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EXHIBIT 10.116


                             HPC CAPITAL MANAGEMENT
                    Investment Banking/ Financial Consultants


February 6, 2003


Mr. Leighton Stephenson
Chief Financial Officer
P-COM,  Inc.
3175S.WinchesterBoulevard
Campbell,  CA  95008



Re:     Engagement Letter
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Dear Mr. Stephenson:

This letter agreement (this" Agreement") confirms P-COM, Inc.'s  (the "Company")
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engagement  of  HPC  Capital Management. ("HPC") as investment banker, financial
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advisor  and  consultant  of the Company and sets forth the terms and conditions
pursuant  to  which  HPC  shall  perform  in  said  capacity.

     1.  Retention  Subject  to  the terms and conditions of this Agreement, the
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Company  hereby  engages  HPC to act on behalf of the Company as a non-exclusive
investment  banker,  financial  advisor  and  consultant  commencing on the date
hereof and continuing until completion of the financing outlined in the Proposed
Private  Placement  Term  Sheet  of  $ 1,000,000 Regulation D offering of Common
Shares  &  Warrants  (the "Engagement").  Either party may cancel this Agreement
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upon  30-calendar  days  written  notice.

     2.  Services.  During  the  Engagement  and  subject  to  the  terms
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and  conditions  herein, HPC agrees to provide financial services to the Company
consisting of:  (i) evaluating the Company's requirements for funding growth and
expansion  of  the  Company's operations; (ii)  analyzing the impact of business
decisions,  policies,  and  practices on the value of the Company's business and
securities;  and  (iv)  increasing  the  public  exposure of the Company through
introductions to institutions, brokers and the investment community.  HPC agrees
to  devote  such  time, attention, and energy as may be necessary to perform the
services  hereunder.  The Company expressly acknowledges and agrees that nothing
herein  shall  be  construed,  however,  to require HPC to (i) provide a minimum
number  of  hours  of  service  to  the  Company or to limit the right of HPC to
perform  similar  services for the benefit of persons or entities other than the
Company,  (ii)  commit to purchase securities of the Company or secure financing
on  behalf  of  the  Company  by  third parties, (iii) ensure that any potential
investor(s) introduced to the Company by HPC  will execute final agreements with
the  Company,  or (iv) guaranty the obligations of any investor(s) introduced to
the  Company  by  HPC  under  any  final  agreements  with  such  investor(s).

     3.  Remuneration.  For  undertaking  the  Engagement and for other good and
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valuable  consideration,  including  but not limited to, the substantial benefit
the  Company will derive from the ability to announce its relationship with HPC,
the  Company  agrees  as  follows:

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HPC CAPITAL MANAGEMENT
Investment Banking/ Financial Consultants

     (a)    Placement Fees.  The  Company  shall pay to HPC a cash placement fee
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equal  to  5%  of  the  total  purchase  price of the Company's securities sold,
including  all  amounts  placed  in  an  escrow account or payable in the future
(including  future  issuances  resulting  from anti dilution provisions) and all
amounts paid or payable upon exercise, conversion or exchange of such securities
received  or  receivable  directly by the Company ("Aggregate Consideration") in
                                                    -----------------------
any  placement  of  the  Company's  securities in connection with HPC 's efforts
hereunder.  Such  Fees  to  be  paid  commensurate with funding of such purchase
transaction(s).

     (b) Warrants. On each closing date on which Aggregate Consideration is paid
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or  becomes  payable,  the  Company shall issue to HPC Capital Management 50,000
warrants  (the  "Warrants") per $ 1 million raised by HPC. The Warrants shall be
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exercisable  immediately  after  the  date of issuance, and shall expire 5 years
after  the  date  of  issuance,  unless  otherwise extended by the Company.  The
Warrants  shall include customary anti-dilution protection, including protection
against  issuances of securities at prices (or with exercise prices, in the case
of  warrants,  options  or  rights) below the lower of the exercise price of the
Warrants  or  the  then  fair  market  value  of the underlying common equity, a
cashless exercise provision and will be non-redeemable and provide for automatic
exercise  upon  expiration.  The Warrants shall be transferable, subject only to
the  securities  laws,  by  the  holders  thereof.

