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EXHIBIT 10.2


                          REGISTRATION RIGHTS AGREEMENT

         REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 26,
2003, by and among P-Com,  Inc., a corporation  organized  under the laws of the
State of Delaware (the  "Company"),  and the  undersigned  (together  with their
respective affiliates, the "Initial Investors").

                                    WHEREAS:

         A. In connection with the Securities  Purchase  Agreement,  dated as of
March  26,  2003,  by and among  the  Company  and the  Initial  Investors  (the
"Securities  Purchase  Agreement"),  the Company has agreed,  upon the terms and
subject to the conditions  contained  therein,  to issue and sell to the Initial
Investors (i)  convertible  promissory  notes (the "Notes") that are convertible
into shares of the  Company's  common  stock,  par value  $0.0001 per share (the
"Common  Stock"),  upon the terms and subject to the  limitations and conditions
set forth in the Notes,  and (ii) warrants (the "Warrants") to acquire shares of
Common  Stock.  The  shares of  Common  Stock  issuable  upon  conversion  of or
otherwise  pursuant  to the Notes  are  referred  to  herein as the  "Conversion
Shares" and the shares of Common Stock  issuable  upon  exercise of or otherwise
pursuant to the Warrants are referred to herein as the "Warrant Shares."

         B.  To  induce  the  Initial  Investors  to  execute  and  deliver  the
Securities  Purchase  Agreement,  the  Company  has  agreed to  provide  certain
registration rights under the Securities Act of 1933, as amended,  and the rules
and regulations thereunder, or any similar successor statute (collectively,  the
"Securities Act"), and applicable state securities laws.

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

1.       DEFINITIONS.

         (a) As used in this  Agreement,  the  following  terms  shall  have the
following meanings:

                  (i)   "Investors"   means  the  Initial   Investors   and  any
         transferees or assignees who agree to become bound by the provisions of
         this Agreement in accordance with Section 9 hereof.

                  (ii) "register,"  "registered," and "registration"  refer to a
         registration effected by preparing and filing a Registration  Statement
         or  Statements in compliance  with the  Securities  Act and pursuant to
         Rule 415 under the  Securities  Act or any successor rule providing for
         offering  securities  on a  continuous  basis  ("Rule  415"),  and  the
         declaration or ordering of effectiveness of such Registration Statement
         by the United States Securities and Exchange Commission (the "SEC").

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                  (iii)  "Registrable   Securities"  means  (a)  the  Conversion
         Shares,  (b) the  Warrant  Shares  and (c) any other  shares of capital
         stock of the Company  issued or  issuable,  from time to time (with any
         adjustments),  as a dividend or distribution  on, or in exchange for or
         replacement of, or otherwise with respect to any of the foregoing.

                  (iv) "Registration  Statement" means a registration  statement
         of the Company under the Securities Act.

         (b)  Capitalized  terms used herein and not  otherwise  defined  herein
shall  have  the  respective  meanings  set  forth  in the  Securities  Purchase
Agreement.

2.       REGISTRATION.

         (a) Demand  Registration.  Subject to the  conditions  of this  Section
2(a),  if the  Company  receives  a  written  request  from  one or  more of the
Investors  (the  "Initiating  Investors")  that the Company file a  Registration
Statement  under the Securities Act  registering  the resale of the  Registrable
Securities,  then the  Company  shall,  (i) give  notice of such  request to all
Investors  as soon as  practicable,  but in no event later than the tenth (10th)
day following the date of such request,  and (ii) prepare promptly and file with
the SEC as soon as practicable,  but in no event later than the thirtieth (30th)
day following the date of such request,  and  thereafter use its best efforts to
cause to become  effective  as soon as  practicable,  a  Registration  Statement
registering  the  resale  of all  Registrable  Securities  that  the  Initiating
Investors  request to be registered and all Registrable  Securities owned by any
other  Investor that notifies the Company in writing,  within  fifteen (15) days
after receipt of the Company's notice  contemplated in clause (i) above, that it
intends to participate in such demand  registration,  which  notification  shall
include  the number of  Registrable  Securities  sought to be  included  by such
Investor and the intended method or methods of distribution of such  Registrable
Securities.  The Registration Statement filed hereunder, to the extent allowable
under  the  Securities  Act  (including   Rule  416),   shall  state  that  such
Registration  Statement  also covers  such  indeterminate  number of  additional
shares of Common Stock as may become  issuable upon  conversion of the Notes and
exercise of the Warrants to prevent dilution resulting from stock splits,  stock
dividends  or  similar  transactions.   The  Registration  Statement  (and  each
amendment  or  supplement   thereto,   and  each  request  for  acceleration  of
effectiveness thereof) shall be provided to (and subject to the approval of) the
Investors participating in such demand registration and their respective counsel
prior to its filing or other  submission.  Notwithstanding  the  foregoing,  the
Company shall not be required to effect a demand  registration  pursuant to this
Section 2(a): (1) prior to the 180th day following the date hereof, or (2) after
the Company has effected one  registration  pursuant to this Section  2(a),  and
such   registration  has  been  declared  or  ordered   effective  and  remained
continuously effective without interruption in accordance with the provisions of
Section 3 hereof for the  duration  of the  Registration  Period (as  defined in
Section 3(a) below).

