April 7, 2004

Ms. Elsbeth Kahn
1226 Kotenberg Ave.
San Jose, CA 95125

Dear Beth,

      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 Vice President, License
Exempt Products, reporting to the President & Chief Executive Officer.

      2. COMMENCEMENT DATE. Your employment with the Company will commence on
April 19th 2004 (the "Commencement Date").

      3. SALARY. The Company will pay you a base salary of $150,000 per year
("Base Salary").

      4. BONUS. 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 50% of your Base Salary
for each fiscal year in which the Company meets or exceeds its Stated Goals,
beginning with fiscal year 2004 (the "Annual Bonus"). The bonus achievement for
2004 will be pro-rated in accordance with the time you have been employed by
P-COM for calendar year 2004. For the year 2004, you will receive a minimum
guaranteed bonus of $ 20,000.00, payable after the company completes closing of
its books for 2004.

      5. COMMON STOCK. Subject to approval by the Board of Directors, you will
be granted options to purchase 1,800,000 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"). .

      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.



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      7. 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 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.

      8. 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 six months 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.

      9. TERMINATION FOLLOWING A CHANGE OF CONTROL.

            9.1 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 within12 months following a
Change of Control (as defined below), (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 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.

            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;



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                  (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.

            9.3 OTHER PROVISIONS. An action following a change of control that
results in a reduction of your level of responsibility or a change in your place
of employment which is more than 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 9.1 (Severance Benefits)
of this document.

      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.



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      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.

      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. 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.

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
April 14th 2004.


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      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,

                                         Sam Smookler,
                                         President and Chief Executive Officer

ACCEPTED AND AGREED TO
AS SET FORTH ABOVE:


-----------------------
Elsbeth Kahn

Dated:
      -----------------


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