EXHIBIT 10.128

THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR IN ANY OTHER JURISDICTION. THE SECURITIES
REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES
LAWS UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THOSE LAWS.

                           CONVERTIBLE PROMISSORY NOTE

Date: December 10, 2003                                              $__________

         FOR VALUE RECEIVED, P-COM, INC., a corporation organized under the laws
of the State of Delaware (hereinafter called the "BORROWER" or the
"CORPORATION"), hereby promises to pay to the order of ____________________, or
its registered assigns (the "HOLDER"), the sum of ____________________ ($_____)
on December 10, 2006 (the "SCHEDULED MATURITY DATE"), and to pay interest on the
unpaid principal balance hereof at a rate of seven percent (7%) per annum
(except as otherwise provided herein). Interest shall accrue on the unpaid
principal balance hereof from the date hereof (the "ISSUE DATE"), until the same
is paid, whether at maturity, or upon prepayment, repayment, or otherwise.
Interest shall be calculated based on a 365 day year and the principal amount
hereof, together with all accrued and unpaid interest thereon, shall be due and
payable on the Scheduled Maturity Date. All payments of principal and interest
(to the extent not converted in accordance with the terms hereof) shall be made
in, and all references herein to monetary denominations shall refer to, lawful
money of the United States of America. All payments shall be made at such
address as the Holder shall have given or shall hereafter give to the Borrower
by written notice made in accordance with the provisions of this Note.

         The term "NOTE" and all references thereto, as used throughout this
instrument, shall mean this instrument as originally executed, or if later
amended or supplemented, then as so amended or supplemented. This Note is being
issued by the Borrower in consideration of the Holder's cancellation of
$__________ in outstanding principal under certain promissory notes issued to
the Holder by SPEEDCOM Wireless Corporation, a Delaware corporation.

                                    ARTICLE I
                                   PREPAYMENT

      A. Optional Prepayment. This Note may be prepaid in whole or in part
(including, without limitation, in accordance with Article III hereof), from
time to time, by the Borrower without premium or penalty.

                                   ARTICLE II
                               CERTAIN DEFINITIONS

      The following terms shall have the following meanings:


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      A. "COMMON STOCK" means the common stock, par value $0.0001 per share, of
the Corporation.

      B. "CONVERSION AMOUNT" means the outstanding principal amount of this
Note, together with all accrued and unpaid interest thereon, on the Conversion
Date.

      C. "CONVERSION DATE" means the date on which this Note is converted into
Conversion Securities pursuant to Section III.A hereof.

      D. "CONVERSION SECURITIES" means shares of Common Stock.

      E. "CONVERSION PRICE" means $0.20 (as adjusted for stock splits, stock
dividends or similar occurrences).

      F. "DAILY MARKET PRICE" means, as of any date of determination, the volume
weighted average price for the Common Stock, for the trading day immediately
preceding such date of determination (subject to equitable adjustment for any
stock splits, stock dividends, reclassifications or similar events during such
trading day and further shall be subject to adjustment as provided herein) on
the principal United States securities exchange or trading market where the
Common Stock is listed or traded as reported by Bloomberg Financial Markets (or
a comparable reporting service of national reputation selected by the
Corporation and reasonably acceptable to the Holder if Bloomberg Financial
Markets is not then reporting closing bid prices of such security) (in any case,
"BLOOMBERG"), or if the foregoing does not apply, the volume weighted average
price for the Common Stock on the OTC Bulletin Board (the "BULLETIN BOARD") for
such security as reported by Bloomberg, or, if no sale price is reported for
such security by Bloomberg, the volume weighted average of the bid prices of any
market makers for such security as reported in the "pink sheets" by Pink Sheets
LLC, in each case for such date or, if such date was not a trading date for such
security, on the next preceding date which was a trading date. For the avoidance
of doubt, the trading day immediately preceding any Conversion Date is the last
calendar day that is a trading day and which is immediately preceding the
Conversion Date. If the Daily Market Price cannot be calculated for such
security as of either of such dates on any of the foregoing bases, the Daily
Market Price of such security on such date shall be the fair market value as
reasonably determined by an investment banking firm selected by the Corporation
and reasonably acceptable to the Holder, with the costs of such appraisal to be
borne by the Corporation.

