<PAGE>
EXHIBIT 10.5



         VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON MARCH __, 2006
         (UNLESS EXTENDED PURSUANT TO SECTION 2 HEREOF)


         THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
         NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
         "SECURITIES  ACT"),  OR THE SECURITIES  LAWS OF ANY STATE OF THE UNITED
         STATES OR 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.


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

Date: March __, 2003


                                   P-COM, INC.
                         SERIES A STOCK PURCHASE WARRANT

         THIS CERTIFIES  THAT, for value received,  _______________________,  or
its registered  assigns, is entitled to purchase from P-Com, Inc., a corporation
organized under the laws of the State of Delaware (the  "Company"),  at any time
or  from  time to  time  during  the  period  specified  in  Section  2  hereof,
__________________  fully paid and nonassessable  shares of the Company's common
stock,  par value $0.0001 per share (the "Common  Stock"),  at an exercise price
per share (the "Exercise  Price") equal to $0.12. The number of shares of Common
Stock  purchasable  hereunder (the "Warrant  Shares") and the Exercise Price are
subject to adjustment as provided in Section 4 hereof. The term "Warrants" shall
mean this Warrant and the other warrants of the Company issued  pursuant to that
certain Securities Purchase Agreement,  dated as of March __, 2003, by and among
the  Company  and  the  other  signatories  thereto  (the  "Securities  Purchase
Agreement").

<PAGE>


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

         1. Manner of Exercise;  Issuance of  Certificates;  Payment for Shares.
Subject to the provisions hereof, including, without limitation, the limitations
contained  in Section 7 hereof,  this  Warrant  may be  exercised  by the holder
hereof,  in whole or in part, by the surrender of this Warrant,  together with a
completed  exercise  agreement  in  the  form  attached  hereto  (the  "Exercise
Agreement"),  to the Company during normal business hours on any business day at
the Company's principal executive offices (or such other office or agency of the
Company as it may designate by notice to the holder hereof),  and (a) payment to
the Company in cash, by certified or official bank check or by wire transfer for
the  account  of the  Company,  of the  Exercise  Price for the  Warrant  Shares
specified  in the  Exercise  Agreement  or (b) if the holder is  effectuating  a
Cashless  Exercise  (as  defined in Section  10 hereof)  pursuant  to Section 10
hereof,  delivery to the Company of a written  notice of an election to effect a
Cashless  Exercise for the Warrant Shares  specified in the Exercise  Agreement.
The  Warrant  Shares so  purchased  shall be  deemed to be issued to the  holder
hereof or such holder's designee,  as the record owner of such shares, as of the
close of business on the date on which this Warrant shall have been surrendered,
the completed  Exercise  Agreement shall have been delivered,  and payment shall
have  been made for such  shares  as set  forth  above or, if such date is not a
business  day,  on the next  succeeding  business  day.  The  Warrant  Shares so
purchased, representing the aggregate number of shares specified in the Exercise
Agreement,  shall (by the Company or through its  transfer  agent) be  delivered
(i.e., deposited with a nationally-recognized  overnight courier service postage
prepaid) to the holder  hereof  within a  reasonable  time,  not  exceeding  two
business  days,  after this Warrant shall have been so exercised  (the "Delivery
Period").  If the Company's  transfer agent is  participating  in the Depository
Trust Company ("DTC") Fast Automated Securities Transfer program, and so long as
the  certificates  therefor do not bear a legend and the holder is not obligated
to return such  certificate for the placement of a legend  thereon,  the Company
shall cause its transfer agent to electronically  transmit the Warrant Shares so
purchased  to the holder by  crediting  the account of the holder or its nominee
with  DTC  through  its  Deposit   Withdrawal  Agent  Commission   system  ("DTC
Transfer").  If  the  aforementioned  conditions  to  a  DTC  Transfer  are  not
satisfied,  the Company shall deliver as provided  herein to the holder physical
certificates  representing the Warrant Shares so purchased.  Further, the holder
may  instruct  the  Company  to  deliver  to the  holder  physical  certificates
representing  the Warrant Shares so purchased in lieu of delivering  such shares
by  way of  DTC  Transfer.  Any  certificates  so  delivered  shall  be in  such
denominations  as may be  reasonably  requested by the holder  hereof,  shall be
registered  in the name of such holder or such other name as shall be designated
by such holder and, following the date on which the resale of the Warrant Shares
has been registered under the Securities Act or the Warrant Shares otherwise may
be sold by the holder pursuant to Rule 144 promulgated  under the Securities Act
(or a successor rule),  shall not bear any restrictive  legend.  If this Warrant
shall have been exercised only in part,  then the Company shall, at its expense,
at the  time of  delivery  of such  certificates,  deliver  to the  holder a new
Warrant  representing  the number of shares with  respect to which this  Warrant
shall not then have been exercised.

