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EXHIBIT 10.115

                              CONSULTING AGREEMENT
                             ----------------------

         This CONSULTING  AGREEMENT (the "Agreement"),  effective as of February
3, 2003, is entered into by and between P-COM,  INC.  (herein referred to as the
"Company") and LIVIAKIS FINANCIAL COMMUNICATIONS, INC., a California corporation
(herein referred to as the "Consultant").

                                    RECITALS
                                   ----------

         WHEREAS the Company is a public company whose common stock is presently
traded on the Nasdaq SmallCap Market;

         WHEREAS  the  Consultant  has  developed  relationships  with  brokers,
institutional  investors,  investment bankers,  public relations firms, investor
relations  firms,  various  accredited  investors and financial  advertising and
reporting  networks  which may  assist  the  Company  in  enhancing  the  market
recognition  of the  Company,  its products and  prospects,  and the  underlying
fundamental value of the Company's securities;

         WHEREAS the Company desires to engage the services of the Consultant to
represent the Company in investors'  communications  and public  relations  with
existing shareholders, brokers, dealers and other investment professionals as to
the Company's  current and proposed  activities,  and to consult with management
concerning such the Company activities; and

         WHEREAS  the  Consultant  agrees  to  be  retained  for  the  foregoing
purposes, subject to the terms and conditions provided in this Agreement.

         NOW  THEREFORE,  in  consideration  of the  premises  and of the mutual
covenants and agreements  hereinafter set forth, the parties hereto covenant and
agree as follows:

1)   TERM OF CONSULTANCY.  The Company hereby agrees to retain the Consultant to
     act in a consulting  capacity to the  Company,  and the  Consultant  hereby
     agrees to provide services to the Company commencing  February 3, 2003, and
     ending on February 2, 2004.

2)   DUTIES OF THE  CONSULTANT.  The  Consultant  agrees that it will  generally
     provide the following specified consulting services:


     a)   Assist the Company in raising  capital  through  introductions  (it is
          understood LFC is not a licensed broker-dealer or "investment banking"
          firm);

     b)   Consult  and  assist  the  Company  in  developing  and   implementing
          appropriate  plans  and  means  for  presenting  the  Company  and its
          business  plans,  strategy and personnel to the  financial  community,
          establishing an image for the Company in the financial community,  and
          creating the  foundation  for subsequent  financial  public  relations
          efforts;

     c)   Introduce the Company to the financial community;

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     d)   With the cooperation of the Company,  maintain an awareness during the
          term of this Agreement of the Company's plans, strategy and personnel,
          as they may evolve  during  such  period,  and  consult and assist the
          Company in communicating appropriate information regarding such plans,
          strategy and personnel to the financial community;

     e)   Assist and consult the Company with respect to its (i) relations  with
          stockholders, (ii) relations with brokers, dealers, analysts and other
          investment   professionals,   and  (iii)  financial  public  relations
          generally;

     f)   Perform the functions generally assigned to stockholder  relations and
          public  relations   departments  in  major   corporations,   including
          responding to telephone and written  inquiries  (which may be referred
          to the  Consultant by the Company);  preparing  press releases for the
          Company with the Company's involvement and approval of press releases,
          reports  and  other  communications  with  or  to  shareholders,   the
          investment  community and the general public;  consulting with respect
          to the timing,  form,  distribution  and other matters related to such
          releases,  reports and  communications;  and, at the Company's request
          and subject to the Company's securing its own rights to the use of its
          names, marks, and logos, consulting with respect to corporate symbols,
          logos,  names, the presentation of such symbols,  logos and names, and
          other matters relating to corporate image;

     g)   Upon the Company's  direction and  approval,  disseminate  information
          regarding  the  Company  to  shareholders,   brokers,  dealers,  other
          investment community professionals and the general investing public;

     h)   Upon  the  Company's  approval,  conduct  meetings,  in  person  or by
          telephone,  with  brokers,  dealers,  analysts  and  other  investment
          professionals  to communicate with them regarding the Company's plans,
          goals and  activities,  and assist the Company in preparing  for press
          conferences   and  other  forums   involving  the  media,   investment
          professionals and the general investment public;

     i)   At the Company's request, review business plans,  strategies,  mission
          statements  budgets,  proposed  transactions  and other  plans for the
          purpose of advising the Company of the public  relations  implications
          thereof; and

     j)   Otherwise perform as the Company's consultant for public relations and
          relations with financial professionals.

