VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 3, 2008
         (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: October 3, 2003


                                   P-COM, INC.
                        SERIES C-2 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 initial exercise
price per share equal to $0.18, which shall automatically  increase to $0.22 per
share  eighteen  (18)  months  after the Issue  Date (as  defined  herein)  (the
"EXERCISE  PRICE").  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 September __, 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  12 hereof)  pursuant  to Section 12
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

                                       2
<PAGE>

Cashless Exercise), and the Company fails for any reason to deliver, on or prior
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(k)(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 later of (a) date of
initial  issuance of this  Warrant  (the  "ISSUE  DATE") or (b) such time as the
Company's stockholders have approved an amendment to its Restated Certificate of
Incorporation  to increase the number of authorized  shares of Common Stock from
69,000,000  to at least  600,000,000  shares,  but in no event later than ninety
(90) days following the Issue Date; provided, however, that in the event the SEC
conducts a full review of the  preliminary  proxy  statement filed in connection
with the Company soliciting proxies to approve the Amendment, such period may be
extended,  if  reasonably  necessary,  by an  additional  thirty  (30) days (the
"AMENDMENT  DATE")  and ending at 5:00  p.m.,  New York City time,  on the fifth
anniversary  of the later of the Issue Date or the Amendment Date (the "EXERCISE
PERIOD"). The Exercise Period shall automatically be extended (i) 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, and (ii) in the event that
the holder is prevented from  exercising all or any portion of this Warrant as a
result of the  limitations  on exercise set forth in Section 7(g) hereof,  until
the forty-fifth  (45th)  business day following such  limitations on exercise no
longer restricting the exercise in full of this Warrant.

         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

                                       3
<PAGE>

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 the OTC
Electronic   Bulletin   Board  (the  "OTC")  or  the  Bulletin   Board  Exchange
(collectively,  with the OTC, the "BULLETIN BOARD") or 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 to time  issuable  upon the  exercise of this  Warrant;  and the
Company shall so list on the Bulletin Board or on each such 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 the  Bulletin  Board or 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
<PAGE>

4. Adjustment 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.  If, at any time after
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 Net Consideration Per Share (as
defined herein) less than the Exercise Price in effect immediately prior to such
issuance or sale (such  issuance or sale, a "DILUTIVE  ISSUANCE"),  then in each
such case the Exercise Price shall,  simultaneously  with such issuance or sale,
be adjusted in accordance with the following formula:


                 AEP=      E x    O+P/E
                                 -------
                                  CSDO

where:

         AEP      = the adjusted Exercise Price;
         E        = the Exercise Price on (a) for purposes any private  offering
                  of securities  under Section 4(2) of the  Securities  Act, the
                  date that the Company enters into legally  binding  definitive
                  agreements  for the  issuance of such Common Stock and (b) for
                  purposes of any other such issuance of Common Stock,  the date
                  of issuance thereof;
         O        = the number of shares of Common Stock outstanding immediately
                  prior   to  the   Dilutive   Issuance;   P  =  the   aggregate
                  consideration,  calculated  as set  forth in this  Section  4,
                  received by the Corporation upon such Dilutive Issuance; and
         CSDO     =  the  total  number  of  shares  of  Common  Stock  actually
                  outstanding (after giving effect to the Dilutive Issuance, and
                  not  including  shares of Common Stock held in the treasury of
                  the Corporation),  plus in the case of any adjustment required
                  by  this  Section  4 due  to  the  issuance  of  Common  Stock
                  Equivalents,  the  maximum  total  number  of shares of Common
                  Stock   issuable   upon  the  exercise  of  the  Common  Stock
                  Equivalents  for which the  adjustment is required  (including
                  any  Common  Stock   issuable  upon  the   conversion  of  any
                  convertible  securities  issuable  upon the  exercise  of such
                  Common Stock Equivalents),  as of the date of issuance of such
                  Common Stock Equivalents.

Notwithstanding  the  foregoing,  no  adjustment  shall be made pursuant to this
Section  4(a) if such  adjustment  would  result in an increase in the  Exercise
Price.


                  (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

                                       5
<PAGE>

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 or acquiring entity (if other than the
Company) and, if an entity different from the successor or acquiring entity, the
entity whose securities into which the Common Stock shall become  convertible or
exchangeable in such transaction,  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
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.