                                  ARTICLE III
                                   CONVERSION

      A. Conversion. At any time on or prior to the Scheduled Maturity Date, the
unpaid principal amount hereof and any accrued interest thereon may be
converted, at the option of the Borrower, into such number of fully paid and
non-assessable Conversion Securities as determined in accordance with Section
III.B below.

      B. Conversion Formula.

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            (i) The number of Conversion Securities issuable upon conversion of
this Note shall be that number of shares of Common Stock as is equal to the
quotient obtained by dividing (x) the Conversion Amount by (y) the Conversion
Price then in effect.

      C. Mechanics of Conversion.

            (i) On the Conversion Date, the Holder shall surrender or cause to
be surrendered this Note, duly endorsed to the Corporation or the Corporation's
transfer agent.

            (ii) The Corporation shall pay any and all taxes that may be imposed
upon it with respect to the issuance and delivery of the Conversion Securities
upon the conversion of this Note.

            (iii) No fractional shares of Common Stock are to be issued upon the
conversion of this Note, but the Corporation shall pay a cash adjustment in
respect of any fractional share which would otherwise be issuable in an amount
equal to the same fraction of the Daily Market Price of a share of Common Stock
on the date of such conversion.

      D. Limitations on Conversion. In no event shall the Borrower have the
right to convert this Note into shares of Common Stock to the extent that such
conversion would result in the Holder or any of its affiliates together
beneficially owning more than 9.999% of the outstanding shares of Common Stock.
For purposes of this subparagraph, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "EXCHANGE ACT"), and Regulation 13D-G thereunder. The restriction contained
in this Section III.D may not be altered, amended, deleted or changed in any
manner whatsoever unless the holders of a majority of the outstanding shares of
Common Stock (considered separately as a single class without giving effect to
Article XI hereof) and the Holder shall approve, in writing, such alteration,
amendment, deletion or change; provided, however, that no such alteration,
amendment, deletion or change shall be effective until the 61st day following
the later of the vote of the holders of the Common Stock or the Holder.

                                   ARTICLE IV
                              RESERVATION OF SHARES

      A. Reserved Amount. The Corporation shall reserve __________ authorized
and unissued shares of Common Stock for issuance upon conversion of this Note
pursuant to Section III.A hereof, and thereafter the number of authorized but
unissued shares of Common Stock so reserved shall not be decreased and shall at
all times be sufficient to provide for the conversion of this Note pursuant to
Section III.A hereof at the then current Conversion Price (the number of shares
of Common Stock so reserved pursuant to this Section IV.A being referred to
herein as the "RESERVED AMOUNT").

                                    ARTICLE V
                                  MISCELLANEOUS

      A. Failure or Indulgency Not Waiver. No failure or delay on the part of
the Holder in the exercise of any power, right or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such power, right or privilege preclude other or further exercise thereof or of
any other right, power or privilege.


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      B. Notices. Any notices required or permitted to be given under the terms
of this Note shall be sent by certified or registered mail (return receipt
requested) or delivered personally or by courier or by confirmed telecopy, and
shall be effective five days after being placed in the mail, if mailed, or upon
receipt or refusal of receipt, if delivered personally or by courier or
confirmed telecopy, in each case addressed to a party. The addresses for such
communications shall be:

                           If to the Corporation:

                           P-Com, Inc.
                           3175 South Winchester Blvd.
                           Campbell, CA 95008
                           Telephone: (408) 866-3666
                           Facsimile:  (408) 874-4461
                           Attention:  Chief Executive Officer

                           If to the Holder:

                           [NAME]
                           [ADDRESS]
                           [ADDRESS]
                           Telephone:
                           Facsimile:
                           Attention:

      Each party shall provide notice to the other parties of any change in
address or the address of any transferee of the Note.

      C. Amendment Provision. This Note and any provision hereof may be amended
only by an instrument in writing signed by the Corporation and the Holder.

      D. Assignability. This Note shall be binding upon the Corporation and its
successors and assigns and shall inure to the benefit of the Holder and its
successors and assigns. Notwithstanding anything to the contrary contained in
this Note, this Note may be pledged and all rights of the Holder under this Note
may be assigned to any affiliate or to any other person or entity without the
consent of the Corporation.