         (b) Piggy-Back  Registrations.  If, at any time prior to the expiration
of the Registration  Period,  the Company shall file with the SEC a Registration
Statement  relating to an offering  for its own account or the account of others
under the Securities Act of any of its equity securities (other than on Form S-4
or Form S-8 or their then equivalents relating to equity securities to be issued
solely in connection  with any  acquisition  of any entity or business or equity
securities  issuable in connection  with stock option or other employee  benefit

                                      -2-
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plans),  the  Company  shall  send  to  each  Investor  written  notice  of such
determination  and, if within  fifteen  (15) days after the date of such notice,
such  Investor  shall so request in writing,  the Company  shall include in such
Registration  Statement  all or any  part  of the  Registrable  Securities  such
Investor  requests  to be  registered,  except that if, in  connection  with any
underwritten public offering, the managing underwriter(s) thereof shall impose a
limitation  on the number of shares of Common Stock which may be included in the
Registration Statement because, in such underwriter(s)'  judgment,  marketing or
other  factors  dictate  such  limitation  is  necessary  to  facilitate  public
distribution,  then,  subject to the other  provisions of this Section 2(b), the
Company shall be obligated to include in such  Registration  Statement only such
limited  portion  of the  Registrable  Securities  with  respect  to which  such
Investor has requested  inclusion hereunder as the underwriter shall permit. Any
exclusion of Registrable  Securities  shall be made pro rata among the Investors
seeking  to  include  Registrable  Securities,  in  proportion  to the number of
Registrable  Securities  sought  to be  included  by such  Investors;  provided,
however,  that the Company shall not exclude any Registrable  Securities  unless
the Company has first excluded all outstanding securities,  the holders of which
are  not  contractually  entitled  to  inclusion  of  such  securities  in  such
Registration  Statement or are not contractually  entitled to pro rata inclusion
with the Registrable  Securities;  and provided,  further,  however, that, after
giving effect to the immediately preceding proviso, any exclusion of Registrable
Securities  shall be made pro rata with holders of other  securities  having the
contractual right to include such securities in the Registration Statement other
than  holders  of  securities  contractually  entitled  to  inclusion  of  their
securities  in such  Registration  Statement  by reason  of demand  registration
rights. Notwithstanding the foregoing, no such reduction shall reduce the amount
of Registrable  Securities  included in the registration below twenty-five (25%)
of the total amount of  securities  included in such  registration.  No right to
registration  of  Registrable  Securities  under  this  Section  2(b)  shall  be
construed to limit any  registration  required under Section 2(a) hereof.  If an
offering in connection with which an Investor is entitled to registration  under
this  Section  2(b)  is an  underwritten  offering,  then  each  Investor  whose
Registrable Securities are included in such Registration Statement shall, unless
otherwise agreed by the Company,  offer and sell such Registrable  Securities in
an underwritten offering using the same underwriter or underwriters and, subject
to the provisions of this  Agreement,  on the same terms and conditions as other
shares of Common Stock included in such underwritten offering.

         (c) Eligibility for Form SB-2. The Company represents and warrants that
it meets  the  requirements  for the use of Form  SB-2 for  registration  of the
resale by the  Initial  Investors  and any  other  Investor  of the  Registrable
Securities.

3.       OBLIGATIONS OF THE COMPANY.

         In connection with the registration of the Registrable Securities,  the
Company shall have the following obligations:

         (a) The Company shall respond  promptly to any and all comments made by
the staff of the SEC to the Registration Statement required by Section 2(a), and
shall  submit to the SEC  before the close of  business  on or before the second
business day immediately  following the business day on which the Company learns
(either  by  telephone  or in  writing)  that no  review  of  such  Registration

                                      -3-
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Statement  will be made by the SEC or that the  staff of the SEC has no  further
comments  on such  Registration  Statement,  as the case may be, a  request  for
acceleration of the effectiveness of such  Registration  Statement to a time and
date as soon as practicable.  The Company shall keep such Registration Statement
effective pursuant to Rule 415 at all times until such date as is the earlier of
(i) the date on which all of the Registrable  Securities have been sold and (ii)
the date on which all of the Registrable  Securities may be immediately  sold to
the public without registration or restriction pursuant to Rule 144(k) under the
Securities Act or any successor  provision (the  "Registration  Period"),  which
Registration  Statement  (including any  amendments or  supplements  thereto and
prospectuses  contained  therein and all  documents  incorporated  by  reference
therein) (i) shall comply in all material  respects with the requirements of the
Securities Act and the rules and regulations of the SEC  promulgated  thereunder
and (ii) shall not contain any untrue  statement  of a material  fact or omit to
state a material  fact required to be stated  therein,  or necessary to make the
statements  therein not  misleading.  The  financial  statements  of the Company
included in the Registration Statement or incorporated by reference therein will
comply  as to form in all  material  respects  with  the  applicable  accounting
requirements  and the published rules and regulations of the SEC applicable with
respect thereto.  Such financial  statements will be prepared in accordance with
U.S. generally accepted accounting principles,  consistently applied, during the
periods  involved  (except (i) as may be otherwise  indicated in such  financial
statements  or the  notes  thereto,  or (ii) in the  case of  unaudited  interim
statements,  to the extent they may not include footnotes or may be condensed on
summary  statements and fairly present in all material respects the consolidated
financial  position of the Company and its  consolidated  subsidiaries as of the
dates thereof and the  consolidated  results of their  operations and cash flows
for the periods then ended  (subject,  in the case of unaudited  statements,  to
immaterial year-end adjustments)).

