<PAGE>

                                                                    Exhibit 4.10



                                  P-COM, INC.

                                      and

                              FLEET NATIONAL BANK
                           (f/k/a BANKBOSTON, N.A.)

                                (Rights Agent)

                     AMENDED AND RESTATED RIGHTS AGREEMENT

                         DATED AS OF JANUARY 24, 2001
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                  Page
                                                                                                                  ----
<S>                                                                                                               <C>
Section 1.     Certain Definitions................................................................................   1
Section 2.     Appointment of Rights Agent........................................................................   6
Section 3.     Issue of Rights Certificates.......................................................................   6
Section 4.     Form of Rights Certificates........................................................................   8
Section 5.     Countersignature and Registration..................................................................   9
Section 6.     Transfer, Split-Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or
               Stolen Rights Certificates.........................................................................   9
Section 7.     Exercise of Rights; Purchase Price; Expiration Date of Rights......................................  10
Section 8.     Cancellation and Destruction of Rights Certificates................................................  12
Section 9.     Reservation and Availability of Preferred Stock....................................................  12
Section 10.    Preferred Stock Record Date........................................................................  13
Section 11.    Adjustment of Purchase Price, Number of Shares or Number of Rights.................................  14
Section 12.    Certificate of Adjusted Purchase Price or Number of Shares.........................................  21
Section 13.    Consolidation, Merger or Sale or Transfer of Assets or Earning Power...............................  22
Section 14.    Fractional Rights and Fractional Shares............................................................  24
Section 15.    Rights of Action...................................................................................  25
Section 16.    Agreement of Rights Holders........................................................................  26
Section 17.    Rights Certificate Holder Not Deemed a Stockholder.................................................  26
Section 18.    Concerning the Rights Agent........................................................................  27
Section 19.    Merger or Consolidation or Change of Name of Rights Agent..........................................  27
Section 20.    Duties of Rights Agent.............................................................................  28
Section 21.    Change of Rights Agent.............................................................................  30
Section 22.    Issuance of New Rights Certificates................................................................  31
Section 23.    Redemption and Termination.........................................................................  31
Section 24.    Exchange...........................................................................................  32
Section 25.    Notice of Certain Events...........................................................................  33
Section 26.    Notices............................................................................................  34
Section 27.    Supplements and Amendments.........................................................................  34
Section 28.    Successors.........................................................................................  35
Section 29.    Determinations and Actions by the Board of Directors...............................................  35
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>            <C>                                                                                                  <C>
Section 30.    Benefits of This Agreement.........................................................................  36
Section 31.    Severability.......................................................................................  36
Section 32.    Governing Law......................................................................................  36
Section 33.    Counterparts.......................................................................................  36
Section 34.    Descriptive Headings...............................................................................  36
</TABLE>

EXHIBITS

Exhibit A      Form of Amended and Restated Certificate of Designations of
               Series A Junior Participating Preferred Stock

Exhibit B      Form of Amended Rights Certificate

Exhibit C      Amended and Restated Summary of Rights to Purchase Shares of
               Series A Preferred Stock

                                      ii
<PAGE>

                     AMENDED AND RESTATED RIGHTS AGREEMENT
                     -------------------------------------

          THIS AMENDMENT AND RESTATEMENT (the "Agreement") OF THE RIGHTS
AGREEMENT dated as of October 1, 1997 and subsequently amended, between P-COM,
Inc., a Delaware corporation (the "Company") and Fleet National Bank (the
"Rights Agent") is made between the Company and the Rights Agent on this 24th
day of January, 2001 (the "Amendment Date").

                             W I T N E S S E T H:
                             --------------------

          WHEREAS, effective October 1, 1997 (the "Rights Dividend Declaration
Date"), the Board of Directors authorized and declared a distribution of one
Right (each, a "Right") for each share of Common Stock (as hereinafter defined)
of the Company outstanding as of the Close of Business (as hereinafter defined)
on November 3, 1997 (the "Record Date"), each Right then representing the right
to purchase one one-hundredth (1/100) of a share of Preferred Stock (as
hereinafter defined) upon the terms and subject to the conditions set forth in
that certain Rights Agreement dated as of October 1, 1997 between the Company
and Fleet National Bank, as amended (the "Rights Agreement"), and further
authorized and directed the issuance of one Right with respect to each share of
Common Stock that shall become outstanding between the Record Date and the
earliest of the Distribution Date, the Redemption Date or the Final Expiration
Date (as such terms are hereinafter defined); and

          WHEREAS, on December 18, 1998, the Board of Directors of the Company
and the Rights Agent amended and restated the Rights Agreement in its entirety
in order to provide, among other things, that each Right shall now represent the
right to purchase one ten-thousandth (1/10,000) of a share (a "Unit") of
Preferred Stock; and

          WHEREAS, on December 21, 1998, the Board of Directors of the Company
and the Rights Agent amended and restated the Rights Agreement in its entirety;
and

          WHEREAS, on July 13, 1999, the Board of Directors of the Company and
the Rights Agent further amended a portion of the Rights Agreement; and

          NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree to amend and restate that
certain Amended and Restated Rights Agreement between the Company and Fleet
National Bank, such amendment and restatement to be effective as of October 1,
1997 as follows:

          Section 1.  Certain Definitions. For purposes of this Agreement, the
                      -------------------
following terms have the meanings indicated:

     "Acquiring Person" shall mean (a) any Person (as such term is hereinafter
defined), other than the State of Wisconsin Investment Board (the "Wisconsin
Board") or Firsthand Capital Management, Inc., a California corporation
("Firsthand") or the Affiliates or Associates (as such terms are hereinafter
defined) of Firsthand or the Wisconsin Board, who or which Person, together with
all Affiliates and Associates of such Person, shall be the Beneficial Owner (as
such term is hereinafter defined) of 15% or more of the shares of Common Stock
of the Company

                                       1
<PAGE>

then outstanding, (b) the Wisconsin Board (a "Permitted Investor") if it,
together with all its Affiliates and Associates, shall be the Beneficial Owner
of more than 19.99% of the shares of Common Stock of the Company then
outstanding, or (c) Firsthand (also a "Permitted Investor"), if it, together
with all its Affiliates and Associates, shall be the Beneficial Owner of more
than 19.99% of the shares of Common Stock of the Company then outstanding; but
shall not include the Company, any Subsidiary (as such term is hereinafter
defined) of the Company, any employee benefit plan of the Company or any
Subsidiary of the Company, or any entity holding shares of Common Stock for or
pursuant to the terms of any such plan. Notwithstanding the foregoing:

          (i)    in determining whether a Person (or Affiliate or Associate of
     such Person) shall be deemed to be an Acquiring Person, the following
     shares of Common Stock shall not be counted: (A) shares of Common Stock
     that may be deemed to be Beneficially Owned by a Person (hereinafter a
     "Series B Purchaser") as a result of (1) entry into any of (x) that certain
     Securities Purchase Agreement for Series B Convertible Participating
     Preferred Stock (the "Series B Preferred") and Common Stock warrants by and
     among the Company and the purchasers listed therein, or (y) those certain
     respective Exchange Agreements dated June 4, 1999 between the Company and
     such respective purchasers ((x) and (y), each a "Securities Purchase
     Agreement"), or (2) any of the transactions contemplated by any Securities
     Purchase Agreement, or (3) the purchase from the Company of shares of
     Series B Preferred, Common Stock or warrants to purchase Common Stock
     issued, in each case, pursuant to any Securities Purchase Agreement
     ("Series B Warrants"); (B) shares of Common Stock that may be deemed to be
     Beneficially Owned by a transferee (to the extent contemplated by any
     Securities Purchase Agreement) of a Series B Purchaser as a result of such
     transferee's ownership of shares of Series B Preferred or Series B
     Warrants; and (C) shares of Common Stock that are Beneficially Owned by a
     Series B Purchaser (or such a transferee) upon conversion/exchange or
     exercise of, respectively, the Series B Preferred or the Series B Warrants.

          (ii)   no Person shall become an "Acquiring Person" as the result
     of an acquisition of shares of Common Stock by the Company which, by
     reducing the number of shares outstanding, (a) increases the proportionate
     number of shares beneficially owned by such Person to 15% or more of the
     shares of Common Stock of the Company then outstanding, or (b) in the case
     of a Permitted Investor, increases the proportionate number of shares
     beneficially owned by the Permitted Investor to more than 19.99% of the
     shares of Common Stock of the Company then outstanding; provided, however,
                                                             --------  -------
     that if a Person shall become the Beneficial Owner of 15% or more (or, in
     the case of a Permitted Investor, more than 19.99%) of the shares of Common
     Stock of the Company then outstanding by reason of share purchases by the
     Company and shall, after such share purchases by the Company, become the
     Beneficial Owner of any additional shares of Common Stock of the Company,
     then such Person shall be deemed to be an "Acquiring Person" hereunder; and

          (iii)  if the Board of Directors of the Company determines in good
     faith that a Person who would otherwise be an "Acquiring Person" as defined
     pursuant to the foregoing provisions of this paragraph (a), has become such
     inadvertently, and such

                                       2
<PAGE>

     Person divests as promptly as practicable a sufficient number of shares of
     Common Stock so that such Person would no longer be an "Acquiring Person"
     (as defined pursuant to the foregoing provisions of this paragraph (a)),
     then such Person shall not be deemed to be an "Acquiring Person" for any
     purpose of this Agreement.

          "Adjustment Shares" has the meaning set forth in Section 11(a)(ii).

          "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Exchange Act (as such term is hereinafter defined).

          "Amended and Restated Summary of Rights" shall have the meaning set
forth in Section 3(b) hereof.

          "Amendment Date" shall have the meaning set forth in the recitals to
this Agreement.

          A Person shall be deemed the "Beneficial Owner" of, and shall be
deemed to "beneficially own," any securities:

               (i)    which such Person or any of such Person's Affiliates or
     Associates beneficially owns, directly or indirectly, for purposes of
     Section 13(d) of the Exchange Act and Rule 13d-3 thereunder (or any
     comparable or successor law or regulation); or

               (ii)   which such Person or any of such Person's Affiliates or
     Associates, directly or indirectly, has (A) the right to acquire (whether
     such right is exercisable immediately or only after the passage of time)
     pursuant to any agreement, arrangement or understanding (whether or not in
     writing, other than customary agreements with and between underwriters and
     selling group members with respect to a bona fide public offering of
     securities), or upon the exercise of conversion rights, exchange rights,
     rights (other than the Rights), warrants or options, or otherwise;
     provided, however, that a Person shall not be deemed the Beneficial Owner
     --------  -------
     of, or to beneficially own, securities tendered pursuant to a tender or
     exchange offer made by or on behalf of such Person or any of such Person's
     Affiliates or Associates until such tendered securities are accepted for
     purchase or exchange; or (B) the right to vote pursuant to any agreement,
     arrangement or understanding; provided further, however, that a Person
     shall not be deemed the "Beneficial Owner" of, or to "beneficially own,"
     any security under this subparagraph (ii) as a result of an agreement,
     arrangement or understanding to vote such security if such agreement,
     arrangement or understanding: (x) arises solely from a revocable proxy
     given in response to a public proxy or consent solicitation made pursuant
     to, and in accordance with, the applicable provisions of the Exchange Act
     and the Exchange Act Regulations, and (y) is not reportable by such Person
     on Schedule 13D under the Exchange Act (or any comparable or successor
     report); or

               (iii)  which are beneficially owned, directly or indirectly, by
     any other Person (or any Affiliate or Associate thereof) with which such
     Person (or any of such Person's Affiliates or Associates) has any
     agreement, arrangement or understanding,
                                       3
<PAGE>

     (whether or not in writing, other than customary agreements with and
     between underwriters and selling group members with respect to a bona fide
     public offering of securities), for the purpose of acquiring, holding,
     voting (except to the extent contemplated by the proviso to subparagraph
     (ii) above) or disposing of any securities of the Company; provided,
                                                                --------
     however, that in no case shall an officer or director of the Company be
     -------
     deemed (A) the Beneficial Owner of any securities beneficially owned by
     another officer or director of the Company solely by reason of actions
     undertaken by such persons in their capacity as officers or directors of
     the Company or (B) the Beneficial Owner of securities held of record by the
     trustee of any employee benefit plan of the Company or any Subsidiary of
     the Company for the benefit of any employee of the Company or any
     Subsidiary of the Company, other than the officer or director, by reason of
     any influence that such officer or director may have over the voting of the
     securities held in the plan;

Notwithstanding anything in this definition of "Beneficial Owner" and
"beneficially own" to the contrary, the phrase "then outstanding," when used
with reference to a Person who is the Beneficial Owner of securities of the
Company, shall mean the number of such securities then issued and outstanding
together with the number of such securities not then actually issued and
outstanding which such Person would be deemed to beneficially own hereunder.

          "Business Day" shall mean any day other than a Saturday, a Sunday, or
a day on which banking institutions in The Commonwealth of Massachusetts or the
state in which the principal office of the Rights Agent is located are
authorized or obligated by law or executive order to close.

          "Close of Business" on any given date shall mean 5:00 P.M., Eastern
time, on such date; provided, however, that if such date is not a Business Day
                    --------  -------
it shall mean 5:00 P.M., Eastern time, on the next succeeding Business Day.

          "Common Stock" when used with reference to the Company shall mean the
shares of common stock, par value $.0001, of the Company.  "Common Stock" when
used with reference to any Person other than the Company shall mean the capital
stock (or other equity interest) with the greatest voting power of such other
Person or, if such other Person is a Subsidiary of another Person, the Person or
Persons which ultimately control such first-mentioned Person.

          "Company" shall have the meaning set forth in the recitals to this
Agreement.

          "current per share market price" shall have the meaning set forth in
Section 11(d)(i) hereof.

          "Current Value" shall have the meaning set forth in Section 11(a)(iii)
hereof.

          "Distribution Date" shall have the meaning set forth in Section 3(a)
hereof.

          "equivalent preferred shares" shall have the meaning set forth in
Section 11(b) hereof.

                                       4
<PAGE>

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

          "Exchange Act Regulations" shall mean the General Rules and
Regulations under the Exchange Act.

          "Expiration Date" shall have the meaning set forth in Section 7(a)
hereof.

          "Final Expiration Date" shall have the meaning set forth in Section
7(a) hereof.

          "NASDAQ" shall have the meaning set forth in Section 11(d) hereof.

          "Original Summary of Rights" shall have the meaning set forth in
Section 3(b) hereof.

          "Person" shall mean any individual, firm, corporation or other entity,
and shall include any successor (by merger or otherwise) of such entity.

          "Preferred Stock" shall mean shares of Series A Preferred Stock, par
value $.0001, of the Company having the rights and preferences set forth in the
form of amended and restated certificate of designations attached to this
Agreement as Exhibit A.

          "preferred stock equivalents" shall have the meaning set forth in
Section 11(a)(iii) hereof.

          "Purchase Price" shall have the meaning set forth in Section 7(b)
hereof.

          "Record Date" shall have the meaning set forth in the recitals to this
Agreement.

          "Redemption Date" shall have the meaning set forth in Section 7(a)
hereof.

          "Redemption Price" shall have the meaning set forth in Section 23(a)
hereof.

          "Right" shall have the meaning set forth in the recitals to this
Agreement.

          "Rights Agent" shall have the meaning set forth in the recitals to
this Agreement.

          "Rights Certificate" shall have the meaning set forth in Section 3(a)
hereof.

          "Rights Dividend Declaration Date" shall have the meaning set forth in
the recitals to this Agreement.

          "Section 11(a)(ii) Event" shall have the meaning set forth in Section
11(a)(ii) hereof.

          "Section 11(a)(ii) Trigger Date" shall have the meaning set forth in
Section 11(a)(iii) hereof.

          "Section 13 Event" shall have the meaning set forth in Section 13(a)
hereof.

                                       5
<PAGE>

          "Section 24(a) Exchange Ratio" has the meaning set forth in Section
24(a) hereof.

          "Securities Act" shall mean the Securities Act of 1933, as amended.

          "Shares Acquisition Date" shall mean the first date of public
announcement (which, for purposes of this definition, shall include, without
limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the
Company or an Acquiring Person that an Acquiring Person has become such.

          "Spread" shall have the meaning set forth in Section 11(a)(iii)
hereof.

          "Subsidiary" of any Person shall mean any corporation or other entity
of which a majority of the voting power of the voting equity securities or
equity interest is owned, directly or indirectly, by such Person.

          "Trading Day" shall have the meaning set forth in Section 11(d)(i)
hereof.

          "Triggering Event" shall mean any Section 11(a)(ii) Event or any
Section 13 Event.

          "Unit" shall have the meaning set forth in the recitals to this
Agreement.

          SECTION 2.  Appointment of Rights Agent. The Company hereby appoints
                      ---------------------------
the Rights Agent to act as agent for the Company in accordance with the terms
and conditions hereof, and the Rights Agent hereby accepts such appointment. The
Company may from time to time appoint such co-Rights Agents as it may deem
necessary or desirable, upon ten notice to the Rights Agent. The Rights Agent
shall have no duty to supervise, and in no event shall be liable for, the acts
or omissions of any such co-Rights Agent.

