<PAGE>

                                                                   EXHIBIT 10.74


VOID AFTER 5:00 P.M. Eastern Standard
Time on January 19, 2003

            THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE
OFFERED OR SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS, OR
UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THOSE LAWS.

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

Date: January 20, 2000

                                   P-COM, INC.
                             STOCK PURCHASE WARRANT

            THIS CERTIFIES THAT, for value received Marshall Capital Management,
Inc. or its registered assigns, is entitled to purchase from P-Com, Inc., a
Delaware corporation (the "Company"), at any time or from time to time during
the period specified in Section 2 hereof, 443,000 fully paid and nonassessable
shares of the Company's common stock, par value $0.0001 per share (the "Common
Stock").

            The Warrant exercise price per share of Common Stock (the "Exercise
Price") shall be equal to $8.50. The number of shares of Common Stock
purchasable hereunder (the "Warrant Shares") and the Exercise Price are subject
to adjustment as provided in Section 4 hereof.

            The term "Closing Bid Price" and "Closing Trade Price" mean, for any
security as of any date, the closing bid price and the closing trade price,
respectively, of such security on the principal securities exchange or trading
market where such security is listed or traded as reported by Bloomberg
Financial Markets or a comparable reporting service of national reputation
selected by the Company and reasonably acceptable to the holder hereof (the
"Holder") if Bloomberg Financial Markets is not then reporting closing bid
prices or closing sale prices, as applicable, of such security (collectively,
"Bloomberg"), or if the foregoing does not apply, the last reported sale price
of such security in the over-the-counter market on the electronic bulletin board
of such security as reported by Bloomberg, or, if no sale price is reported for
such security by Bloomberg, the average of the bid prices of any market makers
for such security as reported in the "pink sheets" by the National Quotation
Bureau, Inc. If the Closing Bid Price or Closing Trade Price cannot be
calculated for such security on such date on any of the foregoing bases, the
Closing Bid Price or Closing Trade Price, as applicable, of such security on
such date shall be the fair market value as reasonably determined by an
investment banking firm selected by the
<PAGE>

Company and reasonably acceptable to the Holder with the costs of such appraisal
to be borne by the Company.

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

            1. Mechanics of Exercise. Subject to the provisions hereof,
      including, without limitation, the limitations contained in Section 7(f)
      hereof, this Warrant may be exercised as follows:

            (a) Manner of Exercise. This Warrant may be exercised by the Holder,
in whole or in part, by the surrender of this Warrant (or evidence of loss,
theft, destruction or mutilation thereof in accordance with Section 10(e)
hereof), together with a completed exercise agreement in the form of Exercise
Agreement attached hereto as Exhibit 1 (the "Exercise Agreement"), to the
Company at the Company's principal executive offices (or such other office or
agency of the Company as it may designate by notice to the Holder), and upon (i)
payment to the Company in cash, by certified or official bank check or by wire
transfer for the account of the Company, of the Exercise Price for the Warrant
Shares specified in the Exercise Agreement or (ii) if the Holder elects to
effect a Cashless Exercise (as defined in Section 10(c) below), delivery to the
principal executive office of the Company ("Attention: Corporate Secretary") of
a written notice of an election to effect a Cashless Exercise for the Warrant
Shares specified in the Exercise Agreement. The Warrant Shares so purchased
shall be deemed to be issued to the Holder or Holder's designees, as the record
owner of such shares, as of the date on which this Warrant shall have been
surrendered, the completed Exercise Agreement shall have been delivered, and
payment (or notice of an election to effect a Cashless Exercise) shall have been
made for such shares as set forth above.

            (b) Issuance of Certificates. Subject to Section 1(c), certificates
for the Warrant Shares so purchased, representing the aggregate number of shares
specified in the Exercise Agreement, shall be delivered to the Holder within a
reasonable time, not exceeding three (3) business days, after this Warrant shall
have been so exercised. The certificates so delivered shall be in such
denominations as may be requested by the Holder upon exercise and shall be
registered in the name of Holder or such other name as shall be designated by
such Holder upon exercise. If this Warrant shall have been exercised only in
part, then, unless this Warrant has expired, the Company shall, at its expense,
at the time of delivery of such certificates, deliver to the Holder a new
Warrant representing the number of shares with respect to which this Warrant
shall not then have been exercised.

