1997 Stock Plan - UTStarcom Inc.


                                 UTSTARCOM, INC.

                                 1997 STOCK PLAN

                        (AS AMENDED ON DECEMBER 13, 1999)

     1. PURPOSES OF THE PLAN. The purposes of this Stock Plan are to attract and
retain the best available personnel for positions of substantial responsibility,
to provide additional incentive to Employees, Directors and Consultants and to
promote the success of the Company's business. Options granted under the Plan
may be Incentive Stock Options or Nonstatutory Stock Options, as determined by
the Administrator at the time of grant. Stock Purchase Rights may also be
granted under the Plan. 

     2. DEFINITIONS. As used herein, the following definitions shall apply: 

          (a) "ADMINISTRATOR" means the Board or any of its Committees as shall
be administering the Plan in accordance with Section 4 hereof.

          (b) "APPLICABLE LAWS" means the requirements relating to the
administration of stock option plans under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of
any other country or jurisdiction where Options or Stock Purchase Rights are
granted under the Plan.

          (c) "BOARD" means the Board of Directors of the Company.

          (d) "CODE" means the Internal Revenue Code of 1986, as amended.

          (e) "COMMITTEE" means a committee of Directors appointed by the Board
in accordance with Section 4 hereof.

          (f) "COMMON STOCK" means the Common Stock of the Company.

          (g) "COMPANY" means UTStarcom, Inc., a Delaware corporation.

          (h) "CONSULTANT" means any person who is engaged by the Company or any
Parent or Subsidiary to render consulting or advisory services to such entity.

          (i) "DIRECTOR" means a member of the Board of Directors of the
Company.

          (j) "DISABILITY" means total and permanent disability as defined in
Section 22(e)(3) of the Code. 

          (k) "EMPLOYEE" means any person, including Officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company. A Service
Provider shall not cease to be 



an Employee in the case of (i) any leave of absence approved by the Company 
or (ii) transfers between locations of the Company or between the Company, 
its Parent, any Subsidiary, or any successor. For purposes of Incentive Stock 
Options, no such leave may exceed ninety days, unless reemployment upon 
expiration of such leave is guaranteed by statute or contract. If 
reemployment upon expiration of a leave of absence approved by the Company is 
not so guaranteed, on the 181st day of such leave any Incentive Stock Option 
held by the Optionee shall cease to be treated as an Incentive Stock Option 
and shall be treated for tax purposes as a Nonstatutory Stock Option. Neither 
service as a Director nor payment of a director's fee by the Company shall be 
sufficient to constitute "employment" by the Company.

          (l) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

          (m) "FAIR MARKET VALUE" means, as of any date, the value of Common
Stock determined as follows: 

               (i) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the last market trading day prior to the time of determination, as reported in
THE WALL STREET JOURNAL or such other source as the Administrator deems
reliable; 

               (ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean between the high bid and low asked prices for the Common Stock
on the last market trading day prior to the day of determination; or 

               (iii) In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good faith by the
Administrator. 

          (n) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code. 

          (o) "NONSTATUTORY STOCK OPTION" means an Option not intended to
qualify as an Incentive Stock Option.

          (p) "OFFICER" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

          (q) "OPTION" means a stock option granted pursuant to the Plan.

          (r) "OPTION AGREEMENT" means a written or electronic agreement between
the Company and an Optionee evidencing the terms and conditions of an individual
Option grant. The Option Agreement is subject to the terms and conditions of the
Plan.


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          (s) "OPTION EXCHANGE PROGRAM" means a program whereby outstanding
Options are exchanged for Options with a lower exercise price.

          (t) "OPTIONED STOCK" means the Common Stock subject to an Option or a
Stock Purchase Right.

          (u) "OPTIONEE" means the holder of an outstanding Option or Stock
Purchase Right granted under the Plan.

          (v) "PARENT" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

          (w) "PLAN" means this 1997 Stock Plan.

          (x) "RESTRICTED STOCK" means shares of Common Stock acquired pursuant
to a grant of a Stock Purchase Right under Section 11 below.

          (y) "SECTION 16(b) " means Section 16(b) of the Securities Exchange
Act of 1934, as amended.

          (z) "SERVICE PROVIDER" means an Employee, Director or Consultant.

          (aa) "SHARE" means a share of the Common Stock, as adjusted in
accordance with Section 12 below.

          (bb) "STOCK PURCHASE RIGHT" means a right to purchase Common Stock
pursuant to Section 11 below.

