<PAGE>
EXHIBIT 10.9



                             NOTE PURCHASE AGREEMENT
                             -----------------------

         NOTE PURCHASE AGREEMENT (this "Agreement"), dated as of March 26, 2003,
between SPEEDCOM Wireless Corporation, a corporation organized under the laws of
the State of Delaware (the "Company"),  and P-Com, Inc., a corporation organized
under the laws of the State of Delaware (the "Purchaser").

         WHEREAS:

         A. The Company and the  Purchaser are  executing  and  delivering  this
Agreement in reliance upon the exemption from securities  registration  afforded
by the provisions of Regulation D ("Regulation D"), as promulgated by the United
States  Securities and Exchange  Commission (the "SEC") under the Securities Act
of 1933, as amended (the "Securities Act").

         B. The Company desires to issue and sell, and the Purchaser  desires to
purchase,  upon the terms and conditions stated in this Agreement, a convertible
promissory  note, in the form attached hereto as Exhibit A (the "Note"),  in the
principal face amount of $400,000,  which Note shall be convertible  into shares
of the Company's  common stock, par value $0.001 per share (the "Common Stock").
The shares of Common Stock issuable upon conversion of or otherwise  pursuant to
the Note are  referred to herein as the  "Conversion  Shares."  The Note and the
Conversion  Shares are  collectively  referred to herein as the "Securities" and
each of them are individually referred to herein as a "Security." This Agreement
and the Note are collectively referred to herein as the "Transaction Documents."

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

1.       PURCHASE AND SALE OF SECURITIES.

         (a)  Purchase  and  Sale  of  Securities.  Subject  to  the  terms  and
conditions  hereof,  at the  Closing  (as defined in Section  1(b)  below),  the
Company shall issue and sell to the Purchaser,  and the Purchaser shall purchase
from the Company,  a Note in the  principal  face amount  equal to $400,000,  in
consideration for the payment by the Purchaser of a purchase price equal to such
principal face amount (the "Purchase Price").

         (b)  The  Closing.  Subject  to the  satisfaction  (or  waiver)  of the
conditions set forth in Sections 6 and 7 below,  the closing of the transactions
contemplated  hereby  (the  "Closing")  shall  take  place  at  the  offices  of
Purchaser, on the date hereof, or at such other time or place as the Company and
the Purchaser may mutually  agree (such date is  hereinafter  referred to as the
"Closing Date").

2.       PURCHASER'S  REPRESENTATIONS AND WARRANTIES.  The Purchaser  represents
         and warrants to the Company as follows:

         (a) Purchase for Own Account, Etc.. The Purchaser is acquiring the Note
for the  Purchaser's  own account and not with a present view towards the public
sale or distribution thereof,  except pursuant to sales that are exempt from the

<PAGE>


registration  requirements of the Securities Act and/or sales  registered  under
the Securities Act. The Purchaser  understands  that the Purchaser must bear the
economic  risk  of this  investment  indefinitely,  unless  the  Securities  are
registered pursuant to the Securities Act and any applicable state securities or
blue sky laws or an exemption from such registration is available,  and that the
Company  has no  present  intention  of  registering  the  resale  of  any  such
Securities other than as contemplated in Section 4(o).  Notwithstanding anything
in this Section 2(a) to the contrary, by making the representations  herein, the
Purchaser  does not  agree  to hold  the  Securities  for any  minimum  or other
specific term and reserves the right to dispose of the Securities at any time in
accordance with or pursuant to a registration statement or an exemption from the
registration requirements under the Securities Act.

         (b)  Accredited  Investor  Status.  The  Purchaser  is  an  "Accredited
Investor"  as that term is  defined  in Rule  501(a) of  Regulation  D under the
Securities Act.

         (c)  Reliance  on  Exemptions.   The  Purchaser  understands  that  the
Securities are being offered and sold to the Purchaser in reliance upon specific
exemptions from the registration requirements of United States federal and state
securities  laws and that the Company is relying upon the truth and accuracy of,
and  the  Purchaser's   compliance   with,  the   representations,   warranties,
agreements, acknowledgments and understandings of the Purchaser set forth herein
in order to determine the availability of such exemptions and the eligibility of
the Purchaser to acquire the Securities.

         (d)  Information.  The  Purchaser  or its  counsel,  if any,  have been
furnished all materials relating to the business, finances and operations of the
Company and  materials  relating to the offer and sale of the  Securities  which
have been specifically  requested by the Purchaser or its counsel.  Neither such
inquiries nor any other investigation  conducted by the Purchaser or its counsel
or any of its  representatives  shall  modify,  amend or affect the  Purchaser's
right to rely on the  Company's  representations  and  warranties  contained  in
Section 3 below. The Purchaser  understands  that the Purchaser's  investment in
the Securities involves a high degree of risk.

         (e)  Governmental  Review.  The  Purchaser  understands  that no United
States federal or state agency or any other  government or  governmental  agency
has passed upon or made any recommendation or endorsement of the Securities.

         (f) Transfer or Resale.  The Purchaser  understands  that (i) except as
provided in Section 4(o), the sale or resale of the Securities have not been and
are not being  registered under the Securities Act or any state securities laws,
and the  Securities  may not be  transferred  unless  (A) the  transfer  is made
pursuant to and as set forth in an effective  registration  statement  under the
Securities  Act  covering  the  Securities;  or (B)  the  Purchaser  shall  have
delivered to the Company an opinion of counsel  (which opinion shall be in form,
substance   and  scope   customary   for  opinions  of  counsel  in   comparable
transactions) to the effect that the Securities to be sold or transferred may be
sold or transferred pursuant to an exemption from such registration; or (C) sold
under and in compliance with Rule 144 promulgated under the Securities Act (or a
successor  rule) ("Rule 144");  or (D) sold or  transferred  in accordance  with
applicable  securities  laws to an affiliate of the Purchaser who agrees to sell
or otherwise  transfer the Securities  only in accordance with the provisions of
this  Section  2(f) and who is an  Accredited  Investor;  and (ii)  neither  the
Company nor any other person is under any obligation to register such Securities
                                      -2-
<PAGE>

under the Securities Act or any state securities laws (other than as provided in
Section 4(o)).  Notwithstanding  the foregoing or anything else contained herein
to the contrary,  the Securities may be pledged as collateral in connection with
a bona fide margin account or other lending arrangement, provided such pledge is
consistent with applicable laws, rules and regulations.

         (g) Legends.  The Purchaser  understands  that,  until such time as the
Conversion  Shares have been  registered  under the  Securities  Act  (including
registration  pursuant to Rule 416  thereunder)  or otherwise may be sold by the
Purchaser under Rule 144(k),  the certificates  for the Conversion  Shares shall
bear a restrictive legend in substantially the following form:

         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  or in any  other  jurisdiction.  The
         securities  represented hereby may not be offered,  sold or transferred
         in  the  absence  of  an  effective   registration  statement  for  the
         securities  under  applicable  securities laws unless offered,  sold or
         transferred  pursuant to an available  exemption from the  registration
         requirements of those laws.

