UTSTARCOM INC
EXHIBIT 10.54
<DOCUMENT>
<TYPE>EX-10.54
<SEQUENCE>7
<FILENAME>a2040014zex-10_54.txt
<DESCRIPTION>EXHIBIT 10.54
<TEXT>

<PAGE>

                                                                 Exhibit 10.54


[*] 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.


SOFTWARE LICENCE AGREEMENT

THIS AGREEMENT is made as of October 4, 2000

BETWEEN

DDI Corporation, a corporation duly organized and existing under the laws of
Japan, whose registered office is at 8, Ichibancho, Chiyoda-ku, Tokyo 102-8401,
Japan (the LICENSOR); and

UTStarcom Inc., a corporation duly organized and existing under the law of
Delaware, whose registered office is at 1275 Harbor Bay Parkway, Alameda, CA
94502, USA (UTS).

WHEREAS

(A)      DDI-Pocket Incorporated, a corporation duly organized and existing
under the laws of Japan, whose registered office at 3-5-1 Toranomon, Minato-ku,
Tokyo 105-8477, Japan (DDI-P) developed P-mail Deluxe Software (PDX), a service
which can be used in conjunction with the Personal Handyphone System (PHS);

(B)      First International Telecom Corp., a corporation duly organized and
existing under the laws of Taiwan, whose registered office is at 3F, No. 80,
Sec. 1. Chien-kuo N. Rd., Taipei, Taiwan, R.O.C. (FITEL) desires to establish
its own PHS business in Taiwan (FITEL TAIWAN PHS BUSINESS) and desires to use
DDI-P's PDX service in conjunction with such FITEL Taiwan PHS Business;

(C)      FITEL desires to have UTS develop the necessary systems and products
and for UTS to licence to FITEL certain software and other intellectual property
relating to the FITEL Taiwan PHS Business;

(D)      The Licensor and DDI-P entered into a distribution agreement documented
in the Minutes of the Meeting dated as of July 4, 2000 whereby, among other
things (DISTRIBUTION AGREEMENT), DDI-P authorized the Licensor to enter into
this Agreement with UTS.

(E)      The Licensor desires to grant UTS and UTS desires to obtain from the
Licensor a [*] licence to use the Software and Software Documentation (as both
terms are defined in Clause 1) to develop Products (as defined in Clause 1) to
be provided to FITEL for the FITEL Taiwan PHS Business and to sublicence such
Software and Software Documentation to FITEL to enable FITEL to use such
Products for the FITEL Taiwan PHS Business upon the terms and conditions
contained in this Agreement.

IT IS HEREBY AGREED as follows:

DEFINITIONS

 .1       In this Agreement, unless otherwise expressly provided for, the
following expressions shall have the following meanings:

<PAGE>

DELIVERY DATE means the scheduled date for delivery of the Software Materials;

LOCATION means UTS building/location where the Software is to be delivered;

MEDIA means the media on which the Software and the Software Documentation, as
provided to UTS by the Licensor, is recorded or printed;

PARTIES shall mean the Licensor and UTS (each, a PARTY);

PRODUCTS means the systems and products developed by UTS which are necessary for
FITEL to operate the FITEL Taiwan PHS Business;

PROPRIETARY INFORMATION means any information contained or embodied in the
Software Materials and the Specifications or otherwise disclosed or made
available to UTS by or on behalf of the Licensor pursuant to or in connection
with this Agreement and the Technical Disclosure Agreements one being between
DDI-P and FITEL and the other being between DDI-P and UTS both dated July 4,
2000 (whether orally or in writing), and whether or not such information is
expressly stated to be confidential or marked as such;

SOFTWARE means the computer programs in machine-readable object code only as
specified in Part A of Schedule 1;

SOFTWARE DOCUMENTATION means the operating manuals, user instructions, technical
literature and all other related materials in eye-readable form written in
Japanese as supplied to UTS by the Licensor for aiding the use and application
of the Software only as specified in Part B of Schedule 1;

SOFTWARE MATERIALS means the Software, the Software Documentation and the Media;

SPECIFICATIONS mean the functional specifications of the Software including
details of the environment in which the Software is designed to operate as set
out in Schedule 1 describing the facilities and functions of the Software, the
environment in which the Software is designed to operate and the language in
which the Software is written, a copy of which is attached hereto and initialled
by the parties for the purposes of identification only as Appendix 1;

[*];

USE THE SOFTWARE means to read all or any part of the Software, from magnetic or
other storage media at the Location;