            (c) Exercise Disputes. In the case of any dispute with respect to an
exercise, the Company shall promptly issue such number of shares of Common Stock
as are not disputed in accordance with this Section. If such dispute involves
the calculation of the Exercise Price, the Company shall submit the disputed
calculations to a nationally recognized independent accounting firm (selected by
the Company) via facsimile within three (3) business days of receipt of the
Exercise Agreement. The accounting firm shall audit the calculations and notify
the Company and the converting Holder of the results no later than ten (10)
business days from the date it receives the disputed calculations. The
accounting firm's calculation shall be deemed conclusive, absent manifest error.
The Company shall then issue the appropriate number of shares of Common Stock in
accordance with this Section.


                                       2
<PAGE>

            (d) Fractional Shares. No fractional shares of Common Stock are to
be issued upon the exercise of this Warrant, but the Company shall pay a cash
adjustment in respect of any fractional share which would otherwise be issuable
in an amount equal to the same fraction of the Exercise Price of a share of
Common Stock (as determined for exercise of this Warrant into whole shares of
Common Stock); provided that in the event that sufficient funds are not legally
available for the payment of such cash adjustment any fractional shares of
Common Stock shall be rounded up to the next whole number.

      2. Period of Exercise. This Warrant is exercisable at any time or from
time to time on or after the date hereof and before 5:00 P.M., Eastern Standard
time on January 19, 2003, subject to earlier termination under Section 4(c) (the
"Exercise Period").

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

            (a) Shares to be Fully Paid. All Warrant Shares will, upon issuance
in accordance with the terms of this Warrant, be validly issued, fully paid, and
non-assessable and free from all taxes, liens, claims and encumbrances, except
such as are caused by the Holder.

            (b) Reservation of Shares. During the Exercise Period, the Company
shall at all times have authorized, and reserved for the purpose of issuance
upon exercise of this Warrant, a sufficient number of shares of Common Stock to
provide for the exercise of this Warrant.

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

      4. Antidilution Provisions. During the Exercise Period, the Exercise Price
and the number of Warrant Shares shall be subject to adjustment from time to
time as provided in this Section 4. In the event that any adjustment of the
Exercise Price or number of Warrant Shares as required herein results in a
fraction of a cent or fraction of a share, as applicable, such Exercise Price or
number of Warrant Shares shall be rounded up or down to the nearest cent or
share, as applicable.

            (a) Subdivision or Combination of Common Stock. If the Company, at
any time after the initial issuance of this Warrant, subdivides (by any stock
split, stock dividend, recapitalization, reorganization, reclassification or
otherwise) its shares of Common Stock into a greater number of shares, then,
after the date of record for effecting such subdivision, the


                                       3
<PAGE>

Exercise Price in effect immediately prior to such subdivision will be
proportionately reduced. If the Company, at any time after the initial issuance
of this Warrant, combines (by reverse stock split, recapitalization,
reorganization, reclassification or otherwise) its shares of Common Stock into a
smaller number of shares, then, after the date of record for effecting such
combination, the Exercise Price in effect immediately prior to such combination
will be proportionately increased.