         (b) The Company shall use its best efforts to promptly prepare and file
with  the  SEC  such  amendments  (including   post-effective   amendments)  and
supplements to the Registration  Statement and the prospectus used in connection
with the  Registration  Statement as may be  necessary to keep the  Registration
Statement  effective at all times during the  Registration  Period,  and, during
such period,  comply with the  provisions of the  Securities Act with respect to
the  disposition  of all  Registrable  Securities of the Company  covered by the
Registration  Statement  until such time as all of such  Registrable  Securities
have been disposed of in accordance with the intended  methods of disposition by
the seller or sellers thereof as set forth in the Registration Statement. In the
event the  number of  shares  available  under a  Registration  Statement  filed
pursuant to this Agreement is, for any three (3)  consecutive  trading days (the
last of such three (3)  trading  days being the  "Registration  Trigger  Date"),
insufficient to cover one hundred  percent (100%) of the Registrable  Securities
required to be included  thereunder (as a result of any adjustment to the number
of shares  issuable upon  conversion of the Notes or exercise of the Warrants or
the  occurrence of any other event not covered by Rule 416 under the  Securities
Act),  the  Company  shall  amend  the  Registration  Statement,  or  file a new
Registration Statement (on the short form available therefor, if applicable), or
both, so as to cover one hundred  percent (100%) of the  Registrable  Securities
required to be included thereunder, in each case, as soon as practicable, but in
any event within  fifteen (15) days after the  Registration  Trigger  Date.  The
Company  shall  use its best  efforts  to cause  such  amendment(s)  and/or  new
Registration  Statement to become effective as soon as practicable following the
filing thereof.

                                      -4-
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         (c) The  Company  shall  furnish  to each  Investor  whose  Registrable
Securities are included in the Registration  Statement and its legal counsel (i)
promptly  after the same is prepared  and publicly  distributed,  filed with the
SEC, or received by the Company, one copy of the Registration  Statement and any
amendment thereto, each preliminary prospectus and prospectus and each amendment
or supplement thereto,  and, in the case of the Registration  Statement referred
to in Section  2(a),  each letter  written by or on behalf of the Company to the
SEC or the staff of the SEC  (including,  without  limitation,  any  request  to
accelerate  the  effectiveness  of  the  Registration   Statement  or  amendment
thereto),  and each item of correspondence from the SEC or the staff of the SEC,
in each case relating to the Registration  Statement (other than any portion, if
any,  thereof  which  contains  information  for which the  Company  has  sought
confidential  treatment),  (ii) by the  next  business  day  after  the  date of
effectiveness of the Registration  Statement or any amendment  thereto, a notice
stating  that  the  Registration   Statement  or  amendment  has  been  declared
effective,  and  (iii)  such  number  of copies  of a  prospectus,  including  a
preliminary  prospectus,  and all  amendments and  supplements  thereto and such
other  documents as such Investor may reasonably  request in order to facilitate
the disposition of the Registrable Securities owned by such Investor.

         (d) The Company  shall use its best efforts to (i) register and qualify
the  Registrable  Securities  covered by the  Registration  Statement under such
other  securities or "blue sky" laws of such  jurisdictions in the United States
as each  Investor who holds  Registrable  Securities  being  offered  reasonably
requests,   (ii)  prepare  and  file  in  those  jurisdictions  such  amendments
(including post-effective  amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness  thereof during
the  Registration  Period,  (iii) take such other actions as may be necessary to
maintain such registrations and qualifications in effect at all times during the
Registration  Period,  and (iv) take all other actions  reasonably  necessary or
advisable to qualify the Registrable  Securities for sale in such jurisdictions;
provided,  however,  that  the  Company  shall  not be  required  in  connection
therewith  or as a  condition  thereto  to (a)  qualify  to do  business  in any
jurisdiction  where it would not  otherwise  be required to qualify but for this
Section 3(d), (b) subject itself to general  taxation in any such  jurisdiction,
(c) file a general consent to service of process in any such  jurisdiction,  (d)
provide any undertakings  that cause the Company undue expense or burden, or (e)
make any  change  in its  charter  or  bylaws,  which in each  case the Board of
Directors of the Company  determines to be contrary to the best interests of the
Company and its stockholders.

         (e) As promptly as practicable  after becoming aware of such event, the
Company  shall notify each  Investor by telephone and facsimile of the happening
of any  event,  of which the  Company  has  knowledge,  as a result of which the
prospectus included in the Registration  Statement,  as then in effect, includes
an untrue  statement  of a material  fact or omission  to state a material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading,  and,  use its best  efforts  promptly  to prepare a  supplement  or
amendment to the  Registration  Statement  to correct  such untrue  statement or
omission,  and deliver such number of copies of such  supplement or amendment to
each Investor as such Investor may reasonably request.

         (f) The Company  shall use its best efforts (i) to prevent the issuance
of any  stop  order or  other  suspension  of  effectiveness  of a  Registration
Statement (other than as permitted herein),  and, if such an order is issued, to
obtain  the  withdrawal  of  such  order  at  the  earliest  practicable  moment
(including  in  each  case  by  amending  or  supplementing   such  Registration

                                      -5-
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Statement)  and (ii) to notify each  Investor who holds  Registrable  Securities
being  sold  (or,  in  the  event  of an  underwritten  offering,  the  managing
underwriters)  of the issuance of such order and the resolution  thereof (and if
such Registration  Statement is supplemented or amended,  deliver such number of
copies of such  supplement  or amendment to each  Investor as such  Investor may
reasonably request).