         If, at any time, a holder of this  Warrant  submits  this  Warrant,  an
Exercise  Agreement and payment to the Company of the Exercise Price for each of
the Warrant Shares specified in the Exercise Agreement  (including pursuant to a
Cashless Exercise), and the Company fails for any reason to deliver, on or prior
                                      -2-
<PAGE>

to the fourth  business day following the expiration of the Delivery  Period for
such  exercise,  the  number of shares  of Common  Stock to which the  holder is
entitled upon such exercise (an "Exercise Default"),  then the Company shall pay
to the holder payments  ("Exercise Default Payments") for an Exercise Default in
the  amount of (a)  (N/365),  multiplied  by (b) the  amount by which the Market
Price  (as  defined  in  Section  4(j)(iii)  hereof)  on the date  the  Exercise
Agreement  giving rise to the Exercise Default is transmitted in accordance with
this Section 1 (the  "Exercise  Default  Date")  exceeds the  Exercise  Price in
respect of such Warrant Shares, multiplied by (c) the number of shares of Common
Stock the Company failed to so deliver in such Exercise  Default,  multiplied by
(d) .24, where N = the number of days from the Exercise Default Date to the date
that the Company  effects the full  exercise of this Warrant  which gave rise to
the Exercise  Default.  The accrued  Exercise  Default Payment for each calendar
month  shall be paid in cash and shall be made to the holder by the fifth day of
the month  following  the month in which it has  accrued.  Nothing  herein shall
limit the holder's right to pursue actual  damages for the Company's  failure to
maintain a sufficient  number of  authorized  shares of Common Stock as required
pursuant to the terms of Section  3(b) hereof or to  otherwise  issue  shares of
Common Stock upon exercise of this Warrant in accordance  with the terms hereof,
and the holder shall have the right to pursue all  remedies  available at law or
in equity (including a decree of specific performance and/or injunctive relief).

         2. Period of Exercise.  This Warrant shall be  exercisable  at any time
and from  time to time  during  the  period  beginning  on the  date of  initial
issuance of this  Warrant (the "Issue  Date") and ending at 5:00 p.m.,  New York
City time, on the third  anniversary of the Issue Date (the "Exercise  Period").
The Exercise Period shall  automatically be extended by one (1) day for each day
on which the Company does not have a number of shares of Common  Stock  reserved
for  issuance  upon  exercise  hereof at least  equal to the number of shares of
Common Stock issuable upon exercise hereof.  Notwithstanding  the foregoing,  in
the event that the Company  does not obtain the Price  Adjustment  Approval  (as
such term is  defined  in the  Securities  Purchase  Agreement)  within 120 days
following  the Issue Date,  this Warrant  shall  terminate  and be of no further
force or effect.

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

                  (a) Shares to be Fully Paid.  All Warrant  Shares shall,  upon
         issuance  in  accordance  with the terms of this  Warrant,  be  validly
         issued,  fully paid, and nonassessable and free from all taxes,  liens,
         claims and encumbrances.

                  (b)  Reservation of Shares.  During the Exercise  Period,  the
         Company  shall at all  times  have  authorized,  and  reserved  for the
         purpose of issuance upon exercise of this Warrant,  a sufficient number
         of shares of Common  Stock to provide for the  exercise in full of this
         Warrant (without giving effect to the limitations on exercise set forth
         in Section 7(g) hereof).

                  (c) Listing.  The Company shall promptly secure the listing of
         the shares of Common Stock  issuable upon exercise of this Warrant 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 exercise of this Warrant) and shall
         maintain,  so long as any  other  shares of  Common  Stock  shall be so
         listed or quoted,  such listing of all shares of Common Stock from time
                                      -3-
<PAGE>

         to time  issuable  upon the exercise of this  Warrant;  and the Company
         shall  so  list on  each  national  securities  exchange  or  automated
         quotation  system,  as the case may be, and shall maintain such listing
         of, any other shares of capital stock of the Company  issuable upon the
         exercise of this Warrant if and so long as any shares of the same class
         shall be  listed  or quoted on such  national  securities  exchange  or
         automated quotation system.