         The Company agrees that it shall,  immediately  prior to a registration
statement  covering the  Securities  being  declared  effective,  deliver to its
transfer  agent an  opinion  letter of  counsel,  opining  that at any time such
registration  statement  is  effective,  the  transfer  agent  shall  issue,  in
connection with the issuance of the Conversion Shares, certificates representing
such  Conversion  Shares  without the  restrictive  legend above,  provided such
Conversion  Shares are to be sold pursuant to the  prospectus  contained in such
registration  statement.  Upon receipt of such opinion,  the Company shall cause
the transfer agent to confirm,  for the benefit of the holders,  that no further
opinion of counsel is  required  at the time of  transfer in order to issue such
shares without such restrictive legend.

         The legend set forth above shall be removed and the Company shall issue
a certificate without such legend to the holder of any Security upon which it is
stamped, if (unless otherwise required by state securities laws) (i) the sale of
such Security is registered  under the Securities  Act  (including  registration
pursuant to Rule 416 thereunder);  (ii) such holder provides the Company with an
opinion of counsel,  in form,  substance  and scope  customary  for  opinions of
counsel in comparable transactions, to the effect that a public sale or transfer
of such Security may be made without  registration  under the Securities Act; or
(iii) such holder  provides the Company  with  reasonable  assurances  that such
Security  can be sold under Rule 144.  In the event the above  legend is removed
from any Security and thereafter the  effectiveness of a registration  statement
covering such Security is suspended or the Company  determines that a supplement
or  amendment  thereto is  required by  applicable  securities  laws,  then upon
reasonable  advance written notice to the Purchaser the Company may require that
the  above  legend  be  placed on any such  Security  that  cannot  then be sold
pursuant  to an  effective  registration  statement  or  under  Rule 144 and the
Purchaser shall  cooperate in the replacement of such legend.  Such legend shall
thereafter  be  removed  when such  Security  may again be sold  pursuant  to an
effective registration statement or under Rule 144.

                                      -3-
<PAGE>


         (h)  Authorization;  Enforcement.  This  Agreement  has  been  duly and
validly  authorized,  executed and delivered on behalf of the Purchaser and is a
valid and binding agreement of the Purchaser  enforceable  against the Purchaser
in accordance with its terms.

         (i) Residency.  The Purchaser is a corporation organized under the laws
of the State of Delaware,  and its principal place of business is located within
the State of California.

         The Purchaser's  representations  and warranties made in this Article 2
are  made  solely  for  the  purpose  of  permitting   the  Company  to  make  a
determination that the transactions  contemplated  hereby comply with applicable
U.S.  federal  and  state  securities  laws and not for any other  purpose.  The
Company  may not  rely on such  representations  and  warranties  for any  other
purpose.

3.       REPRESENTATIONS  AND WARRANTIES OF THE COMPANY.  Except as set forth in
         the  Company's  Select SEC Documents (as defined in Section 3(f) below)
         or on a Disclosure  Schedule  executed and  delivered by the Company to
         the  Purchaser  within  five  business  days  following  the Closing in
         accordance with Section 4(p) hereof (the  "Disclosure  Schedule"),  the
         Company represents and warrants to the Purchaser as follows:

         (a) Organization and Qualification.  The Company and each of its direct
or indirect  subsidiaries  (collectively,  the  "Subsidiaries") is a corporation
duly organized and existing in good standing under the laws of the  jurisdiction
in which it is  incorporated,  and has the requisite  corporate power to own its
properties and to carry on its business as now being conducted.  The Company and
each of its  Subsidiaries  is duly  qualified  as a  foreign  corporation  to do
business and is in good  standing in every  jurisdiction  in which the nature of
the business  conducted by it makes such  qualification  necessary and where the
failure so to qualify has had or could reasonably be expected to have a Material
Adverse Effect.  "Material  Adverse Effect" means any material adverse effect on
(i) the  Securities,  (ii) the ability of the Company to perform its obligations
hereunder  or under  the other  Transaction  Documents  or (iii)  the  business,
operations,  properties, prospects, financial condition or results of operations
of the Company and its Subsidiaries, taken as a whole.

         (b)  Authorization;  Enforcement.  (i) The  Company  has the  requisite
corporate  power and authority to enter into and perform its  obligations  under
this Agreement and the other Transaction  Documents,  to issue and sell the Note
in  accordance  with the terms hereof and, to issue the  Conversion  Shares upon
conversion  of the Note in  accordance  with the  terms of such  Note;  (ii) the
execution,  delivery and performance of this Agreement and the other Transaction
Documents  by  the  Company  and  the  consummation  by it of  the  transactions
contemplated hereby and thereby (including,  without limitation, the issuance of
the Note and the issuance and reservation for issuance of the Conversion Shares)
have been duly  authorized  by the  Company's  Board of Directors and no further
consent  or  authorization  of the  Company,  its  Board  of  Directors,  or any
committee  of the Board of  Directors  is  required,  and (iii)  this  Agreement
constitutes,  and,  upon  execution  and  delivery  by the  Company of the other
Transaction  Documents,  such  agreements  will  constitute,  valid and  binding
obligations of the Company  enforceable  against the Company in accordance  with
their terms.  Neither the  execution,  delivery or performance by the Company of
this Agreement or the other Transaction  Documents nor the consummation by it of
the transactions contemplated hereby or thereby (including,  without limitation,
the  issuance of the Note or the  issuance or  reservation  for  issuance of the
                                      -4-
<PAGE>

Conversion  Shares)  requires  any  consent or  authorization  of the  Company's
stockholders.

         (c)  Capitalization.  The  capitalization of the Company as of the date
hereof,  including the authorized capital stock, the number of shares issued and
outstanding, the number of shares issuable and reserved for issuance pursuant to
the Company's stock option plans, the number of shares issuable and reserved for
issuance   pursuant  to  securities   (other  than  the  Note)   exercisable  or
exchangeable  for,  or  convertible  into,  any shares of capital  stock and the
number of shares to be reserved for issuance upon  conversion of the Note is set
forth in Section 3(c) of the Disclosure Schedule. All of such outstanding shares
of capital stock have been, or upon issuance in accordance with the terms of any
such warrants,  options or preferred stock, will be, validly issued,  fully paid
and  non-assessable.  No shares of capital stock of the Company  (including  the
Conversion  Shares) are subject to preemptive rights or any other similar rights
of the stockholders of the Company or any liens or encumbrances.  Except for the
Securities  and as set forth in Section 3(c) of the Disclosure  Schedule,  as of
the date of this  Agreement,  (i) there are no  outstanding  options,  warrants,
scrip, rights to subscribe to, calls or commitments of any character  whatsoever
relating  to,  or  securities  or  rights  convertible  into or  exercisable  or
exchangeable  for,  any  shares of  capital  stock of the  Company or any of its
Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is
or may become bound to issue  additional  shares of capital stock of the Company
or  any of  its  Subsidiaries,  nor  are  any  such  issuances  or  arrangements
contemplated,  and (ii) there are no agreements or arrangements  under which the
Company or any of its  Subsidiaries  is obligated to register the sale of any of
its or their  securities  under the  Securities  Act (other  than as provided in
Section  4(o)).  Section 3(c) of the  Disclosure  Schedule sets forth all of the
Company issued  securities or  instruments  containing  antidilution  or similar
provisions that will be triggered by, and all of the resulting  adjustments that
will be made to such  securities and instruments as a result of, the issuance of
the  Securities  in  accordance  with the terms of this  Agreement  or the Note.
Except for the Demand Notes (as defined in the Note),  there are no  outstanding
forms of indebtedness of the Company, secured by a security interest in all or a
portion of the  Company's  assets.  The Company has furnished to the Purchaser a
true and correct copy of the Company's Certificate of Incorporation as in effect
on the date hereof ("Certificate of Incorporation"),  the Company's Bylaws as in
effect  on the  date  hereof  (the  "Bylaws"),  and all  other  instruments  and
agreements governing securities  convertible into or exercisable or exchangeable
for capital stock of the Company.