         (g) The Company shall permit a single firm of counsel designated by the
Investors  to  review  the   Registration   Statement  and  all  amendments  and
supplements  thereto a  reasonable  period of time prior to its filing  with the
SEC,  and not  file any  document  in a form to which  such  counsel  reasonably
objects.

         (h) The Company shall make generally  available to its security holders
as soon as practical, but not later than ninety (90) days after the close of the
period  covered  thereby,  an earnings  statement  (in form  complying  with the
provisions of Rule 158 under the Securities Act) covering a twelve-month  period
beginning  not later than the first day of the  Company's  fiscal  quarter  next
following the effective date of the Registration Statement which compliance will
be met through the Company's  filing,  on an appropriate  form, the  appropriate
report of the Company as required by the  Securities  Exchange  Act of 1934,  as
amended,  and the rules and  regulations  thereunder,  or any similar  successor
statute (collectively, the "Exchange Act").

         (i) The Company shall hold in confidence and not make any disclosure of
information concerning an Investor provided to the Company unless (i) disclosure
of such  information  is necessary  to comply with  federal or state  securities
laws, (ii) the disclosure of such information is necessary to avoid or correct a
misstatement  or omission in any  Registration  Statement,  (iii) the release of
such  information is ordered  pursuant to a subpoena or other order from a court
or governmental body of competent  jurisdiction,  (iv) such information has been
made generally  available to the public other than by disclosure in violation of
this or any  other  agreement,  or (v) such  Investor  consents  to the form and
content of any such disclosure.  The Company agrees that it shall, upon learning
that disclosure of such information  concerning an Investor is sought in or by a
court or  governmental  body of competent  jurisdiction  or through other means,
give prompt notice to such Investor prior to making such  disclosure,  and allow
the  Investor,  at its  expense,  to  undertake  appropriate  action to  prevent
disclosure of, or to obtain a protective order for, such information.

         (j) The Company shall use its best efforts to promptly either (i) cause
all of the Registrable  Securities  covered by the Registration  Statement to be
listed on each  national  securities  exchange on which  securities  of the same
class or series issued by the Company are then listed, if any, if the listing of
such Registrable  Securities is then permitted under the rules of such exchange,
or  (ii)  secure  the  designation  and  quotation  of all  of  the  Registrable
Securities  covered by the  Registration  Statement on each automated  quotation
system on which securities of the same class or series issued by the Company are
then  quoted,  if any, if the  designation  and  quotation  of such  Registrable
Securities is then permitted under the rules of such automated quotation system,

                                      -6-
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and,  without  limiting  the  generality  of the  foregoing,  to arrange  for or
maintain at least two market makers to register with the National Association of
Securities Dealers, Inc. as such with respect to such Registrable Securities.

         (k) The Company shall provide a transfer agent and registrar, which may
be a single entity, for the Registrable  Securities not later than the effective
date of the Registration Statement.

         (l) The Company shall cooperate with the Investors who hold Registrable
Securities  being offered to facilitate the timely  preparation  and delivery of
certificates (not bearing any restrictive legends to the extent permitted by the
Securities Purchase Agreement) representing Registrable Securities to be offered
pursuant to the  Registration  Statement and enable such  certificates  to be in
such  denominations  or  amounts,  as the  case  may be,  as the  Investors  may
reasonably request and registered in such names as the Investors may request.

         (m) At the request of any Investor,  the Company shall prepare and file
with  the  SEC  such  amendments  (including   post-effective   amendments)  and
supplements  to a Registration  Statement and the prospectus  used in connection
with such Registration Statement as may be necessary in order to change the plan
of distribution set forth in such Registration Statement.

         (n) The Company  shall  comply with all  applicable  laws  related to a
Registration  Statement and offering and sale of securities  and all  applicable
rules and  regulations  of  governmental  authorities  in  connection  therewith
(including, without limitation, the Securities Act and the Exchange Act).

         (o) From and after the date of this  Agreement,  the Company shall not,
and shall not agree to,  allow the holders of any  securities  of the Company to
include any of their  securities  which are not  Registrable  Securities  in the
Registration  Statement under Section 2(a) hereof or any amendment or supplement
thereto  under  Section  3(b)  hereof  without  the  consent of the holders of a
majority in interest of the Registrable Securities.

         4. OBLIGATIONS OF THE INVESTORS. In connection with the registration of
the Registrable Securities, the Investors shall have the following obligations:

         (a) It shall be a condition precedent to the obligations of the Company
to complete  the  registration  pursuant to this  Agreement  with respect to the
Registrable Securities of a particular Investor that such Investor shall furnish
to the Company such information  regarding  itself,  the Registrable  Securities
held by it and the intended method of disposition of the Registrable  Securities
held by it as shall be reasonably  required to effect the  registration  of such
Registrable  Securities and shall execute such documents in connection with such
registration as the Company may reasonably  request.  At least five trading days
prior to the first anticipated  filing date of the Registration  Statement,  the
Company shall notify each Investor of the information the Company  requires from
each such Investor.