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

                  (e) Successors and Assigns. This Warrant shall be binding upon
         any entity  succeeding  to the  Company by  merger,  consolidation,  or
         acquisition of all or substantially all of the Company's assets.

                  (f) Blue Sky Laws. The Company shall, on or before the date of
         issuance of any Warrant Shares,  take such actions as the Company shall
         reasonably  determine are necessary to qualify the Warrant  Shares for,
         or obtain  exemption for the Warrant  Shares for, sale to the holder of
         this Warrant upon the exercise  hereof under  applicable  securities or
         "blue sky" laws of the states of the United  States,  and shall provide
         evidence  of any such  action so taken to the  holder  of this  Warrant
         prior to such date;  provided,  however,  that the Company shall not be
         required  in  connection  therewith  or as a  condition  thereto to (i)
         qualify to do business in any jurisdiction where it would not otherwise
         be required to qualify but for this Section 3(f),  (ii) subject  itself
         to general  taxation in any such  jurisdiction  or (iii) file a general
         consent to service of process in any such jurisdiction.

         4. Antidilution  Provisions.  During the Exercise Period,  the Exercise
Price and the number of Warrant Shares  issuable  hereunder  shall be subject to
adjustment from time to time as provided in this Section 4.

                  (a) Issuance of Common Stock or Common Stock  Equivalents.  In
         the  event  that,  at any time or from  time to time from and after the
         later of (i) the 180th day following the Issue Date or (ii) the date on
         which the Company obtains the Price  Adjustment  Approval,  the Company
         shall issue or sell shares of Common Stock or Common Stock  Equivalents
         (as defined  herein) without  consideration  or at a price per share or
                                      -4-
<PAGE>

         Net  Consideration Per Share (as defined herein) less than the Exercise
         Price in effect  immediately  prior to such  issuance or sale,  then in
         each such  case the  Exercise  Price  shall,  simultaneously  with such
         issuance  or sale,  be  lowered  to equal  the  price  per share or Net
         Consideration  Per Share  received  or  receivable  by the  Company  in
         connection with such issuance or sale.

                  (b)  Subdivision  or  Combination  of  Common  Stock.  If  the
         Company,  at any time during the Exercise  Period,  subdivides  (by any
         stock  split,   stock   dividend,   recapitalization,   reorganization,
         reclassification  or  otherwise)  its  shares  of Common  Stock  into a
         greater number of shares,  then, after the date of record for effecting
         such  subdivision,  the Exercise Price in effect  immediately  prior to
         such subdivision shall be proportionately  reduced.  If the Company, at
         any time during the Exercise Period,  combines (by reverse stock split,
         recapitalization,  reorganization,  reclassification  or otherwise) its
         shares of Common Stock into a smaller number of shares, then, after the
         date of record for effecting  such  combination,  the Exercise Price in
         effect  immediately prior to such combination shall be  proportionately
         increased.

                  (c)   Consolidation,   Merger   or   Sale.   In  case  of  any
         consolidation  of the Company with, or merger of the Company into,  any
         other corporation or other entity, or in case of any sale or conveyance
         of all or substantially  all of the assets of the Company other than in
         connection  with a plan of complete  liquidation  of the Company at any
         time  during  the  Exercise  Period,   then  as  a  condition  of  such
         consolidation,  merger or sale or conveyance,  adequate provision shall
         be made  whereby the holder  hereof shall have the right to acquire and
         receive  upon  exercise of this Warrant in lieu of the shares of Common
         Stock  immediately  theretofore  acquirable  upon the  exercise of this
         Warrant,  such  shares of stock,  securities,  cash or assets as may be
         issued or  payable  with  respect to or in  exchange  for the number of
         shares  of  Common  Stock   immediately   theretofore   acquirable  and
         receivable  upon  exercise  of  this  Warrant  had  this  Warrant  been
         exercised  immediately prior to such  consolidation,  merger or sale or
         conveyance.  In any such  case,  the  Company  shall  make  appropriate
         provision to insure that the  provisions  of this Section 4 hereof will
         thereafter  be applicable as nearly as may be in relation to any shares
         of stock or securities thereafter deliverable upon the exercise of this
         Warrant. The Company shall not effect any consolidation, merger or sale
         or conveyance unless prior to the consummation  thereof,  the successor
         corporation  or other  entity  (if other than the  Company)  assumes by
         written   instrument  the  obligations   under  this  Warrant  and  the
         obligations  to  deliver  to the holder  hereof  such  shares of stock,
         securities,  cash or  assets  as,  in  accordance  with  the  foregoing
         provisions, the holder may be entitled to acquire.  Notwithstanding the
         foregoing,  in the event of any  consolidation  of the Company with, or
         merger of the Company into, any other  corporation or other entity,  or
         the sale or conveyance of all or substantially all of the assets of the
         Company,  at any time during the  Exercise  Period,  the holder  hereof
         shall,  at its option,  have the right to receive,  in connection  with
         such transaction,  cash consideration equal to the fair market value of
         this Warrant as  determined  in  accordance  with  customary  valuation
         methodology used in the investment banking industry.