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

            (c) Major Transactions. Except in the case of a Common Stock Major
Transaction (as defined below), if the Company shall consolidate or merge with
any other corporation or entity (other than a merger in which the Company is the
surviving or continuing entity and its capital stock is unchanged and unissued
in such transaction (except for Common Stock constituting less than twenty
percent (20%) of the Company's Common Stock then outstanding)) or there shall
occur any share exchange pursuant to which all of the outstanding shares of
Common Stock are converted into other securities or property or any
reclassification or change of the outstanding shares of Common Stock (each of
the foregoing being a "Major Transaction"), then each holder of a Warrant shall
thereafter be entitled to (a) in the event that the Common Stock remains
outstanding or holders of Common Stock receive any common stock or substantially
similar equity interest, in each of the foregoing cases which is publicly
traded, retain its Warrant and such Warrant shall continue to apply to such
Common Stock or shall apply, as nearly as practicable, to such other common
stock or equity interest, as the case may be, or (b) regardless or whether (a)
could apply, receive consideration, in exchange for the immediate surrender of
such Warrant, equal to the greater of, as determined in the sole discretion of
such holder, (i) the number of shares of stock or securities or property of the
Company, or of the entity resulting from such Major Transaction (the "Major
Transaction Consideration"), to which a holder of the number of shares of Common
Stock delivered upon the net-exercise of such Warrant would have been entitled
upon such Major Transaction had such holder net-exercised the Warrant (without
regard to any limitations on exercise herein or elsewhere contained) on the
trading date immediately preceding the public announcement of the transaction
resulting in such Major Transaction and had such Common Stock been issued and
outstanding and had such Holder been the holder of record of such Common Stock
at the time of the consummation of such Major Transaction, and (ii) cash paid by
the Company in immediately available funds, in an amount equal to one hundred
and twenty five percent (125%) of the Black-Scholes Amount (as defined herein)
times the number of shares of Common Stock for which this Warrant was
exercisable (without regard to any limitations on exercise herein contained);
and the Company shall make lawful provision for the foregoing as a part of such
Major Transaction. In the event that the Company shall consolidate or merge with
any corporation in a transaction in which common stock of the surviving
corporation or the parent thereof (the "Exchange Securities") is issued to the
holders of Common Stock in such transaction in exchange for all such Common
Stock, and (c) the Exchange Securities are publicly traded, (d) the average
daily trading volume of the Exchange Securities reported by Bloomberg during the
ninety (90) day period ending on the date on which such transaction is publicly
disclosed is greater than two


                                       4
<PAGE>

million dollars ($2,000,000) per day, (e) the historical one hundred (100) day
volatility of the Exchange Securities reported by Bloomberg during the period
ending on the date on which such transaction is publicly disclosed is greater
than fifty percent (50%) and (f) the last sale price of the Exchange Securities
on the date immediately before the date on which such transaction is publicly
disclosed is not less than sixty five percent (65%) of the last sale price of
the Exchange Securities on any day during the twenty (20) trading day period
ending on such date (in each case as reported by Bloomberg) (a "Common Stock
Major Transaction"), then each holder of a Warrant shall following consummation
of such transaction have the right to receive solely, in exchange for the
immediate surrender of such Warrant, consideration equal to the number of shares
of stock or securities or property issued or paid in such Common Stock Major
Transaction to which a holder of the number of shares of Common Stock which
would have been delivered upon net-exercise of such Warrant would have been
entitled upon such Common Stock Major Transaction had the holder of such Warrant
net-exercised (without regard to any limitations on exercise herein or elsewhere
contained) the Warrant on the trading date immediately preceding the public
announcement of the transaction resulting in such Common Stock Major Transaction
and had such Common Stock been issued and outstanding and had such holder been
the holder of record of such Common Stock at the time of the consummation of
such Common Stock Major Transaction; and the Company shall make lawful provision
for the foregoing as a part of such Common Stock Major Transaction. No later
than five (5) business days prior to the consummation of the Major Transaction
or Common Stock Major Transaction, as the case may be, (each, a "Transaction")
but not prior to the public announcement of such Transaction, the Company shall
deliver written notice ("Notice of Transaction") to each holder of a Warrant,
which Notice of Transaction shall be deemed to have been delivered one (1)
business day after the Company's sending such notice by telecopy (provided that
the Company sends a confirming copy of such notice on the same day by overnight
courier) of such Notice of Transaction. Such Notice of Transaction shall
indicate the amount and type of the Transaction consideration which such holder
of a Warrant would receive under this Section. If the Major Transaction
Consideration does not consist entirely of United States currency, such holder
may elect to receive United States currency in an amount equal to the value of
the Major Transaction Consideration in lieu of the Major Transaction
Consideration by delivering notice of such election to the Company within five
(5) business days of such holder's receipt of the Notice of Transaction. Except
in the case specified in Section 4(c)(a), this Warrant shall not be exercisable
after a Major Transaction.