         (b) Each Investor,  by such  Investor's  acceptance of the  Registrable
Securities,  agrees to cooperate with the Company as reasonably requested by the
Company  in  connection  with the  preparation  and  filing of any  Registration

                                      -7-
<PAGE>

Statement  pursuant to this  Agreement  under which such Investor has elected to
include any of such Investor's Registrable Securities.

         (c) Each  Investor  agrees  that,  upon  receipt of any notice from the
Company of the  happening of any event of the kind  described  in Section  3(e),
such Investor will immediately discontinue disposition of Registrable Securities
pursuant to the  Registration  Statement  covering such  Registrable  Securities
until  such  Investor's  receipt of the  copies of the  supplemented  or amended
prospectus contemplated by Section 3(e) and, if so directed by the Company, such
Investor shall deliver to the Company (at the expense of the Company) or destroy
(and deliver to the Company a  certificate  of  destruction)  all copies in such
Investor's  possession,  of the prospectus covering such Registrable  Securities
current at the time of receipt of such notice.  Notwithstanding  anything to the
contrary,  subject to compliance with  applicable  laws, the Company shall cause
the transfer agent for the Registrable  Securities to deliver  unlegended shares
of Common Stock to a transferee of an Investor in  accordance  with the terms of
the Notes and Warrants in  connection  with any sale of  Registrable  Securities
with  respect to which such  Investor has entered into a contract for sale prior
to receipt of such notice and for which such Investor has not yet settled.

     5.  EXPENSES  OF  REGISTRATION.  All  reasonable  expenses  incurred by the
Company or the Investors (but only for reasonable attorney's fees of one counsel
for the Investors) in connection with  registrations,  filings or qualifications
pursuant  to  Sections  2  and  3  above,  including,  without  limitation,  all
registration, listing and qualifications fees, printers and accounting fees, the
fees and disbursements of counsel for the Company, the fees and disbursements of
one counsel  selected  by the  Investors,  and the  underwriting  discounts  and
commissions,  shall be borne by the Company. In addition,  the Company shall pay
all of the  Investors'  reasonable  costs and  expenses  (including  legal fees)
incurred  in  connection  with the  enforcement  of the rights of the  Investors
hereunder.

     6. INDEMNIFICATION. In the event any Registrable Securities are included in
a Registration Statement under this Agreement:

         (a) To the extent  permitted by law, the Company will  indemnify,  hold
harmless and defend (i) each Investor who holds such Registrable Securities, and
(ii) the directors,  officers,  partners,  members, employees and agents of such
Investor and each person who controls any Investor within the meaning of Section
15 of the  Securities Act or Section 20 of the Exchange Act, if any,  (each,  an
"Investor  Indemnified  Person"),  against any joint or several losses,  claims,
damages,   liabilities  or  expenses   (collectively,   together  with  actions,
proceedings  or inquiries by any  regulatory  or  self-regulatory  organization,
whether commenced or threatened,  in respect thereof,  "Claims") to which any of
them may become  subject  insofar as such Claims arise out of or are based upon:
(i) any untrue  statement or alleged  untrue  statement of a material  fact in a
Registration  Statement or the omission or alleged  omission to state  therein a
material fact required to be stated or necessary to make the statements  therein
not  misleading,  (ii) any untrue  statement  or alleged  untrue  statement of a
material  fact  contained  in any  preliminary  prospectus  if used prior to the
effective  date  of such  Registration  Statement,  or  contained  in the  final
prospectus  (as  amended or  supplemented,  if the Company  files any  amendment
thereof or supplement  thereto with the SEC) or the omission or alleged omission
to state  therein  any  material  fact  necessary  to make the  statements  made
                                      -8-
<PAGE>

therein,  in light of the circumstances  under which the statements therein were
made, not misleading, or (iii) any violation or alleged violation by the Company
of the  Securities  Act, the Exchange  Act,  any other law,  including,  without
limitation,  any state  securities  law,  or any rule or  regulation  thereunder
relating to the offer or sale of the Registrable  Securities (the matters in the
foregoing  clauses (i) through  (iii) being  collectively  referred to herein as
"Violations").  Subject  to the  restrictions  set  forth in  Section  6(c) with
respect  to the  number  of legal  counsel,  the  Company  shall  reimburse  the
Investors and each other Investor Indemnified Person,  promptly as such expenses
are  incurred and are due and payable,  for any  reasonable  legal fees or other
reasonable  expenses  incurred  by  them in  connection  with  investigating  or
defending  any such Claim.  Notwithstanding  anything to the contrary  contained
herein, the indemnification  agreement contained in this Section 6(a): (i) shall
not apply to a Claim  arising out of or based upon a Violation  which  occurs in
reliance upon and in  conformity  with  information  furnished in writing to the
Company  by  such  Investor   Indemnified   Person  expressly  for  use  in  the
Registration Statement or any such amendment thereof or supplement thereto; (ii)
shall not apply to amounts paid in settlement of any Claim if such settlement is
effected  without the prior written consent of the Company,  which consent shall
not be  unreasonably  withheld;  and  (iii)  with  respect  to  any  preliminary
prospectus, shall not inure to the benefit of any Investor Indemnified Person if
the untrue  statement or omission of material fact contained in the  preliminary
prospectus was corrected on a timely basis in the prospectus, as then amended or
supplemented,  if such  corrected  prospectus  was timely made  available by the
Company pursuant to Section 3(c) hereof, and the Investor Indemnified Person was
promptly advised in writing not to use the incorrect prospectus prior to the use
giving rise to a Violation and such Investor Indemnified Person, notwithstanding
such  advice,  used it.  Such  indemnity  shall  remain in full force and effect
regardless of any investigation made by or on behalf of the Investor Indemnified
Person and shall  survive the  transfer  of the  Registrable  Securities  by the
Investors pursuant to Section 9 hereof.