                  (d) Distribution of Assets.  In case the Company shall declare
         or make any  distribution  of its  assets  (or  rights to  acquire  its
         assets) to holders of Common Stock as a partial  liquidating  dividend,
         stock  repurchase  by way of return of capital or otherwise  (including
         any dividend or distribution  to the Company's  stockholders of cash or
         shares (or rights to acquire  shares) of capital stock of a subsidiary)
         (a  "Distribution"),  at any time during the Exercise Period,  then the
         holder  hereof shall be entitled  upon exercise of this Warrant for the
         purchase of any or all of the shares of Common Stock subject hereto, to
         receive  the amount of such  assets (or  rights)  which would have been
                                      -5-
<PAGE>

         payable to the holder had such holder been the holder of such shares of
         Common Stock on the record date for the  determination  of stockholders
         entitled  to such  Distribution.  If the  Company  distributes  rights,
         warrants,  options or any other form of convertible  securities and the
         right to exercise or convert such securities would expire in accordance
         with their terms prior to the expiration of the Exercise  Period,  then
         the  terms of such  securities  shall  provide  that such  exercise  or
         convertibility  right  shall  remain in effect  until 30 days after the
         date  the  holder  hereof  receives  such  securities  pursuant  to the
         exercise hereof.

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

                  (f) Additional Adjustment Provisions. The following provisions
         shall be applicable to the making of  adjustments in the Exercise Price
         and the number of Warrant Shares pursuant to this Section 4:

                           (i) Any obligation, agreement or undertaking to issue
                  shares of Common Stock or Common Stock Equivalents at any time
                  in the future  shall be deemed to be an  issuance  at the time
                  such obligation, agreement or undertaking is made or arises.

                           (ii)  No  adjustment  of the  Exercise  Price  or the
                  number  of  Warrant  Shares  shall  be made  pursuant  to this
                  Section 4 upon the issuance of any shares of Common Stock that
                  are issued upon the  exercise,  conversion  or exchange of any
                  Common Stock  Equivalents  for which an adjustment has already
                  been  made   pursuant  to  this  Section  4.  Should  the  Net
                  Consideration  Per Share of any Common Stock  Equivalents  for
                  which an  adjustment  has been made pursuant to this Section 4
                  (or would have been made  pursuant  to this  Section 4 had the
                  Net  Consideration  Per Share of such Common Stock Equivalents
                  been less than the Exercise Price in effect  immediately prior
                  to the  issuance or sale  thereof) be  decreased  from time to
                  time   other   than  as  a  result  of  the   application   of
                  anti-dilution   provisions   substantially   similar   to  the
                  provisions of this Section 4, then, upon the  effectiveness of
                  each such change, the Exercise Price and the number of Warrant
                  Shares  shall be  readjusted  to that  which  would  have been
                  obtained (A) had the adjustments made pursuant to this Section
                  4 upon the issuance of such Common Stock Equivalents been made
                  upon the basis of the new Net  Consideration Per Share of such
                  Common Stock Equivalents,  and (B) had the adjustments made to
                  the Exercise  Price and the number of Warrant Shares since the
                  date of issuance of such Common Stock Equivalents been made to
                  such  Exercise  Price  and the  number  of  Warrant  Shares as
                  adjusted pursuant to clause (A) above.

                           (iii) In the  event any  shares  of  Common  Stock or
                  Common   Stock   Equivalents   are  issued  or  sold   without
                  consideration,  such  shares of Common  Stock or Common  Stock
                  Equivalents  shall be deemed to have been issued or sold for a
                  consideration of $0.0001 per share.
                                      -6-
<PAGE>


                           (iv)  In  the  event  that  all or  any  part  of the
                  consideration  received or paid by the  Company in  connection
                  with  any of the  transactions  described  in this  Section  4
                  consists of property other than cash, such consideration shall
                  be  deemed  to  have  a fair  market  value  as is  reasonably
                  determined  in good  faith by the  Board of  Directors  of the
                  Company  in a manner  reasonably  acceptable  to the holder of
                  this Warrant.

