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EXHIBIT 10.113




                            [CAGAN MCAFEE LETTERHEAD]



                                                    January  9,  2003

Mr. George Roberts
Chairman, CEO
P-COM, INC.
3175 S. Winchester Blvd.
Campbell, CA  95008

Re:     Addendum II to CMCP Engagement Letter dated December 10, 2001

Mr.  Roberts:

     Based  on  the  Company's desire for additional equity investment and other
ongoing activities including the financial public relations services outlined in
Exhibit  A, the Engagement Letter between the parties dated December 10, 2001 is
hereby  modified  as  outlined  below.

     This  Addendum II amends the following terms and conditions of that certain
Engagement Letter dated December 10, 2001 and associated Addendum dated June 13,
2002  between  Cagan  McAfee Capital Partners, LLC ("CMCP") and P-COM, Inc. (the
"Company")  and  amends  any  other  agreements  between  the  parties.

Section 2, Fees and Expenses, is hereby amended as follows (each section
addressed either replaces the previous section in full or is a new section):

          "(d)  An  amount,  paid  in  cash through our Broker/Dealer affiliate,
     equal to 10% of any private equity received by the Company during the Term,
     plus  10%  warrant coverage (a warrant to exercise a number of shares equal
     to  10% of the number of shares purchased by the investor exercisable for a
     period  of  5  years  at  the  price  per  share  paid by the investor). In
     addition,  CMCP will receive a non-reimbursable expense allocation equal to
     3%  of  the  total  amount  of private equity received by the Company. This
     section  2(d) shall apply retroactively to any equity capital raised by the
     Company  after  December  1,  2002."

          "(i)  1.5  million shares to be issued upon signing of this agreement,
     with an additional 0.5 million shares issued on the first day of each month
     for three months thereafter, all shares to be registered immediately, for a
     total  of  3  million  shares  to  be  issued."

          "(j)  The  exercise  price  of a warrant to purchase 500,000 shares of
     PCOM  common  stock,  currently  held by CMCP shall be reduced to $0.27 per
     share."

CMCP has the right to reinvest any or all of its fees in the Company's private
equity financings.





    10600 North De Anza Blvd, Suite 250  Cupertino, CA 95014  (408) 873-0400
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Section 6, Term of Engagement, is hereby amended as follows: the Minimum Term
shall hereinafter continue until December 31, 2003.

Please  confirm  that  the foregoing is in accordance with your understanding of
this  Addendum  by  signing  and  returning  to  us  a  copy  of  this  letter.


                              Very  truly  yours,

                              CAGAN  MCAFEE  CAPITAL  PARTNERS,  LLC

                              By:  /s/  LAIRD  Q.  CAGA
                              --------------------------
                              Laird  Q.  Cagan
                              Managing  Director


Accepted  and  agreed  to  as  of  the  date  set  forth  above:


P-COM,  INC.

By  /s/  GEORGE  P.  ROBERTS
    ------------------------
George  Roberts
Chairman,  CEO



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