            The "Black-Scholes Amount" shall be an amount determined by
calculating the "Black-Scholes" value of an option to purchase one share of
Common Stock on the applicable page on the Bloomberg online page, using the
following variable values: (i) the current market price of the Common Stock
equal to the Closing Trade Price on the last trading day before the date of the
Notice of the Major Transaction; (ii) volatility of the Common Stock equal to
the volatility of the Common Stock during the 100 trading day period preceding
the date of the Notice of the Major Transaction; (iii) a risk free rate equal to
the interest rate on the United States treasury bill or treasury note with a
maturity corresponding to the remaining term of this Warrant on the date of the
Notice of the Major Transaction; and (iv) an exercise price equal to the
Exercise Price on the date of the Notice of the Major Transaction. In the event
such calculation function is no longer available utilizing the Bloomberg online
page, the Holder shall calculate such amount in its sole discretion using the
closest available alternative mechanism and


                                       5
<PAGE>

variable values to those available utilizing the Bloomberg online page for such
calculation function.

            (d) Distribution of Assets. In case the Company shall declare or
make any distribution of its assets (or rights to acquire its assets) to holders
of Common Stock as a partial liquidating dividend, by way of return of capital
or like events (including any dividend or distribution to the Company's
shareholders of shares (or rights to acquire shares) of capital stock of a
subsidiary) (a "Distribution"), at any time after the initial issuance of this
Warrant, then the Holder shall be entitled upon exercise of this Warrant for the
purchase of any or all of the shares of Common Stock subject hereto, to receive
the amount of such assets (or rights) which would have been payable to the
Holder had such Holder been the holder of such shares of Common Stock on the
record date for the determination of shareholders entitled to such Distribution.

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

            (f) Minimum Adjustment of Exercise Price. No adjustment of the
Exercise Price shall be made in an amount of less than 1% of the Exercise Price
in effect at the time such adjustment is otherwise required to be made, but any
such lesser adjustment shall be carried forward and shall be made at the time
and together with the next subsequent adjustment which, together with any
adjustments so carried forward, shall amount to not less than 1% of such
Exercise Price.

            (g) No Fractional Shares. No fractional shares of Common Stock are
to be issued upon the exercise of this Warrant, but the Company shall pay a cash
adjustment in respect of any fractional share which would otherwise be issuable
in an amount equal to the same fraction of the Market Price of a share of Common
Stock; provided that in the event that sufficient funds are not legally
available for the payment of such cash adjustment any fractional shares of
Common Stock shall be rounded up to the next whole number.

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

                  (i) the Company shall declare any dividend upon the Common
Stock payable in shares of stock of any class or make any other distribution to
all (or substantially all) of the holders of the Common Stock;

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

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


                                       6
<PAGE>

                  (iv) there shall be a voluntary or involuntary dissolution,
liquidation or winding-up of the Company; then, in each such case, the Company
shall give to the Holder (a) notice of the date on which the books of the
Company shall close or a record shall be taken for determining the holders of
Common Stock entitled to receive any such dividend, distribution, or
subscription rights or for determining the holders of Common Stock entitled to
vote in respect of any such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation or winding-up and (b) in the case of any
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding-up, notice of the date (or, if not then known, a
reasonable approximation thereof by the Company) when the same shall take place.
Such notice shall also specify the date on which the holders of Common Stock
shall be entitled to receive such dividend, distribution, or subscription rights
or to exchange their Common Stock for stock or other securities or property
deliverable upon such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation, or winding-up, as the case may be. Such notice
shall be given at least 30 days prior to the record date or the date on which
the Company's books are closed in respect thereto, but in no event earlier than
public announcement of such proposed transaction or event. Failure to give any
such notice or any defect therein shall not affect the validity of the
proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

            (i) Certain Definitions.

                  (i) "Market Price," as of any date, (i) means the Closing
Trade Price for the shares of Common Stock as reported by the New York Stock
Exchange or the Nasdaq National Market System for the trading day immediately
preceding such date, or (ii) if the New York Stock Exchange or the Nasdaq
National Market System is not the principal trading market for the Common Stock,
the last reported bid price on the principal trading market for the Common Stock
during the same period, or, if there is no bid price for such period, the last
reported sales price for such period, or (iii) if market value cannot be
calculated as of such date on any of the foregoing bases, the Market Price shall
be the fair market value as reasonably determined by an investment banking firm
selected by the Company and reasonably acceptable to the holders of a majority
in interest of the original Warrant, with the costs of the appraisal to be borne
by the Company. The manner of determining the Market Price of the Common Stock
set forth in the foregoing definition shall apply with respect to any other
security in respect of which a determination as to market value must be made
hereunder.