3)   ALLOCATION OF TIME AND ENERGIES.  The Consultant hereby promises to perform
     and discharge faithfully the responsibilities  which may be assigned to the
     Consultant   from  time  to  time  by  the  officers  and  duly  authorized
     representatives  of the  Company  in  connection  with the  conduct  of its
     financial and public relations and  communications  activities,  so long as
     such  activities  are in compliance  with  applicable  securities  laws and
     regulations.  The  Consultant  and staff shall  diligently  and  thoroughly

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     provide the consulting  services required  hereunder.  Although no specific
     hours-per-day  requirement will be required, the Consultant and the Company
     agree that the Consultant will perform the duties set forth herein above in
     a diligent and professional  manner. The parties acknowledge and agree that
     a  disproportionately  large  amount of the effort to be  expended  and the
     costs to be incurred by the  Consultant  and the benefits to be received by
     the Company are  expected  to occur  within or shortly  after the first two
     months of the effectiveness of this Agreement.  It is explicitly understood
     that the Consultant's performance of its duties hereunder will in no way be
     measured by the price of the Company's common stock, nor the trading volume
     of the Company's  common stock.  It is also  understood that the Company is
     entering into this Agreement with Liviakis Financial  Communications,  Inc.
     ("LFC"),  a corporation and not any individual member of LFC, and, as such,
     the  Consultant  will not be deemed to have breached this  Agreement if any
     member,  officer  or  director  of LFC  leaves  the firm or dies or becomes
     physically  unable to perform any meaningful  activities during the term of
     the Agreement,  provided the Consultant  otherwise performs its obligations
     under this Agreement.

4)   REMUNERATION.  As full and complete  compensation for services described in
     this Agreement, the Company shall compensate the Consultant as follows:

     a)   For  undertaking  this  engagement  and for  other  good and  valuable
          consideration,  the  Company  agrees  to  issue  and  deliver  to  the
          Consultant  a  "Commencement  Bonus"  payable in the form of 1,500,000
          shares of the  Company's  common  stock,  par value  $0.0001 per share
          ("Common  Stock").  This  Commencement  Bonus  shall be  issued to the
          Consultant  immediately  following  execution  of this  Agreement  and
          shall, when issued and delivered to the Consultant,  be fully paid and
          non-assessable. The Company understands and agrees that the Consultant
          has foregone  significant  opportunities to accept this engagement and
          that the Company  derives  substantial  benefit from the  execution of
          this Agreement and the ability to announce its  relationship  with the
          Consultant. The shares of Common Stock issued as a Commencement Bonus,
          therefore,  constitute  payment  for  the  Consultant's  agreement  to
          consult to the Company and are a nonrefundable, non-apportionable, and
          non-ratable retainer; such shares of common stock are not a prepayment
          for  future  services.  If  the  Company  decides  to  terminate  this
          Agreement prior to February 2, 2004, for any reason whatsoever,  it is
          agreed and  understood  that the  Consultant  will not be requested or
          demanded  by the  Company to return any of the shares of Common  Stock
          paid to it as Commencement  Bonus  hereunder.  Further,  if and in the
          event the Company is acquired in whole or in part,  during the term of
          this Agreement, it is agreed and understood the Consultant will not be
          requested  or  demanded  by the Company to return any of the shares of
          Common stock paid to it hereunder. It is further agreed that if at any
          time during the term of this Agreement,  the Company or  substantially
          all of the  Company's  assets are merged  with or  acquired by another
          entity,  or  some  other  change  occurs  in  the  legal  entity  that
          constitutes the Company,  the Consultant  shall retain and will not be
          requested by the Company to return any of the shares.