         (b) In connection with any Registration  Statement in which an Investor
is  participating,  each such  Investor  agrees  severally  and not  jointly  to
indemnify,  hold harmless and defend,  to the same extent and in the same manner
set forth in Section  6(a),  the  Company,  each of its  directors,  each of its
officers who signs the Registration  Statement,  its employees,  agents and each
person, if any, who controls the Company within the meaning of Section 15 of the
Securities  Act or Section 20 of the  Exchange  Act,  and any other  stockholder
selling  securities  pursuant  to  the  Registration  Statement  or  any  of its
directors or officers or any person who  controls  such  stockholder  within the
meaning of the Securities Act or the Exchange Act (each, a "Company  Indemnified
Person"),  against any Claims to which any of them may become subject insofar as
such Claims  arise out of or are based upon any  Violation,  in each case to the
extent (and only to the extent) that such Violation  occurs in reliance upon and
in conformity with written information furnished to the Company by such Investor
expressly for use in connection with such Registration Statement; and subject to
Section 6(c) such Investor will reimburse any legal or other expenses  (promptly
as such  expenses are incurred and are due and payable)  reasonably  incurred by
them in connection  with  investigating  or defending any such Claim;  provided,
however,  that the indemnity  agreement contained in this Section 6(b) shall not
apply to amounts paid in settlement of any Claim if such  settlement is effected
without the prior written  consent of such Investor,  which consent shall not be
unreasonably withheld;  provided,  further,  however, that the Investor shall be
liable under this Agreement (including this Section 6(b) and Section 7) for only
that  amount as does not  exceed  the net  proceeds  actually  received  by such
                                      -9-
<PAGE>

Investor  as a result of the sale of  Registrable  Securities  pursuant  to such
Registration  Statement.  Such  indemnity  shall remain in full force and effect
regardless of any investigation made by or on behalf of such Company Indemnified
Person and shall  survive the  transfer  of the  Registrable  Securities  by the
Investors pursuant to Section 9 hereof. Notwithstanding anything to the contrary
contained herein, the  indemnification  agreement contained in this Section 6(b)
with respect to any preliminary prospectus shall not inure to the benefit of any
Company  Indemnified Person if the untrue statement or omission of material fact
contained in the  preliminary  prospectus was corrected on a timely basis in the
prospectus, as then amended or supplemented.

         (c) Promptly  after  receipt by any party  entitled to  indemnification
under this Section 6 of notice of the commencement of any action  (including any
governmental  action),  such  indemnified  party  shall,  if a Claim in  respect
thereof is to made against any indemnifying  party under this Section 6, deliver
to the indemnifying party a written notice of the commencement  thereof, and the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  party
similarly  noticed,  to assume  control  of the  defense  thereof  with  counsel
mutually  satisfactory  to the  indemnifying  party and the  indemnified  party;
provided,  however, that such indemnifying party shall not be entitled to assume
such  defense  and an  indemnified  party shall have the right to retain its own
counsel with the fees and expenses to be paid by the indemnifying  party, if, in
the  reasonable  opinion of counsel  retained  by the  indemnifying  party,  the
representation  by such counsel of the  indemnified  party and the  indemnifying
party would be  inappropriate  due to actual or potential  conflicts of interest
between such indemnified  party and any other party  represented by such counsel
in such proceeding or the actual or potential  defendants in, or targets of, any
such action include both the indemnified  party and the  indemnifying  party and
any  such  indemnified  party  reasonably  determines  that  there  may be legal
defenses  available to such  indemnified  party which are in conflict with those
available to such indemnifying  party. The indemnifying party shall pay for only
one separate legal counsel for the indemnified  parties,  and such legal counsel
shall be selected by Investors holding a majority in interest of the Registrable
Securities included in the Registration Statement to which the Claim relates (if
the parties  entitled to  indemnification  hereunder  are  Investor  Indemnified
Persons) or by the Company (if the parties entitled to indemnification hereunder
are Company Indemnified  Persons).  The failure to deliver written notice to the
indemnifying  party within a  reasonable  time of the  commencement  of any such
action  shall  not  relieve  such  indemnifying  party of any  liability  to the
indemnified  party  under  this  Section  6,  except  to  the  extent  that  the
indemnifying party is actually  prejudiced in its ability to defend such action.
The  indemnification  required  by  this  Section  6 shall  be made by  periodic
payments  of the  amount  thereof  during  the  course of the  investigation  or
defense,  as such expense,  loss, damage or liability is incurred and is due and
payable.

