any
subsequent adjustment in the Exercise Price.

     (k)  If an adjustment is made under this Section 4 and the event to which
the adjustment relates does not occur, then any adjustments in accordance with
this Section 4 shall be readjusted to the Exercise Price and the number of
Warrant Shares which would be in effect had the earlier adjustment not been
made.

     5.   Method of Exercise.  While this Warrant remains outstanding and
          ------------------
exercisable in accordance with Section 3 above, the Holder may exercise, in
whole or in part, the purchase rights evidenced hereby.  Such exercise shall be
effected by:

                                  Exhibit C-4
<PAGE>

          (a)  the surrender of the Warrant, together with a duly executed copy
of the form of Notice of Exercise attached hereto, to the Secretary of the
Company at its principal offices; and

          (b)  the payment to the Company of cash equal to the aggregate
Exercise Price for the number of Shares being purchased.

     6.   Net Exercise.  In lieu of exercising this Warrant pursuant to Section
          ------------
5, the Holder may elect to receive, without the payment by the Holder of any
additional consideration, shares of Common Stock equal to the value of the
"spread" on the Shares (or the portion thereof being canceled) by surrender of
this Warrant at the principal office of the Company together with the Notice of
Exercise, in which event the Company shall issue to the holder hereof a number
of shares of Common Stock computed using the following formula:

                      Y (A - B)
                      ---------
               X    =     A

Where:    X =  The number of shares of Common Stock to be issued to the Holder
               pursuant to this net exercise;

          Y =  The number of Shares in respect of which the net issue election
               is made;

          A =  The fair market value of one share of the Common Stock at the
               time the net issue election is made;

          B =  The Exercise Price (as adjusted to the date of the net issuance).

For purposes of this Section 6, the fair market value of one share of Common
Stock as of a particular date shall be determined as follows:  (i) if traded on
a securities exchange or through the Nasdaq National Market, the value shall be
deemed to be the average of the closing prices of the securities on such
exchange over the sixty (60) day period ending three (3) days prior to the net
exercise election; and (ii) if traded over-the-counter but not on the Nasdaq
National Market, the value shall be deemed to be the average of the closing bid
or sale prices (whichever is applicable) over the sixty (60) day period ending
three (3) days prior to the net exercise.

     7.   Certificates for Shares.  Upon the exercise of the purchase rights
          -----------------------
evidenced by this Warrant, one or more certificates for the number of Shares so
purchased shall be issued as soon as practicable thereafter (with appropriate
restrictive legends, if applicable).

     8.   Issuance of Shares.  The Company covenants that the Shares, when
          ------------------
issued pursuant to the exercise of this Warrant, will be duly and validly
issued, fully paid and nonassessable and free from all taxes, liens, and charges
with respect to the issuance thereof.

     9.   Notice of Adjustment.    So long as this Warrant shall be outstanding,
          --------------------
(a) if the Company shall propose to pay any dividends or make any distribution
upon the Common Stock, or (b) if the Company shall offer generally to the
holders of Common Stock the right to subscribe to or purchase any shares of any
class of Common Stock or securities convertible into Common Stock or any other
similar rights, or (c) if there shall be any proposed capital reorganization of

                                  Exhibit C-5
<PAGE>

the Company in which the Company is not the surviving entity, recapitalization
of the capital stock of the Company, consolidation or merger of the Company with
or into another corporation, sale, lease or other transfer of all or
substantially all of the property and assets of the Company, or voluntary or
involuntary dissolution, liquidation or winding up of the Company, or (d) if the
Company shall give to its stockholders any notice, report or other communication
respecting any significant or special action or event, then in such event, the
Company shall give to the Holder, at least ten (10) days prior to the relevant
date described below, a notice containing a description of the proposed action
or event and stating the date or expected date on which a record of the
Company's stockholders is to be taken for any of the foregoing purposes, and the
date or expected date on which any such dividend, distribution, subscription,
reclassification, reorganization, consolidation, combination, merger,
conveyance, sale, lease or transfer, dissolution, liquidation or winding up is
to take place and the date or expected date, if any is to be fixed, as of which
the holders of Common Stock of record shall be entitled to exchange their shares
of Common Stock for securities or other property deliverable upon such event.

     10.  No Fractional Shares or Scrip.  No fractional shares or scrip
          -----------------------------
representing fractional shares shall be issued upon the exercise of this
Warrant, but in lieu of such fractional shares the Company shall make a cash
payment therefor on the basis of the Exercise Price then in effect.