                                       6
<PAGE>

                  (e)  Registration  Statement  Delay.  In the  event  that  the
registration  statement (the "REGISTRATION  Statement")  required to be filed by
the Company pursuant to Section 2(a) of the  Registration  Rights Agreement (the
"REGISTRATION  RIGHTS AGREEMENT"),  dated as of the Issue Date, by and among the
Company and the initial holders of the Company's Series C Convertible  Preferred
Stock  (the  "SERIES  C  PREFERRED  STOCK")  is not  declared  effective  by the
Securities and Exchange  Commission by the Registration  Deadline (as defined in
the  Registration  Rights  Agreement),  then for each 30-day  period (or portion
thereof) following the Registration Deadline in which the Registration Statement
has not been  declared  effective,  the  Exercise  Price  shall be  adjusted  in
accordance with the following formula:

         AEP= E- ((D/30)(E)(.10))

where:

         AEP      = the adjusted Exercise Price;
         E        = the  Exercise  Price  on  (a)  in the  case  of the  initial
                  adjustment  to the  Exercise  Price  pursuant to this  Section
                  4(e),  the  Registration  Deadline and (b) for purposes of any
                  subsequent  adjustment,  the  date of the  most  recent  prior
                  adjustment  under this Section 4(e) (the  "ADJUSTMENT  DATE");
                  and
         D        = the number of calendar days elapsed since (a) in the case of
                  the initial  adjustment to the Exercise Price pursuant to this
                  Section 4(e), the  Registration  Deadline and (b) for purposes
                  of any subsequent adjustment, the most recent Adjustment Date.

                  (f)  Adjustment in Number of Shares.  Upon each  adjustment of
the Exercise  Price pursuant to the provisions of this Section 4 (except for any
adjustment  pursuant  to Section  4(e)),  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.

                  (g) 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

                                       7
<PAGE>

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.

                           (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(g)(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(g)(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 in accordance with the reasonable  judgment
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 Series C Preferred Stock or exercise of the Warrants
or upon any adjustment to the conversion  price of the Series C Preferred  Stock
or the  exercise  price of the  Warrants;  (D) the  issuance  of  securities  in
connection with strategic business  partnerships or joint ventures,  the primary

                                       8
<PAGE>

purpose of which, in the reasonable  judgment of the Board of Directors,  is not
to raise  additional  capital;  (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;  or (F) the issuance of any shares of Series
C Preferred Stock or Warrants to additional purchasers in one or more additional
closings  consummated  prior to the  filing of the  Registration  Statement,  as
contemplated by Section 1(b) of the Securities Purchase Agreement.

         (h)  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.

         (i) 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 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

                                       9
<PAGE>

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.

         (j) 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(h) 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.

         (k) 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.

                  (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
Bulletin  Board 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 Bulletin Board 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 other  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.


                                       10
<PAGE>

                  (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) "PRICE  ADJUSTMENT  APPROVAL"  means the  approval  of the
Company's stockholders of the anti-dilution and other  conversion/exercise price
adjustments  contained  in the Series C  Preferred  Stock and the  Warrants,  as
required by Article VII, Section 8 of the Company's Bylaws

                  (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.

         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

                                       11
<PAGE>

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.

                  (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


                                       12
<PAGE>

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 9.999% 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 (considered  separately
as a single class  without  giving  effect to Article XI of the  Certificate  of
Designation,  Preferences and Rights Certificate of Designation, Preferences and
Rights of the Series C Preferred Stock) and the holder hereof shall approve,  in
writing, such alteration,  amendment,  deletion or change; provided, however, no
such alteration, amendment, deletion or change shall be effective until the 61st
day  following  the later of the vote of the holders of the Common  Stock or the
approval of the holder hereof.

         8. Redemption of Warrants.

                  (a) If, at any time  after  thirty-six  (36)  months  from the
Issue Date, all of the Required Conditions (as defined below) are satisfied,  at
the  option of the  Company  exercised  by the  delivery  of  written  notice (a
"MANDATORY  REDEMPTION  NOTICE")  to all  holders of  Warrants,  the Company may
purchase  for  cash  any or all of the then  outstanding  Warrants  held by such
holder for $0.001 per share of Common Stock  issuable  upon  conversion  of such
Warrants (the "COMPANY  REDEMPTION  AMOUNT") pursuant to the procedure set forth
in Section 8(c) below.

