X0201 4 2003-10-08 0 0000935493 P COM INC PCOM 0001248666 FROMM FREDERICK R 3175 S WINCHESTER BLVD C/O P COM INC CAMPBELL CA 95008 1 0 0 0 Series B Convertible Preferred Stock 3.5232 2003-10-08 4 P 0 1039.46 3.5232 A 2003-10-08 Common Stock 109861 1039.46 D Series C Convertible Preferred Stock 0.1 2003-10-08 4 P 0 9.32 1750 A 2003-10-08 Common Stock 163130 9.32 D Series C-1 Warrant 0.15 2003-10-08 4 P 0 65252 0.15 A 2003-10-08 Common Stock 65252 65252 D Series C-2 Warrant 0.18 2003-10-08 4 P 0 65252 0.18 A 2003-10-08 Common Stock 65252 65252 D The preferred stock does not have an exercise date. The preferred stock does not have an expiration date. The exercise price shall increase from $.15 to $.18 on the first anniversary of the issue date. The exercisable date shall be upon company stockholder approval of an amendment to P-Com's Restated Certificate of Incorporation to increase the shares of Common Stock from 69,000,000 to at least 600,000,000, but in no event later than 90 days following the issue date, October 8, 2003 (the "Amendment Date"). The expiration date shall be on the 5th anniversary of the Amendment Date, as defined in footnote 4. The exercise price shall increase from $.18 to $.22 eighteen months after the issue date. Barbara Crowder for Frederick R. Fromm 2003-10-10