     b)   The Company  agrees to issue and deliver to the  Consultant  1,100,000
          shares of the Common Stock on June 3, 2003,  so long as this  contract
          has not been  terminated  prior  to such  date at the  Company's  sole
          discretion. Thereafter, if the contract has not been cancelled by June
          3, 2003, the Consultant  shall be paid an additional  50,000 shares of

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          the  Common  Stock  at the  end of each  successive  month  for  eight
          additional months of service for an additional total of 400,000 shares
          of the Common Stock.

     c)   With each  transfer by the  Consultant of shares of Common Stock to be
          issued pursuant to this Agreement  (collectively,  the "Shares"),  the
          Company shall cause to be issued a certificate representing the Common
          Stock and a written  opinion of counsel for the Company  stating  that
          said Shares are validly issued, fully paid and non-assessable and that
          the issuance of them to the Consultant has been duly authorized by the
          Company. The Company warrants that all Shares issued to the Consultant
          pursuant to this Agreement shall have been validly issued,  fully paid
          and  non-assessable  and that the issuance and any transfer of them to
          the Consultant  shall have been duly authorized by the Company's board
          of directors.

     d)   The  Consultant  acknowledges  that the  shares of Common  Stock to be
          issued  pursuant to this Agreement  (collectively,  the "Shares") have
          not been registered  under the Securities Act of 1933, as amended (the
          "Act") or any applicable  state  securities  laws and  accordingly are
          "restricted  securities"  within the  meaning of Rule 144  promulgated
          under the Act, and it  understands  and agrees that the Shares must be
          held  indefinitely   unless  a  subsequent   disposition   thereof  is
          registered  under the Act or is exempt  from  such  registration,  the
          certificates representing the Shares will bear a legend to that effect
          and the  Company  will make a notation on its  transfer  books to such
          effect.  As such, the Shares may not be resold or  transferred  unless
          the Company has received an opinion of counsel reasonably satisfactory
          to the  Company  that such  resale  or  transfer  is  exempt  from the
          registration  requirements  of that Act.  Upon such time as the Shares
          are freely  transferable  under Rule 144, in the event the  Consultant
          shall desire to transfer any Shares in  accordance  with Rule 144, the
          Company shall provide all documents and approvals required within five
          (5) days of receipt  of the  Consultant's  request  for  transfer  and
          submission of broker representation and similar Rule 144 documents for
          transfer  of such  Shares.  Any  delay  in the  provision  of  written
          approval  requested by the  Consultant in connection  with a permitted
          Rule  144  transfer  of  Shares  shall  result  in a  payment  to  the
          Consultant,  within  thirty (30) days, of a number of shares of Common
          Stock  equal to one percent of the Shares to be  transferred  for each
          day that the Company  withholds  approval of the Consultant's  request
          for  removal  of  legend  and  transfer  of  Shares,  up to a  maximum
          aggregate of 150,000 shares of common stock to be so issued.

     e)   In connection with the acquisition of Shares hereunder, the Consultant
          represents and warrants to the Company as follows:

          i)   The Consultant acknowledges that the Consultant has been afforded
               the opportunity to ask questions of and receive answers from duly
               authorized  officers  or  other  representatives  of the  Company
               concerning  an  investment  in the  Shares,  and  any  additional
               information which the Consultant has requested.

          ii)  The   Consultant's   investment  in   restricted   securities  is
               reasonable  in relation to the  Consultant's  tangible net worth,

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               which is in excess of ten (10) times the Consultant's  cost basis
               in the Shares.  The  Consultant has had experience in investments
               in restricted and publicly traded securities,  and the Consultant
               has had experience in  investments in speculative  securities and
               other  investments  which involve the risk of loss of investment.
               The Consultant  acknowledges  that an investment in the Shares is
               speculative and involves the risk of loss. The Consultant has the
               requisite  knowledge to assess the  relative  merits and risks of
               this  investment  without  the  necessity  of relying  upon other
               advisors,  and the  Consultant can afford the risk of loss of its
               entire  investment  in  the  Shares.  The  Consultant  is  (i) an
               accredited  investor,  as that term is  defined in  Regulation  D
               promulgated  under the Act,  and (ii) a  purchaser  described  in
               Section 25102 (f) (2) of the California  Corporate Securities Law
               of 1968, as amended.

          iii) The  Consultant  is acquiring  the Shares for its own account for
               the purpose of  investment  and not with a view to or for sale in
               connection with any distribution thereof.