          SECTION 3.  Issue of Rights Certificates
                      ----------------------------

          (a) Until the earlier of (i) the Close of Business on the Shares
Acquisition Date (or if the Board so authorizes, by majority vote during such
20-day period, the Close of Business on the twentieth day after the Shares
Acquisition Date or at such earlier time as the Board designates) and (ii) the
Close of Business on the tenth Business Day (or such later date as may be
determined by action of the Company's Board of Directors prior to such time as
any Person becomes an Acquiring Person and of which the Company will give the
Rights Agent prompt written notice) after the date that a tender or exchange
offer by any Person (other than the Company, any Subsidiary of the Company, any
employee benefit plan of the Company or of any Subsidiary of the Company or any
entity holding shares of Common Stock for or pursuant to the terms of any such
plan) is first published or sent or given within the meaning of Rule 14d-4(a) of
the Exchange Act Regulations or any successor rule or of the first public
announcement of the intention of any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or of any
Subsidiary of the Company or any entity holding shares of Common Stock for or
pursuant to the terms of any such plan) to commence, a tender or exchange offer,
if upon consummation thereof such Person would be the Beneficial Owner of 15% or
more of the shares of Company Common Stock then outstanding (the earlier of (i)
and (ii) above being the "Distribution Date"), (x) the Rights will be evidenced
(subject to the provisions of

                                       6
<PAGE>

Section 3(b) hereof) by the certificates for shares of Common Stock registered
in the names of the holders thereof (which certificates shall also be deemed to
be Rights Certificates) and not by separate Rights Certificates, and (y) the
right to receive Rights Certificates will be transferable only in connection
with the transfer of shares of Common Stock. As soon as practicable after the
Distribution Date, the Company will notify the Rights Agent thereof and the
Company will prepare and execute, the Rights Agent will countersign, and the
Company will send or cause to be sent (and the Rights Agent will, if requested
and provided with all necessary information, send) by first-class, insured,
postage-prepaid mail, to each record holder of shares of Common Stock as of the
Close of Business on the Distribution Date, at the address of such holder shown
on the records of the Company, an Amended Rights Certificate, in substantially
the form of Exhibit B hereto (a "Rights Certificate"), evidencing one Right for
each share of Common Stock so held. As of the Distribution Date, the Rights will
be evidenced solely by such Rights Certificates.

          (b) On, or shortly after the Record Date, the Company sent a copy of a
summary of rights (the "Original Summary of Rights") to Purchase Preferred
Stock, to each record holder of shares of Common Stock as of the Close of
Business on the Record Date, at the address of such holder shown on the records
of the Company. Promptly after the date hereof, the Company will send a copy of
an amended and restated Summary of Rights in substantially the form of Exhibit C
hereto (the "Amended and Restated Summary of Rights"), to each record holder of
shares of Common Stock as of the Close of Business on a record date chosen by
the Board of Directors. With respect to certificates for shares of Common Stock
outstanding as of the Record Date, until the Distribution Date, the Rights will
be evidenced by such certificates registered in the names of the holders thereof
together with a copy of the Original Summary of Rights, or Amended and Restated
Summary of Rights, as the case may be, attached thereto. Until the Distribution
Date (or the Expiration Date), the surrender for transfer of any certificate for
shares of Common Stock outstanding on or after the Record Date, with or without
a copy of the Original Summary of Rights, or Amended and Restated Summary of
Rights attached thereto, shall also constitute the transfer of the Rights
associated with the shares of Common Stock represented thereby.

          (c) Certificates for shares of Common Stock which become outstanding
(including, without limitation, reacquired shares of Common Stock referred to in
the last sentence of this paragraph (c)) after the Amendment Date but prior to
the earlier of the Distribution Date and the Expiration Date shall have
impressed on, printed on, written on or otherwise affixed to them the following
legend:

          This certificate also evidences and entitles the holder hereof to
          certain rights as set forth in an Amended and Restated Rights
          Agreement between P-COM, INC. and FLEET NATIONAL BANK (the "Rights
          Agreement"), the terms of which are hereby incorporated herein by
          reference and a copy of which is on file at the principal executive
          offices of P-COM, INC. Under certain circumstances, as set forth in
          the Rights Agreement, such Rights will be evidenced by separate
          certificates and will no longer be evidenced by this certificate. P-
          COM, INC. will mail to the holder of this certificate a copy of the
          Rights Agreement without charge
<PAGE>

          after receipt of a written request therefor. Under certain
          circumstances, as set forth in the Rights Agreement, Rights issued to
          any Person who becomes an Acquiring Person (as defined in the Rights
          Agreement), whether currently held by or on behalf of such person or
          by any subsequent holder, may become null and void.

With respect to such certificates containing the foregoing legend, until the
earlier of the Distribution Date and the Expiration Date, the Rights associated
with the shares of Common Stock represented by such certificates shall be
evidenced by such certificates alone, and the surrender for transfer of any such
certificate shall also constitute the transfer of the Rights associated with the
shares of Common Stock represented thereby. In the event that the Company
purchases or acquires any shares of Common Stock after the Record Date but prior
to the Distribution Date, any Rights associated with such shares of Common Stock
shall be deemed cancelled and retired so that the Company shall not be entitled
to exercise any Rights associated with the shares of Common Stock which are no
longer outstanding.

          SECTION 4.  Form of Rights Certificates.
                      ---------------------------

          (a) The Rights Certificates (and the forms of election to purchase
Units of Preferred Stock and of assignment to be printed on the reverse thereof)
shall be substantially the same as Exhibit B hereto and may have such marks of
identification or designation and such legends, summaries or endorsements
printed thereon as the Company may deem appropriate (but which do not affect the
duties or responsibilities of the Rights Agent) and as are not inconsistent with
the provisions of this Agreement, or as may be required to comply with any
applicable law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any stock exchange or transaction reporting system on
which the Rights may from time to time be listed, or to conform to usage.
Subject to the provisions of Section 11 and Section 22 hereof, the Rights
Certificates shall entitle the holders thereof to purchase the number of Units
of Preferred Stock as shall be set forth therein at the price per Unit of
Preferred Stock set forth therein, but the number of such Units of Preferred
Stock and the Purchase Price shall be subject to adjustment as provided herein.

          (b) Any Rights Certificate issued pursuant hereto that represents
Rights beneficially owned by: (i) an Acquiring Person or any Associate or
Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or
of any such Associate or Affiliate) who becomes a transferee after the Acquiring
Person becomes such or (iii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee prior to or concurrently with
the Acquiring Person becoming such and receives such Rights pursuant to either
(A) a transfer (whether or not for consideration) from the Acquiring Person to
holders of equity interests in such Acquiring Person or to any Person with whom
such Acquiring Person has any continuing agreement, arrangement or understanding
regarding the transferred Rights or (B) a transfer which the Board of Directors
of the Company has determined is part of a plan, arrangement or understanding
which has as a primary purpose or effect avoidance of Section 7(e) hereof shall
contain (to the extent feasible) the following legend:

          The Rights represented by this Rights Certificate are or were
          beneficially owned by a Person who was or became an Acquiring

                                       8
<PAGE>

          Person or an Affiliate or Associate of an Acquiring Person (as such
          terms are defined in the Amended and Restated Rights Agreement between
          P-COM, INC. and FLEET NATIONAL BANK as Rights Agent(the "Rights
          Agreement"). Accordingly, this Rights Certificate and the Rights
          represented hereby may become null and void in the circumstances
          specified in Section 7(e) of the Rights Agreement.

          SECTION 5.  Countersignature and Registration.
                      ---------------------------------

          (a) The Rights Certificates shall be executed on behalf of the Company
by its Chairman of the Board, its President, any of its Vice Presidents, or its
Treasurer or Chief Financial Officer, either manually or by facsimile signature,
shall have affixed thereto the Company's seal or a facsimile thereof, and shall
be attested by the Secretary or an Assistant Secretary of the Company, either
manually or by facsimile signature. The Rights Certificates shall be manually
countersigned by the Rights Agent and shall not be valid for any purpose unless
countersigned. In case any officer of the Company who shall have signed any of
the Rights Certificates shall cease to be such officer of the Company before
countersignature by the Rights Agent and issuance and delivery by the Company,
such Rights Certificates, nevertheless, may be countersigned by the Rights Agent
and issued and delivered by the Company with the same force and effect as though
the person who signed such Rights Certificates had not ceased to be such officer
of the Company; and any Rights Certificate may be signed on behalf of the
Company by any person who, at the actual date of the execution of such Rights
Certificate, shall be a proper officer of the Company to sign such Rights
Certificate, although at the date of the execution of this Agreement any such
person was not such an officer.

          (b) Following the Distribution Date and receipt by the Rights Agent of
all relevant information, the Rights Agent will keep or cause to be kept, at its
office designated for such purpose, books for registration and transfer of the
Rights Certificates issued hereunder. Such books shall show the names and
addresses of the respective holders of the Rights Certificates, the number of
Rights evidenced on its face by each of the Rights Certificates and the date of
each of the Rights Certificates.

          SECTION 6.  Transfer, Split-Up, Combination and Exchange of Rights
                      ------------------------------------------------------
Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates.
----------------------------------------------------------------------

          (a) Subject to the provisions of Sections 4(b), 7(e) and 14 hereof, at
any time after the Close of Business on the Distribution Date, and at or prior
to the Close of Business on the Expiration Date, any Rights Certificate or
Rights Certificates may be transferred, split up, combined or exchanged for
another Rights Certificate or Rights Certificates, entitling the registered
holder to purchase a like number of Units of Preferred Stock (or, following a
Triggering Event, other securities, cash or other assets, as the case may be) as
the Rights Certificate or Rights Certificates surrendered then entitled such
holder to purchase.  Any registered holder desiring to transfer, split up,
combine or exchange any Rights Certificate or Rights Certificates shall make
such request in writing delivered to the Rights Agent, and shall surrender the
Rights Certificate or Rights Certificates to be transferred, split up, combined
or exchanged at the office of the Rights Agent designated for such purpose.
Neither the Rights

                                       9
<PAGE>

Agent nor the Company shall be obligated to take any action whatsoever with
respect to the transfer of any such surrendered Rights Certificate until the
registered holder shall have properly completed and signed the certificate
contained in the form of assignment on the reverse side of such Rights
Certificate and shall have provided such additional evidence of the identity of
the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates
thereof as the Company or the Rights Agent shall reasonably request. Thereupon
the Rights Agent shall, subject to Sections 4(b), 7(e) and 14 hereof,
countersign and deliver to the person entitled thereto a Rights Certificate or
Rights Certificates, as the case may be, as so requested. The Company may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer, split up, combination or
exchange of Rights Certificates.

          (b) Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a Rights Certificate, and, in case of loss, theft or destruction, of indemnity
or security satisfactory to them, and, at the Company's request, reimbursement
to the Company and the Rights Agent of all reasonable expenses incidental
thereto, and upon surrender to the Rights Agent and cancellation of the Rights
Certificate if mutilated, the Company will make and deliver a new Rights
Certificate of like tenor to the Rights Agent for delivery to the registered
holder in lieu of the Rights Certificate so lost, stolen, destroyed or
mutilated.

          SECTION 7.  Exercise of Rights; Purchase Price; Expiration Date of
                      ------------------------------------------------------
Rights.
------
          (a) Except as provided in Sections 23(c) and 7(e), the registered
holder of any Rights Certificate may exercise the Rights evidenced thereby
(except as otherwise provided herein) in whole or in part at any time after the
Distribution Date upon surrender of the Rights Certificate, with the form of
election to purchase and certification on the reverse side thereof duly
executed, to the Rights Agent at the office of the Rights Agent designated for
such purpose, together with payment of the Purchase Price for each Unit of
Preferred Stock as to which the Rights are exercised, at or prior to the
earliest of (i) the Close of Business on October 1, 2007 (the "Final Expiration
Date"), (ii) the time at which the Rights are redeemed as provided in Section 23
hereof (the "Redemption Date"), or (iii) the time at which such Rights are
exchanged as provided in Section 24 hereof (the earlier of (i), (ii) and (iii)
being the "Expiration Date").

          (b) The purchase price (the "Purchase Price") for each Unit of
Preferred Stock pursuant to the exercise of a Right shall initially be $125,
shall be subject to adjustment from time to time as provided in Sections 11 and
13 hereof and shall be payable in lawful money of the United States of America
in accordance with paragraph (c) below.

          (c) Upon receipt of a Rights Certificate representing exercisable
Rights, with the form of election to purchase duly executed, accompanied by
payment of the Purchase Price for the number of Units of Preferred Stock (or
other securities or property, as the case may be) to be purchased and an amount
equal to any applicable transfer tax required to be paid by the holder of such
Rights Certificate in accordance with Section 9 hereof in cash, or by certified
check or cashier's check payable to the order of the Company, the Rights Agent
shall, subject to Section 20(k) hereof, thereupon promptly (i) (A) requisition
from any transfer agent of the Preferred Stock (or make available, if the Rights
Agent is the transfer agent for the Preferred

                                      10
<PAGE>

Stock) a certificate or certificates for the number of Units of Preferred Stock
to be purchased and the Company hereby irrevocably authorizes its transfer agent
to comply with all such requests or (B) if the Company shall have elected to
deposit the total number of Units of Preferred Stock issuable upon exercise of
the Rights hereunder with a depositary agent, requisition from the depositary
agent of a depositary receipt or depositary receipts representing such number of
Units of Preferred Stock as are to be purchased (in which case certificates for
the Units of Preferred Stock represented by such receipt or receipts shall be
deposited by the transfer agent with the depositary agent) and the Company
hereby directs the depositary agent to comply with such request, (ii) when
appropriate, requisition from the Company the amount of cash to be paid in lieu
of issuance of fractional shares in accordance with Section 14 hereof, (iii)
after receipt of such certificates or depositary receipts, cause the same to be
delivered to or upon the order of the registered holder of such Rights
Certificate, registered in such name or names as may be designated by such
holder and (iv) when appropriate, after receipt thereof, deliver such cash to or
upon the order of the registered holder of such Rights Certificate. The payment
of the Purchase Price (as such amount may be reduced (including to zero)
pursuant to Section 11(a)(iii) hereof) may be made in cash or by certified bank
check or bank draft payable to the order of the Company. In the event that the
Company is obligated to issue other securities of the Company, pay cash and/or
distribute other property pursuant to Section 11(a) hereof, the Company will
make all arrangements necessary so that such other securities, cash and/or other
property are available for distribution by the Rights Agent, if and when
necessary to comply with this Agreement.

          (d) In case the registered holder of any Rights Certificate shall
exercise less than all the Rights evidenced thereby, a new Rights Certificate
evidencing a number of Rights equivalent to the number of Rights remaining
unexercised shall be issued by the Rights Agent to the registered holder of such
Rights Certificate or to such registered holder's duly authorized assigns,
subject to the provisions of Section 14 hereof.

          (e) Notwithstanding anything in this Agreement to the contrary, from
and after the first occurrence of a Triggering Event, any Rights beneficially
owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring
Person, (ii) a transferee of an Acquiring Person (or of any such Associate or
Affiliate) who becomes a transferee after the Acquiring Person becomes such,
(iii) a transferee of an Acquiring Person (or of any such Associate or
Affiliate) who becomes a transferee prior to or concurrently with the Acquiring
Person becoming such and receives such Rights pursuant to either (A) a transfer
(whether or not for consideration) from the Acquiring Person to holders of
equity interests in such Acquiring Person or to any Person with whom the
Acquiring Person has any continuing agreement, arrangement or understanding
regarding the transferred Rights or (B) a transfer which the a majority of the
Board of Directors of the Company has determined is part of a plan, arrangement
or understanding which has as a primary purpose or effect the avoidance of this
Section 7(e) or (iv) any subsequent transferee shall become null and void
without any further action and no holder of such Rights shall have any rights
whatsoever with respect to such Rights, whether under any provision of this
Agreement or otherwise. The Company shall use all reasonable efforts to ensure
that the provisions of this Section 7(e) and Section 4(b) hereof are complied
with, but shall have no liability to any holder of Rights Certificates or to any
other Person as a result of its failure to make any determinations with respect
to an Acquiring Person or any of such Acquiring Person's Affiliates, Associates
or transferees hereunder.

                                      11
<PAGE>

          (f)  Notwithstanding anything in this Agreement to the contrary,
neither the Rights Agent nor the Company shall be obligated to undertake any
action with respect to a registered holder upon the occurrence of any purported
exercise as set forth in this Section 7 unless such registered holder shall have
(i) properly completed and signed the certificate contained in the form of
election to purchase set forth on the reverse side of the Rights Certificate
surrendered for such exercise and (ii) provided such additional evidence of the
identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or
Associates thereof as the Company or Rights Agent shall reasonably request.

          Section 8.  Cancellation and Destruction of Rights Certificates.  All
                      ---------------------------------------------------
Rights Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or to any of its
agents, be delivered to the Rights Agent for cancellation or in cancelled form,
or, if surrendered to the Rights Agent, shall be cancelled by it, and no Rights
Certificates shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Agreement. The Company shall deliver to the Rights
Agent for cancellation and retirement, and the Rights Agent shall so cancel and
retire, any other Rights Certificate purchased or acquired by the Company
otherwise than upon the exercise thereof. The Rights Agent shall deliver all
cancelled Rights Certificates to the Company, or shall, at the written request
of the Company, destroy such cancelled Rights Certificates, and in such case
shall deliver a certificate of destruction thereof to the Company.