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

      5. Issue Tax. The issuance of certificates for Warrant Shares upon the
exercise of this Warrant shall be made without charge to the Holder or such
shares for any issuance tax or other costs in respect thereof, provided that the
Company shall not be required to pay any tax which may be payable in respect of
any transfer involved in the issuance and delivery of any certificate in a name
other than the Holder.


                                       7
<PAGE>

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

      7. Transfer, Exchange, Redemption and Replacement of Warrant.

            (a) Restriction on Transfer. This Warrant and the rights granted to
the Holder are transferable, in whole or in part, upon surrender of this
Warrant, together with a properly executed assignment in the Form of Assignment
attached hereto as Exhibit 2, at the office or agency of the Company referred to
in Section 7(e) below. Until due presentment for registration of transfer on the
books of the Company, the Company may treat the registered holder hereof as the
owner and holder hereof for all purposes, and the Company shall not be affected
by any notice to the contrary.

            (b) Warrant Exchangeable for Different Denominations. This Warrant
is exchangeable, upon the surrender hereof by the Holder at the office or agency
of the Company referred to in Section 7(e) below, for new Warrants, in the form
hereof, of different denominations representing in the aggregate the right to
purchase the number of shares of Common Stock which may be purchased hereunder,
each of such new Warrants to represent the right to purchase such number of
shares as shall be designated by the Holder of at the time of such surrender.

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

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

            (e) Warrant Register. The Company shall maintain, at its principal
executive offices (or such other office or agency of the Company as it may
designate by notice to the Holder), a register for this Warrant, in which the
Company shall record the name and address of the person in whose name this
Warrant has been issued, as well as the name and address of each transferee and
each prior owner of this Warrant.

            (f) Additional Restriction on Exercise or Transfer. Notwithstanding
anything to the contrary contained herein, the Warrants shall not be exercisable
by the Holder to the


                                       8
<PAGE>

extent (but only to the extent) that, if exercisable by Holder, Holder would
beneficially own in excess of 4.9% (the "Applicable Percentage") of the shares
of Common Stock. To the extent the above limitation applies, the determination
of whether the Warrants shall be exercisable (vis-a-vis other securities owned
by Holder) and of which Warrants shall be exercisable (as among Warrants) shall
be made by Holder and submission of the Warrants for exercise shall be deemed to
be the Holder's determination of whether such Warrants are exercisable
(vis-a-vis other securities owned by Holder) and of which Warrants are
exercisable (among Warrants), in each case subject to such aggregate percentage
limitation. No prior inability to exercise Warrants pursuant to this paragraph
shall have any effect on the applicability of the provisions of this paragraph
with respect to any subsequent determination of exercisability. For the purposes
of this paragraph, beneficial ownership and all determinations and calculations,
including without limitation, with respect to calculations of percentage
ownership, shall be determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934, as amended, and Regulations 13D and G
thereunder. The provisions of this paragraph may be implemented in a manner
otherwise than in strict conformity with the terms this Section (f) with the
approval of the Board of Directors of the Company and the Holder: (i) with
respect to any matter to cure any ambiguity herein, to correct this paragraph
(or any portion hereof) which may be defective or inconsistent with the intended
Applicable Percentage beneficial ownership limitation herein contained or to
make changes or supplements necessary or desirable to properly give effect to
such Applicable Percentage limitation; and (ii) with respect to any other matter
only with the further consent of the holders of a majority of the then
outstanding shares of Common Stock. For clarification, it is expressly a term of
this security that the limitations contained in this paragraph shall apply to
each successor holder of Warrants.

