<PAGE>
Amend. 8 to 5-3: Exhibit 10.79
A LETTER OF COOPERATION
PARTY A: P-COM Inc. (hereinafter referred to Party A)
PARTY B: China PTIC (hereinafter referred to Party B)
Party A masters the most advanced technology, LMDS. P-Com's wireless broadband
access system is a world leading technology, which has been widely used in
America, Europe and Asian-Pacific regions. Party B is a corporation under the
leadership of MII. Party B has a good relationship with China Unicom, China
Telecom, China Mobile, etc.. In order to develop the market in China, Party A
and Party B, adhering to the principle of cooperation and mutual benefit, reach
the following Agreement.
I The obligations of Party A
1. Party A shall appoint the Joint Venture Company, co-established by the
two parties, as a preferred Chinese partner of Party A's in China. P-com
promises not to cooperate with other Chinese companies outside PTIC.
Party A and Party B agree to explore jointly the addition of Lucent
Technologies to the partnership to be able to provide potential
customers with a broader network solution. The Joint Venture Company
shall, under the coordination and supervision of P-Com Beijing Office,
take charge of all the business of sales and services in China.
2. Party A shall provide the Joint Venture Company, co-established by the
two parties, with technical training and technical support. Party A
shall also provide technical supervision to the Joint Venture Company.
3. Party A shall launch large scale marketing propaganda to enlarge P-Com
Product fame in China.
4. Party A guarantees super quality and deliver in time.
5. Party A shall provide the Joint Venture Company, co-established by the
two parties, with the best-discounted price of P-Com's product in the
world.
II The obligations of Party B
1. Party B shall purchase Party A's product as stock for sales use of the
Joint Venture Company.
From July 1, 2000 to July 1, 2001, Party B shall buy Party A's product in
the no less than US $20,000,000.
From July 1, 2001 to July 1, 2002, Party B shall buy Party A's product in
the no less than US $40,000,000.
From July 1, 2002 to July 1, 2003, Party B shall buy Party A's product in
the no less than US $60,000,000.
2. Party B shall develop the market in China and provide users with best
post sales services including installation, commissioning and other
engineering support. Party B shall keep a good reputation for P-Com in
China.
III. The Joint Venture Company, co-established by the two parties, shall be
established on or before July 30.
IV. All issues not discussed in the Agreement hereto shall be settled
amicably by negotiation.
V. This Agreement shall be in quadruple in Chinese and English. Each Party
shall hold two copies of each language version.
Party A: P-Com Inc. Party B: China PTIC
Representative: Representative:
/s/ James J. Sobczak /s/ Mr. Lu Junhai
July 12, 2000 July 12, 2000