USE THE SOFTWARE MATERIALS means to use the Software, and to read and possess
the Software Documentation in conjunction with the use of the Software and to
possess the Media; and

BASIS OF THIS AGREEMENT

2.1  The Licensor hereby agrees to:

(a)  deliver the Software to UTS on an "AS IS" basis at the Location;


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<PAGE>

(b)  provide UTS with a copy of the Software Documentation on an "AS IS"
basis without any translation, modification or update;

(c)  grant UTS a [*] licence in accordance with Clause 5 to (i) use the
Software Materials to develop Products to be provided to FITEL which are to
be used in connection with the FITEL Taiwan PHS Business and (ii) sublicence
the use of such Software Materials to FITEL to enable FITEL to use the
Products in connection with the FITEL Taiwan PHS Business;

(d)  disclose to UTS the source code of the Software to enable UTS to use the
Software Materials to develop Products to be used in connection with the
FITEL Taiwan PHS Business; and

(e)  grant UTS a [*] licence to modify the source code of the Software only
for the purpose of developing Products in connection with the FITEL Taiwan
PHS Business;

upon and subject to the terms and conditions of this Agreement.

2.2  An additional agreement shall be required detailing the terms and
conditions for distribution of the Products or disclosure of the Proprietary
Information by UTS to a third party.

2.3  UTS agrees not to use (or to allow FITEL to use) the Software Material
or the Proprietary Information in a manner not permitted by this Agreement
unless the Licensor expressly agrees otherwise in writing. Such prohibited
additional uses include, but are not limited to, the following:

(a)  Where UTS intends to provide the Products to third parties other than to
FITEL for use in connection with the FITEL Taiwan PHS Business;

(b)  Where UTS or FITEL intends to distribute the Products for use outside of
Taiwan in which case the Licensor may grant a further licence to UTS on
identical terms to this Agreement, with any necessary modification to reflect
the changed territory, for an additional total sum of [*];

(c)  Where the Licensor and UTS separately agree to conduct trials or market
promotions without paying the full amount of [*]. Such fees that may be
agreed to for such trials or market promotions shall, upon the granting of
any further license, be deducted from the total amount of [*] stipulated in
section (b) above for a further licence.

PRICE AND PAYMENT

3.1  The fee for the licence to be granted to UTS by the Licensor under this
Agreement (the LICENCE FEE) shall be paid by UTS as follows:

(a)  A [*] payment of [*] upon execution of the minutes of the meeting
between DDI Group-DDI (include the Licensor and DDI-P) and UTS dated July 4,
2000; and

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<PAGE>

(b)  [*] on the [*] after the date on which UTS delivers the finished
Products to FITEL (the HANDLING DATE) or the date on which FITEL commences
operational use of the Software in Taiwan, whichever shall occur earlier.

3.2  The Licence Fee and any other charges payable under this Agreement are,
unless otherwise specified:

(a)  [*] of any packing, delivery or transportation charges incurred in
Japan; and

(b)  [*] of consumption tax or any other duties or taxes which may be
chargeable on any goods or services provided to UTS hereunder and which shall be
paid by [*] at the rate and in the manner for the time being prescribed law.

For the avoidance of doubt, [*] shall pay all taxes, tariffs, and duties,
including any sales or use tax (and any related interest or penalty), however
designated, imposed as a result of the execution or implementation of this
Agreement, except any tax imposed upon the [*] corporate income. If the [*] is
required to collect tax to be paid by [*], [*] shall promptly pay such tax to
the [*] on demand.

3.3  The Licence Fee payable pursuant to Clause 3.1(b) shall be discharged if
UTS notifies the Licensor by giving written notice, at any time before the
Handling Date, that UTS desires to terminate the development of the Products,
and if the Licensor accepts such notice.

3.4  If any sum payable under this Agreement is not paid within [*] after the
due date, then (without prejudice to the Licensor's other rights and
remedies) the Licensor reserves the right to charge interest on such sum on a
day-to-day basis (after, as well as before, any judgment), from the due date
to the date of payment inclusive, at the rate of [*] per annum.

3.5  UTS shall not be entitled to withhold payment of any sum by reason of
any right of set-off or any claim or dispute with the Licensor, whether
relating to the quality or performance of the Software Materials or otherwise.

3.6  The Licensor shall have the right to suspend delivery where it
reasonably believes that UTS will not make payment in accordance with this
Clause 3.