          Section 9.  Reservation and Availability of Preferred Stock.
                      -----------------------------------------------

          (a)  The Company covenants and agrees that it will use its best
efforts to cause to be reserved and kept available out of and to the extent of
its authorized and unissued Units of Preferred Stock not reserved for another
purpose that will be sufficient to permit the exercise in full of all
outstanding Rights. Upon the occurrence of any events resulting in an increase
in the aggregate number of shares of Preferred Stock (or other equity securities
of the Company) issuable upon exercise of all outstanding Rights above the
number then reserved, the Company shall make appropriate increases in the number
of shares so reserved.

          (b)  If the Units of Preferred Stock to be issued and delivered upon
the exercise of the Rights are at any time listed on a national securities
exchange or included for quotation on any transaction reporting system, the
Company shall during the period from the Distribution Date to the Expiration
Date use its best efforts to cause all shares reserved for such issuance to be
listed on such exchange or included for quotation on any such transaction
reporting system upon official notice of issuance upon such exercise.

          (c)  The Company shall use its best efforts to (i) file, as soon as
practicable following the earliest date after the first occurrence of a Section
11(a)(ii) Event in which the consideration to be delivered by the Company upon
exercise of the Rights has been determined in accordance with Section 11(a)(iii)
hereof, or as soon as is required by law following the Distribution Date, as the
case may be, a registration statement under the Securities Act, with respect to
the securities purchasable upon exercise of the Rights on an appropriate form,
(ii) cause such registration statement to become effective as soon as
practicable after such filing and (iii) cause such registration statement to
remain effective (with a prospectus at all times meeting the requirements of the
Securities Act) until the earlier of (A) the date as of which the

                                      12
<PAGE>

Rights are no longer exercisable for such securities and (B) the Expiration
Date. The Company will also take such action as may be appropriate under, or to
ensure compliance with, the securities or "blue sky" laws of the various states
in connection with the exercisability of the Rights. Notwithstanding any
provision of this Agreement to the contrary, the Rights shall not be exercisable
in any jurisdiction, unless the requisite qualification in such jurisdiction
shall have been obtained, or an exemption therefrom shall be available and until
a registration statement has been declared effective.

          (d)  The Company covenants and agrees that it will take all such
action as may be necessary to ensure that all Units of Preferred Stock (and,
following the occurrence of a Triggering Event, any other securities that may be
delivered upon exercise of Rights) shall, at the time of delivery of the
certificates for such Units of Preferred Stock (subject to payment of the
Purchase Price), be duly and validly authorized and issued and fully paid and
non-assessable.

          (e)  The Company further covenants and agrees that it will pay when
due and payable any and all federal and state transfer taxes and charges which
may be payable in respect of the issuance or delivery of the Rights Certificates
or of any Units of Preferred Stock upon the exercise of Rights. The Company
shall not, however, be required to pay any transfer tax which may be payable in
respect of any transfer or delivery of Rights Certificates to a person other
than, or the issuance or delivery of certificates or depositary receipts for
Units of Preferred Stock in a name other than that of, the registered holder of
the Rights Certificate evidencing Rights surrendered for exercise or to issue or
to deliver any certificates or depositary receipts for Units of Preferred Stock
upon the exercise of any Rights until any such tax shall have been paid (any
such tax being payable by the holder of such Rights Certificate at the time of
surrender) or until it has been established to the Company's reasonable
satisfaction that no such tax is due.

          Section 10.  Preferred Stock Record Date.  Each Person in whose name
                       ---------------------------
any certificate for Units of Preferred Stock (or, following the occurrence of a
Triggering Event, other securities) is issued upon the exercise of Rights shall
for all purposes be deemed to have become the holder of record of the Units of
Preferred Stock (or, following the occurrence of a Triggering Event, other
securities) represented thereby on, and such certificate shall be dated, the
date upon which the Rights Certificate evidencing such Rights was duly
surrendered and payment of the Purchase Price (and any applicable transfer
taxes) was made; provided, however, that if the date of such surrender and
                 --------  -------
payment is a date upon which the Preferred Stock (or, following the occurrence
of a Triggering Event, other securities) transfer books of the Company are
closed, such person shall be deemed to have become the record holder of such
shares on, and such certificate shall be dated, the next succeeding Business Day
on which the Preferred Stock transfer books of the Company are open; provided
further, however, that if delivery of Units of Preferred Stock is delayed
pursuant to Section 9(c), such Persons shall be deemed to have become the record
holders of such Units of Preferred Stock only when such Units first become
deliverable. Prior to the exercise of the Rights evidenced thereby, the holder
of a Rights Certificate shall not be entitled to any rights of a stockholder of
the Company with respect to securities for which the Rights shall be
exercisable, including, without limitation, the right to vote, to receive
dividends or other distributions or to exercise any preemptive rights, and shall
not be entitled to receive any notice of any proceedings of the Company, except
as provided herein. Prior to the exercise of the Rights evidenced thereby, the
holder of a Rights Certificate shall not be entitled to any rights of a holder
of a Unit of Preferred Stock for which the Rights

                                      13
<PAGE>

shall be exercisable, including, without limitation, the right to vote, to
receive dividends or other distributions or to exercise any preemptive rights,
and shall not be entitled to receive any notice of any proceedings of the
Company, except as provided herein.

          Section 11.  Adjustment of Purchase Price, Number of Shares or Number
                       --------------------------------------------------------
of Rights.  The Purchase Price, the number and kinds of securities covered by
---------
each Right and the number of Rights outstanding are subject to adjustment from
time to time as provided in this Section 11.

          (a)  (i)  In the event the Company shall at any time after the date of
     this Agreement (A) declare a dividend on the Preferred Stock payable in
     shares of Preferred Stock, (B) subdivide the outstanding shares of
     Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller
     number of shares Preferred Stock or (D) issue any shares of its capital
     stock in a reclassification of the Preferred Stock (including any such
     reclassification in connection with a consolidation or merger in which the
     Company is the continuing or surviving corporation), except as otherwise
     provided in this Section 11(a), the Purchase Price in effect at the time of
     the record date for such dividend or of the effective date of such
     subdivision, combination or reclassification, and the number and kind of
     shares of capital stock issuable on such date, shall be proportionately
     adjusted so that the holder of any Rights exercised after such time shall
     be entitled to receive the aggregate number and kind of shares of capital
     stock which, if such Rights had been exercised immediately prior to such
     date and at a time when the Preferred Stock transfer books of the Company
     were open, such holder would have owned upon such exercise and been
     entitled to receive by virtue of such dividend, subdivision, combination or
     reclassification; provided, however, that in no event shall the
                       --------  -------
     consideration to be paid upon the exercise of one Right be less than the
     aggregate par value of the shares of capital stock of the Company issuable
     upon exercise of one Right. If an event occurs which would require an
     adjustment under both this Section 11(a)(i) and Section 11(a)(ii), the
     adjustment provided for in this Section 11(a)(i) shall be in addition to,
     and shall be made prior, to any adjustment required pursuant to Section
     11(a)(ii).

          (ii) Subject to Section 24 of this Agreement, in the event that (A)
     any Acquiring Person or any Associate or Affiliate of any Acquiring Person,
     at any time after the date of this Agreement, directly or indirectly, shall
     (1) merge into the Company or otherwise combine with the Company and the
     Company shall be the continuing or surviving corporation of such merger or
     combination and shares of Company Common Stock shall remain outstanding and
     unchanged, (2) in one transaction or a series of transactions, transfer any
     assets to the Company or any of its Subsidiaries in exchange (in whole or
     in part) for shares of Company Common Stock, for other equity securities of
     the Company or any such Subsidiary, or for securities exercisable for or
     convertible into shares of equity securities of the Company or any of its
     Subsidiaries (whether shares of Company Common Stock or otherwise) or
     otherwise obtain from the Company or any of its Subsidiaries, with or
     without consideration, any additional shares of such equity securities or
     securities exercisable for or convertible into such equity securities other
     than pursuant to a pro rata distribution to all holders of shares of
     Company Common Stock, (3) sell, purchase, lease, exchange, mortgage,
     pledge, transfer or otherwise acquire or dispose of, in one transaction or
     a series of transactions, to, from or with the Company or

                                      14
<PAGE>

     any of its Subsidiaries or any employee benefit plan maintained by the
     Company or any of its Subsidiaries or any trustee or fiduciary with respect
     to such plan acting in such capacity, assets (including securities) on
     terms and conditions less favorable to the Company or such Subsidiary or
     plan than those that could have been obtained in arm's-length negotiations
     with an unaffiliated third party, other than pursuant to a transaction set
     forth in Section 13(a) hereof, (4) sell, purchase, lease, exchange,
     mortgage, pledge, transfer or otherwise acquire or dispose of, in one
     transaction or a series of transactions, to, from or with the Company or
     any of its Subsidiaries or any employee benefit plan maintained by the
     Company or any of its Subsidiaries or any trustee or fiduciary with respect
     to such plan acting in such capacity (other than transactions, if any,
     consistent with those engaged in, as of the date hereof, by the Company and
     such Acquiring Person or such Associate or Affiliate), assets (including
     securities or intangible assets) having an aggregate fair market value of
     more than $5,000,000, other than pursuant to a transaction set forth in
     Section 13(a) hereof, (5) receive, or any designee, agent or representative
     of such Acquiring Person or any Affiliate or Associate of such Acquiring
     Person shall receive, any compensation from the Company or any of its
     Subsidiaries other than compensation for full-time employment as a regular
     employee at rates in accordance with the Company's (or its Subsidiaries')
     past practices, or (6) receive the benefit, directly or indirectly (except
     proportionately as a holder of shares of Company Common Stock or as
     required by law or governmental regulation), of any loans, advances,
     guarantees, pledges or other financial assistance or any tax credits or
     other tax advantages provided by the Company or any of its Subsidiaries or
     any employee benefit plan maintained by the Company or any of its
     Subsidiaries or any trustee or fiduciary with respect to such plan acting
     in such capacity; or (B) any Person shall become an Acquiring Person,
     unless the event causing the Person to become an Acquiring Person is a
     transaction set forth in Section 13(a); or (C) during such time as there is
     an Acquiring Person, there shall be any reclassification of securities
     (including any reverse stock split), or recapitalization of the Company, or
     any merger or consolidation of the Company with any of its Subsidiaries or
     any other transaction or series of transactions involving the Company or
     any of its Subsidiaries, other than a transaction or transactions to which
     the provisions of Section 13(a) apply (whether or not with or into or
     otherwise involving an Acquiring Person), which has the effect, directly or
     indirectly, of increasing by more than 1% the proportionate share of the
     outstanding shares of any class of equity securities of the Company or any
     of its Subsidiaries that is directly or indirectly beneficially owned by
     any Acquiring Person or any Person or any Associate or Affiliate of any
     Acquiring Person;

then promptly following the occurrence of an event described in Section
11(a)(ii)(A), (B) or (C) (a "Section 11(a)(ii) Event"), proper provision shall
be made so that each holder of a Right, except as provided in Section 7(e)
hereof, shall thereafter have the right to receive for each Right, upon exercise
thereof in accordance with the terms of this Agreement and payment of the then-
current Purchase Price, in lieu of the number of Units of Preferred Stock for
which a Right was exercisable immediately prior to the first occurrence of a
Section 11(a)(ii) Event, such number of Units of Preferred Stock as shall equal
the result obtained by multiplying the then-current Purchase Price by the then
number of Units of Preferred Stock for which a Right was exercisable (or would
have been exercisable if the Distribution Date had occurred) immediately prior
to the first occurrence of a Triggering Event, and dividing that product by 50%
of the

                                      15
<PAGE>

current per share market price (determined pursuant to Section 11(d) hereof) for
shares of Common Stock on the date of occurrence of the Triggering Event (such
number of Units of Preferred Stock being hereinafter referred to as the
"Adjustment Shares").

          (iii)  In the event that the number of Units of Preferred Stock which
     are authorized by the Company's Certificate of Incorporation but not
     outstanding or reserved for issuance for purposes other than upon exercise
     of the Rights are not sufficient to permit the exercise in full of the
     Rights, or if any necessary regulatory approval for such issuance has not
     been obtained by the Company, the Company shall, in lieu of issuing Units
     of Preferred Stock in accordance with Section 11(a)(ii) hereof (A)
     determine the excess of (1) the value of the Units of Preferred Stock
     issuable upon the exercise of a Right (the "Current Value") over (2) the
     Purchase Price (such excess being referred to as the "Spread") and (B) with
     respect to each Right, make adequate provision to substitute for such Units
     of Preferred Stock, upon exercise of the Rights, (1) cash, (2) a reduction
     in the Purchase Price, (3) other equity securities of the Company
     (including, without limitation, Common Stock or shares or units of shares
     of any series of preferred stock which the Board of Directors of the
     Company has deemed to have the same value as the Units of Preferred Stock
     (such shares or units of preferred stock are herein called "preferred stock
     equivalents")), except to the extent that the Company has not obtained any
     necessary regulatory approval for such issuance, (4) debt securities of the
     Company, except to the extent that the Company has not obtained any
     necessary regulatory approval for such issuance, (5) other assets or (6)
     any combination of the foregoing, having an aggregate value equal to the
     Current Value, where such aggregate value has been determined by the Board
     of Directors of the Company based upon the advice of a nationally
     recognized investment banking firm selected by the Board of Directors of
     the Company; provided, however, if the Company shall not have made adequate
                  --------  -------
     provision to deliver value pursuant to clause (B) above within 30 days
     following the later of (x) occurrence of a Section 11(a)(ii) Event, and (y)
     the date on which the Company's right of redemption pursuant to Section
     23(a) expires (the later of (x) and (y) being referred to herein as the
     "Section 11(a)(iii) Trigger Date"), then the Company shall be obligated to
     deliver, upon the surrender for exercise of a Right and without requiring
     payment of the Purchase Price, Units of Preferred Stock (to the extent
     available), except to the extent that the Company has not obtained any
     necessary regulatory approval for such issuance, and then, if necessary,
     cash, which Units and/or cash have an aggregate value equal to the Spread.

          (b)    In the event that the Company shall fix a record date for the
issuance of rights (other than the Rights), options or warrants to all holders
of Units of Preferred Stock entitling them (for a period expiring within 45
calendar days after such record date) to subscribe for or purchase Units of
Preferred Stock (or shares having the same rights, privileges and preferences as
the Preferred Stock ("equivalent preferred stock")) or securities convertible
into Units of Preferred Stock or equivalent preferred stock at a price per Unit
of Preferred Stock or equivalent preferred share (or having a conversion price
per share, if a security convertible into Units of Preferred Stock or equivalent
preferred stock) less than the then current per share market price of a Unit of
Preferred Stock (as determined pursuant to Section 11(d)) on such record date,
the Purchase Price to be in effect after such record date shall be determined by
multiplying the Purchase Price in effect immediately prior to such record date
by a fraction, the

                                      16
<PAGE>

numerator of which shall be the number of Units of Preferred Stock outstanding
on such record date plus the number of Units of Preferred Stock which the
aggregate offering price of the total number of Units of Preferred Stock and/or
equivalent preferred stock so to be offered (and/or the aggregate initial
conversion price of the convertible securities so to be offered) would purchase
at such current market price and the denominator of which shall be the number of
Units of Preferred Stock outstanding on such record date plus the number of
additional Units of Preferred Stock and/or equivalent preferred stock to be
offered for subscription or purchase (or into which the convertible securities
so to be offered are initially convertible). In case such subscription price may
be paid in a consideration part or all of which shall be in a form other than
cash, the value of such consideration shall be as determined in good faith by
the Board of Directors of the Company, whose determination shall be described in
a statement filed with the Rights Agent and shall be binding on the Rights Agent
and the holders of the Rights. Units of Preferred Stock owned by or held for the
account of the Company shall not be deemed outstanding for the purpose of any
such computation. Such adjustment shall be made successively whenever such a
record date is fixed; and in the event that such rights, options or warrants are
not so issued, the Purchase Price shall be adjusted to be the Purchase Price
which would then be in effect if such record date had not been fixed.

          (c)  In case the Company shall fix a record date for a distribution to
all holders of Units of Preferred Stock (including any such distribution made in
connection with a consolidation or merger in which the Company is the continuing
or surviving corporation) of evidences of indebtedness, cash (other than a
regular quarterly cash dividend) assets (other than a dividend payable in Units
of Preferred Stock but including any dividend payable in equity securities other
than Preferred Stock) or subscription rights or warrants (excluding those
referred to in Section 11(d) hereof), the Purchase Price to be in effect after
such record date shall be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall be the then current per share market price (as determined pursuant to
Section 11(d)) of the Preferred Stock on such record date, less the fair market
value (as determined in good faith by the Board of Directors of the Company,
whose determination shall be described in a statement filed with the Rights
Agent and shall be binding on the Rights Agent and the holder of rights) of the
cash, assets or evidences of indebtedness to be distributed or of such
subscription rights or warrants distributable in respect of a share of Preferred
Stock and the denominator of which shall be such current per share market price
(as determined pursuant to Section 11(d)) of a share of Preferred Stock.  Such
adjustments shall be made successively whenever such a record date is fixed; and
in the event that such distribution is not so made, the Purchase Price shall
again be adjusted to be the Purchase Price which would then be in effect if such
record date had not been fixed.