     (c)  Mergers  and  Acquisitions.  The  Company agrees that if HPC, directly
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introduces  the  Company,  during  the  term of this Agreement, to any person or
entity  that  becomes a party to a merger, acquisition or joint venture with the
Company (or any affiliate thereof) within nine months of such introduction, then
the  Company  shall  pay  to  HPC  a  cash fee calculated as a percentage of the
Transaction  Value  (as  defined herein) in accordance with the following scale:

        -  6%  on  the  first            $  5,000,000
        -  5%  on  the  amount  from     $  5,000,001       to  $  7,000,000
        -  4%  on  the  amount  from     $  7,000,001       to  $  9,000,000
        -  3%  on  the  amount  from     $  9,000,001       to  $ 11,000,000
        -  2%  on  the  amount  from     $  11,000,001      to  $ 13,000,000
        -  1%  on  the  amount  above    $  13,000,001


     "Transaction Value" shall mean the aggregate value of all cash, securities,
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notes, debentures purchase options, royalties, management, and consulting
agreements; marketing, licensing and revenue contracts; agreements
not-to-compete, including contingent and installment payments.

     (d)  Tail  Period.  The  Company  shall and shall have cause its affiliates
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to  pay  HPC  all  compensation  described in this Section 3 with respect to all
financing  and  merger  and  acquisition  candidates  at  any  time prior to the
expiration  of  1  year  after  the Termination Date (the "Tail Period") if such
candidates  were  identified to the Company by HPC as investors in the financing
and  HPC  provided  written  notification  to  the  Company of the introduction.


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HPC CAPITAL MANAGEMENT
Investment Banking/ Financial Consultants


     4.     Representations,  Warranties  and  Covenants  of  the  Company.  The
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Company  hereby  represents,  warrants  and  covenants  as  follows:

     (a)     (i)  The  Company  has the full right, power and authority to enter
into  this Agreement and to perform all of its obligations hereunder,  (ii) this
Agreement  has  been duly authorized and executed by and constitutes a valid and
binding agreement of the Company enforceable in accordance with its terms, (iii)
the  execution  and  delivery  of  this  Agreement  and  the consummation of the
transactions  contemplated  hereby do not conflict with or result in a breach of
(A)  the Company's certificate of incorporation or by-laws, or (B) any agreement
to  which  the  Company  is a party or by which any of its property or assets is
bound.

     (b)  Upon  the filing of any registration statement by the Company pursuant
to the Securities Act of 1933, as amended, in connection with the proposed offer
and  sale  of  any  of  its securities by it or any of its security holders, the
Company  shall  also  register  for  resale  by  the  holder(s)  thereof in such
registration  statement(s)  the  Shares  then  issued but not yet registered for
resale  and  the  unregistered Warrant Shares then issued but not yet registered
for  resale.

     5.     Representations,  Warranties  and  Covenants  ofHPC.  HPC  hereby
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represents and warrants that:     (i) it has the full right, power and authority
to  enter  into  this Agreement and to perform all of its obligations hereunder,
(ii)  this  Agreement has been duly authorized and executed by and constitutes a
valid  and  binding  agreement  of HPC enforceable in accordance with its terms,
(iii)  the  execution and delivery of this Agreement and the consummation of the
transactions  contemplated  hereby do not conflict with or result in a breach of
(A)  HPC  's  certificate  of  incorporation or by-laws, or (B) any agreement to
which  HPC  is  a  party  or  by  which  any of its property or assets is bound.

     6.  Independent  Contractor:  HPC  and  the  Company  hereby acknowledge
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that  HPC  is  an  independent contractor. HPC shall not hold itself out as, nor
shall  it  take any action from which others might infer that it is a partner or
agent  of,  or  joint  venture with, the Company. In addition, HPC shall take no
action,  which  binds,  or  purports  to  bind,  the  Company.

     7.  Confidentiality. The Company acknowledges that all opinions and advice,
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whether  oral  or  written,  given by HPC to the Company in connection with this
Agreement  are  intended  solely  for  the  benefit  and  use  of the Company in
considering  the  transactions to which they relate, and the Company agrees that
no  person  or entity other than the Company shall be entitled to make use of or
rely upon the advice of HPC to be given hereunder, and no such opinion or advice
shall  be used by the Company for any other purpose or reproduced, disseminated,
quoted or referred to by the Company in communications with third parties at any
time,  in  any  manner  or  for any purpose, nor may the Company make any public
references to HPC or use HPC 's name in any annual report or any other report or
release  of  the  Company  without HPC 's prior written consent, except that the
Company  may,  without  HPC 's further consent, disclose this Agreement (but not
information  provided  to the Company by HPC ) in the company's filings with the
Securities  and  Exchange  Commission,  if  such  disclosure is required by law.