                           (v) All  calculations  under this  Section 4 shall be
                  made to the nearest 1/100th of a cent or 1/10,000th of a share
                  of  Common  Stock,  as the case may be. No  adjustment  to the
                  Exercise Price (and, correspondingly, to the number of Warrant
                  Shares)  shall be required  unless such  adjustment  (plus any
                  adjustments  not  previously  made by reason  of this  Section
                  4(f)(v))  would require an increase or decrease of at least 1%
                  in  such  Exercise   Price;   provided,   however,   that  any
                  adjustment(s)  that by reason of this Section  4(f)(v) are not
                  required  to be made shall be carried  forward  and taken into
                  account upon the earlier of (A) any  subsequent  adjustment or
                  (B) any exercise of this Warrant.

                           (vi)  Notwithstanding  any  other  provision  of this
                  Warrant,  no adjustment to the Exercise Price shall be made to
                  the extent such  adjustment  would reduce the  Exercise  Price
                  below the par value of the Common Stock.

                           (vii) No  adjustment  to the Exercise  Price shall be
                  made  (A)  upon  the  exercise  of any  warrants,  options  or
                  convertible  securities  issued and  outstanding  on the Issue
                  Date  that are set  forth in  Section  3(c) of the  Disclosure
                  Schedule to the  Securities  Purchase  Agreement in accordance
                  with the terms of such  securities  as of the Issue Date;  (B)
                  upon the grant or exercise  of any stock or options  which may
                  hereafter be granted to or exercised by any employee, director
                  or consultant  under any employee  benefit plan of the Company
                  now existing or to be  implemented  in the future,  so long as
                  the  issuance  of such  stock  or  options  is  approved  by a
                  majority  of  the  Board  of  Directors  of the  Company  or a
                  majority  of  the  members  of  a  committee  of  non-employee
                  directors established for such purpose; (C) upon conversion of
                  the Notes (as defined herein) or exercise of the Warrants; (D)
                  the  issuance  of  securities  in  connection  with  strategic
                  business  partnerships or joint ventures,  the primary purpose
                  of  which,  in  the  reasonable   judgment  of  the  Board  of
                  Directors,  is not to  raise  additional  capital;  or (E) the
                  issuance of  securities  pursuant to any  equipment  financing
                  from  a bank  or  similar  financial  or  lending  institution
                  approved by the Board of Directors.

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

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

                  (i) the Company  shall  declare any  dividend  upon the Common
         Stock  payable  in  shares  of  stock of any  class  or make any  other
         distribution (other than dividends or distributions payable in cash out
         of retained earnings  consistent with the Company's past practices with
                                      -7-
<PAGE>

         respect to declaring dividends and making distributions) to the holders
         of the Common Stock;

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

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

                  (iv) there shall be a voluntary  or  involuntary  dissolution,
         liquidation or winding-up of the Company;

                  then, in each such case,  the Company shall give to the holder
         of this Warrant (A) notice of the date or  estimated  date on which the
         books  of the  Company  shall  close or a  record  shall  be taken  for
         determining  the holders of Common  Stock  entitled to receive any such
         dividend,  distribution,  or subscription rights or for determining the
         holders  of  Common  Stock  entitled  to vote in  respect  of any  such
         reorganization,   reclassification,    consolidation,   merger,   sale,
         dissolution,  liquidation or winding-up and (B) in the case of any such
         reorganization,   reclassification,    consolidation,   merger,   sale,
         dissolution,  liquidation or winding-up, notice of the date (or, if not
         then known, a reasonable estimate thereof by the Company) when the same
         shall take place.  Such notice shall also specify the date on which the
         holders of Common  Stock shall be entitled  to receive  such  dividend,
         distribution,  or subscription rights or to exchange their Common Stock
         for  stock  or other  securities  or  property  deliverable  upon  such
         reorganization,   reclassification,    consolidation,   merger,   sale,
         dissolution,  liquidation,  or  winding-up,  as the case  may be.  Such
         notice  shall be given at least  fifteen  (15) days prior to the record
         date or the date on which the  Company's  books are  closed in  respect
         thereto.  Failure to give any such notice or any defect  therein  shall
         not affect the validity of the proceedings  referred to in clauses (i),
         (ii), (iii) and (iv) above.  Notwithstanding the foregoing, the Company
         shall publicly disclose the substance of any notice delivered hereunder
         prior to delivery of such notice to the holder hereof.

