P-COM, INC.
                          3175 S. Winchester Boulevard
                            Campbell, CA 95008 U.S.A.

October 20, 2003

Mr. Carlos Belfiore

Dear Carlos,

      P-Com, Inc., a Delaware corporation (the "Company") is pleased to offer
you a position of employment with the Company. The basic terms are as follows:

      1. TITLE AND DUTIES: You will be employed as the Vice President of
Engineering and Chief Technical Officer reporting to the President & Chief
Executive Officer.

      2. COMMENCEMENT DATE: Your employment with the Company will commence on
November 10, 2003 (the "Commencement Date").

      3. SALARY: The Company will pay you a base salary of $ 138,000 per year
("Base Salary").

      4. BONUS

            4.1 INITIAL BONUS: On January 15, 2005, you will be entitled to
receive a cash bonus equal to 30% of your Base Salary (the "Initial Bonus"). If
your employment with the Company ceases prior to January 15, 2005, the amount of
your Initial Bonus will be pro-rated for the number of days you are employed by
the Company since the Commencement Date.

            4.2 ANNUAL BONUS: Subsequent to January 2005, at the beginning of
each fiscal year of the Company, the President of the corporation will establish
certain objectives and performance-related goals to be met by you during that
fiscal year (the "Stated Goals"). You will receive an annual cash bonus equal to
30% of your Base Salary for each fiscal year in which you meet or exceed your
Stated Goals, beginning with fiscal year 2005 (the "Annual Bonus").

      5. COMMON STOCK: Subject to approval by the Board of Directors, you will
be granted options to purchase 2,750,000 shares of the Company's common stock,
par value $0.0001 per share (the "Common Stock"), The exercise price of the
options shall be equal to the then existing fair market value of the Common
Stock as determined by the Board of Directors on the date that the options are
granted. The options, shall be subject to and governed by the terms and
conditions contained in the Company's 1995 Stock Option/Stock Issuance Plan, as
amended (the "1995 Plan").


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      6. MEDICAL AND DENTAL BENEFITS: Beginning on the Commencement Date, you
will be entitled to medical and dental insurance coverage under the Company's
medical and dental insurance plans, which are subject to change from time to
time in the sole discretion of the Company.

      7. TERMINATION FOR CAUSE:

            7.1 The Company may terminate your employment under this letter
agreement for "cause" at any time during the Term. As used herein, "cause" means
any dishonesty that materially affects the performance of your duties or
responsibilities, breach of fiduciary duty, any material breach of the terms of
this letter agreement, gross negligence or willful misconduct in the performance
of your duties, willful breach or habitual neglect of duties, fraud, conviction
of a felony, incarceration for 30 or more consecutive days, or mental or
physical disability that renders you unable to perform your duties for 90
consecutive days in any 12-month period, all as determined by the Company. In
the event that the Company terminates your employment for cause, this letter
agreement shall terminate and be of no further force or effect, and the Company
shall have no further obligation to you hereunder, except as provided in Section
7.2 hereof.

            7.2 In the event that you are terminated for cause due to a mental
or physical disability that renders you unable to perform your duties for 90
consecutive days in any 12-month period, you shall be entitled (a) to receive
all compensation earned hereunder up to the date of your termination, including,
without limitation, the pro-rated portion of any earned bonus when such bonus is
due to be paid; (b) to exercise any options previously granted to you that were
vested as of the date of your termination for a period of 12 months following
the date of your termination; and (c) to receive medical and dental insurance
coverage, as provided in Section 6 above, provided, that such continued coverage
is permitted under the Company's contract with its medical and dental insurance
plan carrier(s), and if such continued coverage is not permitted, the Company
shall bear the costs of your COBRA continuation coverage, in either case, for a
period of one year following such termination.

      8. TERMINATION WITHOUT CAUSE: In the event that the Company terminates
your employment without cause, (a) the Company shall pay all compensation earned
hereunder up to the date of your termination, including, without limitation, the
pro-rated portion of any earned bonus when such bonus is due to be paid; (b) the
Company shall continue to pay you your Base Salary for a period of six months
following such termination; (c) the Company shall continue to provide you with
medical and dental insurance coverage, as provided in Section 6 above, provided,
that such continued coverage is permitted under the Company's contract with its
medical and dental insurance plan carrier(s), and if such continued coverage is
not permitted, the Company shall bear the costs of your COBRA continuation
coverage, in either case, for a period of one year following such termination;
and (d) all options previously granted to you shall continue to vest in
accordance with their terms and conditions for a period of two years following
the date of such termination.


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      9. TERMINATION FOLLOWING A CHANGE OF CONTROL

            9.1 EARNED COMPENSATION AND SEVERANCE BENEFITS: Notwithstanding
anything herein to the contrary, in the event that your employment with the
Company is terminated (including any deemed termination, as described in Section
9.3 below) for any reason (with or without cause) at any time within 12 months
following a Change of Control (as defined below), (a) the Company shall pay all
compensation earned hereunder up to the date of your termination, including,
without limitation, the pro-rated portion of any earned bonus when such bonus is
due to be paid; (b) the Company shall continue to pay you your Base Salary for a
period of one year following such termination; (c) the Company shall continue to
provide you with medical and dental insurance coverage, as provided in Section 6
above, provided, that such continued coverage is permitted under the Company's
contract with its medical and dental insurance plan carrier(s), and if such
continued coverage is not permitted, the Company shall bear the costs of your
COBRA continuation coverage, in either case, for a period of one year following
such termination; and (d) all options previously granted to you shall
automatically accelerate so that each such option will become fully vested and
immediately exercisable for the total number of shares of Common Stock subject
to those options, and such options shall remain exercisable until the expiration
of their terms, as set forth therein.

