AMENDMENT
                                     TO THE
                            ASSET PURCHASE AGREEMENT
                                 by and between
                     P-Com, Inc., a Delaware corporation and
                  Cylink Corporation, a California corporation

                           Dated as of March 13, 1998





                  Article  3.2 of the Asset  Purchase  Agreement  by and between
P-Com,  Inc.,  a Delaware  corporation  and  Cylink  Corporation,  a  California
corporation, is hereby amended to read in its entirety as follows:


                  "Section  3.2  Purchase  Price.   Subject  to  the  terms  and
conditions of this Agreement (including, without limitation, adjustment pursuant
to Section 3.3 below),  as  consideration  for the Business and the Assets:  (a)
Purchaser  shall pay to Seller  Sixty  Million  Five  Hundred  Thousand  Dollars
($60,500,000) (the "Purchase Price"); and (b) Purchaser shall assume the Assumed
Liabilities. The Purchase Price shall be paid as follows:

                           (1) Forty-Six Million Dollars  ($46,000,000) shall be
paid in cash as of the Time of Closing (as defined in Section 6.1); and

                           (2) Fourteen  Million Five Hundred  Thousand  Dollars
($14,500,000)  shall be evidenced by an  unsecured  promissory  note in the form
attached hereto as Exhibit 3.2."

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be executed as of the day and year first above written.

                                       P-Com, Inc.,
                                       a Delaware corporation


                                       By:
                                           ----------------------------------
                                                Warren T. Lazarow
                                                Secretary


                                       Cylink Corporation,
                                       a California corporation



                                       By:
                                           ----------------------------------
                                                Name:
                                                Title:


                                         2.