         (d) Issuance of Shares.  The Note is duly authorized and, upon issuance
in accordance with the terms of this Agreement,  will be validly issued and free
from all taxes,  liens,  claims and  encumbrances  (other than  restrictions  on
transfer  contained  in this  Agreement  or the Note) and will not be subject to
preemptive  rights,   rights  of  first  refusal  or  other  similar  rights  of
stockholders  of the  Company  and will not  impose  personal  liability  on the
holders  thereof.  The  Conversion  Shares are duly  authorized and reserved for
issuance, and, upon conversion of the Note in accordance with the terms thereof,
will be validly issued, fully paid and non-assessable,  and free from all taxes,
liens, claims and encumbrances (other than restrictions on transfer contained in
this  Agreement) and will not be subject to preemptive  rights,  rights of first
refusal or other  similar  rights of  stockholders  of the  Company and will not
impose personal liability upon the holder thereof.

                                      -5-
<PAGE>


         (e) No  Conflicts.  The  execution,  delivery and  performance  of this
Agreement  and  the  other   Transaction   Documents  by  the  Company  and  the
consummation by the Company of the transactions  contemplated hereby and thereby
(including,  without limitation,  the issuance and reservation for issuance,  as
applicable,  of the  Note  and  Conversion  Shares)  will  not (i)  result  in a
violation of the Certificate of  Incorporation  or Bylaws or (ii) conflict with,
or  constitute  a default (or an event that with notice or lapse of time or both
would  become a default)  under,  or give to others  any rights of  termination,
amendment  (including,  without limitation,  the triggering of any anti-dilution
provisions),  acceleration  or  cancellation  of, any  agreement,  indenture  or
instrument to which the Company or any of its Subsidiaries is a party, or result
in a  violation  of  any  law,  rule,  regulation,  order,  judgment  or  decree
(including  United States federal and state  securities laws and regulations and
rules or regulations of any  self-regulatory  organizations  to which either the
Company or its securities  are subject)  applicable to the Company or any of its
Subsidiaries  or by which any  property  or asset of the  Company  or any of its
Subsidiaries is bound or affected (except, with respect to clause (ii), for such
conflicts, defaults, terminations, amendments, accelerations,  cancellations and
violations  that have not had and  could not  reasonably  be  expected  to have,
individually  or in the  aggregate,  a Material  Adverse  Effect).  Neither  the
Company  nor any of its  Subsidiaries  is in  violation  of its  Certificate  of
Incorporation,  Bylaws or other organizational documents and neither the Company
nor any of its Subsidiaries is in default (and no event has occurred which, with
notice  or  lapse  of  time  or  both,  would  put  the  Company  or  any of its
Subsidiaries in default)  under,  nor has there occurred any event giving others
(with  notice or lapse of time or both) any  rights of  termination,  amendment,
acceleration or cancellation of, any agreement, indenture or instrument to which
the Company or any of its Subsidiaries is a party. The businesses of the Company
and its Subsidiaries are not being conducted, and shall not be conducted so long
as the Purchaser owns the Note, in violation of any law, ordinance or regulation
of any  governmental  entity,  except for possible  violations the sanctions for
which either singly or in the aggregate have not had and could not reasonably be
expected to have a Material  Adverse  Effect.  The Company and its  Subsidiaries
possess all certificates,  authorizations  and permits issued by the appropriate
federal,  state or foreign regulatory  authorities which are material to conduct
its business,  and neither the Company nor any of its  Subsidiaries has received
any written notice of any proceeding  relating to the revocation or modification
of any such certificate,  authorization or permit.  The Company and its board of
directors  have  taken  all  necessary  action,  if  any,  in  order  to  render
inapplicable any control share acquisition,  business  combination,  poison pill
(including  any  distribution   under  a  rights  agreement)  or  other  similar
anti-takeover  provision under its Certificate of  Incorporation  or the laws of
the  state  of its  incorporation  which is or could  become  applicable  to the
Purchaser  as a  result  of the  transactions  contemplated  by this  Agreement,
including without  limitation,  the Company's issuance of the Securities and any
and all Purchaser's  ownership of the Securities or the Purchaser's ownership of
the Common Stock.  Except as specifically  contemplated  by this Agreement,  the
Company is not required to obtain any consent, approval,  authorization or order
of, or make any filing or registration with, any court or governmental agency or
any regulatory or self regulatory agency in order for it to execute,  deliver or
perform any of its  obligations  under this  Agreement or the other  Transaction
Documents, in each case in accordance with the terms hereof or thereof.

         (f) SEC Documents,  Financial Statements. (i) From December 31, 1997 to
December 30, 2000, to the knowledge of the Company's officers after due inquiry,
and (ii)  since  December  31,  2000,  the  Company  has  timely  filed  (within
applicable  extension  periods) all reports,  schedules,  forms,  statements and
other  documents  required  to be  filed  by it  with  the SEC  pursuant  to the
reporting  requirements of the Securities  Exchange Act of 1934, as amended (the
                                      -6-
<PAGE>

"Exchange  Act") (all of the  foregoing  filed  prior to the date hereof and all
exhibits  included  therein and financial  statements and schedules  thereto and
documents  incorporated  by reference  therein,  being  hereinafter  referred to
herein as the "SEC Documents").  As of their respective dates, the SEC Documents
complied in all material  respects with the  requirements of the Exchange Act or
the Securities Act, as the case may be, and the rules and regulations of the SEC
promulgated  thereunder  applicable  to the SEC  Documents,  and none of the SEC
Documents,  at the time they  were  filed  with the SEC,  contained  any  untrue
statement of a material  fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the  circumstances  under  which they were  made,  not  misleading.  None of the
statements  made in any such SEC  Documents  is,  or has  been,  required  to be
amended or updated under applicable law (except for such statements as have been
amended or updated in subsequent  filings made prior to the date hereof).  As of
their respective dates, the financial  statements of the Company included in the
SEC  Documents  complied as to form in all  material  respects  with  applicable
accounting  requirements  and the  published  rules and  regulations  of the SEC
applicable with respect thereto. Such financial statements have been prepared in
accordance  with  U.S.  generally  accepted  accounting   principles   ("GAAP"),
consistently applied during the periods involved (except (i) as may be otherwise
indicated in such financial statements or the notes thereto, or (ii) in the case
of unaudited interim statements, to the extent they may not include footnotes or
may be  condensed  or summary  statements)  and fairly  present in all  material
respects the consolidated financial position of the Company and its consolidated
Subsidiaries  as of the dates  thereof  and the  consolidated  results  of their
operations  and cash flows for the periods then ended  (subject,  in the case of
unaudited statements,  to immaterial year-end audit adjustments).  Except as set
forth in the  financial  statements  of the  Company  included in the Select SEC
Documents  (as defined  below),  the Company has no  liabilities,  contingent or
otherwise,  other  than (i)  liabilities  incurred  in the  ordinary  course  of
business  subsequent  to  the  date  of  such  financial   statements  and  (ii)
obligations  under contracts and commitments  incurred in the ordinary course of
business  and  not  required  under  GAAP  to be  reflected  in  such  financial
statements,  which  liabilities and  obligations  referred to in clauses (i) and
(ii),  individually  or in the  aggregate,  are not  material  to the  financial
condition or operating  results of the Company.  As used in this Agreement,  the
term "Select SEC Documents" shall mean the Company's (A) Proxy Statement for its
2002 Annual  Meeting,  (B) Annual Report on Form 10-K for the fiscal year ending
December 31, 2001,  (C)  Quarterly  Reports on Form 10-Q for the quarters  ended
March 31, June 30 and  September 30, 2002,  and (D) Current  Reports on Form 8-K
filed since December 31, 2001.