      8. Notices. Any notice herein required or permitted to be given shall be
in writing and may be personally served or delivered by courier or by confirmed
telecopy, and shall be deemed delivered at the time and date of receipt (which
shall include telephone line facsimile transmission). The addresses for such
communications shall be:

            If to the Company:

                  P-Com, Inc.
                  3175 S. Winchester Blvd.
                  Campbell, California 95008
                  Telecopy:  (408) 866-3678
                  Attention: Chief Financial Officer and
                             Chief Executive Officer

            with a copy to:

                  Brobeck, Phleger & Harrison LLP
                  550 West C Street, Suite 1300
                  San Diego, California 92101
                  Telecopy:  (619) 236-1403
                  Attention: Hayden Trubitt


                                       9
<PAGE>

and if to the Holder, at such address as Holder shall have provided in writing
to the Company, or at such other address as each such party furnishes by notice
given in accordance with this Section 10.

      9. Governing Law; Jurisdiction. This Warrant shall be governed by and
construed in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed in the State of Delaware. The Company
irrevocably consents to the jurisdiction of the United States federal courts
located in the County of New Castle in the State of Delaware in any suit or
proceeding based on or arising under this Warrant and irrevocably agrees that
all claims in respect of such suit or proceeding may be determined in such
courts. The Company irrevocably waives the defense of an inconvenient forum to
the maintenance of such suit or proceeding. The Company agrees that a final
nonappealable judgment in any such suit or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on such judgment or in any other
lawful manner.

      10. Miscellaneous.

            (a) Amendments. This Warrant and any provision hereof may only be
amended by an instrument in writing signed by the Company and the Holders of a
majority of the Warrant Shares remaining subject to the Warrants.

            (b) Descriptive Headings. The descriptive headings of the several
Sections of this Warrant are inserted for purposes of reference only, and shall
not affect the meaning or construction of any of the provisions hereof.

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

            (d) Assignability. This Warrant shall be binding upon the Company
and its successors and assigns and shall inure to the benefit of Holder and its
successors and assigns. The Holder shall notify the Company upon the assignment
of this Warrant.

            (e) Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt
by the Company of evidence of the loss, theft, destruction or mutilation of this
Warrant, and (in the case of loss, theft or destruction) of indemnity or
security reasonably satisfactory to the Company, and upon surrender of this
Warrant, if mutilated, the Company shall execute and deliver a new Warrant of
like tenor and date.

                                     * * *


                                       10
<PAGE>

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


                                       P-Com, Inc.


                                       By: /s/ Robert E. Collins
                                          ----------------------------
                                       Name: Robert E. Collins
                                       Title: Chief Financial Officer


                                       11
<PAGE>

                           FORM OF EXERCISE AGREEMENT

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

            The undersigned hereby irrevocably exercises the right to purchase
____________ of the shares of common stock of P-Com, Inc., a Delaware
corporation (the "Company"), evidenced by the attached Warrant, and [herewith
makes payment of the Exercise Price with respect to such shares in full/ elects
to effect a Cashless Exercise pursuant to the terms of the Warrant], all in
accordance with the conditions and provisions of said Warrant.

      (i) [If a cash exercise -- The undersigned makes the representations and
warranties contained in Sections 2.1 through 2.7 of the Securities Purchase
Agreement, dated December 21, 1998 among the Company and Marshall Capital
Management, Inc. and others, as of the date of the exercise.] The undersigned
agrees not to offer, sell, transfer or otherwise dispose of any Common Stock
obtained on exercise of the Warrant, except under circumstances that will not
result in a violation of the Securities Act of 1933, as amended, or any state
securities laws.

      (ii) The undersigned requests that stock certificates for such shares be
issued, and a Warrant representing any unexercised portion hereof be issued,
pursuant to the Warrant in the name of the Holder (or such other person or
persons indicated below) and delivered to the undersigned (or designee(s) at the
address (or addresses) set forth below:

Date: __________________________       _________________________________________
                                       Signature of Holder


                                       _________________________________________
                                       Name of Holder (Print)


                                       Address:

                                       _________________________________________

                                       _________________________________________
<PAGE>

                               FORM OF ASSIGNMENT

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

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


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

Date:____________, _____,

In the presence of


                                       Name:      ______________________________

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

                                                  ______________________________

                                       Address:   ______________________________

                                                  ______________________________

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