5)   NON-ASSIGNABILITY  OF  SERVICES.   The  Consultant's  services  under  this
     contract  are  offered to the  Company  only and may not be assigned by the
     Company to any entity with which the Company  merges or which  acquires the
     Company or substantially  all of its assets. In the event of such merger or
     acquisition,  all compensation to the Consultant herein under the schedules
     set  forth  herein  shall  remain  due and  payable,  and any  compensation
     received  by  the  Consultant  may  be  retained  in  the  entirety  by the
     Consultant, all without any reduction or pro-rating and shall be considered
     and   remain   fully   paid   and   non-assessable.   Notwithstanding   the
     non-assignability  of the Consultant's  services,  the Company shall assure
     that in the event of any merger,  acquisition, or similar change of form of
     entity,  that its successor  entity shall agree to complete all obligations
     to the Consultant, including the provision and transfer of all compensation
     herein,  and the  preservation  of the value  thereof  consistent  with the
     rights   granted  to  the  Consultant  by  the  Company   herein,   and  to
     shareholders. The parties agree that the Consultant's services are personal
     in nature and may not be delegated by the Consultant to any other person or
     entity, whether by operation of law or otherwise.

6)   EXPENSES.  The  Consultant  agrees  to pay  for all  its  expenses  (phone,
     mailing,  labor,  etc.),  other than  extraordinary  items (travel required
     by/or specifically requested by the Company,  luncheons or dinners to large
     groups of investment professionals,  mass faxing to a sizable percentage of
     the Company's constituents, investor conference calls, print advertisements
     in  publications,  etc.)  approved by the Company prior to its incurring an
     obligation for reimbursement.

7)   INDEMNIFICATION.   The  Company  warrants  and  represents  that  all  oral
     communications,  written documents or materials furnished to the Consultant
     by the Company with respect to financial affairs, operations, profitability
     and strategic  planning of the Company are accurate and the  Consultant may
     rely upon the  accuracy  thereof  without  independent  investigation.  The
     Company will protect,  indemnify and hold harmless the  Consultant  against
     any  claims  or  litigation  including  any  damages,  liability,  cost and
     reasonable  attorney's fees as incurred with respect thereto resulting from
     the Consultant's  communication  or dissemination of any said  information,



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     documents or materials  excluding any such claims or  litigation  resulting
     from the  Consultant's  communication  or  dissemination of information not
     provided or authorized by the Company.

8)   REPRESENTATIONS.  The Consultant represents,  warrants and covenants to the
     Company  that the  Consultant  and each of its  officers,  agents or others
     employed or retained by the Consultant  ("Associated  Persons") will at all
     times during the term of this  Agreement  satisfy the following  warranties
     and representations.  The Consultant agrees that it will be responsible for
     the accuracy and truthfulness of the warranties and  representations of the
     Associated Persons.

     a)   The  Consultant  represents  that it is not  required to maintain  any
          licenses  and  registrations  under  federal or any state  regulations
          necessary  to perform the services set forth  herein.  The  Consultant
          acknowledges  that, to the best of its knowledge,  the  performance of
          the services set forth under this  Agreement will not violate any rule
          or provision of any  regulatory  agency having  jurisdiction  over the
          Consultant.  The  Consultant  acknowledges  that,  to the  best of its
          knowledge,  the  Consultant and its officers and directors are not the
          subject of any investigation,  claim, decree or judgment involving any
          violation  of the  SEC or  securities  laws.  The  Consultant  further
          acknowledges that it is not a securities broker-dealer or a registered
          investment advisor.