DELIVERY AND INSTALLATION

4.1  The Licensor shall use all reasonable endeavours to deliver to UTS:

     (a)  one copy of the Software in source code; and

     (b)  one copy of the Software Documentation;

on the Media at the Location on the Delivery Date.

4.2  Delivery shall be effected and risk of accidental loss of, or damage to,
the Software Materials shall pass to UTS when delivery is tendered at the
Location during normal working hours. UTS

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<PAGE>

acknowledge that they are responsible for effecting insurance cover for the
Software Materials from the time at which risk in the Software Materials passes
to it.

4.3  The Licensor shall not be liable for any delay caused by events beyond its
reasonable control and in such case shall be entitled to a reasonable extension
of time to perform its obligations pursuant to this Clause 4.

4.4  The Licensor shall not be responsible for complying with statutory
regulations, local by-laws, or the fulfilment of any special regulations
affecting UTS.

LICENCE

5.1  The Licensor hereby grants UTS a [*] licence to:

(a)  use the Software only for the purpose of developing Products to be
provided to FITEL to be used in connection with the FITEL Taiwan PHS Business;

(b)  sublicence the use of the Software Materials to FITEL only to enable
FITEL to use the Products in connection with the FITEL Taiwan PHS Business.

(c)  use the Software Documentation in support of its use of the Software for
the development of Products and sublicence of the Software pursuant to Clause
5.1(a) and (b) above; and

(d)  modify the source code of the Software disclosed by the Licensor to UTS
under Clause 2.1 (a) only for the purpose of, and only the extent necessary
for, developing Products to be used in connection with the FITEL Taiwan PHS
Business.

for the duration of this Agreement.

5.2  UTS shall not permit any third party other than FITEL to use the
Software Materials, nor shall UTS use the Software Materials on behalf of or
for the benefit of any third party other than FITEL in any way whatsoever.

5.3 UTS shall not disclose the source code of the Software to any third party
including FITEL.

5.4  UTS shall ensure that (i) FITEL will only use the Software Materials and
Products to enable it to use the Products in connection with the FITEL Taiwan
PHS Business; (ii) FITEL shall only use the Products in connection with the
FITEL Taiwan PHS Business; (iii) FITEL will observe the same obligations of
confidentiality in respect of the Proprietary Information as set forth in
Clause 11; (iv) its agreement with FITEL will not result in any breach of any
of UTS's obligations under this Agreement; and (v) it uses its best efforts
nominate the Licensor as a third party beneficiary of the agreement between
UTS and FITEL.

5.5  The licence granted under this Agreement to UTS shall not be deemed to
extend to any programs or materials of the Licensor other than the Software
Materials unless expressly agreed to in writing by the Licensor.

                                      -5-
<PAGE>

5.6  UTS may make only so many copies of the Software as is reasonably necessary
for its use of the Software pursuant to Clause 5.1 (a) above, and shall ensure
that all such copies bear the Licensor's proprietary notice. All such copies
shall be subject to the terms and conditions of this Agreement.

5.7  During the continuance of this Agreement, UTS shall:

(a)  effect and maintain adequate security measures to safeguard the Software
Materials and any copies thereof from access or use by any unauthorised body
or person;

(b)  retain the Software Materials and any copies thereof under its exclusive
control; and

(c)  maintain a full and accurate record of its copying and disclosure of the
Software Materials and produce such record to the Licensor on request from
time to time.

WARRANTY

6.1  While the Licensor has endeavoured to use reasonable care in compiling the
systems and information incorporated in the Software Materials, the Licensor can
accept no liability of any kind whatsoever for the accuracy and completeness of
such systems or the Software Materials.

6.2  UTS acknowledges that the Software Materials have not been produced to meet
the individual requirements of UTS and cannot be tested in every possible
combination. The Licensor does not warrant that (i) the facilities and functions
comprised in the Software will meet all of UTS's needs in connection with the
FITEL Taiwan PHS Business, (ii) that the Software will operate in the
combinations which may be selected by UTS, (iii) that the operation of the
Software will be uninterrupted or error free, or (iv) that all Software defects
can or will be corrected.

6.3  The Licensor shall have no obligation to repair or replace the Software
Materials under any circumstances except as expressly provided in this
Agreement.

6.4  The Licensor warrants that it has full authority to licence to UTS on the
terms and conditions of this Agreement, based on its Distribution Agreement with
DDI-P.

SUPPORT SERVICE

7.1  The Licensor shall have no obligation to provide any technical support in
connection with the use of the Software under this Agreement or the FITEL Taiwan
PHS Business.