            9.2 DEFINITION OF CHANGE OF CONTROL: For purposes of this letter
agreement, "Change of Control" shall mean any of the following transactions
effecting a change in ownership or control of the Company:

                  (a) a merger or consolidation in which the Company is not the
            surviving entity, except for a transaction the principal purpose of
            which is to change the Company's jurisdiction of incorporation;

                  (b) the sale, transfer or other disposition of all or
            substantially all of the assets of the Company in complete
            liquidation or dissolution of the Company,

                  (c) any reverse merger in which the Company is the surviving
            entity but in which securities representing 50% or more of the total
            combined voting power of the Company's outstanding securities are
            transferred to person or persons different from the persons holding
            those securities immediately prior to such merger,

                  (d) The acquisition, directly or indirectly by any person or
            related group of persons (other than the Company or a person that
            directly or indirectly controls, is controlled by, or is under
            common control with, the Company), of beneficial ownership (within
            the meaning of Rule 13d-3 of the 1934 Act) of securities possessing
            more than thirty percent (30%) of the total combined voting power of
            the Company's outstanding securities pursuant to a tender or
            exchange offer made directly to the Company's stockholders.


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            9.3 DEEMED TERMINATION: If, at any time within 12 months following a
Change in Control, (a) your level of responsibility at the Company is materially
reduced or (b) your place of employment is moved to a location that is more than
fifty (50) miles from your place of employment immediately prior to such Change
in Control, or (c) your salary and or bonus plan is reduced without your prior
written consent, then you shall be entitled to receive the benefits described in
Section 9.1 above (Earned Compensation and Severance Benefits).

      10. DEATH In the event of your death, the payments to which you are
entitled under this letter agreement will be made, on the applicable due dates
hereunder, to the executors or administrators of your estate. If you die before
you exercise all the Options, such Options may be exercised, within 12 months
after your death, by the executors or administrators of your estate or by
persons to whom the Options are transferred pursuant to your will or in
accordance with the laws of inheritance. In no event, however, may any such
Option be exercised after the expiration date specified therein.

      11. GENERAL CREDITOR STATUS: The payments and benefits to which you become
entitled hereunder will be paid, when due, from the general assets of the
Company, and no trust fund, escrow arrangement or other segregated account will
be established as a funding vehicle for such payment. Accordingly, your right
(or the right of the personal representatives or beneficiaries of your estate)
to receive any payments or benefits hereunder will at all times be that of a
general creditor of the Company and will have no priority over the claims of
other general creditors.

      12. WITHHOLDING TAXES AND OTHER DEDUCTIONS: To the extent required by law,
the Company shall withhold from any payments due to you under this letter
agreement any applicable federal, state or local taxes and such other deductions
as are prescribed by law.

      13. MISCELLANEOUS: This letter agreement will be binding upon you and the
Company, its successors and assigns (including, without limitation, the
surviving entity in any Change of Control) and is to be construed and
interpreted under the laws of the State of California. Except as set forth
herein, this letter agreement supersedes all prior agreements between you and
the Company relating to the subject of your employment with the Company and may
only be amended by written instrument signed by you and an authorized officer of
the Company. If any provision of this letter agreement as applied to any party
or to any circumstance should be adjudged by a court of competent jurisdiction
to be void or unenforceable for any reason, the invalidity of that provision
will in no way affect (to the maximum extent permissible by law) the application
of such provision under circumstances different from those adjudicated by the
court, the application of any other provision of this letter agreement, or the
enforceability or invalidity of this letter agreement as a whole. Should any
provision of this letter agreement become or be deemed invalid, illegal or
unenforceable in any jurisdiction by reason of the scope, extent or duration of
its coverage, then such provision will be deemed amended to the extent necessary
to conform to applicable law so as to be valid and enforceable or, if such
provision cannot be so amended without materially altering the intention of the
parties, then such provision will be stricken and the remainder of this letter
agreement will continue in full force and effect.


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      14. ATTORNEY FEES: In the event legal proceeding should be initiated by
you or by the Company with respect to any controversy, claim or dispute relating
to the interpretation or application of the provisions of this letter agreement
or any benefits payable hereunder, the prevailing party in such proceedings will
be entitled to recover from the losing party reasonable attorney fees and costs
incurred in connection with such proceedings or in the enforcement or collection
of any judgment or award rendered in such proceedings.

      If you accept the above-described offer, please sign a copy of this letter
where indicated below and mail or fax it to me. You will be required to sign a
Proprietary Information and Inventions Agreement as well as to present proper
documentation regarding proof of your identify and authorization to work in the
United States upon your acceptance. This offer, if not accepted, will expire
October 27, 2003.

      P-Com believes that a mutually beneficial relationship will result from
your positive response to this offer of employment. We look forward to your
acceptance and a long and rewarding association.

Sincerely,

P-COM, INC.

/s/ Samuel Smookler
-------------------------------------
Sam Smookler,
President and Chief Executive Officer


                                        ACCEPTED AND AGREED TO
                                        AS SET FORTH ABOVE:

                                        /s/ Carlos Belfiore
                                        ----------------------------------------
                                        Carlos Belfiore
                                        Dated: 10-23-2003


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