     7. CONTRIBUTION. To the extent any indemnification by an indemnifying party
is  prohibited  or limited by law,  the  indemnifying  party  agrees to make the
maximum contribution with respect to any amounts for which it would otherwise be
liable under Section 6 to the fullest extent  permitted by law as is appropriate
to reflect the relative fault of the  indemnifying  party,  on the one hand, and
the indemnified  party, on the other hand, with respect to the Violation  giving
rise to the applicable Claim; provided,  however, that (i) no contribution shall
be made  under  circumstances  where the maker  would not have been  liable  for
indemnification under the fault standards set forth in Section 6, (ii) no person
                                      -10-
<PAGE>

guilty of fraudulent  misrepresentation  (within the meaning of Section 12(f) of
the  Securities  Act)  shall be  entitled  to  contribution  from any  seller of
Registrable Securities who was not guilty of such fraudulent  misrepresentation,
and (iii) contribution  (together with any  indemnification or other obligations
under this Agreement) by any seller of Registrable  Securities  shall be limited
in amount to the net amount of proceeds received by such seller from the sale of
such Registrable Securities.

     8. REPORTS UNDER THE EXCHANGE  ACT. With a view to making  available to the
Investors the benefits of Rule 144  promulgated  under the Securities Act or any
other  similar  rule or  regulation  of the SEC that may at any time  permit the
Investors to sell  securities of the Company to the public without  registration
("Rule 144"), the Company agrees to:

         (a) file with the SEC in a timely  manner  and make and keep  available
all reports and other documents required of the Company under the Securities Act
and the Exchange Act so long as the Company remains subject to such requirements
(it being  understood that nothing herein shall limit the Company's  obligations
under  Section 4(c) of the  Securities  Purchase  Agreement)  and the filing and
availability  of such reports and other documents is required for the applicable
provisions of Rule 144; and

         (b)  furnish to each  Investor  so long as such  Investor  owns  Notes,
Warrants  or  Registrable  Securities,  promptly  upon  request,  (i) a  written
statement by the Company that it has complied with the reporting requirements of
Rule 144,  the  Securities  Act and the  Exchange  Act,  (ii) a copy of the most
recent  annual or  quarterly  report of the Company  and such other  reports and
documents so filed by the Company,  and (iii) such other  information  as may be
reasonably  requested to permit the Investors to sell such securities under Rule
144 without registration.


                                      -11-
<PAGE>

     9.  ASSIGNMENT  OF  REGISTRATION   RIGHTS.  The  rights  of  the  Investors
hereunder,  including  the  right  to  have  the  Company  register  Registrable
Securities pursuant to this Agreement, shall be automatically assignable by each
Investor to any  transferee of all or any portion of the Notes,  the Warrants or
the  Registrable  Securities  if: (a) the  Investor  agrees in writing  with the
transferee  or assignee to assign such rights,  and a copy of such  agreement is
furnished  to the Company  after such  assignment;  (b) the Company is furnished
with written notice of (i) the name and address of such  transferee or assignee,
and (ii) the securities with respect to which such registration rights are being
transferred or assigned; (c) following such transfer or assignment,  the further
disposition of such securities by the transferee or assignee is restricted under
the Securities Act and applicable  state  securities laws; (d) the transferee or
assignee  agrees in writing for the benefit of the Company to be bound by all of
the provisions  contained herein;  and (e) such transfer shall have been made in
accordance  with  the  applicable   requirements  of  the  Securities   Purchase
Agreement,  the  Notes  and  the  Warrants,  as  applicable.  In  addition,  and
notwithstanding anything to the contrary contained in this Agreement, the Notes,
the Warrants and the  Registrable  Securities may be pledged,  and all rights of
the Investors under this Agreement or any other agreement or document related to
the transactions contemplated hereby may be assigned, without further consent of
the Company,  to a bona fide pledgee in connection with an Investor's  margin or
brokerage account.

     10. AMENDMENT OF REGISTRATION  RIGHTS.  Provisions of this Agreement may be
amended and the  observance  thereof  may be waived  (either  generally  or in a
particular  instance and either  retroactively or  prospectively)  only with the
written  consent of the  Company and  Investors  who hold at least a majority in
interest of the  Registrable  Securities  or, in the case of a waiver,  with the
written consent of the party charged with the enforcement of any such provision;
provided,  however,  that no  consideration  shall be paid to an Investor by the
Company in connection  with an amendment  hereto unless each Investor  similarly
affected by such amendment  receives a pro-rata amount of consideration from the
Company.  Any amendment or waiver  effected in  accordance  with this Section 10
shall be binding upon each Investor and the Company.

     11. MISCELLANEOUS.

         (a) A  person  or  entity  is  deemed  to be a  holder  of  Registrable
Securities  whenever  such  person or entity  owns of  record  such  Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two or more  persons  or  entities  with  respect  to the  same
Registrable  Securities,  the Company shall act upon the basis of  instructions,
notice  or  election  received  from the  registered  owner of such  Registrable
Securities.

         (b) Any notices  required or  permitted  to be given under the terms of
this  Agreement  shall be sent by certified or registered  mail (return  receipt
requested),  or  by a  nationally  recognized  overnight  delivery  service,  or
delivered  personally  or by  courier  or by  confirmed  telecopy,  and shall be
effective  five (5) days after being placed in the mail, if mailed  certified or
registered  mailed,  or one (1) day  after  being  delivered  to the  nationally
recognized  overnight  delivery  service,  if delivered in such manner,  or upon
receipt  or  refusal  of  receipt,  if  delivered  personally  or by  courier or
confirmed  telecopy,  in each case addressed to a party.  The addresses for such
communications shall be:

                                      -12-
<PAGE>

                  (i) 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

                                    with a copy simultaneously transmitted by
                                    like means to:

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

                  (ii) if to any  Investor,  at such  address  as such  Investor
         shall have provided in writing to the Company, or at such other address
         as each such party  furnishes by notice given in  accordance  with this
         Section 11(b).