7.2  At the request of UTS, the Licensor may, [*], provide technical support as
to the use of the Software or the FITEL Taiwan PHS Business on the terms and
conditions provided in Appendix 2.

SOFTWARE MAINTENANCE

8.   Unless UTS enters into a separate software maintenance agreement with the
Licensor on or before the Delivery Date (on terms to be agreed between the
parties), the Licensor will not provide any maintenance in respect of the
Software Materials. If at a later date UTS wishes the Licensor to


                                      -6-
<PAGE>

provide maintenance services in respect of the Software Materials, then the
Licensor may [*] provide the same to UTS subject to UTS paying the Licensor's an
agreed maintenance charge.

MODIFICATIONS

9.1  UTS may themselves modify the Software Materials at their own expense and
responsibility to the extent necessary for the development of the Products and
their use in respect of the FITEL Taiwan PHS Business. UTS shall indemnify the
Licensor against any claims that such modifications infringe the copyrights,
database rights, patents, trade secrets or other proprietary or intellectual
property rights of any third party of whatever nature howsoever or wheresoever
arising.

9.2  The copyrights, database rights, patents, trade secrets and other
proprietary or intellectual property rights of whatever nature howsoever or
wheresoever arising in such modifications shall be jointly owned by DDI-P and
UTS. UTS shall be entitled without further charge to use such modifications in
order to develop the Products and allow FITEL to use the Products for the FITEL
Taiwan PHS Business upon the same terms and conditions as the Software Materials
but shall not otherwise be entitled to use such modifications. DDI-P shall be
entitled to use such modifications in Japan. An additional agreement is required
for the use of such modifications outside of Taiwan or Japan.

9.3  UTS shall promptly notify the Licensor of all such modifications and shall,
without charge, supply to the Licensor copies of all documentation relating to
such modifications, including full functional and performance specifications
thereof and all source code materials.

9.4  In addition to providing UTS with the most current version of the Software
in accordance with Clause 2.1, the Licensor shall also provide UTS with any
future modifications of the Software, including but not limited to any changes,
modifications, improvements or bug fixes to existing features, functionalities,
designs or protocols that may be contained within the Software (FUTURE SOFTWARE
MODIFICATIONs). The Licensor shall provide such Future Software Modifications to
UTS [*] only for a period of only [*] from the execution of this Agreement. The
terms and conditions of the license granted by the Licensor to UTS under this
Agreement shall also apply MUTATIS MUTANDIS to any and all Future Software
Modifications provided by the Licensor to UTS, provided, however, that the
provision of Future Software Modifications by the Licensor after expiration of
the [*] period following the execution of this Agreement shall be subject to
separate pricing terms to be negotiated by the parties hereto.

PROPRIETARY RIGHTS

10.1 The Software Materials and all copyrights, database rights, patents, trade
secrets, trademarks and other proprietary or intellectual property rights
whatsoever, howsoever and wheresoever arising in the Software Materials and in
all other written or oral information provided by the Licensor for the purposes
of this Agreement, are and shall remain the exclusive property of DDI-P. DDI-P
reserves the right to grant licences to use or otherwise exploit the Software
Materials to any other person or body. UTS shall not acquire any intellectual
property rights of whatever nature in the Software Materials and may not copy
them or attempt in any way to decompile, disassemble, imitate or reverse
engineer the Software except as expressly permitted in this Agreement.


                                      -7-
<PAGE>

10.2 UTS shall notify the Licensor immediately if UTS become aware of any
unauthorised use or exploitation of the whole or any part of the Software
Materials by any person or body.

10.3 UTS will permit the Licensor to check the use of the Software Materials
by UTS at all times during normal business hours, and for that purpose UTS
shall grant the Licensor (and its agents, employees and representatives) an
[*] licence to enter UTS's premises at any time during normal business hours,
upon giving 48 hours advance written notice by the Licensor to UTS.

CONFIDENTIALITY OF THE PROPRIETARY INFORMATION

11.1 UTS undertakes to treat as confidential and keep secret the Proprietary
Information, and shall not without the prior written consent of the Licensor:

(a)  exploit the Proprietary Information in whole or part other than as may
be necessary to enable UTS to use the Software Materials in accordance with
the terms and conditions of this Agreement;

(b)  disclose the Proprietary Information in whole or part or make any aspect
of the Proprietary Information available to any person or body, subject
always to Clause 11.2 below, other than to:

     (i)   such of UTS' own employees as need to know or use the same for
           the purpose of performing their duties to UTS, for processing
           UTS' own data for its internal business purposes;

     (ii)  UTS' auditor or any other person or body having the right, duty
           or obligation to know the business of UTS, and then only in
           pursuance of such right, duty or obligation;

     (iii) any person or body who is appointed by UTS to maintain any
           equipment on which the Software is used (in accordance with the
           terms of this Agreement) and then only to the extent necessary
           to enable such person or body to properly maintain such equipment.