         (g) Absence of Certain Changes. Since December 31, 2001, there has been
no material adverse change and no material adverse  development in the business,
properties,  operations, prospects, financial condition or results of operations
of the Company and its Subsidiaries, taken as a whole. The Company has not taken
any steps,  and does not currently  expect to take any steps, to seek protection
pursuant to any  bankruptcy or  receivership  law nor does the Company or any of
its  Subsidiaries  have any  knowledge or reason to believe  that its  creditors
intend to  initiate  involuntary  bankruptcy  proceedings  with  respect  to the
Company or any of its Subsidiaries.
                                      -7-
<PAGE>


         (h) Transactions With Affiliates.  None of the officers,  directors, or
employees  of the  Company  is  presently  a party to any  transaction  with the
Company or any of its  Subsidiaries  (other than for  ordinary  course  services
solely in their  capacity as employees,  officers or  directors),  including any
contract,  agreement  or  other  arrangement  providing  for the  furnishing  of
services to or by, providing for rental of real or personal property to or from,
or  otherwise  requiring  payments  to or from any  such  officer,  director  or
employee or any  corporation,  partnership,  trust or other  entity in which any
such officer, director, or employee has an ownership interest of five percent or
more or is an officer, director, trustee or partner.

         (i)  Absence  of  Litigation.  There is no  action,  suit,  proceeding,
inquiry  or  investigation  before or by any  court,  public  board,  government
agency, self-regulatory organization or body (including, without limitation, the
SEC)  pending or, to the  knowledge  of the Company or any of its  Subsidiaries,
threatened against or affecting the Company, any of its Subsidiaries,  or any of
their respective directors or officers in their capacities as such. There are no
facts which, if known by a potential claimant or governmental  authority,  could
give rise to a claim or proceeding  which, if asserted or conducted with results
unfavorable  to the  Company or any of its  Subsidiaries,  could  reasonably  be
expected to have a Material Adverse Effect.

         (j)  Intellectual  Property.  Each of the Company and its  Subsidiaries
owns or is duly licensed to use all patents,  patent  applications,  trademarks,
trademark  applications,  trade  names,  service  marks,  copyrights,  copyright
applications, licenses, permits, inventions, discoveries, processes, scientific,
technical,  engineering  and marketing data,  object and source codes,  know-how
(including trade secrets and other unpatented and/or unpatentable proprietary or
confidential  information,  systems or procedures)  and other similar rights and
proprietary knowledge (collectively, "Intangibles") necessary for the conduct of
its  business as now being  conducted.  To the best  knowledge  of the  Company,
neither  the  Company  nor any  Subsidiary  of the  Company  infringes  or is in
conflict  with any right of any other  person with  respect to any  Intangibles.
Neither the Company nor any of its  Subsidiaries  has received written notice of
any pending conflict with or infringement upon such third party Intangibles. The
termination  of the  Company's  ownership  of,  or  right  to  use,  any  single
Intangible  could  reasonably  be  expected to have a Material  Adverse  Effect.
Neither  the Company nor any of its  Subsidiaries  has entered  into any consent
agreement, indemnification agreement, forbearance to sue or settlement agreement
with respect to the validity of the Company's or its Subsidiaries'  ownership or
right to use its Intangibles and there is no reasonable basis for any such claim
to be successful.  The Intangibles are valid and enforceable and no registration
relating  thereto has lapsed,  expired or been  abandoned  or canceled or is the
subject of cancellation or other adversarial  proceedings,  and all applications
therefor are pending and in good standing. The Company and its Subsidiaries have
complied,   in  all  material  respects,   with  their  respective   contractual
obligations  relating to the  protection  of the  Intangibles  used  pursuant to
licenses.  No person is infringing on or violating the Intangibles owned or used
by the Company or its Subsidiaries.

         (k) Title.  The Company and its  Subsidiaries  have good and marketable
title in fee simple to all real property and good and merchantable  title to all
personal  property owned by them that is material to the business of the Company
and its Subsidiaries, in each case free and clear of all liens, encumbrances and
defects, except for such liens, encumbrances and defects as do not, individually
or in the  aggregate,  materially  affect the value of such  property and do not
materially  interfere with the use made and proposed to be made of such property
by the Company and its Subsidiaries. Any real property and facilities held under

                                      -8-
<PAGE>

lease  by the  Company  and its  Subsidiaries  are  held by  them  under  valid,
subsisting and  enforceable  leases with such exceptions as are not material and
do not  materially  interfere  with the use made and proposed to be made of such
property and buildings by the Company and its Subsidiaries.

         (l)  Environmental  Matters.  There is no  environmental  litigation or
other  environmental  proceeding  pending  or  threatened  by  any  governmental
regulatory  authority  or others  with  respect  to the  current  or any  former
business of the Company or its  Subsidiaries or any partnership or joint venture
currently or at any time  affiliated  with the Company or its  subsidiaries.  No
state of facts exists as to  environmental  matters or Hazardous  Substances (as
defined  below) that involves the  reasonable  likelihood of a material  capital
expenditure  by the Company or its  Subsidiaries  or that may  otherwise  have a
Material Adverse Effect.  No Hazardous  Substances have been treated,  stored or
disposed of, or otherwise deposited,  in or on the properties owned or leased by
the Company or its Subsidiaries or by any partnership or joint venture currently
or at any time affiliated  with the Company or its  Subsidiaries in violation of
any applicable  environmental laws. The environmental compliance programs of the
Company and its Subsidiaries comply in all respects with all environmental laws,
whether federal, state or local, currently in effect. As used herein, "Hazardous
Substances" means any substance, waste, contaminant,  pollutant or material that
has been determined by any governmental authority to be capable of posing a risk
of injury to health, safety, property or the environment.

         (m) Disclosure.  All information  relating to or concerning the Company
and/or any Subsidiary or Subsidiaries set forth in this Agreement or provided to
the Purchaser  pursuant to Section 2(d) hereof or otherwise in  connection  with
the  transactions  contemplated  hereby  is true  and  correct  in all  material
respects and the Company has not omitted to state any material fact necessary in
order  to  make  the  statements  made  herein  or  therein,  in  light  of  the
circumstances  under  which  they  were  made,  not  misleading.   No  event  or
circumstance  has  occurred  or  exists  with  respect  to  the  Company  or its
Subsidiaries or their respective businesses,  properties,  prospects, operations
or  financial  conditions,  which has not been  publicly  disclosed  but,  under
applicable  law,  rule or  regulation,  would be required to be disclosed by the
Company in a  registration  statement  filed on the date  hereof by the  Company
under the  Securities  Act with respect to a primary  issuance of the  Company's
securities.