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HPC CAPITAL MANAGEMENT
Investment Banking/ Financial Consultants


     8.  Reimbursement.  The  Company  agrees  to  reimburse  promptly  HPC,
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upon  request  from  time  to  time,  for all reasonable, out-of-pocket expenses
incurred  by  HPC  (including  fees  and  disbursements  of counsel and of other
consultants  and  advisors  retained  by  HPC)  in  connection  with the matters
contemplated this Agreement.   P-COM, Inc. will pre-approve any expenses above $
250.00  in  writing.

     9.  Notices.  Except  as  otherwise  specifically  agreed,  all notices and
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other  communications  made  under  this Agreement shall be in writing and, when
delivered  in  person or by facsimile transmission, shall be deemed given on the
same  day if delivered on a business day during normal business hours, or on the
first  day  of business day following delivery in person or by facsimile outside
normal  business  hours,  or on the date indicated on the return receipt if sent
registered  or  certified  mail,  return  receipt  requested.  All  notices sent
hereunder shall be sent to the representatives of the party to be noticed at the
addresses  indicated  respectively  below,  or  at  such  other addresses as the
parties  to  be  noticed may from time to time by like notice hereafter specify:

       If to the Company:          Mr. Leighton Stephenson
                                   Chief  Financial  Officer
                                   P-COM,  Inc.
                                   3175S.WinchesterBoulevard
                                   Campbell,  CA  95008

       If  to  HPC  :              HPC  Capital  Management
                                   1225  Hightower  Trail
                                   Suite  B-220
                                   Atlanta,  GA  30350
                                   Attn:  Paul  T.  Mannion,  Jr.
                                   (770)  992-6800  (Fax)

     10.  Entire  Agreement.  This  Agreement  contains  the  entire  agreement
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between  the  parties.  It  may  not  be  changed except by agreement in writing
signed  by  the party against whom enforcement of any waiver, change, discharge,
or modification is sought.  Waiver of or failure to exercise any rights provided
by  this Agreement in any respect shall not be deemed a waiver of any further or
future  rights.

     11.   Survival  of  Representations  and  Warranties.  The representations,
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warranties,  acknowledgments and agreements of HPC and the Company shall survive
the  termination  of  this  agreement.  In  the event that any provision of this
Agreement  becomes  or  is  declared  by a court of competent jurisdiction to be
illegal,  unenforceable or void, this Agreement shall continue in full force and
effect  without said provision; provided, however, that, such severability shall
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be  ineffective  if it materially changes the economic benefit of this Agreement
to  any  party.




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HPC CAPITAL MANAGEMENT
Investment Banking/ Financial Consultants


     12.  Governing Law. This Agreement shall be construed according to the laws
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of  the  State  of Georgia and subject to the jurisdiction of the courts of said
state,  without  application of the principles of conflicts of laws. Each of the
parties'  consents  exclusively  to  personal jurisdiction in the Fulton County,
Georgia,  waives  any  objection  as to jurisdiction or venue, and agrees not to
assert  any  defense based on lack of jurisdiction or venue.  In any litigation,
arbitration,  or  other  dispute  resolution  arising out of or relating to this
Agreement,  the  prevailing  party  shall  be  reimbursed by the other party (as
determined  by a court of competent jurisdiction) for reasonable attorneys' fees
and/or  arbitration  costs.

     13.  Successors.  This  Agreement  shall be binding upon the parties, their
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successors  and  assigns.

     14. Execution. This Agreement may be executed in any number of counterparts
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each of which shall be enforceable against the parties executing such
counterparts, and all of which together shall constitute a single document.
Except as otherwise stated herein, in lieu of the original documents, a
facsimile transmission or copy of the original documents shall be as effective
and enforceable as the original.

If the foregoing correctly sets forth our understanding and agreement, please so
indicate by signing where indicated below.  We look forward to working with you.

                                   HPC  CAPITAL  MANAGEMENT.


                                   By:  /s/  Paul  T.  Mannion
                                   -------------------------
                                   Paul  T.  Mannion,  Jr.,  President

Agreed  to  and  accepted  this  6  day  of  February  2003.
                                ---

P-COM,  INC.



By:  /s/  Leighton  J.  Stephenson
     -------------------------------
     Name:   Leighton  Stephenson
     Title:     Chief  Financial  Officer



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