          (cc) "SUBSIDIARY" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

     3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 12 of 
the Plan, the maximum aggregate number of Shares which may be subject to 
option and sold under the Plan is 5,262,287 Shares, plus an annual increase 
to be added on the first day of the Company's fiscal year beginning in 2001 
equal to the lesser of 4% of the outstanding Shares on such date, 3,000,000 
shares or a lesser amount determined by the Board. The Shares may be 
authorized but unissued, or reacquired Common Stock.

          If an Option or Stock Purchase Right expires or becomes unexercisable
without having been exercised in full, or is surrendered pursuant to an Option
Exchange Program, the unpurchased Shares which were subject thereto shall become
available for future grant or sale under the Plan (unless the Plan has
terminated). However, Shares that have actually been issued under the Plan, upon
exercise of either an Option or Stock Purchase Right, shall not be returned to
the Plan and shall not become available for future distribution under the Plan,
except that if Shares of Restricted Stock are repurchased by the Company at
their original purchase price, such Shares shall become available for future
grant under the Plan.


                                    -3-



     4. ADMINISTRATION OF THE PLAN. 

          (a) PROCEDURE.

               (i) MULTIPLE ADMINISTRATIVE BODIES. The Plan may be administered
by different Committees with respect to different groups of Service Providers.

               (ii) SECTION 162(m). To the extent that the Administrator
determines it to be desirable to qualify Options granted hereunder as
"performance-based compensation" within the meaning of Section 162(m) of the
Code, the Plan shall be administered by a Committee of two or more "outside
directors" within the meaning of Section 162(m) of the Code.

               (iii) RULE 16b-3. To the extent desirable to qualify transactions
hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder
shall be structured to satisfy the requirements for exemption under Rule 16b-3.

               (iv) OTHER ADMINISTRATION. Other than as provided above, the Plan
shall be administered by (A) the Board or (B) a Committee, which committee shall
be constituted to satisfy Applicable Laws.

          (b) POWERS OF THE ADMINISTRATOR. Subject to the provisions of the Plan
and, in the case of a Committee, the specific duties delegated by the Board to
such Committee, and subject to the approval of any relevant authorities, the
Administrator shall have the authority in its discretion:

               (i) to determine the Fair Market Value;

               (ii) to select the Service Providers to whom Options and Stock
Purchase Rights may from time to time be granted hereunder;

               (iii) to determine the number of Shares to be covered by each
such award granted hereunder;

               (iv) to approve forms of agreement for use under the Plan;

               (v) to determine the terms and conditions, of any Option or Stock
Purchase Right granted hereunder. Such terms and conditions include, but are not
limited to, the exercise price, the time or times when Options or Stock Purchase
Rights may be exercised (which may be based on performance criteria), any
vesting acceleration or waiver of forfeiture restrictions, and any restriction
or limitation regarding any Option or Stock Purchase Right or the Common Stock
relating thereto, based in each case on such factors as the Administrator, in
its sole discretion, shall determine;

               (vi) to determine whether and under what circumstances an Option
may be settled in cash under subsection 9(e) instead of Common Stock;


                                    -4-



               (vii) to reduce the exercise price of any Option to the then
current Fair Market Value if the Fair Market Value of the Common Stock covered
by such Option has declined since the date the Option was granted;

               (viii) to initiate an Option Exchange Program;

               (ix) to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of qualifying for preferred tax treatment under
foreign tax laws;

               (x) to allow Optionees to satisfy withholding tax obligations by
electing to have the Company withhold from the Shares to be issued upon exercise
of an Option or Stock Purchase Right that number of Shares having a Fair Market
Value equal to the amount required to be withheld. The Fair Market Value of the
Shares to be withheld shall be determined on the date that the amount of tax to
be withheld is to be determined. All elections by Optionees to have Shares
withheld for this purpose shall be made in such form and under such conditions
as the Administrator may deem necessary or advisable;

               (xi) to modify or amend each Option or Stock Purchase Right
(subject to Section 15(c) of the Plan), including the discretionary authority to
extend the post-termination exercisability period of Options longer than is
otherwise provided for in the Plan; and

               (xii) to construe and interpret the terms of the Plan and awards
granted pursuant to the Plan.

          (c) EFFECT OF ADMINISTRATOR'S DECISION. All decisions, determinations
and interpretations of the Administrator shall be final and binding on all
Optionees.

     5. ELIGIBILITY.

          (a) Nonstatutory Stock Options and Stock Purchase Rights may be
granted to Service Providers. Incentive Stock Options may be granted only to
Employees.