     b)   The Consultant  and its  Associated  Persons shall at all times comply
          with any and all  applicable  federal,  state,  local or foreign laws,
          including  securities  laws,  rules  and  regulations  of  any  court,
          government or unit or agency thereof in its performance hereunder. The
          Consultant  and each  Associated  Person will disclose in all reports,
          communications,  etc.  that it is a consultant of the Company and that
          it is being  compensated  by the Company or, if the  Consultant  or an
          Associated  Person  hires  another  firm  or  person  to  perform  the
          Services,  then the disclosure  shall indicate that the other party is
          being  compensated by the Consultant  and/or such  Associated  Person.
          Specifically,  the  Consultant  and its  Associated  Persons will each
          during  the  term of this  Agreement  at all  times  comply  with  the
          requirements  of  Section  17(b) of the Act and will not  solicit  the
          purchase or sale of any securities of the Company  without  disclosing
          any compensation arrangement.

     c)   The Consultant and its  Associated  Person shall have all  appropriate
          licenses in order to act in its capacity pursuant to the terms of this
          Agreement and shall maintain such licenses in good standing throughout
          the term of this Agreement.

     d)   The  Consultant  and  its  Associated  Persons  acknowledge  that  the
          services to be provided  pursuant to this  Agreement  and the receipt,
          retention  and  disposition  of the  compensation  to be  paid  to the
          Consultant  and/or its  Associated  Persons  under this  Agreement are
          subject  to  applicable  securities  laws,  including  the Act and the
          Securities  Exchange Act of 1934, as amended (the "Exchange Act"). The
          Consultant  shall at all times comply with all  applicable  securities
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          laws in connection with performing its duties under this Agreement and
          in  connection  with the receipt,  retention  and  disposition  of the
          compensation to be paid to the Consultant under this Agreement.

     e)   The  Consultant  and  its  Associated  Persons  acknowledge  that  the
          services to be provided  pursuant to this  Agreement  and the receipt,
          retention  and  disposition  of the  compensation  to be  paid  to the
          Consultant  and/or its  Associated  Persons  under this  Agreement are
          subject to National Investor  Relations  Institute Code of Ethics (the
          "NIRI Code"),  which require an investor  relations  consultant (i) to
          avoid  even  the  appearance  that  the   consultant's   services  are
          promotional,  and (ii) to conform with the Company's  insider  trading
          policies.  The Consultant shall at all times comply with the NIRI Code
          in connection  with  performing its duties under this Agreement and in
          connection  with  the  receipt,   retention  and  disposition  of  the
          compensation to be paid to the Consultant under this Agreement.

     f)   The  Consultant is free to enter into this  Agreement and the services
          to be provided pursuant to this Agreement are not in conflict with any
          other  contractual or other  obligation to which the Consultant or its
          Associated Persons are bound.

     g)   The  Consultant  and its  Associated  Persons  shall not  provide  any
          material  non-public  information  regarding the Company to any person
          until such person has executed  and  delivered to the Company (in care
          of the Consultant) a confidentiality  and no-trade agreement in a form
          furnished by the Company to the Consultant.

     h)   The  Consultant  and its  Associated  Persons  each  acknowledge  that
          certain  information  that the  Company  or its  representatives  will
          provide to the Consultant or its Associated Persons in connection with
          the  performance of the services under this Agreement will be material
          non-public information about the Company (the "Material Information").
          The Consultant and its Associated  Persons  acknowledge that they each
          are aware of the restrictions of applicable securities laws, including
          Regulation FD and Sections 9 and 10 of the Exchange Act and Rule 10b-5
          under the Exchange  Act,  relating to the trading in  securities of an
          issuer,   including   while  in  possession  of  material   non-public
          information  regarding that issuer.  The Consultant and its Associated
          Persons  agree that they will each  comply  with all  securities  laws
          concerning Material Information and further agree that each, until all
          of the Material  Information becomes publicly available (other than as
          a result of a disclosure by the Consultant or its Associated Persons),
          shall not  directly  or  indirectly  (nor  shall it permit  any of its
          officers,  directors,  affiliates  or agents  to):  (i)  disclose  the
          Material  Information,  except  pursuant to the delivery of disclosure
          documents  to potential  investors  at the request of the Company;  or
          (ii) for its own account or for the account of others, purchase, offer
          to sell,  contract to sell or otherwise sell,  sell short,  sell long,
          dispose of, loan,  pledge or grant any rights with respect to or offer
          to do any of the foregoing or otherwise  trade in any shares of common
          stock of the  Company,  any options or warrants to purchase any shares
          of common stock of the Company or any securities  convertible  into or
          exchangeable  for any shares of common stock of the Company.  Further,

