UTSTARCOM INC
EXHIBIT 10.3
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>ex-10_3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>

<PAGE>

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                    Exhibit 10.3

                                SUPPLY AGREEMENT

      THIS AGREEMENT, made and entered into as of this 1st day of April, 2000,
by and among Matsushita Electric Industrial Co., Ltd., acting through its
Corporate Management Division for China, a Japanese Corporation, having its
principal office at 3-2 Minami-Semba 4-chome, Chuo-ku, Osaka, Osaka 542-8588,
Japan (hereinafter "MEI"), Matsushita Communication Industrial Co., Ltd., acting
through its Personal Communication Division, a Japanese corporation, having its
principal office at 3-1 Tsunashima-Higashi 4-chome, Kohoku-ku, Yokohama,
Kanagawa 223-8639, Japan (hereinafter "MCI") ("MEI" and "MCI" are collectively
called "Seller") and UTStarcom Inc., a Delaware corporation, having its
principal office at 1275 Harbor Bay Parkway, Suite 100, Alameda, California
94502, U.S.A. (hereinafter "Buyer").

                                   WITNESSETH:

      WHEREAS, Buyer is desirous of purchasing from Seller certain Components of
wireless local loop system (hereinafter defined) to have its affiliate in P. R.
China assemble those Components into complete sets for sale thereof in P. R.
China except for Hong Kong, and

      WHEREAS, Seller is willing to supply such components to Buyer under the
terms and conditions herein contained,

        NOW, THEREFORE, in consideration of the mutual promises set forth herein
and the mutual covenants herein contained, both parties hereto agree as follows:

                                    CLAUSE 1

                                   DEFINITIONS

      1.01  The term "Products" means personal stations (hereinafter "PS") with
Buyer's brand name of which model numbers are described in SCHEDULE A attached
hereto as an integral part hereof. The parties hereto also agree that even
during the term of this Agreement, models of the Products may be, in writing,
added to and/or removed from the SCHEDULE A upon mutual agreement. The diagrams
of the Products shall be mutually discussed and agreed by the parties hereto in
written instruments to be attached hereto as an integral part hereof, SCHEDULE
B.

      1.02  The term "Components" means such electric, electronic and/or
mechanical components, parts, pieces or sub-assemblies including packaging
comprising Products, as will be from time to time so identified by Seller. The
specifications of the Components shall be separately agreed by the parties
hereto in writing.

      1.03  The term "Buyer's Affiliate" means UTStarcom (Hangzhou) Telecom
Co., Ltd., a Chinese corporation, having its principal office at 3 Yile
Industrial Park, Bldg. 2/3 129 Wen Yi Road, Hangzhou 310012, P. R. China,
which purchases the Components from Buyer and assembles the Components into
complete sets for the sale thereof in [* * *] under the terms and conditions
hereof.

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

<PAGE>

                                    CLAUSE 2

                               BUYER'S AFFILIATES

      2.01  Seller hereby agrees and acknowledges that Buyer's Affiliate
purchases the Components through Buyer and assembles them into complete sets of
Products for the resale [* * *], provided that Buyer shall have Buyer's
Affiliate assume the same obligation of Buyer herein and [* * *] shall obtain
import license, type approval or any other necessary governmental or
administrative license or approval and taking any procedures and steps necessary
to comply with the laws and regulations of the [* * *] and resale of the
Components in the form of the Products shall be at the responsibility and cost
of [* * *].

                                    CLAUSE 3

                              SUPPLY OF COMPONENTS

      3.01  For the effective term of this Agreement and subject to the terms
and conditions herein contained, Seller agrees to sell to Buyer and Buyer agrees
to purchase from Seller on [* * *] basis certain Components only for the purpose
of the assemble of the Components and the sale of the Products by Buyer's
Affiliate [* * *], solely in the manner set forth in Clause 4 hereof.

                                    CLAUSE 4

                                MANNER OF SUPPLY

      4.01  Firm (non-cancelable) orders for the Components shall be placed by
Buyer to Seller, in writing and in accordance with this Clause 4 hereof, [* *
*]. Such orders shall be placed to Seller in writing at least [* * *] prior to
the shipment date requested therein. Seller will consider the purchase orders
from Buyer, and shall have [* * *] to accept such orders. In case of acceptance,
Seller shall notify Buyer of the delivery date within [* * *] of Seller after
the receipt of the relative firm order, and until such notification is made, no
order shall be binding on [* * *].

