EXHIBIT 10.111

                   ORIGINAL EQUIPMENT MANUFACTURING AGREEMENT
                                   AMENDMENT 1

This OEM Agreement Amendment 1 is made effective on the 1st day of July, 2002
(the "Effective Date"), by and between P-COM, INC., a corporation organized
under the laws of the State of Delaware, USA, with its principal place of
business at 3175 South Winchester Boulevard, Campbell, California 95008 USA
("P-COM"), and SHANGHAI DATANG MOBILE COMMUNICATIONS EQUIPMENT COMPANY LIMITED,
a company registered in the People's Republic of China with its office at
Building 41, 333 Qinjiang Road, Shanghai 200233, PRC ("SDTM").

WHEREAS P-COM manufactures and sells the high frequency, high capacity wireless
access products set forth in Exhibit A of the original Agreement (the "OEM
Products"), which are comprised of hardware (the "OEM Equipment") and software
(the "OEM Software"); and

WHEREAS pursuant to the terms of this Agreement, P-COM desires to sell to SDTM
and SDTM desires to purchase, distribute and sell the OEM Products in the
Peoples Republic of China (the "Territory") and to incorporate the OEM Products
into wireless networks installed or supplied by SDTM in the Territory for end
users and projects; and

NOW THEREFORE, in consideration of the mutual promises and covenants set forth
herein, the parties agree to amend the original Agreement as follows:

AMENDMENT TO SECTION 4.4

          CHANGE FROM:

          4.4       The placing by SDTM of a Purchase Order and P-COM's Order
                    Acceptance thereof in accordance with this Agreement shall
                    create a contract of sale between P-COM and SDTM on the
                    terms of such purchase order and of this Agreement. A
                    Purchase Order issued by SDTM and accepted by P-COM is
                    non-cancelable.

          CHANGE TO:

          4.4       The placing by SDTM of a Purchase Order and P-COM's Order
                    Acceptance thereof in accordance with this Agreement shall
                    create a contract of sale between P-COM and SDTM on the
                    terms of such purchase order and of this Agreement. Unless
                    otherwise mutually agreed in writing, a Purchase Order
                    issued by SDTM and accepted by P-COM is non-cancelable.

There are no other changes to the original Agreement.

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IN WITNESS HEREOF, the parties hereto have executed this Agreement Amendment 1
the day and year written below.


P-COM, INC.                              SHANGHAI DATANG MOBILE
                                         COMMUNICATIONS EQUIPMENT
                                         COMPANY, LIMITED

By:    /s/ Randall L. Carl               By:     /s/ Qiu Xiang Dong
      ---------------------------               -----------------------------
      [signature]                               [signature]


Name:  Randall L. Carl                   Name:   Qiu Xiang Dong
      ---------------------------               -----------------------------
      [print name of signatory]                 [print name of signatory]


Title: Senior VP Worldwide Sales         Title:   Vice General Manager
       --------------------------                ----------------------------
       [print title of signatory]                [print title of signatory]


Date: 27 September 2002                  Date:   27 September 2002
      ---------------------------               -----------------------------
      [print date]                              [print date]

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