          (d)  (i)     For the purpose of any computation hereunder, the
     "current per share market price" of any security (a "Security" for the
     purpose of this Section 11(d)(i)) on any date shall be deemed to be the
     average of the daily closing prices per share of such Security for the 30
     consecutive Trading Days (as such term is hereinafter defined) immediately
     prior to but not including such date; provided, however, that in the event
                                           --------  -------
     that the "current per share market price" of the Security is determined
     during a period following the announcement by the issuer of such Security
     of (A) a dividend or distribution on such Security payable in shares of
     such Security or securities convertible into such shares, or (B) any
     subdivision, combination or reclassification of such Security

                                      17
<PAGE>

     and prior to the expiration of 30 Trading Days after but not including the
     ex-dividend date for such dividend or distribution, or the record date for
     such subdivision, combination or reclassification, then, and in each such
     case, the "current per share market price" shall be appropriately adjusted
     to reflect the "current market price" per share equivalent of such
     Security. The closing price for each day shall be the last sale price,
     regular way, or, in case no such sale takes place on such day, the average
     of the closing bid and asked prices, regular way, in either case as
     reported in the principal consolidated transaction reporting system with
     respect to securities listed or admitted to trading on the Nasdaq National
     Market ("NASDAQ") or, if the Security is not listed or admitted to trading
     on the NASDAQ, as reported in the principal consolidated transaction
     reporting system with respect to securities listed on the principal
     national securities exchange on which the Security is listed or admitted to
     trading or, if the Security is not listed or admitted to trading on any
     national securities exchange, the last quoted price or, if not so quoted,
     the average of the high bid and low asked prices in the over-the-counter
     market, as reported by the NASDAQ or such other system then in use, or, if
     on any such date the Security is not quoted by any such organization, the
     average of the closing bid and asked prices as furnished by a professional
     market maker making a market in the Security selected by the Board of
     Directors of the Company. If on any such date no market maker is making a
     market in the Security, the "current per share market price" of such
     Security on such date as determined in good faith by the Board of Directors
     of the Company as provided for above shall be used. The term "Trading Day"
     shall mean a day on which the principal national securities exchange on
     which the Security is listed or admitted to trading is open for the
     transaction of business or, if the Security is not listed or admitted to
     trading on any national securities exchange, a Business Day.

          (ii) For the purpose of any computation hereunder, the "current per
     share market price" of the Preferred Stock shall be determined in
     accordance with the method set forth in Section 11(d)(i).  If the "current
     per share market price" of the Preferred Stock cannot be determined in the
     manner provided above or if the Preferred Stock is not publicly held or
     listed or traded in a manner described in clause (i) of this Section 11(d),
     the "current per share market price" of the Preferred Stock shall be
     conclusively deemed to be an amount equal to $10,000 (as such amount may be
     appropriately adjusted for such events as stock splits, stock dividends and
     recapitalizations with respect to shares of Company Common Stock occurring
     after the date of this Agreement) multiplied by the current market price
     per share of Company Common Stock.  If shares of neither the Company Common
     Stock nor Preferred Stock is publicly held or so listed or traded, "current
     per share market price" of the Preferred Stock shall mean the fair value
     per share as determined in good faith by the Board of Directors of the
     Company whose determination shall be described in a statement filed with
     the Rights Agent and shall be binding on the Rights Agent and the holders
     of the Rights.

          (e)  No adjustment in the Purchase Price shall be required unless such
adjustment would require an increase or decrease of at least 1% in the Purchase
Price; provided, however, that any adjustments which by reason of this Section
       --------  -------
11(e) are not required to be made shall be carried forward and taken into
account in any subsequent adjustment.  All calculations under this Section 11
shall be made to the nearest cent or to the nearest one ten-thousandth of a
share of Preferred Stock or one ten-thousandth of any other share or security as
the case may be.

                                      18
<PAGE>

Notwithstanding the first sentence of this Section 11(e), any adjustment
required by this Section 11 shall be made no later than the earlier of (i) three
years from the date of the transaction which requires such adjustment or (ii)
the Expiration Date.

          (f) If as a result of an adjustment made pursuant to Section 11(a)(ii)
hereof, the holder of any Rights thereafter exercised shall become entitled to
receive any shares of capital stock of the Company other than Units of Preferred
Stock, thereafter the number of such other shares so receivable upon exercise of
any Rights and the Purchase Price thereof shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Preferred Stock contained in Section 11(a), (b),
(c), (d), (e), (g), (h), (i), (j), (k), (l) and (m), and the provisions of
Sections 7, 9, 10, 13 and 14 with respect to the Preferred Stock shall apply on
like terms to any such other shares.

          (g) All Rights originally issued by the Company subsequent to any
adjustment made to the Purchase Price hereunder shall evidence the right to
purchase, at the adjusted Purchase Price, the number of Units of Preferred Stock
purchasable from time to time hereunder upon exercise of the Rights, all subject
to further adjustment as provided herein.

          (h) Unless the Company shall have exercised its election as provided
in Section 11(i), upon each adjustment of the Purchase Price as a result of the
calculations made in Sections 11(b) and (c), each Right outstanding immediately
prior to the making of such adjustment shall thereafter evidence the right to
purchase, at the adjusted Purchase Price, that number of Units of Preferred
Stock (calculated to the nearest one ten-thousandth of a share of Preferred
Stock) obtained by dividing (i) the product obtained by multiplying (x) the
number of Units of Preferred Stock covered by a Right immediately prior to this
adjustment by (y) the Purchase Price in effect immediately prior to such
adjustment of the Purchase Price by, (ii) the Purchase Price in effect
immediately after such adjustment of the Purchase Price.

          (i) The Company may elect on or after the date of any adjustment of
the Purchase Price to adjust the number of Rights, in substitution for any
adjustment in the number of Units of Preferred Stock purchasable upon the
exercise of a Right.  Each of the Rights outstanding after such adjustment of
the number of Rights shall be exercisable for the number of Units of Preferred
Stock for which a Right was exercisable immediately prior to such adjustment.
Each Right held of record prior to such adjustment of the number of Rights shall
become that number of Rights (calculated to the nearest one ten-thousandth)
obtained by dividing the Purchase Price in effect immediately prior to
adjustment of the Purchase Price by the Purchase Price in effect immediately
after adjustment of the Purchase Price.  The Company shall make a public
announcement (with prompt notice thereof to the Rights Agent) of its election to
adjust the number of Rights, indicating the record date for the adjustment, and,
if known at the time, the amount of the adjustment to be made.  This record date
may be the date on which the Purchase Price is adjusted or any day thereafter,
but, if the Rights Certificates have been issued, shall be at least ten days
later than the date of the public announcement.  If Rights Certificates have
been issued, upon each adjustment of the number of Rights pursuant to this
Section 11(i), the Company shall, as promptly as practicable, cause to be
distributed to holders of record of Rights Certificates on such record date
Rights Certificates evidencing, subject to Section 14 hereof, the additional
Rights to which such holders shall be entitled as a result of such adjustment,
or, at the option of the Company, shall cause to be distributed to such holders
of

                                      19
<PAGE>

record in substitution and replacement for the Rights Certificates held by such
holders prior to the date of adjustment, and upon surrender thereof, if required
by the Company, new Rights Certificates evidencing all the Rights to which such
holders shall be entitled after such adjustment. Rights Certificates to be so
distributed shall be issued, executed and countersigned in the manner provided
for herein and shall be registered in the names of the holders of record of
Rights Certificates on the record date specified in the public announcement.

          (j) Irrespective of any adjustment or change in the Purchase Price or
the number of Units of Preferred Stock issuable upon the exercise of the Rights,
the Rights Certificates theretofore and thereafter issued may continue to
express the Purchase Price per Unit and the number of Units of Preferred Stock
which were expressed in the initial Rights Certificates issued hereunder.

          (k) Before taking any action that would cause an adjustment reducing
the Purchase Price below the then par value of the number of Units of Preferred
Stock issuable upon exercise of the Rights, the Company shall take any corporate
action which may, in the opinion of its counsel, be necessary in order that the
Company may validly and legally issue fully paid and nonassessable number of
Units of Preferred Stock at such adjusted Purchase Price.

          (l) In any case in which this Section 11 shall require that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer (with prompt notice thereof to
the Rights Agent) until the occurrence of such event the issuing to the holder
of any Rights exercised after such record date of that number of Units of
Preferred Stock and other capital stock or securities of the Company, if any,
issuable upon such exercise over and above the Units of Preferred Stock and
other capital stock or securities of the Company, if any, issuable upon such
exercise on the basis of the Purchase Price in effect prior to such adjustment;
provided, however, that the Company shall deliver to such holder a due bill or
--------  -------
other appropriate instrument evidencing such holder's right to receive such
additional shares (fractional or otherwise) upon the occurrence of the event
requiring such adjustment.

          (m) Anything in this Section 11 to the contrary notwithstanding, the
Company shall be entitled to make such reductions in the Purchase Price, in
addition to those adjustments expressly required by this Section 11, as and to
the extent that it in its sole discretion shall determine to be advisable in
order that any (i) consolidation or subdivision of the Preferred Stock, (ii)
issuance wholly for cash of any Unit of Preferred Stock at less than the current
market price, (iii) issuance wholly for cash of Preferred Stock or securities
which by their terms are convertible into or exchangeable for Preferred Stock,
(iv) dividends on Preferred Stock payable in Preferred Stock or (v) issuance of
rights, options or warrants referred to in this Section 11, hereafter made by
the Company to holders of Units of its Preferred Stock shall not be taxable to
such stockholders.

          (n) The Company shall not, at any time after the Distribution Date,
(i) consolidate with any other Person (other than a Subsidiary of the Company in
a transaction which complies with Section 11(o)), (ii) merge with or into any
other Person (other than a Subsidiary of the Company in a transaction which
complies with Section 11(o)), or (iii) sell or transfer (or permit any
Subsidiary to sell or transfer), in one transaction, or a series of
transactions, assets or earning power aggregating more than 50% of the assets or
earning power

                                      20
<PAGE>

of the Company and its Subsidiaries (taken as a whole) to any other Person or
Persons (other than the Company and/or any of its Subsidiaries in one or more
transactions each of which complies with Section 11(o)), if (x) at the time of
or immediately after such consolidation, merger or sale there are any rights,
warrants or other instruments or securities outstanding or agreements in effect
which would substantially diminish or otherwise eliminate the benefits intended
to be afforded by the Rights or (y) prior to, simultaneously with or immediately
after such consolidation, merger or sale, the Person which constitutes, or would
constitute the "Principal Party" for purposes of Section 13(a) shall have
distributed or otherwise transferred to its stockholders or other persons
holding an equity interest in such Person Rights previously owned by such Person
or any of its Affiliates and Associates; provided, however, this Section 11(n)
                                         --------  -------
shall not affect the ability of any Subsidiary of the Company to consolidate
with, merge with or into, or sell or transfer assets or earning power to, any
other Subsidiary of the Company.

          (o)  After the Distribution Date, the Company shall not, except as
permitted by Section 23 or Section 27, take (or permit any Subsidiary to take)
any action if at the time such action is taken it is reasonably foreseeable that
such action will diminish substantially or otherwise eliminate the benefits
intended to be afforded by the Rights.

          (p)  In the event that, at any time after the date of this Agreement
and prior to the Distribution Date, the Company shall (i) declare or pay any
dividend on outstanding shares of Common Stock payable in shares of Common Stock
or (ii) effect a subdivision, combination or consolidation of the Common Stock
(by reclassification or otherwise than by payment of dividends in shares of
Common Stock) into a greater or lesser number of shares of Common Stock, then in
any such case the number of Units of Preferred Stock purchasable after such
event upon proper exercise of each Right shall be determined by multiplying the
number of Units of Preferred Stock so purchasable immediately prior to such
event by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately before such event and the denominator of which is
the number of shares of Common Stock outstanding immediately after such event.
The adjustments provided for in this Section 11(p) shall be made successively
whenever such a dividend is declared or paid or such a subdivision, combination
or consolidation is effected.

          Section 12.  Certificate of Adjusted Purchase Price or Number of
                       ---------------------------------------------------
Shares.  Whenever an adjustment is made as provided in Sections 11 and
------
13 hereof, the Company shall promptly (a) prepare a certificate setting forth
such adjustment, and a brief statement of the facts and computations accounting
for such adjustment, (b) file with the Rights Agent and with each transfer agent
for the shares of Common Stock or Units of Preferred Stock a copy of such
certificate and (c) mail a brief summary thereof to each holder of a Rights
Certificate in accordance with Section 25 hereof.  Notwithstanding the foregoing
sentence, the failure by the Company to make such certification or give such
notice shall not affect the validity of or the force or effect of the
requirement for such adjustment.  The Rights Agent shall be fully protected in
relying on any such certificate and on any adjustment contained therein and
shall not be deemed to have knowledge of such adjustment unless and until it
shall have received such certificate.

                                      21
<PAGE>

             Section 13.  Consolidation, Merger or Sale or Transfer of Assets
                           ---------------------------------------------------
or Earning Power.
----------------

             (a)  Except as provided in Section 13(b) hereof, in the event that,
following a Shares Acquisition Date, directly or indirectly, (x) the Company
shall consolidate with, or merge with and into, any other Person (other than a
Subsidiary of the Company in a transaction which complies with Section 11(o)),
and the Company shall not be the continuing or surviving corporation of such
consolidation or merger, (y) any Person (other than a Subsidiary of the Company
in a transaction which complies with Section 11(o)) shall consolidate with the
Company, or merge with and into the Company and the Company shall be the
continuing or surviving corporation of such consolidation or merger and, in
connection with such consolidation or merger, all or part of the shares of
Common Stock shall be changed into or exchanged for stock or other securities of
any other Person or cash or any other property, or (z) the Company shall sell or
otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise
transfer) to any Person or Persons (other than a Subsidiary of the Company in a
transaction which complies with Section 11(o)), in one or more transactions,
directly or indirectly, assets or earning power aggregating 50% or more of the
assets or earning power of the Company and its Subsidiaries (taken as a whole),
(any such event being a "Section 13 Event"), then, and in each such case, proper
provision shall be made so that: (i) each holder of a Right, except as provided
in Section 7(e), shall thereafter have the right to receive, upon the exercise
thereof at the then current Purchase Price, such number of validly authorized
and issued, fully paid and non-assessable shares of Common Stock of the
Principal Party (as such term is hereinafter defined), which shares shall not be
subject to any liens, encumbrances, rights of first refusal, transfer
restrictions or other adverse claims, as shall be equal to the result obtained
by (1) multiplying the then current Purchase Price by the number of Units of
Preferred Stock for which a Right is exercisable immediately prior to the first
occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred
prior to the first occurrence of a Section 13 Event, multiplying the number of
such Units of Preferred Stock for which a Right would be exercisable hereunder
but for the occurrence of such Section 11(a)(ii) Event by the Purchase Price
which would be in effect hereunder but for such first occurrence) and (2)
dividing that product (which, following the direct occurrence of a Section 13
Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50%
of the current per share market price (determined pursuant to Section 11(d)) of
the shares of Common Stock of such Principal Party on the date of consummation
of such Section 13 Event; (ii) such Principal Party shall thereafter be liable
for, and shall assume, by virtue of such Section 13 Event, all the obligations
and duties of the Company pursuant to this Agreement; (iii) the term "Company"
shall, for all purposes of this Agreement, thereafter be deemed to refer to such
Principal Party, it being specifically intended that the provisions of Section
11 shall apply only to such Principal Party following the first occurrence of a
Section 13 Event; (iv) such Principal Party shall take such steps (including,
but not limited to, the reservation of a sufficient number of shares of its
Common Stock) in connection with the consummation of any such transaction as may
be necessary to ensure that the provisions of this Agreement shall thereafter be
applicable to its shares of Common Stock thereafter deliverable upon the
exercise of the Rights; and (v) the provisions of Section 11(a)(ii) shall be of
no further effect following the first occurrence of any Section 13 Event.

             (b)  "Principal Party" shall mean:

                                      22
<PAGE>

          (i)   in the case of any transaction described in clause (x) or (y) of
     the first sentence of Section 13(a), (A) the Person that is the issuer of
     any securities into which shares of Company Common Stock are converted in
     such merger or consolidation, or, if there is more than one such issuer,
     the issuer of shares of Common Stock that has the highest aggregate current
     market price (determined pursuant to Section 11(d)) and (B) if no
     securities are so issued, the Person that is the other party to such merger
     or consolidation, or, if there is more than one such Person, the Person the
     Common Stock of which has the highest aggregate current market price
     (determined pursuant to Section 11(d)); and

          (ii)  in the case of any transaction described in clause (z) of the
     first sentence of Section 13(a), the Person that is the party receiving the
     largest portion of the assets or earning power transferred pursuant to such
     transaction or transactions, or, if each Person that is a party to such
     transaction or transactions receives the same portion of the assets or
     earning power transferred pursuant to such transaction or transactions or
     if the Person receiving the largest portion of the assets or earning power
     cannot be determined, whichever Person the Common Stock of which has the
     highest aggregate current market price (determined pursuant to Section
     11(d)); provided, however, that in any such case, (1) if the Common Stock
             --------  -------
     of such Person is not at such time and has not been continuously over the
     preceding twelve-month period registered under Section 12 of the Exchange
     Act ("Registered Common Stock"), or such Person is not a corporation, and
     such Person is a direct or indirect Subsidiary of another Person that has
     Registered Common Stock outstanding, "Principal Party" shall refer to such
     other Person; (2) if the Common Stock of such Person is not Registered
     Common Stock or such Person is not a corporation, and such Person is a
     direct or indirect Subsidiary of another Person but is not a direct or
     indirect Subsidiary of another Person which has Registered Common Stock
     outstanding, "Principal Party" shall refer to the ultimate parent entity of
     such first-mentioned Person; (3) if the Common Stock of such Person is not
     Registered Common Stock or such Person is not a corporation, and such
     Person is directly or indirectly controlled by more than one Person, and
     one or more of such other Persons has Registered Common Stock outstanding,
     "Principal Party" shall refer to whichever of such other Persons is the
     issuer of the Registered Common Stock having the highest aggregate current
     per share market price (determined pursuant to Section 11(d)); and (4) if
     the Common Stock of such Person is not Registered Common Stock or such
     Person is not a corporation, and such Person is directly or indirectly
     controlled by more than one Person, and none of such other Persons has
     Registered Common Stock outstanding, "Principal Party" shall refer to
     whichever ultimate parent entity is the corporation having the greatest
     stockholders' equity or, if no such ultimate parent entity is a
     corporation, shall refer to whichever ultimate parent entity is the entity
     having the greatest net assets.