                  (b) The "REQUIRED CONDITIONS" shall consist of the following:

                           (i) the Market  Price of the Common Stock for the ten
(10)  consecutive  trading  days prior to delivery of the  Mandatory  Redemption
Notice equals or exceeds $0.44 (as adjusted for stock splits, stock dividends or
similar events);

                           (ii)  the  Registration  Statement  shall  have  been
declared  effective by the United States Securities and Exchange  Commission and
continues  to be effective up through and  including  the date of the  Mandatory
Redemption  contemplated by this Section 8 (it being understood that the Company
shall comply with its  obligations  under Article 3 of the  Registration  Rights
Agreement relating to the effectiveness of such registration statement); and

                           (iii)  all  shares  of  Common  Stock  issuable  upon
exercise of the Warrants are then (a) authorized and reserved for issuance,  (b)
registered under the Securities Act of 1933, as amended (the "SECURITIES  ACT"),
for resale by the holders and (c) listed or traded on the  Bulletin  Board,  the
Nasdaq National Market or any other national exchange.

                  (c) Within five (5)  business  days  following  receipt of the
Mandatory  Redemption  Notice,  each such holder shall (i) notify the Company of
its intention to exercise all or a portion of its Warrant,  which exercise shall
be effected in accordance with the procedures set forth in Section 1 hereof,  or
(ii)  deliver to the Company  such  holder's  Warrant (or  evidence of the loss,
theft,  destruction or mutilation thereof in accordance with Section 7(c) of the
Warrant) for  redemption by the Company.  Upon receipt of a Warrant (or evidence
of the loss,  theft,  destruction or mutilation  thereof) from any given holder,
the Company shall promptly,  but in any event within two business days following
such receipt,  pay to such  Purchaser in cash the aggregate  Company  Redemption
Amount to which such Purchaser is entitled pursuant to this Section 8.


                                       13
<PAGE>

                  (d) Notwithstanding anything to the contrary set forth in this
Section 8, if, at the time of the delivery of the Mandatory Redemption Notice, a
holder is prohibited from exercising its Warrant in full and immediately selling
all of the  Common  Stock  received  upon such  exercise,  then  such  Mandatory
Redemption  Notice  shall be deemed to apply only to that portion of the Warrant
that may be  exercised  for Common  Stock that can be  immediately  sold at such
time,  and the portion of the Warrant not so redeemed shall remain in full force
and effect and exercisable in accordance with its terms.

         9. Redemption of Warrant by Holder.

                  (a) In the  event  that the  Company's  stockholders  have not
granted the Price Adjustment Approval within ninety (90) days of the Issue Date;
provided,  however,  that in the event  the SEC  conducts  a full  review of the
preliminary  proxy  statement  filed in connection  with the Company  soliciting
proxies to approve the  Amendment,  such period may be extended,  if  reasonably
necessary,  by an additional thirty (30) days, then at the option of each holder
of the  Warrants  exercised  by the  delivery of written  notice (a  "REDEMPTION
NOTICE") to the Company,  such holder may require the Company  purchase for cash
any or all of the then  outstanding  Warrants  held by such holder for an amount
(the  "REDEMPTION  AMOUNT")  equal to the value of the  Warrants  to be redeemed
derived using the  Black-Scholes  formula (using  Bloomberg),  assuming that the
volatility of the Company's  Common Stock equals 60% and the risk-free  interest
rate equals 5% per annum.

                  (b) If the  Company  fails to pay any  holder  the  Redemption
Amount with  respect to any  Warrant  within  five (5)  business  days after its
receipt of a  Redemption  Notice,  then the holder of the  Warrant  entitled  to
redemption shall be entitled to interest on the Redemption Amount at a per annum
rate equal to the lower of  twenty-four  percent (24%) and the highest  interest
rate permitted by applicable law from the date on which the Company receives the
Redemption Notice until the date of payment of the Redemption Amount hereunder.

         10. 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.

         11.  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
initial addresses for such  communications  shall be as follows,  and each party
shall provide notice to the other parties of any change in such party's address:

         (a) If to the Company:


                                       14
<PAGE>

                           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 11.

         12. Cashless Exercise.  At any time during the Exercise Period at which
the  Registration  Statement is not effective,  this Warrant may be exercised 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.

         13.  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  13, 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.

         14. 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 exclusive  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  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.


                                       15
<PAGE>

                  (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]



                                       16
<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  12 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.