11.2 UTS undertakes to ensure that any person or body to whom any part of the
Proprietary Information is disclosed pursuant to Clause 11.1(b) is made aware
prior to the disclosure of any part of the Proprietary Information that (i) the
same is confidential and (ii) they owe an express duty of confidence to the
Licensor. UTS shall indemnify and hold the Licensor harmless against any loss or
damage which the Licensor may suffer or incur as a result of UTS failing to
comply with such undertaking.

11.3 UTS shall promptly notify the Licensor if they become aware of any breach
of confidence by any person or body to whom UTS divulges all or any aspect of
the Proprietary Information and shall give the Licensor all reasonable
assistance in connection with any proceedings which the Licensor may institute
against such person or body in respect of such breach of confidence.

11.4 The foregoing obligations as to confidentiality shall remain in full force
and effect notwithstanding any termination of this Agreement.

INTELLECTUAL PROPERTY INFRINGEMENT


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<PAGE>

12.1 If claims arise out of the infringement of any Japanese patent or
copyright of any third party which is valid and effective at the date of this
Agreement, with respect to the use by UTS and/or FITEL of the Software
pursuant to the terms of this Agreement:

(a)  UTS shall promptly notify the Licensor in writing of any allegations of
infringement of which it has notice or becomes aware;

(b)  the Licensor shall have sole control over the defence of any such suit
or claim and over all negotiations in relation thereto, responsibility for
any and all attorneys' fees and legal costs related to defence of any such
suit or claim, and, in particular, UTS shall not make or attempt to make any
settlement or admit any liability in relation to such suit or claim without
the prior written consent of the Licensor;

(c)  At the Licensor's expense, UTS shall take such actions and provide such
information and enter into all such documents as the Licensor may reasonably
require in relation to the defence of any such suit or claim.

12.2 If UTS is prohibited by a court order from using the Software, then the
Licensor shall have the right at its sole option to:

(a)  procure for UTS the right to continue using the Software;

(b)  modify or amend the Software so that it becomes non-infringing;

(c)  replace all or part of the Software with programs of similar capability;
or

(d)  terminate this Agreement in respect of the Software so affected, if the
Licensor considers that, in its reasonable opinion, the foregoing
alternatives are not available on reasonable terms,

in which event UTS shall cease using such prohibited Software forthwith and, at
the Licensor's direction, shall return, or certify that it has destroyed, the
original copies of such Software so affected and any copies made by UTS thereof.
In such event, the Licensor shall be under no further liability to UTS with
respect to the Software so affected.

12.3 Where any computer program materials, in relation to which rights are owned
by a third party, are to be copied or otherwise used by UTS in association with
any Software Materials, UTS warrants that they have any and all necessary
permissions, express or otherwise, to enable them to copy or otherwise use such
computer program materials without infringing such third parties rights.

12.4 If UTS discloses such computer program materials to the Licensor or
requests or permits the Licensor to copy or otherwise use such computer program
materials, UTS warrants that they are entitled to make such disclosures or
requests or give such permission, and that it has any necessary consent, express
or otherwise, to enable the Licensor to copy or otherwise use such computer
program materials as so requested or permitted without infringing said third
party rights.

12.5 UTS shall indemnify the Licensor against any expense or loss the Licensor
may incur resulting from the infringement of third party patents, copyrights,
database rights, trade secrets, trade


                                      -9-
<PAGE>

marks or other proprietary or intellectual property rights whatsoever, howsoever
or wheresoever arising in consequence of any matter referred to in Clauses 12.3
or 12.4.

UTS'S CONFIDENTIAL INFORMATION

13.1 The Licensor shall treat as confidential all information supplied by UTS
under this Agreement which is designated as confidential by UTS or which is by
its nature clearly confidential (the UTS CONFIDENTIAL INFORMATION). This Clause
shall not extend to any information which:

(a)  was lawfully in the possession of the Licensor prior to the commencement
of the negotiations leading to this Agreement;

(b)  is already public knowledge or becomes so at a future date (other than
as a result of a breach by the Licensor of this Clause 13);

(c)  comes into the Licensor's knowledge from a third party who lawfully
possesses such information, and such disclosure is not in breach of a duty of
confidence owed by the disclosing party to UTS.