          (c)   The Company shall not consummate any such consolidation, merger,
sale or transfer unless the Principal Party shall have a sufficient number of
authorized shares of Common Stock which have not been issued or reserved for
issuance to permit the exercise in full of the Rights in accordance with this
Section 13, and unless prior thereto the Company and such Principal Party shall
have executed and delivered to the Rights Agent a supplemental agreement
providing for the terms set forth in paragraphs (a) and (b) of this Section 13
and further providing that the Principal Party will:

                                      23
<PAGE>

          (i)   (A) file on an appropriate form, as soon as practicable
     following the execution of such agreement, a registration statement under
     the Securities Act with respect to the shares of Common Stock that may be
     acquired upon exercise of the Rights, (B) cause such registration statement
     to remain effective (and to include a prospectus complying with the
     requirements of the Securities Act) until the Expiration Date, and (C) as
     soon as practicable following the execution of such agreement take such
     action as may be required to ensure that any acquisition of such shares of
     Common Stock upon the exercise of the Rights complies with any applicable
     state securities or "blue sky" laws; and

          (ii)  deliver to holders of the Rights historical financial statements
     for the Principal Party and each of its Affiliates which comply in all
     respects with the requirements for registration on Form 10 under the
     Exchange Act.

          (d)   In case the Principal Party which is to be a party to a
transaction referred to in this Section 13 has a provision in any of its
authorized securities or in its Certificate of Incorporation or Bylaws or other
instrument governing its corporate affairs, which provision would have the
effect of (i) causing such Principal Party to issue, in connection with, or as a
consequence of, the consummation of a transaction referred to in this Section
13, shares of Common Stock of such Principal Party at less than the then current
market price per share (determined pursuant to Section 11(d)) or securities
exercisable for, or convertible into, shares of Common Stock of such Principal
Party at less than such then current marker price (other than to holders of
Rights pursuant to this Section 13) or (ii) providing for any special payment,
tax or similar provisions in connection with the issuance of the shares of
Common Stock of such Principal Party pursuant to the provisions of this Section
13, then, in such event, the Company shall not consummate any such transaction
unless prior thereto the Company and such Principal Party shall have executed
and delivered to the Rights Agent a supplemental agreement providing that the
provision in question of such Principal Party shall have been cancelled, waived
or amended, or that the authorized securities shall be redeemed, so that the
applicable provision will have no effect in connection with, or as a consequence
of, the consummation of the proposed transaction.

          (e)   The provisions of this Section 13 shall similarly apply to
successive mergers or consolidations or sales or other transfers. In the event
that a Section 13 Event shall occur at any time after the occurrence of a
Section 11(a)(ii) Event, the Rights which have not theretofore been exercised
shall thereafter become exercisable in the manner described in Section 13(a).

          Section 14.  Fractional Rights and Fractional Shares.
                       ---------------------------------------

          (a)   The Company shall not be required to issue fractions of Rights
or to distribute Rights Certificates which evidence fractional Rights. In lieu
of such fractional Rights, there shall be paid to the registered holders of the
Rights Certificates with regard to which such fractional Rights would otherwise
be issuable, an amount in cash equal to the same fraction of the current market
value of a whole Right. For the purposes of this Section 14(a), the current
market value of a whole Right shall be the closing price of the Rights for the
Trading Day immediately prior to the date on which such fractional Rights would
have been otherwise

                                      24
<PAGE>

issuable. The closing price for any day shall be the last sale price, regular
way, or, in case no such sale takes place on such day, the average of the
closing bid and asked prices, regular way, in either case as reported in the
principal consolidated transaction reporting system with respect to securities
listed or admitted to trading on the NASDAQ or, if the Rights are not listed or
admitted to trading on the NASDAQ, as reported in the principal consolidated
transaction reporting system with respect to securities listed on the principal
national securities exchange on which the Rights are listed or admitted to
trading or, if the Rights are not listed or admitted to trading on any national
securities exchange, the last quoted price or, if not so quoted, the average of
the high bid and low asked prices in the over-the-counter market, as reported by
NASDAQ or such other system then in use or, if on any such date the Rights are
not quoted by any such organization, the average of the closing bid and asked
prices as furnished by a professional market maker making a market in the Rights
selected by the Directors. If on any such date no such market maker is making a
market in the Rights, the fair value of the Rights on such date as determined in
good faith by the Board of Directors of the Company shall be used.

          (b)  The Company shall not be required to issue fractions of Preferred
Stock (other than fractions which are integral multiples of one ten-thousandth
of a share of Preferred Stock) upon exercise of the Rights or to distribute
certificates which evidence fractional Preferred Stock (other than fractions
which are integral multiples of one ten-thousandth of a share of Preferred
Stock).  Fractions of Preferred Stock in integral multiples of one ten-
thousandth of a share of Preferred Stock may, at the election of the Company, be
evidenced by depositary receipts, pursuant to an appropriate agreement between
the Company and a depositary selected by it; provided, however, that such
                                             --------  -------
agreement shall provide that the holders of such depositary receipts shall have
all the rights, privileges and preferences to which they are entitled as
beneficial owners of the Preferred Stock represented by such depositary
receipts. In lieu of fractional shares of Preferred Stock that are not integral
multiples of one ten-thousandth of a share of Preferred Stock, the Company shall
pay to the registered holders of Rights Certificates at the time such Rights are
exercised as herein provided an amount in cash equal to the same fraction of the
current market value of one a share of Preferred Stock as determined pursuant to
Section 11(d).

          (c)  The holder of a Right by the acceptance of the Right expressly
waives such holder's right to receive any fractional Rights or any fractional
shares upon exercise of a Right (except as provided above).

          Section 15.  Rights of Action.  All rights of action in respect of
                       ----------------
this Agreement, excepting the rights of action given to the Rights Agent under
Section 18 hereof, are vested in the respective registered holders of the Rights
Certificates (and, prior to the Distribution Date, the registered holders of
certificates representing shares of Common Stock); and any registered holder of
any Rights Certificate (or, prior to the Distribution Date, a certificate
representing shares of Common Stock), without the consent of the Rights Agent or
of the holder of any other Rights Certificate (or, prior to the Distribution
Date, of a certificate representing shares of Common Stock), may, in such
holder's own behalf and for such holder's own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Company to
enforce, or otherwise act in respect of, such holder's right to exercise the
Rights evidenced by such Rights Certificate in the manner provided in such
Rights Certificate and in this Agreement. Without limiting the foregoing or any
remedies available to the holders of

                                      25
<PAGE>

Rights, it is specifically acknowledged that the holders of Rights would not
have an adequate remedy at law for any breach of this Agreement and will be
entitled to specific performance of the obligations hereunder, and injunctive
relief against actual or threatened violations of the obligations of any Person
subject to this Agreement.

          Section 16.  Agreement of Rights Holders.  Every holder of a Right,
                       ---------------------------
by accepting the same, consents and agrees with the Company and the Rights Agent
and with every other holder of a Right that:

          (a)  prior to the Distribution Date, the Rights will be transferable
only in connection with the transfer of shares of the Company's Common Stock;

          (b)  after the Distribution Date, the Rights Certificates are
transferable only on the registry books of the Rights Agent if surrendered at
the office of the Rights Agent designated for such purpose, duly endorsed or
accompanied by a proper instrument of transfer;

          (c)  subject to Sections 6(a) and 7(f) hereof, the Company and the
Rights Agent may deem and treat the person in whose name the Rights Certificate
(or, prior to the Distribution Date, the associated Common Stock certificate) is
registered as the absolute owner thereof and of the Rights evidenced thereby
(notwithstanding any notations of ownership or writing on the Rights
Certificates or the associated Common Stock certificate made by anyone other
than the Company or the Rights Agent) for all purposes whatsoever, and neither
the Company nor the Rights Agent shall be affected by any notice to the
contrary; and

          (d)  notwithstanding anything in this Agreement to the contrary,
neither the Company nor the Rights Agent shall have any liability to any holder
of a Right or other Person as a result of its inability to perform any of its
obligations under this Agreement by reason of any preliminary or permanent
injunction or other order, decree, judgment or ruling issued by a court of
competent jurisdiction or by a governmental, regulatory or administrative agency
or commission, or any statute, rule, regulation or executive order promulgated
or enacted by any governmental authority, prohibiting or otherwise restraining
performance of such obligation; provided, however, the Company must use its best
                                --------  -------
efforts to have any such order, decree, judgment or ruling lifted or otherwise
overturned as soon as possible.

          Section 17.  Rights Certificate Holder Not Deemed a Stockholder.  No
                       --------------------------------------------------
holder, as such, of any Rights Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the Units of Preferred
Stock or any other securities of the Company which may at any time be issuable
upon the exercise of the Rights represented thereby, nor shall anything
contained herein or in any Rights Certificate be construed to confer upon the
holder of any Rights Certificate, as such, any of the rights of a stockholder of
the Company or any right to vote for the election of directors or upon any
matter submitted to stockholders at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meetings or to receive
dividends or subscription rights, or otherwise, until the Right or Rights
evidenced by such Rights Certificate shall have been exercised in accordance
with the provisions hereof.
<PAGE>

          Section 18.  Concerning the Rights Agent.  The Company agrees to pay
                       ---------------------------
to the Rights Agent reasonable compensation for all services rendered by it
hereunder and, from time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and other disbursements incurred in the preparation,
execution, delivery and amendment of this Agreement and the exercise and
performance of its duties hereunder. The Company also agrees to indemnify the
Rights Agent for, and to hold it harmless against, any loss, liability, fine,
damage, judgment, penalty, cost, claim, demand, settlement or expense, incurred
without gross negligence, or willful misconduct on the part of the Rights Agent,
for any action taken, suffered or omitted by the Rights Agent in connection with
the execution, acceptance and administration of this Agreement and the exercise
and performance hereunder of its duties, including the costs and expenses of
defending against and appealing any claim of liability in the premises. The
indemnity provided herein shall survive the termination of this Agreement and
the expiration of the Rights. The costs and expenses incurred in enforcing this
right of indemnification shall be paid by the Company. Anything to the contrary
notwithstanding, in no event shall the Rights Agent be liable for special,
punitive, indirect, consequential or incidental loss or damage of any kind
whatsoever (including but not limited to lost profits), even if the Rights Agent
has been advised of the likelihood of such loss or damage. Any liability of the
Rights Agent under this Agreement will be limited to the amount of fees paid by
the Company to the Rights Agent.

          The Rights Agent may conclusively rely upon and shall be protected and
shall incur no liability for, or in respect of any action taken, suffered or
omitted by it in connection with, its acceptance and administration of this
Agreement and the exercise and performance of its duties hereunder in reliance
upon any Rights Certificate or certificate for Units of Preferred Stock or
shares of Common Stock or for other securities of the Company, instrument of
assignment or transfer, power of attorney, endorsement, affidavit, letter,
notice, direction, consent, certificate, statement, or other paper or document
believed by it to be genuine and to be signed, executed and, where necessary,
verified or acknowledged, by the proper person or persons, or otherwise upon the
advice of counsel as set forth in Section 20 hereof.

          Section 19.  Merger or Consolidation or Change of Name of Rights
                       ---------------------------------------------------
Agent.
-----

          (a)  Any Person into which the Rights Agent or any successor Rights
Agent may be merged or with which it may be consolidated, or any Person
resulting from any merger or consolidation to which the Rights Agent or any
successor Rights Agent shall be a party, or any Person succeeding to the stock
transfer of the Rights Agent or any successor Rights Agent, shall be the
successor to the Rights Agent under this Agreement without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
provided that such Person would be eligible for appointment as a successor
Rights Agent under the provisions of Section 21 hereof. In case at the time such
successor Rights Agent shall succeed to the agency created by this Agreement any
of the Rights Certificates shall have been countersigned but not delivered, any
such successor Rights Agent may adopt the countersignature of the predecessor
Rights Agent and deliver such Rights Certificates so countersigned; and in case
at that time any of the Rights Certificates shall not have been countersigned,
any successor Rights Agent may countersign such Rights Certificates either in
the name of the predecessor Rights Agent or in the name of the successor Rights
Agent; and in all such cases such Rights Certificates shall have the full force
provided in the Rights Certificates and in this Agreement.

                                      27
<PAGE>

          (b)  In case at any time the name of the Rights Agent shall be changed
and at such time any of the Rights Certificates shall have been countersigned
but not delivered, the Rights Agent may adopt the countersignature under its
prior name and deliver Rights Certificates so countersigned; and in case at that
time any of the Rights Certificates shall not have been countersigned, the
Rights Agent may countersign such Rights Certificates either in its prior name
or in its changed name; and in all such cases such Rights Certificates shall
have the full force provided in the Rights Certificates and in this Agreement.

          Section 20.  Duties of Rights Agent. The Rights Agent undertakes only
                       ----------------------
the duties and obligations expressly imposed by this Agreement upon the
following terms and conditions and no implied duties or obligations shall be
read into this Agreement against the Rights Agent, by all of which the Company
and the holders of Rights Certificates, by their acceptance thereof, shall be
bound:

          (a)  Before the Rights Agent acts or refrains from acting, it may
consult with legal counsel of its choice (who may be legal counsel for the
Company), and the advice or opinion of such counsel shall be full and complete
authorization and protection to the Rights Agent as to any action taken,
suffered or omitted by it in good faith and in accordance with such advice or
opinion.

          (b)  Whenever in the administration, exercise and performance of its
duties under this Agreement the Rights Agent shall deem it necessary or
desirable that any fact or matter (including, without limitation, the identity
of any Acquiring Person and the determination of current per share market price)
be proved or established by the Company prior to taking, suffering or omitting
any action hereunder, such fact or matter (unless other evidence in respect
thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a certificate signed by any one of the Chairman of the
Board, the Chief Executive Officer, the President, any Vice President, the
Treasurer or the Secretary of the Company and delivered to the Rights Agent; and
such certificate shall be full authorization and protection to the Rights Agent
for any action taken, suffered or omitted in good faith by it under the
provisions of this Agreement in reliance upon such certificate.

          (c)  The Rights Agent shall be liable hereunder to the Company and any
other Person only for its own gross negligence or willful misconduct.

          (d)  The Rights Agent shall not be liable for or by reason of any of
the statements of fact or recitals contained in this Agreement or in the Rights
Certificates (except its countersignature thereof) or be required to verify the
same, but all such statements and recitals are and shall be deemed to have been
made by the Company only.

          (e)  The Rights Agent shall not be under any liability or
responsibility in respect of the legality, validity or enforceability of this
Agreement or the execution and delivery hereof (except the due execution hereof
by the Rights Agent) or in respect of the legality, validity or enforceability
or the execution of any Rights Certificate (except its countersignature thereof
and has actual knowledge of such change or adjustment); nor shall it be liable
or responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Rights Certificate; nor shall it be
responsible for any change in the

                                      28
<PAGE>

exercisability of the Rights (including the Rights becoming null and void
pursuant to Section 11(a)(ii) hereof) or any adjustment in the terms of the
Rights (including the manner, method or amount thereof) provided for in Section
3, 11, 13, 23 or 24, or the ascertaining of the existence of facts that would
require any such change or adjustment (except with respect to the exercise of
Rights evidenced by Rights Certificates after receipt of the certificate
described in Section 12 hereof or has actual knowledge of such change or
adjustment); nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any Units
of Preferred Stock to be issued pursuant to this Agreement or any Rights
Certificate or as to whether any Preferred Stock will, when issued, be validly
authorized and issued, fully paid and nonassessable.

          (f)  The Company agrees that it will perform, execute, acknowledge and
deliver or cause to be performed, executed, acknowledged and delivered all such
further and other acts, instruments and assurances as may reasonably be required
by the Rights Agent for the carrying out or performing by the Rights Agent of
the provisions of this Agreement.