         (i) Certain  Events.  If, at any time during the Exercise  Period,  any
event  occurs of the type  contemplated  by the  adjustment  provisions  of this
Section 4 but not expressly  provided for by such provisions,  the Company shall
give notice of such event as provided in Section 4(g) hereof, and an appropriate
adjustment in the Exercise  Price and the number of Warrant Shares shall be made
so that the rights of the holder  shall be neither  enhanced nor  diminished  by
such event.

         (j) Certain Definitions.

                  (i) "Common Stock" shall include, for purposes of this Section
         4, the Common  Stock and any  additional  class of stock of the Company
         having no preference as to dividends or  distributions  on liquidation,
         provided  that the shares  purchasable  pursuant to this Warrant  shall
         include  only  Common  Stock  in  respect  of  which  this  Warrant  is
         exercisable, or shares resulting from any subdivision or combination of
         such   Common   Stock,   or  in  the   case   of  any   reorganization,
         reclassification,  consolidation,  merger,  or  sale  of the  character
         referred to in Section 4(c) hereof,  the stock or other  securities  or
         property provided for in such Section.
                                      -8-
<PAGE>


                  (ii)  "Common  Stock  Equivalent"  shall mean (A) any security
         convertible,  with or  without  consideration,  into any  Common  Stock
         (including  any  option,  warrant or other  right to  subscribe  for or
         purchase  such a  security),  (B) any  security  carrying  any  option,
         warrant or other right to subscribe  for or purchase any Common  Stock,
         or (C) any such option, warrant or other right.

                  (iii)  "Market  Price"  shall  mean,  as of any date,  (A) the
         average of the closing  sales  prices for the shares of Common Stock on
         the Nasdaq  National Market or other trading market where such security
         is listed or traded as reported by  Bloomberg  Financial  Markets (or a
         comparable  reporting  service of national  reputation  selected by the
         Company and reasonably acceptable to the holders if Bloomberg Financial
         Markets  is  not  then   reporting   sales  prices  of  such  security)
         (collectively,  "Bloomberg") for the ten (10) consecutive  trading days
         immediately  preceding such date, or (B) if the Nasdaq  National Market
         is not the principal trading market for the shares of Common Stock, the
         average of the  reported  sales  prices  reported by  Bloomberg  on the
         principal  trading  market for the Common Stock during the same period,
         or, if there is no sales  price for such  period,  the last sales price
         reported by Bloomberg  for such period,  or (C) if the foregoing do not
         apply,  the last sales price of such  security in the  over-the-counter
         market  on the pink  sheets or  bulletin  board  for such  security  as
         reported by  Bloomberg,  or if no sales  price is so reported  for such
         security, the last bid price of such security as reported by Bloomberg,
         or (D) if market value cannot be  calculated  as of such date on any of
         the foregoing  bases, the Market Price shall be the average fair market
         value as reasonably  determined by an investment  banking firm selected
         by the Company and reasonably  acceptable to the holder, with the costs
         of the appraisal to be borne by the Company.  The manner of determining
         the  Market  Price of the  Common  Stock  set  forth  in the  foregoing
         definition shall apply with respect to any other security in respect of
         which a determination as to market value must be made hereunder.

                  (iv) "Net  Consideration Per Share" shall mean, in determining
         the amount of consideration  received and/or  receivable by the Company
         for any Common Stock issued upon the  conversion,  exercise or exchange
         of any Common  Stock  Equivalents,  the  amount  equal to (A) the total
         amount  of  consideration,  if any,  received  by the  Company  for the
         issuance of such Common Stock  Equivalents  plus (B) the minimum amount
         of  consideration,  if any,  payable to the  Company  upon  conversion,
         exercise or exchange thereof, divided by the aggregate number of shares
         of  Common  Stock  that  would  be  issued  if all  such  Common  Stock
         Equivalents   were   converted,   exercised  or   exchanged.   The  Net
         Consideration  Per Share  receivable by the Company shall be determined
         in each instance as of the date of issuance of Common Stock Equivalents
         without giving effect to any possible  future upward price  adjustments
         or rate  adjustments that may be applicable with respect to such Common
         Stock Equivalents.

                  (v) "Notes" shall mean the convertible promissory notes issued
         and sold by the Company pursuant to the Securities Purchase Agreement.

                  (vi) The term  "trading  day"  shall mean any day on which the
         principal United States securities exchange or trading market where the
         Common Stock is then listed is open for trading.