13.2 The Licensor shall not divulge any UTS Confidential Information to any
person or body except to:

(a)  such of its own employees, consultants, agents or representatives
including the suppliers of any third party software as need to know the same
for the purpose of performing their duties pursuant to this Agreement. The
Licensor shall ensure that its employees, consultants, agents or
representatives are aware of and comply with the provisions of this Clause 13;

(b)  the Licensor's auditors and any other bodies having the right, duty or
obligation to know the business of the Licensor and then only in pursuance of
such right, duty or obligation.

13.3 The foregoing obligations of this Clause 13 shall survive any termination
of this Agreement.

LIMITATION OF LIABILITY

14.1 The Licensor shall not be liable to UTS for any loss, expense or damage of
any kind (direct, indirect, economic or consequential and whether arising from
negligence or otherwise) resulting from the supply, purported supply, failure to
supply, use or possession of the Software Materials, or Products, or any other
service provided under this Agreement.

14.2 No officer or employee of the Licensor shall be liable to UTS in any
circumstances for any loss, expense or damage of any kind (direct, indirect,
economic or consequential and whether arising from negligence or otherwise)
arising from any act or omission during the performance of his or her employment
or other duties. All officers and employees of the Licensor from time to time
shall be entitled to the benefit of the exemptions, limitations, terms and
conditions in this Agreement.

14.3 UTS acknowledges that they are exclusively responsible for:


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<PAGE>

(a)  supervision, management and control of the use of the Software (including
use by FITEL) pursuant to the terms of this Agreement and ensuring that their
personnel are, at all times, educated and trained in the proper use and
operation of the Software Materials;

(b)  processing their data and ensuring the security and accuracy of all inputs
and outputs; and

(c)  making regular back-up copies of their data to ensure recovery of their
data in the event of malfunction of the Software;

(d)  the selection, use of and results obtained from any other programs,
equipment, materials or services used in conjunction with the Software
Materials; and

(e)  any loss, expense, or damage of any kind (direct, indirect, economic or
consequential) suffered by FITEL resulting from the supply, purported supply,
failure to supply, use or possession of the Software Materials or Products or
any other service provided to FITEL by UTS under UTS's agreement with FITEL.

14.4 UTS shall indemnify the Licensor and shall keep the Licensor fully and
effectively indemnified against any loss, expense, or damage of any kind
(direct, indirect, economic or consequential) arising from the breach of this
Agreement by UTS and against any loss of, or damage to, any properly or injury
or death of any person caused by any negligent act, omission or unlawful
misconduct of UTS and/or FITEL, their employees, agents or sub-contractors.

14.5 UTS further acknowledges that they will obtain insurance cover in respect
of all risks relating to their use of the Software Materials and all other goods
and services provided under this Agreement and that they will ensure that the
Licensor is noted on such insurance cover.

TERMINATION

15.1 Any Party hereto may terminate this Agreement forthwith on giving notice in
writing, to the a breaching Party if:

(a)  the breaching Party commits any material or continuing breach of any
term of this Agreement and fails to remedy such breach within [*] after the
receipt of a request in writing from the aggrieved Party to do so (such
request will contain a warning of the aggrieved Party's intention to
terminate), provided, however, the Licensor may terminate this Agreement
immediately with written notice in the event that UTS fails to pay any part
of the Licence Fee within [*] of the due date for payment;

(b)  a Party learns or believes upon reasonable grounds that the other Party
(being a body corporate) has or is likely to:

     (i)  present a petition or have a petition presented against them by a
          creditor for the appointment of an administrator or for their
          winding up;

     (ii) convene a meeting to pass a resolution for a voluntary winding up
          or the making of an administration order;

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<PAGE>

    (iii) enter into liquidation (other than for the purposes of a bona
          fide reconstruction or amalgamation);

    (iv)  call a meeting of their creditors, or have a receiver,
          administrator, administrative receiver, liquidator or any other
          similar officer or insolvency practitioner appointed in respect
          of all or any of its undertakings or assets;

    (v)   refuse or be unable to meet any sums payable to another Party
          when such sums fall due;

    (vi)  cease to carry on business as a going concern or cease to be in
          a position to fulfil this Agreement;

(c)  a Party learns or believes upon reasonable grounds that the other Party
shall be dissolved or shall commit any act of bankruptcy or have a bankruptcy
order made against them or shall make or negotiate for any composition or
arrangement with, or assignment for, the benefit of their creditors;

(d)  any event occurs in a foreign jurisdiction analogous to, or comparable
with Clause 15.1(b)(i) to (v) or 15.1(c) above.