         (n) Acknowledgment  Regarding  Purchaser's  Purchase of the Securities.
The  Company  acknowledges  and  agrees  that the  Purchaser  is not acting as a
financial  advisor or fiduciary of the Company (or in any similar capacity) with
respect  to  this  Agreement  or  the  transactions   contemplated  hereby,  the
relationship  between the Company and the  Purchaser  is  "arms-length"  and any
statement  made by the  Purchaser  or any of its  representatives  or  agents in
connection  with this  Agreement  and the  transactions  contemplated  hereby is
merely  incidental to the  Purchaser's  purchase of Securities  and has not been
relied upon by the  Company,  its  officers or directors in any way. The Company
further  acknowledges  that the Company's  decision to enter into this Agreement
has been  based  solely on an  independent  evaluation  by the  Company  and its
representatives.

         (o) Form  SB-2  Eligibility.  The  Company  is  currently  eligible  to
register the resale of its Common  Stock on a  registration  statement  filed on
Form SB-2 under the Securities Act.
                                      -9-
<PAGE>


         (p) No General  Solicitation.  Neither the Company nor any  distributor
participating on the Company's behalf in the  transactions  contemplated  hereby
(if any) nor any person  acting for the Company,  or any such  distributor,  has
conducted any "general  solicitation,"  as such term is defined in Regulation D,
with respect to any of the Securities being offered hereby.

         (q)  No  Integrated  Offering.  Neither  the  Company,  nor  any of its
affiliates,  nor any  person  acting on its or their  behalf,  has  directly  or
indirectly  made any offers or sales of any security or solicited  any offers to
buy any security  under  circumstances  that would require  registration  of the
Securities  being offered hereby under the Securities Act or cause this offering
of  Securities  to be  integrated  with any prior  offering of securities of the
Company for purposes of the Securities Act.

         (r) No Brokers.  The Company has taken no action  which would give rise
to any claim by any person for  brokerage  commissions  or finder's  fees or for
similar payments by the Purchaser relating to this Agreement or the transactions
contemplated hereby.

         (s)  Acknowledgment  Regarding  Securities.  The  number of  Conversion
Shares   issuable   upon   conversion  of  the  Note  may  increase  in  certain
circumstances.   The  Company's   executive  officers  have  studied  and  fully
understand  the nature of the  Securities  being  sold  hereunder.  The  Company
acknowledges  that its obligation to issue Conversion  Shares upon conversion of
the Note in accordance with the terms of the Note is, other than as set forth in
the Note,  absolute and  unconditional,  regardless  of the  dilution  that such
issuance  may have on the  ownership  interests  of other  stockholders  and the
availability of remedies provided for in the Transaction Documents relating to a
failure  or refusal  to issue  Conversion  Shares.  Taking  the  foregoing  into
account,  the  Company's  Board of Directors  has  determined  in its good faith
business  judgment that the issuance of the Note hereunder and the  consummation
of the other transactions  contemplated  hereby are in the best interests of the
Company and its  stockholders.  The  Company's  Board of Directors and executive
officers fully intend to honor their  obligations  hereunder to issue Conversion
Shares upon conversion of the Note regardless of the dilution that such issuance
may have on the ownership  interests of other  stockholders and the availability
of remedies provided for in the Transaction  Documents relating to their failure
or refusal to issue Conversion Shares.

4.       COVENANTS.

         (a) Best Efforts.  The parties  shall use their best efforts  timely to
satisfy each of the conditions described in Sections 6 and 7 of this Agreement.

         (b) Form D: Blue Sky Laws. The Company shall file with the SEC a Form D
with respect to the Securities as required under Regulation D and provide a copy
thereof to the Purchaser  promptly after such filing.  The Company shall,  on or
before the  Closing  Date,  take such  action as the  Company  shall  reasonably
determine  is  necessary  to qualify the  Securities  for sale to the  Purchaser
pursuant to this Agreement under applicable securities or "blue sky" laws of the
states of the United  States or obtain  exemption  therefrom,  and shall provide
evidence of any such action so taken to the Purchaser on or prior to the Closing
Date. Within two (2) trading days after the Closing Date, the Company shall file
a Form 8-K concerning this Agreement and the transactions  contemplated  hereby,
which Form 8-K shall attach this  Agreement and its Exhibits as exhibits to such
Form 8-K (the "8-K Filing").  From and after the 8-K Filing,  the Company hereby
acknowledges  that the  Purchaser  shall not be in  possession  of any  material
nonpublic  information received from the Company, any of its Subsidiaries or any
of  its  respective  officers,  directors,  employees  or  agents,  that  is not
disclosed in the 8-K Filing.  The Company shall not, and shall cause each of its
Subsidiaries and its and each of their respective officers, directors, employees
and agents not to, provide the Purchaser with any material nonpublic information

                                      -10-
<PAGE>


regarding the Company or any of its  Subsidiaries  from and after the 8-K Filing
without the express written consent of the Purchaser; provided, however, that if
the Purchaser exercises its rights under Section 4(m) it shall be deemed to have
given such express  written  consent.  In the event of a breach of the foregoing
covenant  by  the  Company,  any  of its  Subsidiaries,  or any of its or  their
respective officers,  directors,  employees and agents, in addition to any other
remedy  provided  herein or in the other  Transaction  Documents,  the Purchaser
shall  have  the  right  to make a  public  disclosure,  in the  form of a press
release,   public  advertisement  or  otherwise,   of  such  material  nonpublic
information without the prior approval by the Company, its Subsidiaries,  or any
of its or  their  respective  officers,  directors,  employees  or  agents.  The
Purchaser shall not have any liability to the Company, its Subsidiaries,  or any
of its or their  respective  officers,  directors,  employees,  shareholders  or
agents for any such  disclosure.  Subject to the foregoing,  neither the Company
nor the Purchaser shall issue any press releases or any other public  statements
with respect to the transactions  contemplated hereby;  provided,  however, that
the Company shall be entitled,  without the prior approval of the Purchaser,  to
make  any  press  release  or  other  public  disclosure  with  respect  to such
transactions   (i)  in   substantial   conformity   with  the  8-K   Filing  and
contemporaneously  therewith  and  (ii) as is  required  by  applicable  law and
regulations  (provided  that in the case of clause  (i) the  Purchaser  shall be
consulted  by the  Company in  connection  with any such press  release or other
public disclosure prior to its release).

         (c) Reporting Status. So long as the Purchaser beneficially owns any of
the  Securities,  the Company  shall  timely file (within  applicable  extension
periods) all reports  required to be filed with the SEC pursuant to the Exchange
Act, and the Company  shall not  terminate  its status as an issuer  required to
file  reports  under the  Exchange Act even if the Exchange Act or the rules and
regulations thereunder would permit such termination.