      E. Governing Law; Jurisdiction. This Note shall be governed by and
construed in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed in the State of Delaware. The Corporation
irrevocably consents to the jurisdiction of the United States federal courts and
the state courts located in the State of Delaware in any suit or proceeding
based on or arising under this Note and irrevocably agrees that all claims in
respect of such suit or proceeding may be determined in such courts. The
Corporation irrevocably waives the defense of an inconvenient forum to the
maintenance of such suit or proceeding. The Corporation further agrees that
service of process upon the Corporation mailed by first class mail shall be
deemed in every respect effective service of process upon the Corporation in any
such suit or proceeding. Nothing herein shall affect the right of the Holder to
serve process in any other manner permitted by law. The Corporation agrees that
a final non-appealable judgment in any such suit or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on such judgment
or in any other lawful manner.


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      F. Lost or Stolen Notes. Upon receipt by the Corporation of (i) evidence
of the loss, theft, destruction or mutilation of the Note and (ii) (y) in the
case of loss, theft or destruction, of indemnity (without any bond or other
security) reasonably satisfactory to the Corporation, or (z) in the case of
mutilation, upon surrender and cancellation of the Note, the Corporation shall
execute and deliver a new Note of like tenor and date.

      G. Payment of Cash. Whenever the Corporation is required to make any cash
payment to the Holder hereunder (whether a upon prepayment, repayment or
otherwise), such cash payment shall be made in U.S. dollars to the Holder within
five business days after delivery by such Holder of a notice specifying that the
Holder elects to receive such payment in cash and the method (e.g., by check,
wire transfer) in which such payment should be made. If such payment is not
delivered within such five business day period, the Holder shall thereafter be
entitled to interest on the unpaid amount at a per annum rate equal to the lower
of twenty-four percent (24%) and the highest interest rate permitted by
applicable law until such amount is paid in full to the Holder.

      H. Status as Note Holder. Upon an automatic conversion pursuant to Article
III hereof, (i) the principal amount of this Note (but none of the accrued and
unpaid interest thereon) shall be deemed converted into Conversion Securities as
of the Conversion Date and (ii) the Holder's rights as a Holder of this Note
shall cease and terminate, excepting only the right (A) to receive certificates
for such Conversion Securities and (B) to exercise any remedies provided herein
or otherwise available at law or in equity to the Holder because of a failure by
the Corporation to comply with the terms of this Note.

      I. Remedies Cumulative. The remedies provided in this Note shall be
cumulative and in addition to all other remedies available under this Note, at
law or in equity (including a decree of specific performance and/or other
injunctive relief), and nothing herein shall limit a Holder's right to pursue
actual damages for any failure by the Corporation to comply with the terms of
this Note. The Corporation acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the Holders of the Notes and that the
remedy at law for any such breach may be inadequate. The Corporation therefore
agrees, in the event of any such breach or threatened breach, that the Holders
of the Notes shall be entitled, in addition to all other available remedies, to
an injunction restraining any breach, without the necessity of showing economic
loss and without any bond or other security being required.

      J. Business Day. For purposes of this Note, the term "BUSINESS DAY" means
any day, other than a Saturday or Sunday or a day on which banking institutions
in the State of New York are authorized or obligated by law, regulation or
executive order to close. If any payment to be made hereunder shall be stated to
be or become due on a day which is not a business day, such payment shall be
made on the next following business day and such extension of time shall be
included in computing interest in connection with such payment.


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      K. Certain Waivers. Borrower and each endorser hereby waive presentment,
notice of nonpayment or dishonor, protest, notice of protest and all other
notices in connection with the delivery, acceptance, performance, default or
enforcement of payment of this Note, and hereby waive all notice or right of
approval of any extensions, renewals, modifications or forbearances which may be
allowed.

      L. JURY TRIAL WAIVER. BORROWER HEREBY WAIVES, AND HOLDER BY ITS ACCEPTANCE
HEREOF WAIVES, TRIAL BY JURY IN ANY LEGAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY
WAY ARISING OUT OF OR RELATED TO THIS NOTE OR THE RELATIONSHIP EVIDENCED HEREBY.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER TO ACCEPT AND RELY UPON THIS
NOTE.

      M. Severability. If any provision of this Note shall be prohibited or
invalid, under applicable law, it shall be ineffective only to such extent,
without invalidating the remainder of this Note.

      N. Maximum Interest Rate. If the effective interest rate on this Note
would otherwise violate any applicable usury law, then the interest rate shall
be reduced to the maximum permissible rate and any payment received by the
Holder in excess of the maximum permissible rate shall be treated as a
prepayment of the principal of this Note.

                            [Signature Page Follows]


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      IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed
as of the date first above written.

                                        P-COM, INC.


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


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