June 9, 2005

George Roberts
Ash Canyon Ranch
2260 Mescal Road
Benson, AZ 85602

      Re:   Termination of Employment and Continuity of Benefits Agreement

Dear George:

      You and P-Com,  Inc.  (the  "Company")  are parties to an  Employment  and
Continuity  of  Benefits  Agreement  dated May 31,  2001,  as  amended by letter
agreement  dated  April  28,  2003,  copies of which are  attached  hereto  (the
"Agreement").  This letter  agreement sets forth the terms and conditions  under
which the  Agreement  shall be  immediately  terminated  and  superseded  by the
arrangements detailed herein.

      In  consideration  for the terms and  conditions  contained in this letter
agreement,  the  Agreement  shall be  terminated  and  shall no longer be of any
further force or effect:

      1.    In  lieu of all  other  payments  due you  under  the  terms  of the
            Agreement,  including all  obligations  to issue you Common Stock of
            the  Company,  the  Company  shall  issue you a warrant to  purchase
            600,000 shares of Common Stock of the Company at a purchase price of
            $.30 per share, in  substantially  the form attached  hereto,  which
            warrant shall have a term of five years from the date hereof.

      2.    The  Company  will pay  your  medical  and  dental  COBRA  payments,
            including executive supplemental coverage known as ExecuCare, for so
            long as such  continued  coverage  is  allowed  under the  Company's
            contract  with its  medical  and dental  insurance  plan  carrier(s)
            ("Insurance  Termination  Date").  After the  Insurance  Termination
            Date, the Company shall arrange,  by  reimbursement,  through direct
            contract  with the  Company's  medical  and  dental  insurance  plan
            carrier(s),  or otherwise,  to provide the same level of medical and
            dental coverage,  including  ExecuCare,  to you for the remainder of
            your  natural  life.  The  parties  agree and  acknowledge  that the
            alternative selected will be the most cost effective  alternative to
            the  Company,  consistent  with the  requirement  that  the  Company
            maintain  the same  coverage to you as  currently  exists  under the
            Agreement.

      In the event that Company  defaults in any of its  obligations  hereunder,
the Company  acknowledges  that you will have the right to immediate  payment of
all unpaid  obligations  and the right to assert all  claims  under this  letter
agreement.


<PAGE>


Mr. George Roberts
June 9, 2005
Page 2


      This letter  agreement  constitutes the entire  agreement  between you and
Company with respect to the subject matter hereof,  and subject to the terms and
conditions  set forth  herein,  supersedes  the Agreement and all other prior or
contemporaneous   agreements  between  you  and  Company  relating  thereto.  By
executing  this  letter  agreement  below,  you  agree to  release  and  forever
discharge the Company from any and all claims and liability under the Agreement,
whether  as an  employee  or  otherwise,  arising  on or before the date of this
letter  agreement  (the  "Release"),  and that  the  agreements  of the  Company
hereunder shall constitute  adequate  consideration  for the Release granted the
Company under the terms of this Letter Agreement. This letter agreement shall be
construed and enforced in accordance  with and governed by the laws of the State
of California, without regard to the choice of law provisions thereof.

      If you agree that this letter  accurately  sets forth our  agreement as to
the matters set forth herein,  please indicate your acceptance by signing in the
space set forth below, and returning a copy hereof to Company.

                                   Sincerely,

                                   P-COM, INC.


                                   By:/s/ Daniel W. Rumsey
                                      ----------------------------
                                      Daniel W. Rumsey
                                      Chief Restructuring Officer

ACCEPTED AND AGREED TO
AS OF THE DATE HEREOF:


/s/ George Roberts
------------------
George Roberts