         (d) Use of  Proceeds.  The  Company  shall  use the  proceeds  from the
issuance and sale of the Securities for general  corporate  purposes and working
capital. Such proceeds shall not be used to (i) pay dividends;  (ii) pay for any
increase  in  executive  compensation  or make any loan or other  advance to any
officer,  employee,  shareholder,  director or other  affiliate  of the Company,
without the express approval of the Board of Directors acting in accordance with
past practice; (iii) purchase debt or equity securities of any entity (including
redeeming  the  Company's   own   securities),   except  for  (A)  evidences  of
indebtedness  issued or fully  guaranteed  by the United  States of America  and
having a maturity  of not more than one year from the date of  acquisition,  (B)
certificates of deposit,  notes,  acceptances and repurchase agreements having a
maturity of not more than one year from the date of acquisition issued by a bank
organized in the United States having capital,  surplus and undivided profits of
at least $500,000,000,  (C) the highest-rated commercial paper having a maturity
of not more than one year from the date of  acquisition,  and (D) "Money Market"
fund  shares,  or money market  accounts  fully  insured by the Federal  Deposit
Insurance  Corporation and sponsored by banks and other financial  institutions,
provided that the  investments  consist  principally of the types of investments
described in clauses (A),  (B), or (C) above;  or (iv) make any  investment  not
directly related to the current business of the Company.

                                      -11-
<PAGE>

         (e)  Financial  Information.  The  Company  shall send (via  electronic
transmission  or  otherwise)  the following  reports to the Purchaser  until the
Purchaser transfers, assigns or sells all of the Securities: (i) within ten (10)
days  after the filing  with the SEC, a copy of its Annual  Report on Form 10-K,
its Quarterly Reports on Form 10-Q, its proxy statements and any Current Reports
on Form 8-K;  and (ii)  within  one (1) day after  release,  copies of all press
releases issued by the Company or any of its Subsidiaries.

         (f)  Reservation  of  Shares.  The  Company  shall  at all  times  have
authorized  and  reserved  for the  purpose of issuance a  sufficient  number of
shares of Common  Stock to provide for the full  conversion  of the  outstanding
Note and issuance of the Conversion Shares in connection therewith to the extent
required by the Note.

         (g)  Listing.  The  Company  shall  promptly  secure the listing of the
Conversion Shares upon each national  securities exchange or automated quotation
system,  if any,  upon  which  shares of Common  Stock  become  listed or quoted
(subject to official  notice of issuance upon  conversion of the Note) and shall
maintain,  so long as any other  shares of  Common  Stock  shall be so listed or
quoted,  such listing of all  Conversion  Shares from time to time issuable upon
the  conversion of the Note.  The Company shall comply in all material  respects
with the reporting,  filing and other  obligations  under the bylaws or rules of
any such national securities exchange or automated quotation system on which its
shares of Common Stock are listed or quoted.  The Company shall promptly provide
to the holder of Note copies of any notices it receives  regarding the continued
eligibility of the Common Stock for trading on any national  securities exchange
or automated  quotation  system on which  securities of the same class or series
issued by the Company are then listed or quoted, if any.

         (h) Corporate Existence. So long as the Purchaser beneficially owns any
Securities, the Company shall maintain its corporate existence, and in the event
of a merger,  consolidation or sale of all or substantially all of the Company's
assets,  the Company shall ensure that the surviving or successor entity in such
transaction (i) assumes the Company's  obligations hereunder and under the other
Transaction Documents and (ii) is a publicly traded corporation.

         (i) No Integrated  Offerings.  The Company shall not make any offers or
sales of any security (other than the Securities) under circumstances that would
require registration of the Securities being offered or sold hereunder under the
Securities  Act or cause this offering of the  Securities to be integrated  with
any other offering of securities by the Company for purposes of any  stockholder
approval provision applicable to the Company or its securities.

         (j) Legal  Compliance.  The Company  shall conduct its business and the
business  of its  subsidiaries  in  compliance  with  all  laws,  ordinances  or
regulations of governmental entities applicable to such businesses, except where
the failure to do so would not have a Material Adverse Effect.

         (k) Redemptions and Dividends. So long as the Purchaser holds the Note,
the Company  shall not,  without  first  obtaining  the written  approval of the
Purchaser,   repurchase,   redeem  or  declare  or  pay  any  cash  dividend  or
distribution on any shares of capital stock of the Company.

                                      -12-
<PAGE>

         (l)  Information.  So long as the Purchaser holds the Note, the Company
shall furnish to the Purchaser:

                  (i)  concurrently  with the filing  with the SEC of its annual
         reports on Form 10-K, a certificate of the President,  a Vice President
         or a senior  financial  officer of the Company stating that, based upon
         such  examination or  investigation  and review of this Agreement as in
         the opinion of the signer is  necessary to enable the signer to express
         an informed opinion with respect  thereto,  neither the Company nor any
         of its Subsidiaries is or has during such period been in default in the
         performance or observance of any of the terms,  covenants or conditions
         hereof, or, if the Company or any of its Subsidiaries shall be or shall
         have been in default,  specifying all such defaults, and the nature and
         period of  existence  thereof,  and what  action  the  Company  or such
         Subsidiary  has  taken,  is taking  or  proposes  to take with  respect
         thereto; and

                  (ii) the information the Company must deliver to any holder or
         to any prospective transferee of Securities in order to permit the sale
         or other transfer of such  Securities  pursuant to Rule 144A of the SEC
         or any similar rule then in effect.

                  The Company  shall keep at its  principal  executive  office a
         true copy of this  Agreement (as at the time in effect),  and cause the
         same to be  available  for  inspection  at such  office  during  normal
         business  hours  by  any  holder  of  Securities  or  any   prospective
         transferee of Securities designated by a holder thereof.

         (m) Inspection of Properties and Books.  So long as the Purchaser shall
beneficially  own any  Securities,  the  Purchaser and its  representatives  and
agents (collectively, the "Inspectors") shall have the right, at the Purchaser's
expense,  to visit and inspect any of the  properties  of the Company and of its
Subsidiaries,  to examine the books of account and records of the Company and of
its Subsidiaries,  to make or be provided with copies and extracts therefrom, to
discuss  the  affairs,   finances  and  accounts  of  the  Company  and  of  its
Subsidiaries  with, and to be advised as to the same by, its and their officers,
employees and independent  public accountants (and by this provision the Company
authorizes  such  accountants  to discuss such  affairs,  finances and accounts,
whether  or not a  representative  of  the  Company  is  present)  all  at  such
reasonable  times and intervals and to such  reasonable  extent as the Purchaser
may desire; provided,  however, that each Inspector shall hold in confidence and
shall not make any disclosure  (except to the Purchaser) of any such information
which the  Company  determines  in good faith to be  confidential,  and of which
determination the Inspectors are so notified,  unless (i) the disclosure of such
information is necessary to avoid or correct a  misstatement  or omission in any
registration  statement  covering  the  Securities,  (ii)  the  release  of such
information  is ordered  pursuant  to a subpoena  or other order from a court or
government body of competent  jurisdiction,  or (iii) such  information has been
made generally  available to the public other than by disclosure in violation of
this or any other agreement.  The Purchaser agrees that it shall,  upon learning
that  disclosure of such  information is sought in or by a court or governmental
body of competent jurisdiction or through other means, give prompt notice to the
Company and allow the Company, at its expense,  to undertake  appropriate action
to prevent  disclosure of, or to obtain a protective  order for, the information
deemed confidential.