     11.  No Stockholder Rights.  Prior to exercise of this Warrant, the Holder
          ---------------------
shall not be entitled to any rights of a stockholder with respect to the Shares,
including (without limitation) the right to vote such Shares, receive dividends
or other distributions thereon, exercise preemptive rights or be notified of
stockholder meetings, and such holder shall not be entitled to any notice or
other communication concerning the business or affairs of the Company.  However,
nothing in this Section 11 shall limit the right of the Holder to be provided
the Notices required under this Warrant.

     12.  Transfers of Warrant.  Subject to compliance with applicable federal
          --------------------
and state securities laws, this Warrant and all rights hereunder are
transferable in whole or in part by the Holder to any person or entity upon
written notice to the Company in substantially the form as Exhibit A hereto.
The transfer shall be recorded on the books of the Company upon the surrender of
this Warrant, properly endorsed, to the Company at its principal offices.  In
the event of a partial transfer, the Company shall issue to the holders one or
more appropriate new warrants.

     13.  Successors and Assigns.  The terms and provisions of this Warrant
          ----------------------
shall inure to the benefit of, and be binding upon, the Company and the Holder
and their respective successors and assigns.

     14.  Amendments and Waivers.  Any term of this Warrant may be amended and
          ----------------------
the observance of any term of this Warrant may be waived (either generally or in
a particular instance and either retroactively or prospectively), with the
written consent of the Company and the Holder.

     15.  Notices.  All notices required under this Warrant and shall be deemed
          -------
to have been given or made for all purposes (i) upon personal delivery, (ii)
upon confirmation receipt

                                  Exhibit C-6
<PAGE>

that the communication was successfully sent to the applicable number if sent by
facsimile; (iii) one day after being sent, when sent by professional overnight
courier service, or (iv) five days after posting when sent by registered or
certified mail. Notices to the Company shall be sent to the principal office of
the Company (or at such other place as the Company shall notify the Holder
hereof in writing). Notices to the Holder shall be sent to the address of the
Holder on the books of the Company (or at such other place as the Holder shall
notify the Company hereof in writing).

     16.  Attorneys' Fees.  If any action of law or equity is necessary to
          ---------------
enforce or interpret the terms of this Warrant, the prevailing party shall be
entitled to its reasonable attorneys' fees, costs and disbursements in addition
to any other relief to which it may be entitled.

     17.  Captions.  The section and subsection headings of this Warrant are
          --------
inserted for convenience only and shall not constitute a part of this Warrant in
construing or interpreting any provision hereof.

     18.  Governing Law.  This Warrant shall be governed by the laws of the
          -------------
State of California as applied to agreements among California residents made and
to be performed entirely within the State of California.

     19.  Registration Rights.  The Holder of this Warrant and the Warrant
          -------------------
Shares are entitled to the rights and benefits of all of the terms, provisions
and conditions of that certain  Common Stock PIPES Purchase Agreement dated
January 6, 2000 between the Company and Holders and others, including but not
limited to the registration rights contained in Section 4 thereof.

     IN WITNESS WHEREOF, P-Com, Inc. caused this Warrant to be executed by an
officer thereunto duly authorized.

                              P-COM, INC.



                              By:_________________________________________
                                    Chief Financial Officer

                                  Exhibit C-7
<PAGE>

                              NOTICE OF EXERCISE


To:  P-COM, INC.

     The undersigned hereby elects to [check applicable subsection]:

________  (a)  Purchase _________________ shares of Common Stock of P-Com, Inc.,
               pursuant to the terms of the attached Warrant and payment of the
               Exercise Price per share required under such Warrant accompanies
               this notice;

          OR

________  (b)  Exercise the attached Warrant for [all of the shares] [________
               of the shares] [cross out inapplicable phrase] purchasable under
               the Warrant pursuant to the net exercise provisions of Section 6
               of such Warrant.

The undersigned hereby represents and warrants that the undersigned is acquiring
such shares for its own account for investment purposes only, and not for resale
or with a view to distribution of such shares or any part thereof.

                                        WARRANTHOLDER:


                                        ____________________________________

                                        By:_________________________________




                              Address:  ____________________________________

                                        ____________________________________


Date: ______________________


Name in which shares should be registered:

__________________________________________

                                  Exhibit C-8
<PAGE>

Exhibit A to Warrant:

                                ASSIGNMENT FORM
                                ---------------

                   (To assign the foregoing Warrant, execute
                   this form and supply required information.
                   Do not use this form to purchase shares.)

     FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby
are hereby assigned to

________________________________________________________________________________
                                (Please Print)

whose address is _______________________________________________________________
                                (Please Print)

________________________________________________________________________________

                                             Dated:______________________, 200_.

                              Holder's Signature:_______________________________

                              Holder's Address:_________________________________

                              __________________________________________________

Signature Guaranteed:___________________________________________________________

NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatever, and must be guaranteed by a bank or trust company.  Officers of
corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.

                             Exhibit A to Warrant