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          the Consultant  and its  Associated  Persons agree that the Company is
          authorized to place "stop orders" on its books to prevent any transfer
          of common stock of the Company in violation of the foregoing.

     i)   The   Consultant  is  under  no   contractual   restriction  or  other
          restrictions or obligations that are inconsistent with this Agreement,
          the  performance of its duties and the covenants  hereunder;  (ii) its
          management  is under no  physical  or  mental  disability  that  would
          interfere  with its  keeping  and  performing  all of the  agreements,
          covenants and conditions to be kept or performed  hereunder;  (iii) it
          is familiar with all federal and state  securities  laws applicable to
          the  performance of its services as  contemplated  in this  Agreement,
          including  Sections  17(b) of the  Act,  Sections  9 and  10(b) of the
          Exchange  Act  and  Regulation  FD;  (iv)  it  will  comply  with  all
          applicable federal and state securities laws in the performance of the
          services  under  this  Agreement;  and (v) it will cause any person to
          whom any of the Shares or other  compensation are transferred to agree
          and  undertake  for the  benefit  of the  Company  to comply  with all
          applicable  federal and state securities laws in connection with their
          ownership or  disposition  of the Shares  (including  compliance  with
          Section 17(b) of the Act to the extent applicable).

     j)   The Consultant  agrees not to, directly or indirectly,  enter into any
          short sale or take any short position in the securities of the Company
          or to enter into any other  transaction  relating to securities of the
          Company  inconsistent  with the plan of distribution  set forth in any
          registration   statement  relating  to  securities   received  by  the
          Consultant as compensation hereunder.

     The Company  acknowledges  that, to the best of its knowledge,  that it has
     not  violated  any  rule  or  provision  of any  regulatory  agency  having
     jurisdiction over the Company.  The Company  acknowledges that, to the best
     of its  knowledge,  the  Company is not the  subject of any  investigation,
     claim,  decree or judgment involving any violation of the SEC or securities
     laws.

9)   TERMINATION.  The Company may  terminate  this  Agreement at any time on or
     before  June 3, 2003 by  sending  notice  thereof to the  Consultant  on or
     before such date. If the Company  terminates  this  Agreement,  the Company
     shall have no further  liability or obligation to the Consultant under this
     Agreement,  except for the registration  obligation  contained in Paragraph
     4(a), which shall survive such termination.

10)  LEGAL REPRESENTATION;  INTERPRETATION. The Company acknowledges that it has
     been  represented by independent  legal counsel in the  preparation of this
     Agreement. The Consultant represents that it has consulted with independent
     legal counsel and/or tax,  financial and business  advisors,  to the extent
     the Consultant deemed necessary.  Each party and its counsel  cooperated in
     the drafting and  preparation of this Agreement and the documents  referred
     to herein, and any and all drafts relating thereto shall be deemed the work
     product of the parties and may not be construed against any party by reason
     of its preparation. Accordingly, any rule of law, including but not limited
     to any decision that would require  interpretation  of any  ambiguities  in
     this Agreement  against the party that drafted it, is of no application and

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     is hereby  expressly  waived.  The  provisions of this  Agreement  shall be
     construed as a whole and in accordance  with its fair meaning to affect the
     intentions of the parties and this Agreement.