                                      -13-
<PAGE>


         (n)  Confidential  Agreement.  Except for any  disclosure  required  by
applicable  law or rules of the SEC, the Company and the  Purchaser  shall,  and
shall  direct  its  respective   representatives  to,  hold  in  confidence  all
information  concerning this Agreement and the transactions  contemplated hereby
until the earlier of such time as (i) the Company has made a public announcement
concerning the Agreement and the transactions  contemplated  hereby or (ii) this
Agreement is terminated.

         (o) Registration  Rights.  Promptly following the Closing,  the Company
and the Purchaser shall execute and deliver a registration  rights  agreement in
form  customary  for  transactions  of  the  type  contemplated   hereby,  which
registration  rights  agreement  shall  provide  the  Purchaser  with  unlimited
piggyback  registration  rights and one demand  registration right beginning one
hundred and eighty days after the Closing.

         (p)  Disclosure  Schedule.  Within five  business  days  following  the
Closing, the Company shall deliver to the Purchaser the Disclosure Schedule,  in
form and substance satisfactory to the Purchaser in Purchaser's sole discretion.

5.       TRANSFER AGENT INSTRUCTIONS.

         (a) The Company shall instruct its transfer agent to issue certificates
(subject to the legend and other provisions hereof and in the Note),  registered
in the name of the Purchaser or its nominee,  for the Conversion  Shares in such
amounts as  specified  from time to time by the  Purchaser  to the Company  upon
conversion  of the Note.  To the  extent  and during  the  periods  provided  in
Sections 2(f) and 2(g) of this Agreement,  all such certificates  shall bear the
restrictive legend specified in Section 2(g) of this Agreement.

         (b)  The  Company   warrants  that  no  instruction   other  than  such
instructions  referred to in this Section 5 and stop  transfer  instructions  to
give effect to Section 2(f) hereof in the case of the transfer of the Conversion
Shares prior to registration  of the Conversion  Shares under the Securities Act
or without an exemption therefrom, shall be given by the Company to its transfer
agent and that the  Securities  shall  otherwise be freely  transferable  on the
books  and  records  of  the  Company  as and to the  extent  provided  in  this
Agreement.  Nothing  in this  Section  shall  affect in any way the  Purchaser's
obligations  and  agreement  set forth in  Section  2(g)  hereof  to resell  the
Securities pursuant to an effective registration statement or under an exemption
from the registration requirements of applicable securities law.

         (c) If the Purchaser  provides the Company and the transfer  agent with
an opinion of counsel,  which opinion of counsel shall be in form, substance and
scope  customary  for  opinions of counsel in  comparable  transactions,  to the
effect  that  the  Securities  have  been  sold or  transferred  pursuant  to an
exemption  from  registration,  or the  Purchaser  provides  the Company with an
opinion of counsel,  which  opinion of counsel  shall be in form,  substance and
scope  customary  for  opinions of counsel in  comparable  transactions,  to the
effect that such  Securities  may be sold under Rule 144(k),  the Company  shall
permit the transfer and, in the case of the Conversion Shares, promptly instruct
its transfer  agent to issue one or more  certificates  in such name and in such
denominations as specified by the Purchaser.

                                      -14-
<PAGE>

6.       CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

         The  obligation of the Company  hereunder to issue and sell the Note to
the Purchaser and to otherwise  consummate the transactions  contemplated hereby
is  subject  to the  satisfaction,  at or  before  the  Closing,  of each of the
following  conditions  thereto,  provided  that  these  conditions  are  for the
Company's  sole benefit and may be waived by the Company at any time in its sole
discretion.

         (a) The Purchaser  shall have executed this Agreement and delivered the
same to the Company.

         (b) The Purchaser shall have delivered the amount of the Purchase Price
to the Company by wire transfer in accordance with the Company's  written wiring
instructions.

         (c) The  representations  and warranties of the Purchaser shall be true
and correct as of the date when made and as of the  Closing  Date as though made
at that time  (except  for  representations  and  warranties  that speak as of a
specific date, which representations and warranties shall be true and correct as
of such date), and the Purchaser shall have performed, satisfied and complied in
all material respects with the covenants,  agreements and conditions required by
this  Agreement to be performed,  satisfied or complied with by the Purchaser at
or prior to the Closing Date.

         (d) No statute,  rule,  regulation,  executive order, decree, ruling or
injunction  shall have been  enacted,  entered,  promulgated  or endorsed by any
court or governmental authority of competent jurisdiction or any self-regulatory
organization  having  authority  over  the  matters  contemplated  hereby  which
prohibits  the  consummation  of any of the  transactions  contemplated  by this
Agreement.

7.       CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE. The obligation of
         the  Purchaser  hereunder  to purchase the Note from the Company and to
         otherwise consummate the transactions contemplated hereby is subject to
         the  satisfaction,  at or  before  the  Closing  Date,  of  each of the
         following  conditions,  provided  that  such  conditions  are  for  the
         Purchaser's sole benefit and may be waived by the Purchaser at any time
         in the Purchaser's sole discretion:

         (a) The  Company  shall have  executed  this  Agreement  and  delivered
executed original copies of the same to the Purchaser.

         (b) The Company  shall have  delivered to the Purchaser a duly executed
Note registered in the Purchaser's name.

         (c) The representations and warranties of the Company shall be true and
correct as of the date when made and as of the  Closing  Date as though  made at
that time (except for representations and warranties that speak as of a specific
date, which  representations and warranties shall be true and correct as of such
date) and the  Company  shall have  performed,  satisfied  and  complied  in all
material respects with the covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Company at or prior
to the Closing Date.

                                      -15-
<PAGE>

         (d) No statute,  rule,  regulation,  executive order,  decree,  ruling,
injunction,  action or proceeding shall have been enacted, entered,  promulgated
or endorsed by any court or governmental  authority of competent jurisdiction or
any self-regulatory  organization having authority over the matters contemplated
hereby which questions the validity of, challenges or prohibits the consummation
of, any of the transactions contemplated by this Agreement.

         (e) There shall have been no material  adverse  changes and no material
adverse  developments  in  the  business,  properties,   operations,  prospects,
financial   condition  or  results  of   operations   of  the  Company  and  its
subsidiaries,  taken as a whole, since the date hereof,  and no information,  of
which the Purchaser is not currently  aware,  shall come to the attention of the
Purchaser that is materially adverse to the Company.

         (f) The  Purchaser  shall  have  received a copy of  resolutions,  duly
adopted by the Board of Directors  of the Company,  which shall be in full force
and effect at the time of the applicable  Closing,  authorizing the consummation
by the  Company  of  the  transactions  contemplated  hereby  and  by the  other
Transaction Documents, certified as such by the Secretary or Assistant Secretary
of the Company.

8.       GOVERNING LAW; MISCELLANEOUS.

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

         (b)  Counterparts.  This  Agreement  may be  executed  in  two or  more
counterparts,  all of which shall be considered  one and the same  agreement and
shall  become  effective  when  counterparts  have been signed by each party and
delivered to the other party.  This Agreement,  once executed by a party, may be
delivered to the other  parties  hereto by facsimile  transmission  of a copy of
this Agreement  bearing the signature of the party so delivering this Agreement.
In the event any  signature is delivered  by facsimile  transmission,  the party
using such means of delivery shall cause the manually executed execution page(s)
hereof to be physically delivered to the other party within five (5) days of the
execution hereof,  provided that the failure to so deliver any manually executed
execution  page  shall  not  affect  the  validity  or  enforceability  of  this
Agreement.