          (g)  The Rights Agent is hereby authorized and directed to accept
instructions with respect to the administration, exercise and performance of its
duties hereunder from any one of the Chairman of the Board, the Chief Executive
Officer, the President, any Vice President, the Secretary or the Treasurer of
the Company, and to apply to such officers for advice or instructions in
connection with its duties, and it shall not be responsible or liable for any
action taken, suffered or omitted by it in good faith in accordance with
instructions of any such officer or for any delay in acting while waiting for
those instructions.  Any application by the Rights Agent for written
instructions from the Company may, at the option of the Rights Agent, set forth
in writing any action proposed to be taken or omitted by the Rights Agent under
this Agreement and the date on and/or after which such action shall be taken or
such omission shall be effective.  The Rights Agent shall not be liable for any
action taken by, or omission of, the Rights Agent in accordance with a proposal
included in any such application on or after the date specified in such
application (which date shall not be less than five (5) Business Days after the
date any officer of the Company actually received such application, unless any
such officer shall have consented in writing to an earlier date) unless, prior
to taking any such action (or the effective date in the case of an omission),
the Rights Agent shall have received written instructions in response to such
application specifying the action to be taken or omitted.

          (h)  The Rights Agent and any stockholder, affiliate, director,
officer or employee of the Rights Agent may buy, sell or deal in any of the
Rights or other securities of the Company or become pecuniarily interested in
any transaction in which the Company may be interested, or contract with or lend
money to the Company or otherwise act as fully and freely as though it were not
Rights Agent under this Agreement. Nothing herein shall preclude the Rights
Agent from acting in any other capacity for the Company or for any other Person.

          (i)  The Rights Agent may execute and exercise any of the rights or
powers hereby vested in it or perform any duty hereunder either itself or by or
through its attorneys or agents, and the Rights Agent shall not be answerable or
accountable for any act, default, neglect or misconduct of any such attorneys or
agents or for any loss to the Company resulting from any such act, default,
neglect or misconduct, provided reasonable care was exercised in the selection
and continued employment thereof.

                                      29
<PAGE>

          (j)  No provision of this Agreement shall require the Rights Agent to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in the exercise of its rights if
the Rights Agent in good faith believes that repayment of such funds or adequate
indemnification against such risk or liability is not reasonably assured to it.

          (k)  If, with respect to any Rights Certificate surrendered to the
Rights Agent for exercise, transfer, split up, combination or exchange, the
certification on the form of assignment or form of election to purchase, as the
case may be, that the Rights evidenced by the Rights Certificate are not owned
by an Acquiring Person, or an Affiliate or Associate thereof, has either not
been completed or in any manner indicates any other response thereto, the Rights
Agent shall not take any further action with respect to such requested exercise,
transfer, split up, combination or exchange, without first consulting with the
Company.

          Section 21.  Change of Rights Agent. The Rights Agent or any successor
                       ----------------------
Rights Agent may resign and be discharged from its duties under this Agreement
upon 30 days' notice in writing mailed to the Company and to each transfer agent
of the Common Stock or Preferred Stock (as to which the Rights Agent has
received prior written notice) by registered or certified mail, and the Company
shall mail notice thereof to the holders of the Rights Certificates by first-
class mail. The Company may remove the Rights Agent or any successor Rights
Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor
Rights Agent, as the case may be, and to each transfer agent of the Common Stock
or Preferred Stock (as to which the Rights Agent has received prior written
notice) by registered or certified mail, and to the holders of the Rights
Certificates by first-class mail. If the Rights Agent shall resign or be removed
or shall otherwise become incapable of acting, the Company shall appoint a
successor to the Rights Agent. If the Company shall fail to make such
appointment within a period of 30 days after giving notice of such removal or
after it has been notified in writing of such resignation or incapacity by the
resigning or incapacitated Rights Agent or by the holder of a Rights Certificate
(who shall, with such notice, submit such holder's Rights Certificate for
inspection by the Company), then the registered holder of any Rights Certificate
may apply to any court of competent jurisdiction for the appointment of a new
Rights Agent. Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be (i) a Person organized and doing business under the laws
of the United States or of any state of the United States, in good standing,
authorized under such laws to exercise stock transfer powers, and subject to
supervision or examination by federal or state authority and which has at the
time of its appointment as Rights Agent a combined capital and surplus of at
least $50 million or (ii) an affiliate of such Person. After appointment, the
successor Rights Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose. Not later than the effective date of any such appointment the
Company shall file notice thereof in writing with the predecessor Rights Agent
and each transfer agent of the Common Stock or Preferred Stock, and mail a
notice thereof in writing to the registered holders of the Rights Certificates.
Failure to give any notice provided for in this Section 21, however, or any
defect therein, shall not affect the legality or validity of the resignation or
removal of the Rights Agent or the appointment of the successor Rights Agent, as
the case may be.

                                      30
<PAGE>

          Section 22.  Issuance of New Rights Certificates.  Notwithstanding any
                       -----------------------------------
of the provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Rights Certificates evidencing Rights in
such form as may be approved by its Board of Directors to reflect any adjustment
or change in the Purchase Price and the number or kind or class of shares or
other securities or property purchasable under the Rights Certificates made in
accordance with the provisions of this Agreement. In addition, in connection
with the issuance or sale of shares of Common Stock following the Distribution
Date and prior to the Expiration Date, the Company (a) shall, with respect to
shares of Common Stock so issued or sold pursuant to the exercise of stock
options or under any employee benefit plan or arrangement or upon the exercise,
conversion or exchange of securities of the Company currently outstanding or
issued at any time in the future by the Company and (b) may, in any other case,
if deemed necessary or appropriate by the Board of Directors of the Company,
issue Rights Certificates representing the appropriate number of Rights in
connection with such issuance or sale; provided, however, that (i) no such
                                       --------  -------
Rights Certificate shall be issued and this sentence shall be null and void ab
initio if, and to the extent that, such issuance or this sentence would create a
significant risk of or result in material adverse tax consequences to the
Company or the Person to whom such Rights Certificate would be issued or would
create a significant risk of or result in such options' or employee plans' or
arrangements' failing to qualify for otherwise available special tax treatment
and (ii) no such Rights Certificate shall be issued if, and to the extent that,
appropriate adjustment shall otherwise have been made in lieu of the issuance
thereof.

          Section 23.  Redemption and Termination.
                       --------------------------

          (a)  The Company may, at its option, upon approval by the Board of
Directors, at any time prior to the earlier of (i) if the Acquiring Person
beneficially owns or has ever beneficially owned more than 50% of the Common
Stock then outstanding, the Shares Acquisition Date, (ii) if the Acquiring
Person does not beneficially own and has never beneficially owned more than 50%
of the Common Stock then outstanding, ten Business Days after the Shares
Acquisition Date (or any later time up to 20 days after such Shares Acquisition
Date as and if, by majority vote during such 20-day period, the Board so
authorizes), or (iii) the Final Expiration Date redeem all but not less than all
the then outstanding Rights at a redemption price of $0.001 per Right,
appropriately adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date hereof (such redemption price being
hereinafter referred to as the "Redemption Price"), and the Company may, at its
option, pay the Redemption Price either in cash, shares of Common Stock (based
on the current per share market price thereof (as determined pursuant to Section
11(d) hereof) at the time of redemption), or any other form of consideration
deemed appropriate by the Board of Directors of the Company.  The redemption of
the Rights by the Board of Directors of the Company may be made effective at
such time on such basis and with such conditions as the Board of Directors of
the Company in its sole discretion may establish.

          (b)  Immediately upon the action of the Board of Directors of the
Company ordering the redemption of the Rights pursuant to paragraph (a) of this
Section 23, and without any further action and without any notice, the right to
exercise the Rights will terminate and the only right thereafter of the holders
of Rights shall be to receive the Redemption Price.  The Company shall promptly
give public notice of any such redemption; provided, however, that the failure
                                           --------  -------
to give, or any defect in, any such notice shall not affect the validity of such
redemption.

                                      31
<PAGE>

Within 10 days after such action of the Board of Directors of the Company
ordering the redemption of the Rights, the Company shall give notice of such
redemption to the Rights Agent and shall mail a notice of redemption to all the
holders of the then outstanding Rights at their last addresses as they appear
upon the registry books of the Rights Agent or, prior to the Distribution Date,
on the registry books of the transfer agent for the Common Stock. Any notice
which is mailed in the manner herein provided shall be deemed given, whether or
not the holder receives the notice. Each such notice of redemption will state
the method by which the payment of the Redemption Price will be made. Neither
the Company nor any of its Affiliates or Associates may redeem, acquire or
purchase for value any Rights at any time in any manner other than that
specifically set forth in this Section 23 or in Section 24 hereof, and other
than in connection with the purchase of shares of Common Stock prior to the
Distribution Date.

          (c)  Notwithstanding anything contained in this Agreement to the
contrary, the Rights shall not be exercisable pursuant to Section 7(a) at any
time when the Rights are redeemable hereunder.

          Section 24.  Exchange.
                       --------

          (a)  The Company, at its option, upon approval by the Company's Board
of Directors, at any time after any Person becomes an Acquiring Person, may
exchange all or part of the then outstanding and exercisable Rights (which shall
not include Rights that have become void pursuant to the provisions of Section
7(e) hereof) for Units of Preferred Stock at an exchange ratio equal to, subject
to adjustment to reflect stock splits, stock dividends and similar transactions
occurring after the date hereof, that number obtained by dividing the Purchase
Price by the then current per share market price per Unit of Preferred Stock on
the earlier of (i) the date on which any Person becomes an Acquiring Person and
(ii) the date on which a tender or exchange offer by any Person (other than the
Company, any Subsidiary of the Company, any employee benefit plan maintained by
the Company or any of its Subsidiaries or any trustee or fiduciary with respect
to such plan acting in such capacity) is first published or sent or given within
the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor
rule, if upon consummation thereof such Person would be the Beneficial Owner of
15% or more of the shares of Common Stock then outstanding (such exchange ratio
being hereinafter referred to as the "Section 24(a) Exchange Ratio").
Notwithstanding the foregoing, the Company may not effect such exchange at any
time after any Person (other than the Company, any Subsidiary of the Company,
any employee benefit plan maintained by the Company or any of its Subsidiaries,
or any trustee or fiduciary with respect to such plan acting in such capacity),
together with all Affiliates and Associates of such Person, becomes the
Beneficial Owner of 50% or more of the shares of Common Stock then outstanding.

          (b)  Immediately upon the action of the Board of Directors of the
Company ordering the exchange of any Rights pursuant to subsection (a) of this
Section 24 and without any further action and without any notice, the right to
exercise such Rights shall terminate and the only right thereafter of holders of
such Rights shall be to receive that number of Units of Preferred Stock equal to
the number of such Rights held by such holder multiplied by the Section 24(a)
Exchange Ratio.  The Company shall promptly give public notice of any such
exchange (with prompt notice thereof to the Rights Agent); provided, however,
                                                           --------  -------
that the failure to give, or any defect in, such notice shall not affect the
validity of such exchange.  The Company

                                      32
<PAGE>

promptly shall mail a notice of any such exchange to all of the holders of such
Rights at their last addresses as they appear upon the registry books of the
Rights Agent. Any notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice. Each such notice of
exchange will state the method by which the exchange of Units of Preferred Stock
for Rights will be effected and, in the event of any partial exchange, the
number of Rights which will be exchanged. Any partial exchange shall be effected
pro rata based on the number of Rights (other than Rights which have become void
pursuant to the provisions of Section 7(e) hereof) held by each holder of
Rights.

          (c)  In the event that the number of shares of Preferred Stock which
are authorized by the Company's Certificate of Incorporation but not outstanding
or reserved for issuance for purposes other than upon exercise of the Rights are
not sufficient to permit any exchange of Rights as contemplated in accordance
with this Section 24, the Company shall take all such action as may be necessary
to authorize additional shares of Preferred Stock for issuance upon exchange of
the Rights or make adequate provision to substitute (1) cash, (2) Company Common
Stock or other equity securities of the Company, (3) debt securities of the
Company, (4) other assets, or (5) any combination of the foregoing, having an
aggregate value equal to the Adjustment Spread, where such aggregate value has
been determined by the Company's Board of Directors.

          (d)  The Company shall not be required to issue fractions smaller than
or to distribute certificates which evidence fractions smaller than one ten-
thousandth of a share of Preferred Stock.  In lieu thereof, the Company shall
pay to the registered holders of the Rights Certificates with regard to which
such fractional Units would otherwise be issuable an amount in cash equal to the
same fraction of the current per share market price (as determined pursuant to
Section 11(d)(i) hereof) of one Unit of Preferred Stock.

          Section 25.  Notice of Certain Events.
                       ------------------------

          (a)  In case the Company shall propose (i) to pay any dividend payable
in stock of any class to the holders of its Preferred Stock or to make any other
distribution to the holders of its Preferred Stock (other than a regular
quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock
rights or warrants to subscribe for or to purchase any additional Units of
Preferred Stock or shares of stock of any class or any other securities, rights
or options, (iii) to effect any reclassification of its Preferred Stock (other
than a reclassification involving only the subdivision of outstanding Preferred
Stock), (iv) to effect any consolidation or merger into or with any other Person
(other than a Subsidiary of the Company in a transaction which complies with
Section 11(o)), or to effect any sale or other transfer (or to permit one or
more of its Subsidiaries to effect any sale or other transfer), in one or more
transactions, of 50% or more of the assets or earning power of the Company and
its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the
liquidation, dissolution or winding up of the Company, or (vi) to declare or pay
any dividend on the Common Stock payable in shares of Common Stock or to effect
a subdivision, combination or consolidation of the shares of Common Stock (by
reclassification or otherwise than by payment of dividends in shares of Common
Stock), then, in each such case, the Company shall give to each holder of a
Rights Certificate and the Rights Agent, in accordance with Section 26 hereof, a
notice of such proposed action, which shall specify the record date for the
purposes of such stock dividend, or distribution of rights or

                                      33
<PAGE>

warrants, or the date on which such reclassification, consolidation, merger,
sale, transfer, liquidation, dissolution, or winding up is to take place and the
date of participation therein by the holders of the shares of Common Stock
and/or shares of Preferred Stock, if any such date is to be fixed, and such
notice shall be so given in the case of any action covered by clause (i) or (ii)
above at least ten days prior to the record date for determining holders of the
shares of Preferred Stock for purposes of such action, and in the case of any
such other action, at least ten days prior to the date of the taking of such
proposed action or the date of participation therein by the holders of the
shares of Common Stock and/or shares of Preferred Stock, whichever shall be the
earlier.

          (b)  In case any of the events set forth in Section 11(a)(ii) hereof
shall occur, then the Company shall as soon as practicable thereafter give to
each holder of a Rights Certificate, in accordance with Section 26 hereof, a
notice of the occurrence of such event, which notice shall describe such event
and the consequences of such event to holders of Rights under Section 11(a)(ii)
hereof.  In the event any Person becomes an Acquiring Person, the Company will
promptly notify the Rights Agent thereof.

          Section 26.  Notices.  Notices or demands authorized by this Agreement
                       -------
to be given or made by the Rights Agent or by the holder of any Rights
Certificate to or on the Company shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another address is filed in
writing with the Rights Agent) as follows:

          P-Com, Inc.
          3175 S. Winchester Boulevard
          Campbell, California 95008

          Attention:  George P. Roberts

Subject to the provisions of Section 21 hereof, any notice or demand authorized
by this Agreement to be given or made by the Company or by the holder of any
Rights Certificate to or on the Rights Agent shall be sent by registered or
certified mail and shall be deemed given upon receipt and addressed (until
another address is filed in writing with the Company) as follows:

          Fleet National Bank
          c/o EquiServe
          150 Royall Street
          Canton, MA 02021

          Attention:  Client Administration

Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Rights Certificate shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed to such holder at the address of such holder as shown on the registry
books of the Company.

          Section 27.  Supplements and Amendments. Prior to the Distribution
                       --------------------------
Date, the Company may supplement or amend this Agreement in any respect, without
the approval of any holders of Rights, by action of its Board of Directors, and
the Rights Agent shall, if the

                                      34
<PAGE>

Company so directs, execute such supplement or amendment. From and after the
Distribution Date, the Company may from time to time supplement or amend this
Agreement without the approval of any holders of Rights, by action of its Board
of Directors, in order (i) to cure any ambiguity, (ii) to correct or supplement
any provision contained herein which may be defective or inconsistent with any
other provisions herein, (iii) to shorten or lengthen any time period hereunder
or (iv) to change or supplement the provisions hereunder in any manner which the
Company may deem necessary or desirable and which shall not adversely affect the
interests of the holders of Rights Certificates (other than an Acquiring Person
or an Affiliate or Associate of an Acquiring Person), including, without
limitation, to change the Purchase Price, the Redemption Price, any time periods
herein specified, and any other term hereof, any such supplement or amendment to
be evidenced by a writing signed by the Company and the Rights Agent; provided,
                                                                      --------
however, that from and after such time as any Person becomes an Acquiring
-------
Person, this Agreement shall not be amended in any manner which would adversely
affect the interests of the holders of Rights and further provided that such
supplement or amendment does not change or increase the Rights Agent's duties,
liabilities or obligations. Upon receipt of a certificate from an appropriate
officer of the Company that the proposed supplement or amendment is consistent
with this Section 27 and, after such time as any Person has become an Acquiring
Person, that the proposed supplement or amendment does not adversely affect the
interests of the holders of Rights, the Rights Agent shall execute such
supplement or amendment. Notwithstanding the foregoing, no supplement or
amendment that would adversely affect, in any material manner, a Series B
Purchaser (or transferee thereof as contemplated by any Securities Purchase
Agreement) shall be made without the prior consent of such Series B Purchaser
(or transferee thereof as contemplated by any Securities Purchase Agreement).