      4.02  All deliveries of the Components shall be made on basis of [* * *],
which shall be interpreted in accordance with the latest [* * *].

      4.03  The parties hereto agree that the contracted minimum quantities
shall be [* * *] units of the Components to be assembled into Products during
the term of this Agreement.

      4.04  The payment for the Components shall be made by Buyer to Seller by
means of telegraphic transfer of funds to the bank account designated by MEI, to
be made at least [* * *] prior to the scheduled shipment date of relative
Components, provided that any shipment of Components should be made by [* * *].
Notwithstanding the foregoing, in case Buyer desires and

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


                                      -2-
<PAGE>

Seller agrees, the payment for the Components may be made by Buyer to Seller by
means of [* * *], negotiable [* * *] after the date of Bill of Lading, to be
opened in favor of MEI.

      4.05  The prices of the Components shall be separately discussed and
mutually agreed from time to time by the parties hereto based on the following
conditions:

            (a)   that prices of all items of the Components shall be quoted on
basis of [* * *];

            (b)   that the prices of all items of the Components shall be
quoted in the currency of US dollars; and

            (c)   that any price change, if any is agreed by the parties during
its validity, shall be applied only to such individual contracts as are made
after the date of such price change.

      4.06  The minimum quantities of each order shall be [* * *] of the
Components.

                                    CLAUSE 5

                        USE OF COMPONENTS AND TRADEMARK

      5.01 Seller shall Affix Buyer's brand name and/or its trade name
designated by Buyer ("Buyer's Mark") on such items of the Components as mutually
agreed.

      5.02 Seller acknowledges that Buyer has appropriate interest in the
Buyer's Mark and that no right, interest, ownership or privilege of use of such
Buyer's Mark is accorded to Seller by reason of the relationship herein
established. Buyer warrants and represents that Buyer is a sole and exclusive
owner of Buyer's Mark as applied to the Components/Products. Buyer agrees to
indemnify and hold harmless Seller from and against any claim of trademark
infringement by reason of the use of Buyer's brand on or in connection with the
Components/Products hereunder.

                                    CLAUSE 6

                                    WARRANTY

      6.01 Buyer shall submit to Seller a [* * *] report detailing the quality
problem of the Components occurring in the market during the term hereof and [*
* *] periods after the last delivery of the Components hereunder. Further, Buyer
shall submit to Seller samples of the Components alleged to be defective upon
request of Seller.

      6.02 Buyer shall be responsible for warranty/servicing of the Products and
any claims made by any third party against the Products once Buyer distributes
or has distributed the Products in the market.

      6.03 Buyer shall inspect, pursuant to Military Standard 105E in effect as
of the date of this Agreement attached hereto as SCHEDULE C and made a part
hereof, the Components delivered by

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


                                      -3-
<PAGE>

Seller as set forth in CLAUSE 4.02 hereof within [* * *] after the delivery to
Buyer and notify Seller of its result within [* * *] after Buyer's finding
[* * *] shortage in the quantities of the Components delivered or [* * *]
Components which do not meet [* * *] of the specifications of the Components
agreed by both parties hereto. Unless Seller received a notice from Buyer within
such a period, the Components shall be deemed to be accepted by Buyer. Upon the
request by Seller, Buyer shall submit the allegedly non-conforming Components to
Seller for Seller's inspection. Seller shall provide Buyer with the analysis
report for such allegedly non-conforming Components within one (1) week after
receipt of the notice by Buyer hereof. In case such shortage in quantities or
such non-conforming Components is solely attributable to Seller, Seller shall
arrange to deliver the missing or replacing Components within [* * *] after the
production of Seller's analysis report.

      6.04 Even after Buyer's inspection set forth in CLAUSE 6.03 above, if
non-conforming Components are found in the assembling line of Buyer's Affiliate
within [* * *] after the delivery of the Components, Buyer shall notify Seller
of such non-conforming within [* * *] after Buyer's finding [* * *]
non-conformance of the Components. Upon the request by Seller, Buyer shall
submit the allegedly non-conforming Components to Seller for Seller's
inspection. Seller shall provide Buyer with the analysis report for such
allegedly non-conforming Components within [* * *] after receipt of the notice
by Buyer hereof. In such non-conformance is solely attributable to Seller,
Seller shall arrange to deliver the replacing Components within [* * *] after
the production of Seller's analysis report.