                                      -9-
<PAGE>

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

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

         7. Transfer, Exchange and Replacement of Warrant.

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

                  (b) Warrant  Exchangeable  for Different  Denominations.  This
         Warrant is exchangeable, upon the surrender hereof by the holder at the
         office or agency of the Company  referred to in Section 7(e) below, for
         new warrants of like tenor of different  denominations  representing in
         the  aggregate  the right to  purchase  the  number of shares of Common
         Stock which may be  purchased  hereunder,  each of such new warrants to
         represent  the right to purchase such number of shares (at the Exercise
         Price therefor) as shall be designated by the holder hereof at the time
         of such surrender,  and all such warrants  thereafter  constituting the
         Warrant referenced herein.

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

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

                                      -10-
<PAGE>

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

                  (f) Exercise or Transfer Without Registration. If, at the time
         of the  surrender  of this  Warrant in  connection  with any  exercise,
         transfer, or exchange of this Warrant, this Warrant (or, in the case of
         any exercise,  the Warrant  Shares  issuable  hereunder),  shall not be
         registered   under  the  Securities  Act  and  under  applicable  state
         securities or blue sky laws, the Company may require, as a condition of
         allowing such exercise,  transfer, or exchange,  (i) that the holder or
         transferee of this Warrant,  as the case may be, furnish to the Company
         a written opinion of counsel (which opinion shall be in form, substance
         and scope customary for opinions of counsel in comparable transactions)
         to the effect that such  exercise,  transfer,  or exchange  may be made
         without  registration  under the  Securities  Act and under  applicable
         state  securities or blue sky laws (the cost of which shall be borne by
         the Company if the Company's  counsel renders such an opinion and up to
         $500 of such cost shall be borne by the Company if the holder's counsel
         is  requested  to  render  such  opinion),  (ii)  that  the  holder  or
         transferee  execute and deliver to the Company an investment  letter in
         form  and  substance  acceptable  to the  Company  and  (iii)  that the
         transferee  be an  "accredited  investor"  as  defined  in Rule  501(a)
         promulgated under the Securities Act; provided,  however,  that no such
         opinion,  letter,  or  status  as an  "accredited  investor"  shall  be
         required in connection  with a transfer  pursuant to Rule 144 under the
         Securities Act.

                  (g)  Additional  Restrictions  on Exercise or Transfer.  In no
         event shall the holder hereof have the right to exercise any portion of
         this Warrant for shares of Common Stock or to dispose of any portion of
         this  Warrant to the extent that such right to effect such  exercise or
         disposition  would  result  in the  holder  or  any  of its  affiliates
         together  beneficially owning more than 4.99% of the outstanding shares
         of  Common  Stock.  For  purposes  of  this  Section  7(g),  beneficial
         ownership  shall be determined in accordance  with Section 13(d) of the
         Securities  Exchange  Act of 1934,  as amended,  and  Regulation  13D-G
         thereunder.  The restriction  contained in this Section 7(g) may not be
         altered,  amended,  deleted or changed in any manner  whatsoever unless
         the holders of a majority of the outstanding shares of Common Stock and
         the  holder  hereof  shall  approve,   in  writing,   such  alteration,
         amendment, deletion or change.

         8. No Fractional Shares. No fractional shares of Common Stock are to be
issued upon the  exercise  of this  Warrant,  but the  Company  shall pay a cash
adjustment in respect of any fractional  share which would otherwise be issuable
in an amount equal to the same fraction of the Market Price of a share of Common
Stock on the date of such exercise.

         9.  Notices.  Any notices  required or  permitted to be given under the
terms of this  Warrant  shall be sent by certified  or  registered  mail (return
receipt  requested)  or  delivered  personally  or by  courier  or by  confirmed
telecopy,  and shall be effective  five days after being placed in the mail,  if
mailed,  or upon receipt or refusal of receipt,  if delivered  personally  or by
courier,  or by  confirmed  telecopy,  in each case  addressed  to a party.  The
addresses for such communications shall be:
                                      -11-
<PAGE>

                  (a) If to the Company:

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

                  (b) If to the holder,  at such  address as such  holder  shall
         have  provided in writing to the Company,  or at such other  address as
         such holder  furnishes by notice given in accordance  with this Section
         9.