(e)  UTS notifies the Licensor of UTS's desire to terminate the development
of Products and the Licensor accepts such notice in accordance with Clause
3.3.

15.2 Forthwith upon the termination of this Agreement for whatever reason:

(a)  the Parties shall be discharged from any further liability to perform
under this Agreement, except as otherwise specified in this Agreement;

(b)  UTS shall pay the Licensor on demand for all goods and services provided
to UTS by the Licensor prior to such termination;

(c)  UTS shall either return to the Licensor all Software Materials
(including any modifications thereto made by UTS) and all copies of the whole
or any part thereof or, if requested by the Licensor, shall destroy the same
(in the case of the Software, by erasing it from the magnetic media on which
it is stored) and certify in writing by statutory declaration to the Licensor
that such Software Materials have been so destroyed.

15.3 Any termination of this Agreement (howsoever occasioned) shall not affect
any accrued rights or liabilities of any party nor shall it affect the
enforceability of any provision hereof which is expressly or by implication
intended to come into or continue in force on or after such termination.

ASSIGNMENT

16.1 UTS shall not be entitled to assign or otherwise transfer any part of this
Agreement or assign, sub-licence or otherwise transfer, charge or encumber the
Software Materials (other than the permitted sublicense to FITEL under this
Agreement) or any copies thereof without the prior written consent of the
Licensor. Such consent, if given, may be made subject to the payment of any


                                      -12-
<PAGE>

additional fee and/or any other term or condition. Any purported assignment,
licence or transfer by UTS without such consent shall be void.

16.2 The Licensor may assign the benefit of this Agreement including the right
to receive monies, or sub-contract the performance of any of its obligations to
Licensor's subsidiary without the consent of UTS.

WAIVER OF REMEDIES

17. No waiver of any rights arising under this Agreement shall be effective
unless in writing and signed by a duly authorised signatory of the Party against
whom the waiver is to be enforced. No failure or delay by either party in
exercising any right, power or remedy under this Agreement (except as expressly
provided herein) shall operate as a waiver of any such right, power or remedy.

ENTIRE AGREEMENT

18.1 This Agreement supersedes all prior agreements, arrangements, proposals and
undertakings between the parties in relation to the subject matter hereof
(whether written or oral) and constitutes the entire Agreement between the
parties relating to the subject matter hereof. UTS further warrants that they
have not relied on any oral representation made by the Licensor or any agent,
employee or other representative or upon any description, illustration or
specification contained in any advertisements, catalogues or publicity materials
produced by or on behalf of the Licensor or in any correspondence between the
Licensor and UTS before the date of this Agreement.

18.2 No addition to or modification of any provision of this Agreement shall
be binding upon the Parties unless made by a written instrument signed by a
duly authorised signatory of each of the Parties. Any other terms, conditions
or provisions whether proposed by UTS orally or in writing shall be of no
effect and the supply of the Software Materials or any other goods or
services by the Licensor to UTS shall not constitute acceptance by the
Licensor of such other terms, conditions or provisions.

NOTICES

19.  Any notices or other communications required or permitted hereunder or
otherwise in connection herewith shall be in writing and shall be delivered
personally (including by courier), sent by facsimile transmission or sent by
certified or registered mail, postage prepaid. Any notice shall be deemed given
when so delivered personally, or if sent by facsimile transmission, when so
transmitted provided that the sender's facsimile machine produces printed
confirmation of error free transmission to the correct number, or if mailed,
upon receipt, as follows:

TO THE LICENSOR

At:               3-2, Nishishinjuku 2-chome, Shinjuku-ku, Tokyo 163-8003
                  Japan

                  Attention:        Dr. Tsuneyoshi Narahara



                                      -13-
<PAGE>


                  Facsimile No.:    +813 3347 5300

TO UTS

At:               1275 Harbor Bay Parkway
                  Alameda, CA  94502
                  USA

                  Attention:        Mr. Chang H. Kao

                  Facsimile No.     +1 732 548 1099


SEVERABILITY

20.  Should any provision of this Agreement be void or illegal for any reason,
the validity of the remainder of the Agreement shall not be affected and the
parties shall promptly enter into negotiation in good faith to find a
replacement for the provision which is of similar economic effect to both
parties.