      6.05 In the event that any large quantity malfunction or defects of the
Components are found during the inspection or assembling line at Buyer's
Affiliate premise, Seller shall dispatch its engineers to the Buyer's Affiliate
premise within [* * *] after the receipt of the notice from Buyer for
investigating and remedying such large quantity malfunction or defects of the
Components. If Seller's dispatched engineers recognize that those malfunction or
defects are solely attributable to Seller and cannot establish their remedy
within [* * *] from their dispatch, Seller shall promptly arrange, at its own
cost and responsibility, the shipment of the replacing Components. The
definition of "large quantity" referred in this CLAUSE 6.05 shall mean [* * *]
defective rates for major defects and minor defects as set forth in SCHEDULE C.

      6.06 Seller shall supply the Components of the Products to Buyer and
Buyer shall purchase such Components from Seller, in the manner set forth in
CLAUSE 4 hereof, without any warranty by Seller and/or any of its affiliates
that (i) the complete sets of Products assembled by Buyer's Affiliate from
Components hereunder and (ii) the assembling process or method of the Components
into the Products. Licenses or permissions if any necessary to assemble, sell or
otherwise dispose of the complete sets of Products under any right owned or
controlled by third parties shall be acquired by Buyer at its own risk and
account.

      6.07 (a) Seller agrees to indemnify and hold harmless Buyer from and
against any claim made by any third party that the Component supplied hereunder
infringe the rights of such third party in respect to patent, design, copyright
or any other intellectual property right in [* * *] (hereinafter "Intellectual
Property Right"), and Seller shall assume the defense of any action, suit or
proceeding against Buyer relating thereto and shall pay any damages assessed
against or otherwise payable by Buyer as a result of the final disposition of
any such claim, action, suit or proceeding,

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


                                      -4-
<PAGE>

provided, that Buyer promptly notifies Seller of the commencement of any action,
suit or proceeding, or threats thereof, and furnished to Seller all documents
relating thereto, and further provided, that Seller is afforded the opportunity,
in its sole and absolute discretion, to determine the manner in which such
action, suit or proceeding shall be handled or otherwise disposed of. Buyer
shall give Seller the cooperation Seller reasonably required, at Seller's sole
cost and expense for reasonable out-of-pocket expenses incurred by Buyer and
paid to third parties (except for salaries for Buyer's employees and fees and
expenses of any counsel retained by Buyer in the defense of such claim, suit,
action or proceeding). Notwithstanding the foregoing, Buyer may be represented
in any suit by its own counsel at its own cost and expense; provided, however,
that Buyer shall not consent to any settlement, judgment or decree in any such
suit or pay or agree to pay any sum of money or agree to do any other act in
compromise of such claim of a third party without first obtaining Seller's
consent thereto in writing.

      (b) In the event that the use or sale of the Components as a part of
Products is preliminary or permanently enjoined by reason of any third party
Intellectual Property Right, Seller shall use its best effort, at Seller's sole
cost and expense, take any of the following actions, in Seller's sole and
absolute discretion: (i) procure for Buyer the right to continue the use and/or
sale of the Components as part of Products; or (ii) provide Components which do
not infringe such Intellectual Property Right and upon Seller's fulfillment of
(i) or (ii) above, Seller shall thereafter be relieved of any further obligation
or liability to Buyer as the result of or in connection with such infringement;
provided, however, that if Seller elects either (i) or (ii) above, then to the
extent that Seller is required to incur additional costs, the prices for the
affected Components shall be renegotiated in good faith by the parties to take
into such increased costs,

      (c) Notwithstanding anything herein to the contrary, the provisions of
this CLAUSE 6.07 shall not apply to (i) any designs, specifications, or
modifications supplied by Buyer or any items incorporated into the Components by
Seller at Buyer's request (whether or not such items are manufactured by Seller
or supplied by Buyer or third parties) or (ii) any combination or use of the
Components by Buyer or its customer(s) with other equipment or devices; but,
rather, in such cases, Buyer shall indemnify, defend and hold harmless Seller
from and against any and all liabilities, costs, expenses, losses and damages of
any nature, including counsel fees and expenses arising out of or relating to
all claims that the same infringe on any Intellectual Property Right of any
third parties.

      (d) In any event, Seller's responsibility stipulated in this CLAUSE
shall be limited to the total amount of the payment by Buyer for the Components.

      6.08 Business operations of Buyer (including assembly, sale or other
disposition, quality guarantee to customers, product liability, servicing and
advertising of complete set of any Product assembled by Buyer's Affiliate) shall
be entirely for Buyer's own account and at Buyer's sole responsibility, and
Seller (including Seller's affiliates and subsidiaries) shall not be responsible
to Buyer, Buyer's Affiliate and any third party. Buyer shall indemnify for and
hold Seller (including Seller's affiliated companies and subsidiaries) harmless
from any losses, damages, costs and expenses arising out of or connection with
business operations as provided in this CLAUSE.