          Section 28.  Successors.  All the covenants and provisions of this
                       ----------
Agreement by or for the benefit of the Company or the Rights Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.

          Section 29.  Determinations and Actions by the Board of Directors.
                       ----------------------------------------------------
For all purposes of this Agreement, any calculation of the number of shares of
Common Stock outstanding at any particular time, including for purposes of
determining the particular percentage of such outstanding shares of Common Stock
of which any Person is the Beneficial Owner, shall be made in accordance with
the last sentence of Rule 13d-3(d)(1)(i) of the Exchange Act. The Board of
Directors of the Company shall have the exclusive power and authority to
administer this Agreement and to exercise all rights and powers specifically
granted to the Board of Directors, or the Company, or as may be necessary or
advisable in the administration of this Agreement, including, without
limitation, the right and power to (i) interpret the provisions of this
Agreement and (ii) make all determinations deemed necessary or advisable for the
administration of this Agreement (including a determination to redeem or not
redeem the Rights or to amend the Agreement). All such actions, calculations,
interpretations and determinations (including, for purposes of clause (y) below,
all omissions with respect to the foregoing), which are done or made by the
Board of Directors in good faith, shall (x) be final, conclusive and binding on
the Company, the Rights Agent, the holders of the Rights Certificates and all
other parties and (y) not subject the Board of Directors to any liability to the
holders of the Rights. The Rights Agent is entitled to always assume the
Company's Board of Directors acted in good faith and shall be fully protected
and incur no liability in reliance thereon.

                                      35
<PAGE>

          Section 30.  Benefits of This Agreement.  Nothing in this Agreement
                       --------------------------
shall be construed to give to any person or corporation other than the Company,
the Rights Agent and the registered holders of the Rights Certificates (and,
prior to the Distribution Date, shares of Common Stock) any legal or equitable
right, remedy or claim under this Agreement; but this Agreement shall be for the
sole and exclusive benefit of the Company, the Rights Agent and the registered
holders of the Rights Certificates (and, prior to the Distribution Date, shares
of Common Stock).

          Section 31.  Severability.  If any term, provision, covenant or
                       ------------
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated;
provided, however, that notwithstanding anything in this Agreement to the
--------  -------
contrary, if any such term, provision, covenant or restriction is held by such
court or authority to be invalid, void or unenforceable and the Board of
Directors of the Company determines in its good faith judgment that severing the
invalid language from this Agreement would adversely affect the purpose or
effect of this Agreement, the right of redemption set forth in Section 23 hereof
shall be reinstated and shall not expire until the tenth Business Day following
the date of such determination by the Board of Directors of the Company.

          Section 32.  Governing Law.  This Agreement and each Rights
                       -------------
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of California and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State; provided, however, that all
                                                  --------  -------
provisions regarding the rights, duties and obligations of the Rights Agent
shall be governed by and construed in accordance with the laws of the State of
New York applicable to contracts made to be performed entirely within such
State.

          Section 33.  Counterparts.  This Agreement may be executed in any
                       ------------
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.

          Section 34.  Descriptive Headings.  Descriptive headings of the
                       --------------------
several sections of this Agreement are inserted or convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.

                                      36
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of January 24, 2001.


                                     P-COM, INC.


                                     By: /s/ George P. Roberts
                                         --------------------------------------
                                         Name:  George P. Roberts
                                         Title: Chairman of the Board and CEO


                                     FLEET NATIONAL BANK as Rights Agent


                                     By: /s/ Margaret Prentice
                                         --------------------------------------
                                         Name:  Margaret Prentice
                                         Title: Managing Director

                                      37
<PAGE>

                                                                       Exhibit A
                                                                       ---------


                                      FORM

                                       of

                              AMENDED AND RESTATED

                          CERTIFICATE OF DESIGNATIONS

                                       of

                 SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                       of

                                  P-COM, INC.

                        (Pursuant to Section 151 of the

                       Delaware General Corporation Law)

                       __________________________________


          P-COM, INC., a corporation organized and existing under the General
Corporation Law of the State of Delaware (hereinafter called the "Corporation"),
hereby certifies that the following resolution was adopted by the Board of
Directors of the Corporation as required by Section 151 of the Delaware General
Corporation Law ("DGCL") at a meeting duly called and held on November 28, 1998;

          WHEREAS, at a meeting duly called on September 26, 1997, the Board of
Directors of the Corporation (the "Board of Directors" or the "Board") adopted a
resolution creating a series of preferred stock, par value $0.0001 per share,
designated "Series A Junior Participating Preferred Stock" (the "Series A
Preferred Stock"), and stated the number of shares and fixed the relative
rights, references and limitations thereof in a Certificate of Designations
filed with the Delaware Secretary of State on October 8, 1997; and

          WHEREAS, as of the date hereof, no shares of the Series A Preferred
Stock have been issued; and

          WHEREAS, the Board of Directors now deems it advisable and in the best
interest of the stockholders of the Corporation at this time to amend and
restate the Certificate of Designations for the Series A Preferred Stock;

          NOW THEREFORE, pursuant to the authority vested granted to and vested
in the Board of Directors of the Corporation in accordance with the provisions
of the Certificate of Incorporation and Section 151(g) of the DGCL, the Board of
Directors hereby decreases the

                                      A-1
<PAGE>

number of shares of Series A Preferred Stock, and amends and restates the
relative rights, preferences, and limitations of the Series A Preferred Stock as
follows:

              Series A Junior Participating Preferred Stock:

              Section 1.  Designation and Amount.  The shares of such series
                          ----------------------
shall be designated as "Series A Junior Participating Preferred Stock" (the
"Series A Preferred Stock") and the number of shares constituting the Series A
Preferred Stock shall be Five Hundred Thousand (500,000).  Such number of shares
may be increased or decreased by resolution of the Board of Directors; provided,
                                                                       --------
that no decrease shall reduce the number of shares of Series A Preferred Stock
to a number less than the number of shares then outstanding plus the number of
shares reserved for issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding securities issued by the
Corporation convertible into Series A Preferred Stock.

              Section 2.  Dividends and Distributions.
                          ---------------------------

              (A) Subject to the rights of the holders of any shares of any
     series of Preferred Stock (or any similar stock) ranking prior and superior
     to the Series A Preferred Stock with respect to dividends, each holder of a
     share of Series A Preferred Stock, in preference to the holders of shares
     of Common Stock, par value $.0001 per share (the "Common Stock"), of the
     Corporation, and of any other junior stock, shall be entitled to receive,
     when declared by the Board of Directors out of funds legally available for
     the purpose, quarterly dividends payable in cash on the first day of March,
     June, September and December in each year (each such date being referred to
     herein as a "Quarterly Dividend Payment Date"), commencing on the first
     Quarterly Dividend Payment Date after the first issuance of a share or
     fraction of a share Series A Preferred Stock, in an amount per share
     (rounded to the nearest cent) equal to, subject to the provision for
     adjustment hereinafter set forth, Ten Thousand (10,000) times the aggregate
     per share amount of all cash dividends, and Ten Thousand (10,000) times the
     aggregate per share amount (payable in kind) of all non-cash dividends or
     other distributions, other than a dividend payable in shares of Common
     Stock or a subdivision of the outstanding shares of Common Stock (by
     reclassification or otherwise), declared on the Common Stock since the
     immediately preceding Quarterly Dividend Payment Date or, with respect to
     the first Quarterly Dividend Payment Date, since the first issuance of a
     share or fraction of Series A Preferred Stock. In the event the Corporation
     shall at any time declare or pay any dividend on the Common Stock payable
     in shares of Common Stock, or effect a subdivision or combination or
     consolidation of the outstanding shares of Common Stock (by
     reclassification or otherwise than by payment of a dividend in shares of
     Common Stock) into a greater or lesser number of shares of Common Stock,
     then in each such case the amount to which holders of shares of Series A
     Preferred Stock were entitled immediately prior to such event under the
     preceding sentence shall be adjusted by multiplying such amount by a
     fraction, the numerator of which is the number of shares of Common Stock
     outstanding immediately after such event and the denominator of which is
     the number of shares of Common Stock that were outstanding immediately
     prior to such event.

                                      A-2
<PAGE>

             (B) The Corporation shall declare a dividend or distribution on the
     shares of Series A Preferred Stock as provided in paragraph (A) of this
     Section immediately after it declares a dividend or distribution on the
     Common Stock (other than a dividend payable in shares of Common Stock);
     provided, however, that, in the event no dividend or distribution shall
     --------  -------
     have been declared on the Common Stock during the period between any
     Quarterly Distribution Date and the next subsequent Quarterly Dividend
     Payment Date, a dividend of $10,000 per share of Series A Preferred Stock
     shall nevertheless be payable on such subsequent Quarterly Dividend Payment
     Date.

             (C) Dividends shall begin to accrue and be cumulative on each
     outstanding share of Series A Participating Preferred Stock from the
     Quarterly Dividend Payment Date next preceding the date of issue of such
     share of Series A Participating Preferred Stock, unless the date of issue
     of such share is prior to the record date for the first Quarterly Dividend
     Payment Date, in which case dividends on such share shall begin to accrue
     from the date of issue of such share, or unless the date of issue is a
     Quarterly Dividend Payment Date or is a date after the record date for the
     determination of holders of shares of Series A Preferred Stock entitled to
     receive a quarterly dividend and before such Quarterly Dividend Payment
     Date, in either of which events such dividends shall begin to accrue and be
     cumulative from such Quarterly Dividend Payment Date.  Accrued but unpaid
     dividends shall not bear interest.  Dividends paid on the shares of Series
     A Preferred Stock in an amount less than the total amount of such dividends
     at the time accrued and payable on such shares shall be allocated pro rata
     on a share-by-share basis among all such shares at the time outstanding.
     The Board of Directors may fix a record date for the determination of
     holders of shares of Series A Preferred Stock entitled to receive payment
     of a dividend or distribution declared thereon, which record date shall be
     not more than 60 days prior to the date fixed for the payment thereof.

             Section 3.  Voting Rights.  The holders of shares of Series A
                         -------------
Preferred Stock shall have the following voting rights:

             (A)  Subject to the provision for adjustment hereinafter set forth,
     each share of Series A Preferred Stock shall entitle the holder thereof to
     Ten Thousand (10,000) votes on all matters submitted to a vote of the
     stockholders of the Corporation.  In the event the Corporation shall at any
     time declare or pay any dividend on the Common Stock payable in shares of
     Common Stock, or effect a subdivision or combination or consolidation of
     the outstanding shares of Common Stock (by reclassification or otherwise
     than by payment of a dividend in shares of Common Stock) into a greater or
     lesser number of shares of Common Stock, then in each such case the number
     of votes per share to which holders of shares of Series A Preferred Stock
     were entitled immediately prior to such event shall be adjusted by
     multiplying such number by a fraction, the numerator of which is the number
     of shares of Common Stock outstanding immediately after such event and the
     denominator of which is the number of shares of Common Stock that were
     outstanding immediately prior to such event.

             (B)  Except as otherwise provided herein, in any other Certificate
     of Designations creating a series of Preferred Stock or any similar stock,
     or by law, the holders of shares of Series A Preferred Stock and the
     holders of shares of Common Stock

                                      A-3
<PAGE>

     and any other capital stock of the Corporation having general voting rights
     shall vote together as one class on all matters submitted to a vote of
     stockholders of the Corporation.

              (C)   Except as set forth herein, or as otherwise provided by law,
     holders of Series A Preferred Stock shall have no special voting rights and
     their consent shall not be required (except to the extent they are entitled
     to vote with holders of Common Stock as set forth herein) for taking any
     corporate action.

              Section 4.  Certain Restrictions.
                          --------------------

              (A)   Whenever quarterly dividends or other dividends or
     distributions payable on the Series A Preferred Stock as provided in
     Section 2 are in arrears, thereafter and until all accrued and unpaid
     dividends and distributions, whether or not declared, on shares of Series A
     Preferred Stock outstanding shall have been paid in full, the Corporation
     shall not:

                    (i)    declare or pay dividends, or make any other
          distributions, on any shares of stock ranking junior (either as to
          dividends or upon liquidation, dissolution or winding up) to the
          Series A Preferred Stock;

                    (ii)   declare or pay dividends, or make any other
          distributions, on any shares of stock ranking on a parity (either as
          to dividends or upon liquidation, dissolution or winding up) with the
          Series A Preferred Stock, except dividends paid ratably on the shares
          of Series A Preferred Stock and all such parity stock on which
          dividends are payable or in arrears in proportion to the total amounts
          to which the holders of all such shares are then entitled;

                    (iii)  redeem or purchase or otherwise acquire for
          consideration shares of any stock ranking junior (either as to
          dividends or upon liquidation, dissolution or winding up) to the
          Series A Preferred Stock, provided that the Corporation may at any
          time redeem, purchase or otherwise acquire shares of any such junior
          stock in exchange for shares of any stock of the Corporation ranking
          junior (either as to dividends or upon dissolution, liquidation or
          winding up) to the Series A Preferred Stock; or

                    (iv)   redeem or purchase or otherwise acquire for
          consideration any shares of Series A Preferred Stock, or any shares of
          stock ranking on a parity with the Series A Preferred Stock, except in
          accordance with a purchase offer made in writing or by publication (as
          determined by the Board of Directors) to all holders of such shares
          upon such terms as the Board of Directors, after consideration of the
          respective annual dividend rates and other relative rights and
          preferences of the respective series and classes, shall determine in
          good faith will result in fair and equitable treatment among the
          respective series or classes.

          (B) The Corporation shall not permit any subsidiary of the Corporation
     to purchase or otherwise acquire for consideration any shares of stock of
     the Corporation

                                      A-4
<PAGE>

     unless the Corporation could, under paragraph (A) of this Section 4,
     purchase or otherwise acquire such shares at such time and in such manner.

              Section 5.  Reacquired Shares.  Any shares of Series A Preferred
                          -----------------
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof.  All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of a new series
of Preferred Stock subject to the conditions and restrictions on issuance set
forth herein, in the Certificate of Incorporation, or in any other Certificate
of Designations creating a series of Preferred Stock or any similar stock or as
otherwise required by law.

              Section 6.  Liquidation, Dissolution or Winding Up.
                          --------------------------------------

              (A)  Upon any liquidation, dissolution or winding up of the
     Corporation, subject to the rights of holders of securities ranking senior
     to the Series A Preferred Stock, no distribution shall be made (1) to the
     holders of shares of stock ranking junior (either as to dividends or upon
     liquidation, dissolution or winding up) to the Series A Preferred Stock
     unless, prior thereto, the holders of shares of Series A Preferred Stock
     shall have received Ten Thousand Dollars ($10,000) per share, plus an
     amount equal to accrued and unpaid dividends and distributions thereon,
     whether or not declared, to the date of such payment (the "Series A
     Liquidation Preference"), provided that the holders of shares of Series A
     Preferred Stock shall be entitled to receive an aggregate amount per share,
     subject to the provision for adjustment hereinafter set forth, equal to
     10,000 times the aggregate amount to be distributed per share to holders of
     shares of Common Stock (the "Common Adjustment"), or (2) to the holders of
     shares of stock ranking on a parity (either as to dividends or upon
     liquidation, dissolution or winding up) with the Series A Preferred Stock,
     except distributions made ratably on the Series A Preferred Stock and all
     such parity stock in proportion to the total amounts to which the holders
     of all such shares are entitled upon such liquidation, dissolution or
     winding up.  In the event the Corporation shall at any time declare or pay
     any dividend on the Common Stock payable in shares of Common Stock, or
     effect a subdivision or combination or consolidation of the outstanding
     shares of Common Stock (by reclassification or otherwise than by payment of
     a dividend in shares of Common Stock) into a greater or lesser number of
     shares of Common Stock, then in each such case the aggregate amount to
     which holders of shares of Series A Preferred Stock were entitled
     immediately prior to such event under the proviso in clause (1) of the
     preceding sentence shall be adjusted by multiplying such amount by a
     fraction the numerator of which is the number of shares of Common Stock
     outstanding immediately after such event and the denominator of which is
     the number of shares of Common Stock that were outstanding immediately
     prior to such event (the "Adjustment Number").

              (B)  In the event, however, that there are not sufficient assets
     available to permit payment in full of the Series A Liquidation Preference
     and the liquidation preferences of all other series of Preferred Stock, if
     any, which rank on a parity with the Series A Participating Preferred
     Stock, then such remaining assets shall be distributed ratably to the
     holders of such parity shares in proportion to their respective liquidation
     preferences.  In the event, however, that there are not sufficient assets
     available to permit

                                      A-5
<PAGE>

     payment in full of the Common Adjustment, then such remaining assets shall
     be distributed ratably to the holders of Common Stock.

              (C) In the event the Corporation shall at any time after the date
     hereof (i) declare any dividend on Common Stock payable in shares of Common
     Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
     outstanding Common Stock into a smaller number of shares, then in each such
     case the Adjustment Number in effect immediately prior to such event shall
     be adjusted by multiplying such Adjustment Number by a fraction the
     numerator of which is the number of shares of Common Stock outstanding
     immediately after such event and the denominator of which is the number of
     shares of Common Stock that were outstanding immediately prior to such
     event.