         (c)  Failure of any party to  exercise  any right or remedy  under this
Agreement or otherwise,  or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

         (d) This  Agreement  shall be governed by and  construed in  accordance
with the laws of the State of Delaware  applicable  to contracts  made and to be
performed  in the State of  Delaware.  The Company  irrevocably  consents to the
jurisdiction of the United States federal courts and the state courts located in
the State of Delaware in any suit or  proceeding  based on or arising under this
Agreement  and  irrevocably  agrees  that all  claims in respect of such suit or
proceeding may be determined in such courts. The Company  irrevocably waives the
defense of an inconvenient  forum to the maintenance of such suit or proceeding.
The Company  further agrees that service of process upon the Company,  mailed by
first class mail shall be deemed in every respect  effective  service of process
upon the Company in any such suit or proceeding. Nothing herein shall affect the
Investors'  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.

         (e) This Agreement,  the Securities  Purchase Agreement  (including all
schedules  and  exhibits  thereto),  the  Notes,  the  Warrants  and  the  other
Transaction  Documents  constitute the entire agreement among the parties hereto
with  respect  to  the  subject   matter  hereof  and  thereof.   There  are  no
restrictions,  promises, warranties or undertakings,  other than those set forth
                                      -13-
<PAGE>

or referred to herein and  therein.  This  Agreement,  the  Securities  Purchase
Agreement, the Notes, the Warrants and the other Transaction Documents supersede
all prior agreements and understandings among the parties hereto with respect to
the subject matter hereof and thereof.

         (f) Subject to the  requirements  of Section 9 hereof,  this  Agreement
shall inure to the benefit of and be binding upon the  successors and assigns of
each of the parties hereto.

         (g) The headings in this  Agreement  are for  convenience  of reference
only and shall not limit or otherwise affect the meaning hereof.

         (h) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which shall  constitute one and the
same agreement.  This Agreement,  once executed by a party,  may be delivered to
the other party hereto by  facsimile  transmission  of a copy of this  Agreement
bearing the signature of the party so delivering this Agreement.

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

         (j) All consents,  approvals and other determinations to be made by the
Investors  pursuant to this Agreement  shall be made by the Investors  holding a
majority in interest of the Registrable  Securities  (determined as if Notes and
Warrants then  outstanding  had been converted into or exercised for Registrable
Securities) held by all Investors.

         (k) The  initial  number  of  Registrable  Securities  included  on any
Registration Statement and each increase to the number of Registrable Securities
included  thereon shall be allocated  pro rata among the Investors  based on the
number  of  Registrable  Securities  held by each  Investor  at the time of such
establishment  or  increase,  as the case may be (except as to any  Investor who
does  not  elect  to  include  any of  such  Investor's  Registrable  Securities
thereunder).  In the event an Investor  shall sell or otherwise  transfer any of
such holder's Registrable  Securities,  each transferee shall be allocated a pro
rata portion of the number of Registrable  Securities included on a Registration
Statement  for such  transferor.  Any  shares  of  Common  Stock  included  on a
Registration  Statement and which remain allocated to any person or entity which
does not hold any  Registrable  Securities  shall be allocated to the  remaining
Investors, pro rata based on the number of shares of Registrable Securities then
held by such  Investors.  For the avoidance of doubt,  the number of Registrable
Securities held by any Investor shall be determined as if all Notes and Warrants
then outstanding were converted into or exercised for Registrable Securities.

         (l) Each party to this Agreement has  participated  in the  negotiation
and  drafting of this  Agreement.  As such,  the  language  used herein shall be
deemed to be the language  chosen by the parties  hereto to express their mutual
intent, and no rule of strict  construction will be applied against any party to
this Agreement.

                                      -14-
<PAGE>

         (m) For purposes of this  Agreement,  the term "business day" means any
day other than a Saturday or Sunday or a day on which  banking  institutions  in
the  State  of New  York are  authorized  or  obligated  by law,  regulation  or
executive order to close,  and the term "trading day" means any day on which the
principal  securities  exchange or trading market where the Common Stock is then
listed or traded, is open for trading.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]











                                      -15-
<PAGE>
         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed as of the date first above written.

P-COM, INC.


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

INITIAL INVESTOR:

DMG LEGACY FUND LLC


By:         /s/ Andrew Wilder
------------------------------------
Name:    Andrew Wilder
Title:   Chief Financial Officer


<PAGE>

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

P-COM, INC.


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

INITIAL INVESTOR:

DMG LEGACY INSTITUTIONAL FUND LLC


By:         /s/ Andrew Wilder
-------------------------------------
Name:    Andrew Wilder
Title:   Chief Financial Officer


<PAGE>
         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed as of the date first above written.

P-COM, INC.


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

INITIAL INVESTOR:

DMG LEGACY INTERNATIONAL LTD.


By:         /s/ Andrew Wilder
-------------------------------------
Name:    Andrew Wilder
Title:   Chief Financial Officer

<PAGE>