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


                                      -5-
<PAGE>

      6.09 EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTY, SELLER MAKES AND
BUYER RECEIVES NO WARRANTY ON THE COMPONENTS, EXPRESS OR IMPLIED, STATUTORY, OR
IN ANY OTHER PROVISION OF THIS AGREEMENT OR COMMUNICATION WITH BUYER, AND SELLER
SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, INCLUDING, WITHOUT LIMITATION, FITNESS FOR COMBINATION WITH
ANY INTERFACE DEVICES TO BUILD UP ANY SYSTEM.

                                    CLAUSE 7

                  SERVICE, INFORMATION, INSTRUCTION AND ADVICE

      7.01 In case Buyer expects Seller to disclose and Seller deems it
appropriate or in case Seller deems it necessary, Seller may, furnish or may
have a Seller's subsidiary or affiliates furnish Buyer with a certain technical
service, information, instruction and/or advice including, but not limited to,
dispatching Seller's engineers or engineers designated by Seller to Buyer's
Affiliate factory for the quality assurance of the Components and the
installation/commissioning of certain production equipment which are necessary
for assembling Components, to be used by Buyer or Buyer's Affiliate only for the
purpose of the assembly of the complete sets of the Products from the Components
by Buyer's Affiliate.

                                    CLAUSE 8

                               SERVICE AFTER SALE

      8.01 Repair and other service after sale for the users of the Components
as Products shall be at the cost and responsibility of Buyer. Seller will
provide Buyer with replacement parts for the Components on terms and conditions
to be mutually agreed upon by the parties from time to time during the retention
period provided for in Schedule D attached hereto as an integral part hereof.

      8.02 If the parties agree on a service training for the Products, Seller
will provide that in accordance with the agreed terms and conditions, provided
that Buyer shall reimburse Seller for [* * *].

                                    CLAUSE 9

                               TERM & TERMINATION

      9.01 This Agreement shall become effective as of the date first above
written (herein referred to as Effective Date), and thereafter shall remain in
force and effect until the end of [* * *], unless earlier terminated in
accordance with any other provisions of this Agreement.

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


                                      -6-
<PAGE>

      By mutual agreement at least [* * *] prior to expiration hereof, this
Agreement may be extended for the duration mutually agreed to in writing.

      9.02 Either party hereto has the right to terminate this Agreement by
giving a written notice to the other party in case such other party shall have
been in a breach and/or default of the provisions of this Agreement, and such
breach and/or default shall not have been corrected within [* * *] after receipt
of notice specifying the nature of such breach and/or default.

      9.03 Seller may at any time terminate this Agreement immediately by
giving a written notice to Buyer upon any of the following events:

                  1) Any arrangement with direction or any application for
bankruptcy, receivership, winding up or other similar proceeding against Buyer
and/or Buyer's Affiliate shall be made by Buyer, Buyer's Affiliate or any other
person;

                  2) All of or, in the opinion of [* * *], substantial part of
the assets of Buyer and/or Buyer's Affiliate shall be seized or attached in
conjunction with any action against Buyer and/or Buyer's Affiliate by any third
party;

                  3) A sale of all of or in the opinion of [* * *]
substantially all of the assets of Buyer is made, or this Agreement is assigned
by Buyer and/or Buyer's Affiliate without the prior written consent of Seller;

                  4) There occurs any such change in the capital ownership
and/or management control of Buyer and/or Buyer's Affiliate as, in the opinion
of [* * *], may adversely affect the performance of this Agreement and/or the
benefits or rights of Seller in this Agreement;

                  5) There occurs any difficulties, in [* * *] opinion, to
perform the obligation under this Agreement due to any of significant changes of
the political, economic or taxation policy by the governmental or
quasi-governmental organization or agencies in the [* * *];

                  6) [* * *] judges that the quality of the Products assembled
by Buyer's Affiliate hereunder is found to be insufficient and such
insufficiency seems not to be corrected within [* * *]; and

                  7) An import license of the Components into the [* * *]
and/or an import license of the Components from Buyer to Buyer's Affiliate is
not obtained from the competent authority of the Government of the [* * *] (to
the extent that such license is required by law) within [* * *] from the
Effective Date hereof.