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

         11.  Indemnification  by Company.  The Company  shall hold harmless and
indemnify the holder of this Warrant from and against,  and shall compensate and
reimburse such holder for, any damages which are directly or indirectly suffered
or incurred by such holder or to which such holder 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 breach of any of the Company's  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 holder may have  indemnification  rights  pursuant to
this  Section  11, the holder  shall  promptly  notify  the  Company  thereof in
writing,  but the failure to so notify the Company  shall not limit the holder'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.

         12. Miscellaneous.

                  (a)  Governing  Law;  Jurisdiction.   This  Warrant  shall  be
         governed by and construed in  accordance  with the laws of the State of
         Delaware.  The Company irrevocably  consents to the jurisdiction of the
         United States  federal  courts and state courts located in the State of
         Delaware  in any suit or  proceeding  based on or  arising  under  this
         Warrant and irrevocably  agrees that all claims in respect of such suit
         or proceeding may be determined in such courts. The Company irrevocably
         waives  any  objection  to the  laying of venue and 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
                                      -12-
<PAGE>

         by  certified  or  registered  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 holder's  right 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) Amendment  and Waiver.  Except as provided in Section 7(g)
         hereof, this Warrant and any provision hereof may only be amended by an
         instrument in writing signed by the Company and the holder hereof.  The
         failure of any party to enforce any of the  provisions  of this Warrant
         shall in no way be construed as a waiver of such  provisions  and shall
         not affect the right of such party thereafter to enforce each and every
         provision of this Warrant in accordance with its terms.

                  (c)  Prevailing  Party's  Costs and Expenses.  The  prevailing
         party in any  mediation,  arbitration  or legal  action to  enforce  or
         interpret   this  Warrant   shall  be  entitled  to  recover  from  the
         non-prevailing  party  all  costs and  expenses,  including  reasonable
         attorneys' fees, incurred in such action or proceeding.

                  (d) 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  requires,  all references to articles and
         sections  refer to  articles  and  sections  of this  Warrant,  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 Sections of this Warrant are inserted for purposes of reference
         only,  and shall not affect the meaning or  construction  of any of the
         provisions hereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                      -13-
<PAGE>


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

                               P-COM, INC.


                               By: ______________________-
                               Name:
                               Title:




<PAGE>

                           FORM OF EXERCISE AGREEMENT

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

To:      P-Com, Inc.
         3175 South Winchester Blvd.
         Campbell, CA 95008
         Attention:  Chief Executive Officer

         The  undersigned  hereby  irrevocably  exercises  the right to purchase
_____________ shares of the Common Stock of P-Com, Inc., a corporation organized
under  the laws of the  State of  Delaware  (the  "Company"),  evidenced  by the
attached Warrant, and herewith [makes payment of the Exercise Price with respect
to such  shares in  full][elects  to effect a Cashless  Exercise  (as defined in
Section  10 of  such  Warrant)],  all in  accordance  with  the  conditions  and
provisions of said Warrant.

         The  undersigned  agrees  not to offer,  sell,  transfer  or  otherwise
dispose of any Common Stock  obtained on exercise of the  Warrant,  except under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended, or any state securities laws. The undersigned  represents that it is
an "accredited  investor" as that term is defined in Rule 501(a) of Regulation D
under the Securities Act of 1933, as amended.

|_|      The  undersigned  requests that the Company cause its transfer agent to
         electronically  transmit  the Common  Stock  issuable  pursuant to this
         Exercise  Agreement  to the account of the  undersigned  or its nominee
         (which is  _________________)  with DTC through its Deposit  Withdrawal
         Agent Commission System ("DTC  Transfer"),  provided that such transfer
         agent  participates  in the  DTC  Fast  Automated  Securities  Transfer
         program.

|_|      In lieu of receiving  the shares of Common Stock  issuable  pursuant to
         this Exercise Agreement by way of DTC Transfer,  the undersigned hereby
         requests that the Company cause its transfer agent to issue and deliver
         to the undersigned  physical  certificates  representing such shares of
         Common Stock.

         The undersigned  requests that a Warrant  representing  any unexercised
portion hereof be issued, pursuant to the Warrant, in the name of the Holder and
delivered to the undersigned at the address set forth below:

Dated: _______________                _____________________________
                                         Signature of Holder

                                      _____________________________
                                         Name of Holder (Print)

                                Address:  _________________________
                                          _________________________
                                          _________________________



<PAGE>
                                FORM OF ASSIGNMENT


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

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





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


Dated: _____________________, ____

In the presence of

__________________

                       Name: ___________________________________


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

                       Address: ________________________________
                                ________________________________
                                ________________________________



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




<PAGE>