FORCE MAJEURE

21.  The Licensor shall not be liable in any way for any failure to perform its
obligations or for any losses, damages or delays incurred by UTS resulting from
circumstances beyond the reasonable control of the Licensor; provided, however,
that the Licensor shall resume performing such obligations as soon as such
circumstances have ended.

FURTHER ASSURANCE

22.  Each Party agrees to execute such documents and waivers and generally do
everything further that may be necessary to fulfil its obligations under this
Agreement.

JAPAN REGULATIONS

23.1 The Software Materials may be subject to regulations imposed by
governmental authorities (the REGULATIONS) restricting the ultimate
destination of such Software Materials. UTS agrees to indemnify the Licensor
against any liability the Licensor may incur in consequence of UTS'
infringement of the Regulations, where the Licensor has attempted to
substantially comply in good faith with said Regulations.

23.2 This Agreement shall be conditional on the Licensor obtaining any necessary
export license from Japan or any other anticipation required pursuant to the
Regulations. The Licensor shall be excused performance under this Agreement and
shall have no further responsibility or liability to UTS if it is not able to
obtain any export licence or authorisation required from Japan or any other
authorities.

LAW AND DISPUTES


                                      -14-
<PAGE>

24.  This Agreement shall in all respects be governed by and construed in
accordance with the law of Japan, such that;

(a)  Any dispute, controversy or claim arising out of or relating to this
contract, or the breach termination of invalidity thereof, shall be settled
by arbitration in accordance with the International Chamber of Commerce (ICC)
Arbitration Rules as at present in force.

(b)  The Licensor and UTS shall each appoint one arbitrator and the two
arbitrators so nominated shall designate a third arbitrator acceptable to
both appointing parties, failing which the third arbitrator shall be
appointed in accordance with the arbitration rules of the ICC. The appointing
authority shall be the ICC.

(c)  The place of arbitration shall be Tokyo, Japan if the dispute,
controversy or claim is initiated by either of UTS. If the dispute,
controversy or claim is initiated by the Licensor, the place of arbitration
shall be Taipei, Taiwan.

(d)  The language to be used in the arbitral proceedings shall be English.

(e)  By agreeing to arbitration pursuant to this clause, the Parties
irrevocably waive their right to any form of appeal, review or recourse, to
any state court or other judicial authority, insofar as such waiver validly
made.

                                      -15-
<PAGE>


IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be
signed by its duly authorized representatives on the date first above written.


Signed for and on behalf

of the LICENSOR

DDI Corporation

------------------------------------

Name:  Dr. Tsuneyoshi Narahara

Title: Senior Managing Director




Signed for and on behalf

of UTS

------------------------------------

Name:  Mr. Paul Berkowitz

Title: VP of International Marketing



<PAGE>

                                   SCHEDULE 1

The following schedule is not binding. Amendments and changes to the following
schedule shall be made if and when [*] deems such changes necessary.

                                     PART A

SOFTWARE

[*]











                                      -2-
<PAGE>

                                     PART B

SOFTWARE DOCUMENTATION

[*]












                                      -3-
<PAGE>

                                   APPENDIX 1

SPECIFICATION

[*]

SOFTWARE OPERATING ENVIRONMENT: Operates under [*] Operating System.


         USED PROGRAM LANGUAGE: Software programmed by [*].










                                      -4-
<PAGE>

                                   APPENDIX 2

TRAINING AT DDI'S OFFICES

Upon the prior mutual agreement of the Licensor and UTS, the Lincesor shall
provide technical and engineering support training to UTS personnel at the
Licensor's office location, [*], in regard to the Software. [*] shall be
responsible for any and all costs and expenses related to the sending of UTS
personnel to the Licensor's office location for training , including but not
limited to airfare, lodging and meals.

TRAINING FOR UTS PERSONNEL AS UTS'S OFFICES AND BUSINESS LOCATIONS

Upon the prior mutual agreement of the Licensor and UTS, the Licensor shall send
engineering personnel to UTS at its offices and business locations within Taiwan
[and the People's Republic of China]. UTS shall reimburse the Licensor for
sending such engineering personnel according to the folowing fee schedule: [*].

LIMITATIONS

With respect to the training described above, neither the Licensor nor its
development nor its employees or agents shall make any warranty or
representation as to the successful development by UTS of the PDX Center for the
PHS network now being developed by UTS for FITEL for development in Taiwan.



                                      -5-

</TEXT>
</DOCUMENT>