      9.04 Termination or expiration of this Agreement shall not affect the
right of Seller or Buyer which shall have accrued hereunder including, without
limitation, the Seller's right to receive payment of the Components and the
Buyer's right to receive the Components ordered but not delivered yet. However,
if this Agreement is terminated due to any breach of this Agreement by either
party, the other party shall have the right to cancel any firm order accepted by
Seller without any liability to the breaching party.

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


                                      -7-
<PAGE>

      9.05 No failure or delay on the part of either party hereto to exercise
its right of termination of this Agreement for any one or more of the causes
specified herein, shall be construed to prejudice its rights of termination
hereof for any other or subsequent reason.

                                   CLAUSE 10

                               GENERAL PROVISIONS

      10.01 EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN CLAUSE 6 HEREOF AND THE
EXPRESS WARRANTY IN CLAUSE 11.05 HEREOF, EACH PARTY'S LIABILITY FOR ANY LOSS OR
DAMAGE ARISING OUT OF OR RESULTING FROM THESE TERMS AND CONDITIONS OR FROM ITS
PERFORMANCE OR BREACH, OR IN CONNECTION WITH THE COMPONENTS PURCHASED HEREUNDER
SHALL IN NO CASE EXCEED THE PURCHASE PRICE FOR THE SPECIFIC COMPONENT WHICH GIVE
RISE TO THE CLAIM. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (WHETHER FORESEEABLE OR NOT), NOR
FOR DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF CONTRACTS, OR
ANTICIPATED SAVINGS (WHETHER FORESEEABLE OR NOT), IN CONTRACT, TORT, (INCLUDING
NEGLIGENCE), BREACH OF STATUTORY DUTY, PRODUCT LIABILITY OR OTHERWISE, ARISING
FROM THIS AGREEMENT OR INDIVIDUAL CONTRACTS HEREUNDER, EVEN IF IT HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

      10.02 Neither this Agreement nor any rights or obligations hereunder shall
be assignable or otherwise transferable by either party hereto, voluntarily or
by operation of law or otherwise, without the prior written consent of the other
party, and any assignment or transfer without such consent shall be null and
void.

      10.03 Neither party hereto shall be liable for delay or failure in the
performance of this Agreement and/or individual purchase orders under this
Agreement arising from any of the following matters: (i) acts of God or public
enemy or war (declared or undeclared); (ii) acts of persons engaged in
subversive activities or sabotage; (iii) fires, floods, explosions, or other
catastrophes; (iv) epidemics or quarantine restrictions; (v) strikes, slowdowns,
lockouts or labor stoppage or disputes of any kind; (vi) freight embargo or
interruption of transportation; (vii) unusually severe weather; (viii) delays of
a supplier of Seller due to any the above causes or events; and the time for
performance by such party shall be extended by the period of any such delay.

      Notwithstanding the foregoing, should any delay resulting from such an
event of Force Majeure set forth above exceed [* * *], either party may
terminate this Agreement or the portion of this Agreement so delayed.

      10.04 Any confidential information owned by Seller prior to this Agreement
or developed by Seller (or its parent, subsidiaries affiliates) during the term
hereof and disclosed to Buyer in connection with subject matter hereof and the
contents and existence of this Agreement shall not be

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


                                      -8-
<PAGE>

disclosed by Buyer to any third party. The parties agree that the contents of
this Agreement shall be prohibited unless required by any governmental or
regulatory agency, including, but not limited to the Limited States Securities
and Exchange Commission (SEC). The parties agree that if such disclosure is so
required by any governmental or regulatory agency, the parties shall seek to
keep confidential all material terms of the contract, as may be allowed by said
agency's provisions for confidential treatment of this Agreement.

      10.05 This Agreement shall be governed and construed in accordance with
the laws of Japan without reference to its conflict of law principles.

      10.06 Any and all disputes, controversies or differences which may arise
between the parties hereto out of or in relation to this Agreement shall be
settled between the parties hereto by their amicable endeavors.

      However, if in spite of such amicable endeavors of the parties hereto, no
such solution can be reached within [* * *] after occurrence of such disputes,
controversies or differences, then, they shall be finally settled (without being
submitted to any court), except as otherwise expressly provided herein. In case
Seller initiates the arbitration, the arbitration shall take place in San
Francisco, California, U.S.A., in accordance with the arbitration rules of
American Arbitration Association. In case Buyer initiates the arbitration, the
arbitration shall take place in Tokyo, Japan in accordance with the arbitration
rules of Japan Commercial Arbitration Association. Judgment upon the award
rendered may be entered in any court having jurisdiction or application may be
made to such court for a judicial acceptance of the award and an order of
enforcement, as the case may be.