11)  STATUS AS INDEPENDENT  CONTRACTOR.  The Consultant's engagement pursuant to
     this Agreement shall be as independent contractor,  and not as an employee,
     officer or other  agent of the  Company.  Neither  party to this  Agreement
     shall  represent  or hold itself out to be the  employer or employee of the
     other.  The Consultant  further  acknowledges  the  consideration  provided
     hereinabove  is a gross amount of  consideration  and that the Company will
     not withhold from such consideration any amounts as to income taxes, social
     security  payments or any other  payroll  taxes.  All such income taxes and
     other such payment shall be made or provided for by the  Consultant and the
     Company  shall have no  responsibility  or duties  regarding  such matters.
     Neither the Company nor the Consultant possesses the authority to bind each
     other in any agreements  without the express  written consent of the entity
     to be bound.

12)  ATTORNEY'S FEES. If any legal action or any arbitration or other proceeding
     is brought for the  enforcement or  interpretation  of this  Agreement,  or
     because of an alleged  dispute,  breach,  default or  misrepresentation  in
     connection with or related to this Agreement,  the successful or prevailing
     party  shall be entitled to recover  reasonable  attorneys'  fees and other
     costs in  connection  with that  action or  proceeding,  in addition to any
     other relief to which it or they may be  entitled.  In the event there is a
     delay in the provision by the Company of approval  documents required under
     Rule 144 and after the Consultant's demand for such documenting approval is
     made upon the Company in connection  with a transfer  permitted  under Rule
     144, the Company  shall be liable for all  attorney's  fees incurred by the
     Consultant in obtaining  compliance  therewith.  Such fees shall be due and
     payable  without  regard to whether an arbitration or other legal action is
     instituted by the Consultant.

13)  WAIVER.  The waiver by either  party of a breach of any  provision  of this
     Agreement  by the other party shall not operate or be construed as a waiver
     of any subsequent breach by such other party.

14)  CHOICE OF LAW, JURISDICTION AND VENUE. This Agreement shall be governed by,
     construed  and  enforced  in  accordance  with  the  laws of the  State  of
     California.  The parties agree that Santa Clara County,  California will be
     the venue of any dispute and will have jurisdiction over all parties.

15)  ARBITRATION.  Any  controversy  or claim arising out of or relating to this
     Agreement,  or the alleged breach thereof,  or relating to the Consultant's
     activities  or  remuneration  under  this  Agreement,  shall be  settled by
     binding arbitration in California,  in accordance with the applicable rules
     of JAMS Endispute,  and judgment on the award rendered by the arbitrator(s)
     shall be binding  on the  parties  and may be  entered in any court  having
     jurisdiction as provided by Paragraph 14 herein.  The provisions of Title 9
     of Part 3 of the  California  Code of Civil  Procedure,  including  section
     1283.05, and successor statutes,  permitting expanded discovery proceedings
     shall  be  applicable  to all  disputes  that  are  arbitrated  under  this
     paragraph.

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<PAGE>

16)  COMPLETE  AGREEMENT.  This Agreement  contains the entire  agreement of the
     parties relating to the subject matter hereof. This Agreement and its terms
     may not be changed orally but only by an agreement in writing signed by the
     party  against  whom  enforcement  of  any  waiver,  change,  modification,
     extension or discharge is sought.

17)  SEVERABILITY. If any provision of this Agreement shall be held or deemed to
     be, or shall in fact be,  inoperative  or  unenforceable  as applied in any
     particular case because it conflicts with any other provision or provisions
     hereof, or any other provision or provisions hereof, or any constitution or
     statute  or  rule  of  public  policy,  or  for  any  other  reason,   such
     circumstances  shall not have the  effect of  rendering  the  provision  in
     question  inoperative  or  unenforceable  to  any  extent  whatsoever.  The
     invalidity  of any one or more  phrases,  sentences,  clauses,  sections or
     subsections  of this Agreement  shall not affect the remaining  portions of
     this Agreement.

AGREED TO:


"The Company"                       P-COM, INC.

Date: Feb 3, 2003                   By: /S/ GEORGE P. ROBERTS
                                        ------------------------------
                                        George Roberts, Chairman & CEO



"The Consultant"                    LIVIAKIS FINANCIAL COMMUNICATIONS, INC.

Date: Feb 3, 2003                   By: /S/ JOHN LIVIAKIS
                                        ------------------------------
                                        John Liviakis, President


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