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

July 25, 2003

Mr. Samuel Smookler
10831 Mora Drive
Los Altos, California 94024-6532

Dear Sam:

      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 President and Chief
Executive Officer of the Company, and you will perform such executive duties in
connection with the business of the Company as the board of directors of the
Company (the "Board of Directors") may from time to time assign consistent with
such titles.

      2. Commencement Date. Your employment with the Company will commence on
September 2, 2003 (the "Commencement Date").

      3. Salary. During the period beginning on the Commencement Date and ending
on December 31, 2003, the Company will pay you a salary of $36,000 per month.
Beginning on January 1, 2004, the Company will pay you a base salary of $250,000
per year ("Base Salary").

      4. Bonus.

            4.1 Initial Bonus. On September 2, 2004, you will be entitled to
receive a cash bonus equal to 50% of your Base Salary.

            4.2 Annual Bonus. At the beginning of each fiscal year of the
Company, the Board of Directors, in its reasonable discretion and in good faith,
will establish certain objectives and performance-related goals to be met by the
Company during that fiscal year (the "Stated Goals"). You will receive an annual
cash bonus equal to 50% of your Base Salary for each fiscal year in which the
Company meets or exceeds its Stated Goals, beginning with fiscal year 2005 (the
"Annual Bonus"). If your employment with the Company ceases during fiscal year
2005 or any subsequent fiscal year of the Company, the amount of your Annual
Bonus, if any, for the year in which such cessation of employment occurs will be
pro-rated for the number of days you are employed by the Company during that
fiscal year.


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<PAGE>


      5. Common Stock. Subject to approval by the Board of Directors, you will
be granted options to purchase a number of shares of the Company's common stock,
par value $0.0001 per share (the "Common Stock"), equal to 2% of the total
number of shares of Common Stock issued and outstanding as of the Commencement
Date (the "Options"). 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, including,
without limitation, any applicable vesting schedules, 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").

      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. Board of Directors. Following the Commencement Date, the Company shall
take all such actions as are necessary to duly appoint you to the Board of
Directors, to serve as a director of the Company until the next annual meeting
of the Company's stockholders and until your successor is duly elected and
qualified.

      8. Term of Employment. The term of your employment with the Company shall
begin on the Commencement Date and shall continue for a term of two years,
unless earlier terminated pursuant to the provisions hereof (the "Term").

      9. Termination for Cause. The Company may terminate your employment under
this letter agreement for "cause" at any time during the Term. As used herein,
"cause" means personal dishonesty, 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 Board of
Directors. 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.

      10. Termination Without Cause. In the event that the Company terminates
your employment without cause, (a) the Company shall continue to pay you your
Base Salary for a period of one year following such termination; (b) the Company
shall continue to provide you with medical and dental insurance coverage, as
provided in Section 6 above, for a period of one year following such
termination, provided, that such continued coverage is allowed under the
Company's contract with its medical and dental insurance plan carrier(s); and
(c) the Options granted to you, pursuant to Section 5 above, shall continue to
vest in accordance with the terms and conditions contained therein for a period
of two years following the date of such termination.

      11. Termination Following a Change of Control.

            11.1 Severance Benefits. Notwithstanding anything herein to the
contrary, in the event that your employment with the Company is terminated 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 continue to pay you
your Base Salary for a period of two years following such termination; (b) the
Company shall continue to provide you with medical and dental insurance
coverage, as provided in Section 6 above, for a period of two years following
such termination, provided, that such continued coverage is allowed under the
Company's contract with its medical and dental insurance plan carrier(s); and
(c) the Options granted to you, pursuant to Section 5 above, 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 that
Option, and such Options shall remain exercisable until the expiration of their
terms, as set forth therein.


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            11.2 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.

            11.3 Other Provisions. An action following a Change of Control that
results in a material reduction in your authority, duties or responsibilities
within the Company or a change in your place of employment which is more that
fifty (50) miles from your place of employment before the Change of Control and
is effected without your written concurrence will entitle you to the benefits
described in Section 11.1 (Severance Benefits) of this document.

      12. 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.

      13. 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.


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      14. 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.

      15. Indemnification. The indemnification provided to the Company's
officers and directors under the Company's certificate of incorporation, bylaws
and insurance policies will (to the maximum extent permitted by law) be extended
to you with respect to any and all matters, events or transactions occurring or
effected during your employment with the Company.

      16. 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.

      17. 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. For purposes of this
provision, the prevailing party means the party determined by the court to have
most nearly prevailed in the proceedings, even if that party does not prevail in
all matters, and does not necessarily mean the party in whose favor the judgment
is actually rendered.

      18. Independent Legal Counsel. By executing this letter agreement, you
acknowledge that (i) this agreement has been prepared by Sheppard, Mullin,
Richter & Hampton LLP ("SMRH") acting in its capacity as legal counsel to the
Company and (ii) you have had an opportunity to seek advice from your own legal
counsel with respect to the matters contained herein and such individual counsel
is not SMRH.


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      If you accept the above-described offer, please sign a copy of this letter
where indicated below and mail or fax it to me along with your signature on the
enclosed forms authorizing the required background checks. 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 August 1, 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/ George Roberts
                                        ------------------------------------
                                        George Roberts
                                        Chairman and Chief Executive Officer

ACCEPTED AND AGREED TO
AS SET FORTH ABOVE:


/s/ Samuel Smookler
-----------------------------------
Samuel Smookler

Dated: 7/29/03


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