      10.07 The CLAUSES 2.01, 3.01, 5.02, 6.02, 6.03, 6.04, 6.05, 6.06, 6.07,
6.08, 6.09, 8.01, 9.04, 9.05, 10.01, 10.04, 10.05, 10.06, 10.07 and 11 hereof
shall survive the expiration or the termination of this Agreement.

      10.08 This Agreement contains the entire and only agreement between the
parties hereto with respect to the subject matter herein contained, and this
Agreement supersedes and cancels all previous agreements, negotiations,
commitments and writings with respect thereto, and may not be released,
discharged, abandoned, changed or modified in any manner, orally or otherwise,
except by an instrument in writing signed by a duly authorized officer or
representative of the parties hereto.

                                   CLAUSE 11

                                 EXPORT CONTROL

      11.01 In no event shall Seller be bound by any terms and conditions that
contravene any export laws, regulations or other restraints of any relevant
countries including but not limited to Japan and the U.S.A. All orders are
subject to the obtaining of any required licenses under the said relevant laws.
Buyer shall, upon Seller's request, furnish Seller with all information and
documentation necessary for Seller in obtaining and complying with the required
licenses.

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


                                      -9-
<PAGE>

      11.02 In the event that any and all the Products including replacement
parts thereto to be purchased by Buyer from Seller and any technical documents
or technical services to be supplied by Seller to Buyer relating thereto
(hereinafter collectively called "GOODS") are included in and remain the
"restricted subject" whose export is controlled under the Foreign Exchange and
Foreign Trade Law and its relevant governmental/administrative regulations of
Japan, Buyer shall provide Seller with the "End-Use Statement" supplied by
Seller and signed by Buyer, which is required for Seller to obtain approvals of
the Japanese Government, and Buyer shall strictly comply with any and all
provisions set forth therein. Specifically, Buyer shall not change the end-use
of GOODS set forth therein nor transfer the GOODS to any country other than the
countries set forth therein. In the event that Buyer is not the end-user of
GOODS, Buyer shall, upon request of Seller, make Buyer's customer(s) sign such
End-Use Statement and make such customer(s) understand and comply with any and
all the provisions therein. Buyer further agrees, upon request of Seller, to
render the assistance necessary for Seller to check and verify the compliance
with provisions of End-Use Statement by Buyer or its customer(s).

      11.03 During and after the term of this Agreement, Buyer shall not sell,
lease or otherwise dispose of GOODS, directly or indirectly, to any customer who
makes use of, is likely to or intends to make use of GOODS for "Military
Purposes." In this Clause, "Military Purposes" means the design, development,
manufacture or use of any weapon including without limitation nuclear weapon,
biological weapon, chemical weapon and missiles.

      11.04 Buyer shall not export GOODS directly or indirectly through any
third party to any of the countries against which any economic sanction is
imposed under resolutions approved by the Security Council of the United
Nations, as long as such resolutions remain valid and effective and so far as
GOODS remain the "prohibited subject" of which export to such countries is
prohibited thereunder.

      11.05 In the case of any breach of this Clause, Buyer shall be liable to
Seller for any all direct and indirect damages incurred by Seller arising from
such breach, and Seller may cancel all existing individual contracts hereunder
and this Agreement immediately without any liability to Buyer. Further, Seller
shall not be obliged to fulfill any individual contracts which are accepted by
Seller but subsequently discovered to be an improper end-use, Military Purpose,
and the like, or sale to improper end-user or intermediary.

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


                                      -10-
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement in three
(3) original instruments, to be executed and delivered in the English language
as of the date first above written, in a manner legally binding upon them, by
their duly authorized officers, each of which shall be retained by Seller and
Buyer respectively.


Seller:  Matsushita Electric Industrial Co., Ltd.
         Corporate Management Division for China


         By: /s/ Yukio Shotoku
            -------------------------------------
            Name:  Yukio Shotoku
            Title: Managing Director, Member of the Board


         Matsushita Communication Industrial Co., Ltd.
         Personal Communication Division


         By: /s/ Osamu Waki
            -------------------------------------
            Name:  Osamu Waki
            Title: Director


Buyer:   UTStarcom Inc.


         By: /s/ Hong Liang Lu
            -------------------------------------
            Name:  Hong Liang Lu
            Title: President & CEO

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
</TEXT>
</DOCUMENT>