         (c) Construction. Whenever the context requires, the gender of any word
used in this Warrant includes the masculine,  feminine or neuter, and the number
of any word  includes  the  singular  or plural.  Unless the  context  otherwise


                                      -16-
<PAGE>

requires, all references to articles and sections refer to articles and sections
of this  Agreement,  and all  references to schedules are to schedules  attached
hereto,  each of which is made a part hereof for all purposes.  The  descriptive
headings of the several articles and sections of this Agreement are inserted for
purposes of reference  only, and shall not affect the meaning or construction of
any of the provisions hereof.

         (d)  Severability.  If any provision of this Agreement shall be invalid
or unenforceable in any jurisdiction,  such invalidity or unenforceability shall
not affect the validity or  enforceability of the remainder of this Agreement or
the validity or enforceability of this Agreement in any other jurisdiction.

         (e)  Entire  Agreement;   Amendments.  This  Agreement  and  the  other
Transaction  Documents  contain the entire  understanding of the Purchaser,  the
Company, their affiliates and persons acting on their behalf with respect to the
matters covered herein and therein and, except as specifically  set forth herein
or therein,  neither the Company  nor the  Purchaser  makes any  representation,
warranty,  covenant or undertaking with respect to such matters. No provision of
this  Agreement may be waived other than by an  instrument in writing  signed by
the party to be charged with  enforcement and no provision of this Agreement may
be amended other than by an instrument in writing  signed by the Company and the
Purchaser.

         (f)  Notices.  Any notices  required or permitted to be given under the
terms of this  Agreement  shall be sent by certified or registered  mail (return
receipt requested) or delivered personally,  by responsible overnight carrier or
by confirmed facsimile,  and shall be effective five (5) days after being placed
in the mail,  if mailed,  or upon  receipt or refusal of receipt,  if  delivered
personally or by responsible  overnight carrier or confirmed facsimile,  in each
case addressed to a party. The initial addresses for such  communications  shall
be as follows,  and each party shall provide  notice to the other parties of any
change in such party's address:

                  (i) If to the Purchaser:

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

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

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


                                      -17-
<PAGE>


                  (ii) If to the Company:

                           SPEEDCOM Wireless Corporation
                           7020 Professional Parkway East
                           Sarasota, FL 34240
                           Telephone: (941) 907-2300
                           Facsimile: (941) 355-0219


         (g)  Successors and Assigns.  This Agreement  shall be binding upon and
inure to the benefit of the parties and their successors and assigns.  Except as
provided  herein,  the Company shall not assign this  Agreement or any rights or
obligations  hereunder.  The  Purchaser  may assign or transfer  the  Securities
pursuant to the terms of the Note and this Agreement,  as applicable,  or assign
the  Purchaser's  rights  hereunder or thereunder to any other person or entity,
except for direct  competitors  of the Company or persons or entities  that have
publicly announced plans to compete directly with the Company. In addition,  and
notwithstanding  anything to the  contrary  contained  in this  Agreement or the
other Transaction Documents, the Securities may be pledged and all rights of the
Purchaser  under  this  Agreement  or  any  other  Transaction  Document  may be
assigned,  without  further  consent of the  Company,  to a bona fide pledgee in
connection with the Purchaser's margin or brokerage account.

         (h) Third Party  Beneficiaries.  This  Agreement  is  intended  for the
benefit of the parties  hereto and their  respective  permitted  successors  and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

         (i) Survival. The representations and warranties of the Company and the
agreements  and  covenants  set  forth in  Sections  3, 4, 5 and 8 hereof  shall
survive the Closing notwithstanding any due diligence investigation conducted by
or on  behalf  of the  Purchaser.  Moreover,  none  of the  representations  and
warranties  made by the  Company  herein  shall act as a waiver of any rights or
remedies  the  Purchaser  may  have  under  applicable  U.S.  federal  or  state
securities laws.

         (j)  Publicity.  The Company and the Purchaser  shall have the right to
approve before  issuance any press  releases,  SEC filings,  or any other public
statements  with  respect to the  transactions  contemplated  hereby;  provided,
however,  that the Company shall be entitled,  without the prior approval of the
Purchaser,  to make any  press  release  or SEC  filings  with  respect  to such
transactions  as is required by  applicable  law and  regulations  (although the
Purchaser  shall be consulted by the Company in  connection  with any such press
release  and  filing  prior to its  release  and shall be  provided  with a copy
thereof).

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

         (l) Joint  Participation in Drafting.  Each party to this Agreement has
participated  in the  negotiation  and drafting of this  Agreement and the other

                                      -18-
<PAGE>

Transaction  Documents.  As such,  the language used herein and therein shall be
deemed to be the language  chosen by the parties  hereto to express their mutual
intent, and no rule of strict construction shall be applied against any party to
this Agreement.

         (m) Equitable Relief.  The Company  acknowledges that a breach by it of
its  obligations  hereunder  will cause  irreparable  harm to the  Purchaser  by
vitiating  the  intent  and  purpose of the  transactions  contemplated  hereby.
Accordingly, the Company acknowledges that the remedy at law for a breach of its
obligations hereunder  (including,  but not limited to, its obligations pursuant
to Section 5 hereof) will be inadequate and agrees,  in the event of a breach or
threatened breach by the Company of the provisions of this Agreement (including,
but not limited  to, its  obligations  pursuant  to Section 5 hereof),  that the
Purchaser shall be entitled,  in addition to all other available remedies, to an
injunction  restraining any breach and requiring immediate issuance and transfer
of the  Securities,  without the necessity of showing  economic loss and without
any bond or other security being required.

         (n) Indemnification by Company. From and after the Closing, the Company
shall hold  harmless and indemnify  the  Purchaser  from and against,  and shall
compensate  and reimburse the Purchaser for, any damages  (including  reasonable
attorneys  fees) which are  directly or  indirectly  suffered or incurred by the
Purchaser or to which the Purchaser may otherwise become subject  (regardless of
whether or not such  damages  relate to any  third-party  claim) and which arise
from or as a  result  of,  or are  directly  or  indirectly  connected  with any
inaccuracy in or breach of any of the Company's  representations,  warranties or
covenants set forth herein. In the event of the assertion or commencement by any
person of any claim or legal  proceeding with respect to which the Purchaser may
have  indemnification  rights pursuant to this Section 8(n), the Purchaser shall
promptly notify the Company thereof in writing, but the failure to so notify the
Company  will not limit the  Purchaser's  rights to  indemnification  hereunder,
except to the extent the Company demonstrates that the defense of such action is
prejudiced by the failure to so give such notice.

         (o) Additional Acknowledgement.  The Purchaser acknowledges that it has
independently  evaluated  the merits of the  transactions  contemplated  by this
Agreement  and the other  Transaction  Documents  and that it has  independently
determined to enter into the transactions contemplated hereby and thereby.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      -19-
<PAGE>


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


SPEEDCOM WIRELESS CORPORATION


By:      /s/ Mark Schaftlein
--------------------------------
Name:    Mark Schaftlein
Title:   Chief Financial Officer


P-COM, INC.


By:      /s/ George Roberts
------------------------------
Name:    George Roberts
Title:   Chief Executive Officer

<PAGE>