              Section 7.  Consolidation, Merger, etc.  In case the Corporation
                          --------------------------
shall enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other stock
or securities, cash and/or any other property, then in any such case each share
of Series A Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to Ten Thousand (10,000) times the aggregate amount
of stock, securities, cash and/or any other property (payable in kind), as the
case may be, into which or for which each share of Common Stock is changed or
exchanged.  In the event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the amount set forth in the preceding sentence with respect to
the exchange or change of shares of Series A Preferred Stock shall be adjusted
by multiplying such amount by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

              Section 8.  No Redemption.  The shares of Series A Preferred Stock
                          -------------
shall not be redeemable.

              Section 9.  Rank.  The Series A Preferred Stock shall rank, with
                          ----
respect to the payment of dividends and the distribution of assets, junior to
all series of any other class of the Corporation's Preferred Stock.

              Section 10. Amendment.  The Certificate of Incorporation of the
                          ---------
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of at
least a majority of the outstanding shares of Series A Preferred Stock, voting
together as a single class.

                                      A-6
<PAGE>

          IN WITNESS WHEREOF, this Amended and Restated Certificate of
Designations is executed on behalf of the Corporation by its Chief Financial
Officer and Vice President of Finance and Administration and attested by its
Secretary this 18th day of December, 1998.

                                                ________________________________
                                                Name: Mike Sophie
                                                Title: Chief Financial Officer
Attest:


_____________________________________
Name: Warren T. Lazarow
Title: Secretary

                                      A-7

<PAGE>

                                                                       Exhibit B
                                                                       ---------

                      Form of Amended Rights Certificate

Certificate No. R-                                               ________ Rights

          NOT EXERCISABLE AFTER OCTOBER 1, 2007 OR EARLIER IF
          REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO
          REDEMPTION AT THE OPTION OF THE COMPANY AT $.001 PER RIGHT
          AND TO EXCHANGE ON THE TERMS SET FORTH IN THE AMENDED AND
          RESTATED RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES,
          RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN
          AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH
          TERMS ARE DEFINED IN THE AMENDMENT AND RESTATED AGREEMENT)
          AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL
          AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS
          CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO
          WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR
          ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED
          IN THE AMENDED AND RESTATED RIGHTS AGREEMENT). ACCORDINGLY,
          THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY
          MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN
          SUCH AMENDED AND RESTATED RIGHTS AGREEMENT.]


                              Rights Certificate

                                  P-COM, INC.

          This certifies that __________________________________, or registered
assigns, is the registered owner of the number of Rights set forth above, each
of which entitles the owner thereof, subject to the terms, provisions and
conditions of the Amended and Restated Rights Agreement, dated as of January 24,
2001 (the "Amended and Restated Rights Agreement"), between P-COM, INC., a
Delaware corporation (the "Company"), and FLEET NATIONAL BANK (the "Rights
Agent"), to purchase from the Company at any time after the Distribution Date
(as such term is defined in the Amended and Restated Rights Agreement) and prior
to 5:00 P.M., California time, on October 1, 2007 at the office of the Rights
Agent designated for such purpose, or at the office of its successor as Rights
Agent, one ten-thousandth (a "Unit") of a fully paid non-assessable share of
Series A Junior Participating Preferred Stock, par value $.0001 per share (the
"Series A Preferred Stock") of the Company, at a purchase price of $125 per Unit
of Series A Preferred Stock (the "Purchase Price"), upon presentation and

                                      B-1
<PAGE>

surrender of this Rights Certificate with the Form of Election to Purchase duly
executed. The number of Rights evidenced by this Rights Certificate (and the
number of Units of Series A Preferred Stock which may be purchased upon exercise
hereof) set forth above, and the Purchase Price set forth above, are the number
and Purchase Price as of January 24, 2001 based on the Series A Preferred Stock
as constituted at such date. As provided in the Amended and Restated Rights
Agreement, the Purchase Price and the number of Units of Series A Preferred
Stock which may be purchased upon the exercise of the Rights evidenced by this
Rights Certificate are subject to modification and adjustment upon the happening
of certain events.

          This Rights Certificate is subject to all of the terms, provisions and
conditions of the Amended and Restated Rights Agreement, which terms, provisions
and conditions are hereby incorporated herein by reference and made a part
hereof and to which Amended and Restated Rights Agreement reference is hereby
made for a full description of the rights, limitations of rights, obligations,
duties and immunities hereunder of the Rights Agent, the Company and the holders
of the Rights Certificates. Copies of the Amended and Restated Rights Agreement
are on file at the principal executive offices of the Company.

          This Rights Certificate, with or without other Rights Certificates,
upon surrender at the office of the Rights Agent designated for such purpose,
may be exchanged for another Rights Certificate or Rights Certificates of like
tenor and date evidencing Rights entitling the holder to purchase a like
aggregate number of Series A Preferred Stock as the Rights evidenced by the
Rights Certificate or Rights Certificates surrendered shall have entitled such
holder to purchase. If this Rights Certificate shall be exercised in part, the
holder shall be entitled to receive upon surrender hereof another Rights
Certificate or Rights Certificates for the number of whole Rights not exercised.

          Subject to the provisions of the Amended and Restated Rights
Agreement, the Rights evidenced by this Certificate may be redeemed by the
Company at a redemption price of $.001 per Right.

          No fractional shares of Series A Preferred Stock will be issued upon
the exercise of any Rights or Rights evidenced hereby (other than fractions
which are integral multiples of one ten-thousandth of a share of Series A
Preferred Stock, which may, at the election of the Company, be evidenced by
depositary receipts), but in lieu thereof a cash payment will be made, as
provided in the Amended and Restated Rights Agreement.

          No holder of this Rights Certificate, as such, shall be entitled to
vote or receive dividends or be deemed for any purpose the holder of Units of
Series A Preferred Stock or of any other securities of the Company which may at
any time be issuable on the exercise hereof, nor shall anything contained in the
Amended and Restated Rights Agreement or herein be construed to confer upon the
holder hereof, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders (except as provided in the Amended and Restated Rights Agreement),
or to receive dividends or subscription rights, or otherwise, until the Rights
or Rights evidenced by this Rights Certificate shall have been exercised as
provided in the Amended and Restated Rights Agreement.

                                      B-2
<PAGE>

          This Rights Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.

          WITNESS the signature of the proper officers of the Company and its
corporate seal.  Dated as of ________________________, 200_.



ATTEST                                    P-COM, INC.


By ______________________________________ By ___________________________________
   Name:                                     Name:
   Title:                                    Title:

Countersigned:

 FLEET NATIONAL BANK as Rights Agent

By:______________________________________
   Authorized Signatory

                                      B-3
<PAGE>

                  Form of Reverse Side of Rights Certificate

                              FORM OF ASSIGNMENT
                              ------------------

          (To be executed by the registered holder if such holder
          desires to transfer the Rights Certificate.)

          FOR VALUE RECEIVED ____________________________________ hereby sells,
assigns and transfers unto

                 (Please print name and address of transferee)

this Rights Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint
_________________________________ Attorney, to transfer the within Rights
Certificate on the books of the within-named Company, with full power of
substitution.

Dated:  ____________________, 200_


                                             Signature

Signature Guaranteed:

          Signatures must be guaranteed by a participant in a Securities
Transfer Association Inc. recognized signature guarantee medallion program.

                                      B-4
<PAGE>

                            CERTIFICATE
                            -----------

          The undersigned hereby certifies that the Rights evidenced by this
Rights Certificate are not beneficially owned by an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Amended and Restated Rights
Agreement).

                                             Signature



                               NOTICE
                               ------

          The signature in the foregoing Form of Assignment must conform to the
name as written upon the face of this Rights Certificate in every particular,
without alteration or enlargement or any change whatsoever.

          In the event the certification set forth above in the Form of
Assignment is not completed, the Company and the Rights Agent will deem the
beneficial owner of the Rights evidenced by this Rights Certificate to be an
Acquiring Person or an Affiliate or Associate thereof (as defined in the Amended
and Restated Rights Agreement) and such Assignment will not be honored.

                                      B-5
<PAGE>

                         FORM OF ELECTION TO PURCHASE
                         ----------------------------

    (To be executed if holder desires to exercise the Rights Certificate.)

To P-COM, INC.

          The undersigned hereby irrevocably elects to exercise ______________
Rights represented by this Rights Certificate to purchase the Units of Series A
Preferred Stock issuable upon the exercise of such Rights and requests that
certificates for such Series A Preferred Stock be issued in the name of:

Please insert social security________________________________________________ or
other identifying number (Please print name and address)

If such number of Rights shall not be all the Rights evidenced by this Rights
Certificate, a new Rights Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:

Please insert social security________________________________________________ or
other identifying number (Please print name and address)

Dated:  ________________, 200_



                                                  Signature

Signature Guaranteed:

          Signatures must be guaranteed by a participant in a Securities
Transfer Association Inc. recognized signature guarantee medallion program.

                                      B-6
<PAGE>

                                  CERTIFICATE
                                  -----------

          The undersigned hereby certifies that the Rights evidenced by this
Rights Certificate are not beneficially owned by an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Amended and Restated Rights
Agreement).

                                                  Signature


                                    NOTICE
                                    ------

          The signature in the foregoing Form of Election to Purchase must
conform to the name as written upon the face of this Rights Certificate in every
particular, without alteration or enlargement or any change whatsoever.

          In the event the certification set forth above in the Form of Election
to Purchase is not completed, the Company and the Rights Agent will deem the
beneficial owner of the Rights evidenced by this Rights Certificate to be an
Acquiring Person or an Affiliate or Associate thereof (as defined in the Amended
and Restated Rights Agreement) and such Assignment will not be honored.

                                      B-7
<PAGE>

                                                                       Exhibit C
                                                                       ---------

                                  P-COM, INC.

              AMENDED AND RESTATED SUMMARY OF RIGHTS TO PURCHASE
                      SHARES OF SERIES A PREFERRED STOCK

          On October 1, 1997, the Board of Directors of P-COM, Inc. (the
"Company") declared a dividend of one preferred share purchase right (a "Right")
for each outstanding share of Common Stock (the "Common Stock"), par value
$.0001 per share, of the Company. The dividend was payable on December 3, 1997
(the "Record Date") to the stockholders of record on that date. On various dates
through and including January 24, 2001 (the "Amendment Date") the terms and
conditions of the Rights were amended. Each Right now entitles the registered
holder to purchase from the Company one ten-thousandth (1/10,000) of a share (a
"Unit") of Series A Junior Participating Preferred Stock, par value $.0001 per
share (the "Series A Preferred Stock"), of the Company at a price of $125 per
Unit (the "Purchase Price"), subject to adjustment. The amended description and
terms of the Rights are set forth in an Amended and Restated Rights Agreement
dated as of January 24, 2001 (the "Amended and Restated Rights Agreement")
between the Company and Fleet National Bank as Rights Agent (the "Rights
Agent").

          Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") have acquired beneficial ownership of 15% or more of the
outstanding Common Stock or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time as any Person
becomes an Acquiring Person) following the commencement of, or announcement of
an intention to make, a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of 15% or more of
such outstanding Common Stock (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Stock certificates outstanding as of the Record Date, by such Common
Stock certificate with a copy of this Amended and Restated Summary of Rights
attached thereto.

          For purposes of determining whether they have become Acquiring Persons
and for other purposes for which such figure is used in this Summary of Rights,
in the case of the State of Wisconsin Investment Board and Firsthand Capital
Management, Inc. and their respective affiliates, the relevant percentage is 20%
rather than 15%.

          The Amended and Restated Rights Agreement provides that, until the
Distribution Date, the Rights will be transferred with and only with the Common
Stock. Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Stock certificates issued after the Amendment Date, upon
transfer or new issuance of Common Stock will contain, or shall be deemed to
contain, a notation incorporating the Amended and Restated Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Common Stock,
outstanding as of the Record Date, even without such notation or a copy of this
Summary of Rights being attached thereto, will also constitute the transfer of
the Rights associated with the Common Stock represented by such certificate. As
soon as practicable following the Distribution Date, separate

                                      C-1
<PAGE>

certificates evidencing the Rights ("Rights Certificates") will be mailed to
holders of record of the Common Stock as of the Close of Business on the
Distribution Date and such separate Rights Certificates alone will evidence the
Rights.

          The Rights are not exercisable until the Distribution Date.  The
Rights will expire at the close of business on October 1, 2007 (the "Final
Expiration Date"), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed or exchanged by the Company, in each case as
described below.

          The Purchase Price payable, and the number of Units of Preferred Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) upon the grant to holders of the Units of Preferred Stock
of certain rights or warrants to subscribe for or purchase Units of Preferred
Stock at a price, or securities convertible into Units of Preferred Stock with a
conversion price, less than the then current market price of the Units of
Preferred Stock or (iii) upon the distribution to holders of the Units of
Preferred Stock of evidences of indebtedness or assets (excluding regular
periodic cash dividends paid out of earnings or retained earnings or dividends
payable in Units of Preferred Stock) or of subscription rights or warrants
(other than those referred to above).

          The number of outstanding Rights and the number of Units of Preferred
Stock issuable upon exercise of each Right are also subject to adjustment in the
event of a stock split of the Common Stock or a stock dividend on the Common
Stock payable in Common Stock or subdivisions, consolidations or combinations of
the Common Stock occurring, in any such case, prior to the Distribution Date.

          Units of Preferred Stock purchasable upon exercise of the Rights will
not be redeemable. Each Unit of Preferred Stock will be entitled to a dividend
equal to any dividend declared per share of Common Stock. In the event of
liquidation, each Unit of Preferred Stock will be entitled to a payment equal to
any payment made per share of Common Stock. Each Unit of Preferred Stock will
have one vote, voting together with the Common Stock. Finally, in the event of
any merger, consolidation or other transaction in which shares of Common Stock
are exchanged, each Unit of Preferred Stock will be entitled to receive an
amount equal to the amount received per share of Common Stock. These rights are
protected by customary antidilution provisions.

          Because of the nature of the dividend, liquidation and voting rights,
the value of each Unit of Preferred Stock purchasable upon exercise of the
Rights should approximate the value of one share of Common Stock.

          In the event that, after the Rights become exercisable, the Company is
acquired in a merger or other business combination transaction with an Acquiring
Person or an affiliate thereof, or 50% or more of its consolidated assets or
earning power are sold to an Acquiring Person or an affiliate thereof, proper
provision will be made so that each holder of a Right will thereafter have the
right to receive, upon exercise thereof at the then current exercise price of
the Rights, that number of shares of common stock of the acquiring company which
at the time of such transaction will have a market value of two times the
exercise price of the Rights.

                                      C-2
<PAGE>

          In the event that any person or group of affiliated or associated
persons becomes the beneficial owner of 15% or more of the outstanding shares of
Common Stock proper provision shall be made so that each holder of a Right,
other than Rights beneficially owned by the Acquiring Person (which will
thereafter be void), will thereafter have the right to receive upon exercise
that number of shares of Common Stock or Units of Preferred Stock (or cash,
other securities or property) having a market value of two times the exercise
price of the Rights.

          At any time after the acquisition by a person or group of affiliated
or associated persons of beneficial ownership of 15% or more of the outstanding
shares of Common Stock and prior to the acquisition by such person or group of
50% or more of the outstanding Common Stock, the Board of Directors of the
Company may exchange all or part of the Rights (other than Rights owned by such
person or group which have become void) for Units of Preferred Stock at an
exchange ratio (subject to adjustment) which shall equal, subject to adjustment
to reflect stock splits, stock dividends and similar transactions occurring
after the date hereof, that number obtained by dividing the Purchase Price by
the then current per share market price per Unit of Preferred Stock on the
earlier of (i) the date on which any Person becomes an Acquiring Person and (ii)
the date on which a tender or exchange offer is announced by any Person, if upon
consummation thereof such Person would be the Beneficial Owner of 15% or more of
the shares of Company Common Stock then outstanding.

          With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Preferred Stock will be issued
(other than fractions which are integral multiples of one ten-thousandth of a
share of Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash
will be made based on the market price of the Units of Preferred Stock on the
last trading day prior to the date of exercise.

          At any time within ten business days after a person or group of
affiliated or associated persons acquire beneficial ownership of 15% or more of
the outstanding Common Stock (unless the Company's Board of Directors extends
such ten-day period), the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption
Price"). The redemption of the rights may be made effective at such time on such
basis and with such conditions as the Board of Directors of the Company in its
sole discretion may establish. Immediately upon any redemption of the Rights,
the right to exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price. The Rights are also
redeemable under other circumstances as specified in the Amended and Restated
Rights Agreement.

          The terms of the Rights may be amended by the Board of Directors of
the Company without the consent of the holders of the Rights except that from
and after a Distribution Date no such amendment may adversely affect the
interests of the holders of the Rights.

          Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.

                                      C-3
<PAGE>

          The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors, except pursuant to an
offer conditioned on a substantial number of rights being acquired. The Rights
should not interfere with any merger or other business combination approved by
the Board of Directors because the Rights may be redeemed by the Company at the
Redemption Price prior to the occurrence of a Distribution Date.

          A copy of the Amended and Restated Rights Agreement has been filed
with the Securities and Exchange Commission as an Exhibit to a Registration
Statement on Form 8-A, as amended. A copy of the Amended and Restated Rights
Agreement is available free of charge from the Company. This amended and
restated summary description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Amended and Restated Rights
Agreement, which is hereby incorporated herein by reference.

                                      C-4