          (b) Each Option shall be designated in the Option Agreement as either
an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar year (under
all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such
Options shall be treated as Nonstatutory Stock Options. For purposes of this
Section 5(b), Incentive Stock Options shall be taken into account in the order
in which they were granted. The Fair Market Value of the Shares shall be
determined as of the time the Option with respect to such Shares is granted.

          (c) The following limitations shall apply to grants of Options: 


                                    -5-



               (i) No Service Provider shall be granted, in any fiscal year of
the Company, Options to purchase more than 700,000 Shares.

               (ii) In connection with his or her initial service, a Service
Provider may be granted Options to purchase up to an additional 700,000 Shares
which shall not count against the limit set forth in subsection (i) above.

               (iii) The foregoing limitations shall be adjusted proportionately
in connection with any change in the Company's capitalization as described in
Section 13.

               (iv) If an Option is canceled in the same fiscal year of the
Company in which it was granted (other than in connection with a transaction
described in Section 13), the canceled Option will be counted against the limits
set forth in subsections (i) and (ii) above. For this purpose, if the exercise
price of an Option is reduced, the transaction will be treated as a cancellation
of the Option and the grant of a new Option.

          (d) Neither the Plan nor any Option or Stock Purchase Right shall
confer upon any Optionee any right with respect to continuing the Optionee's
relationship as a Service Provider with the Company, nor shall it interfere in
any way with his or her right or the Company's right to terminate such
relationship at any time, with or without cause. 

     6. TERM OF PLAN. The Plan shall become effective upon its adoption by the
Board. It shall continue in effect for a term of ten (10) years unless sooner
terminated under Section 14 of the Plan. 

     7. TERM OF OPTION. The term of each Option shall be stated in the Option
Agreement; provided, however, that the term of an Incentive Stock Option shall
be no more than ten (10) years from the date of grant thereof; provided,
further, that in the case of an Incentive Stock Option granted to an Optionee
who, at the time the Option is granted, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company or any
Parent or Subsidiary, the term of the Option shall be five (5) years from the
date of grant or such shorter term as may be provided in the Option Agreement.


     8. OPTION EXERCISE PRICE AND CONSIDERATION. 

          (a) The per share exercise price for the Shares to be issued upon
exercise of an Option shall be such price as is determined by the Administrator,
but shall be subject to the following: 

               (i) In the case of an Incentive Stock Option 

                    (A) granted to an Employee who, at the time of grant of such
Option, owns stock representing more than ten percent (10%) of the voting power
of all classes of stock of the Company or any Parent or Subsidiary, the exercise
price shall be no less than 110% of the Fair Market Value per Share on the date
of grant. 


                                    -6-



                    (B) granted to any other Employee, the per Share exercise
price shall be no less than 100% of the Fair Market Value per Share on the date
of grant. 

               (ii) In the case of a Nonstatutory Stock Option, the per Share
exercise price shall be determined by the Administrator. In the case of a
Nonstatutory Stock Option intended to qualify as "performance-based
compensation" within the meaning of Section 162(m) of the Code, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share on
the date of grant. 

               (iii) Notwithstanding the foregoing, Options may be granted with
a per Share exercise price other than as required above pursuant to a merger or
other corporate transaction. 

          (b) The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be determined by
the Administrator (and, in the case of an Incentive Stock Option, shall be
determined at the time of grant). Such consideration may consist of (1) cash,
(2) check, (3) promissory note, (4) other Shares which (x) in the case of Shares
acquired upon exercise of an Option, have been owned by the Optionee for more
than six months on the date of surrender, and (y) have a Fair Market Value on
the date of surrender equal to the aggregate exercise price of the Shares as to
which such Option shall be exercised, (5) consideration received by the Company
under a cashless exercise program implemented by the Company in connection with
the Plan, or (6) any combination of the foregoing methods of payment. In making
its determination as to the type of consideration to accept, the Administrator
shall consider if acceptance of such consideration may be reasonably expected to
benefit the Company. 

     9. EXERCISE OF OPTION. 

          (a) PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. Any Option
granted hereunder shall be exercisable according to the terms hereof at such
times and under such conditions as determined by the Administrator and set forth
in the Option Agreement. Unless the Administrator provides otherwise, vesting of
Options granted hereunder shall be tolled during any unpaid leave of absence. An
Option may not be exercised for a fraction of a Share.

               An Option shall be deemed exercised when the Company receives:
(i) written or electronic notice of exercise (in accordance with the Option
Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the Shares with respect to which the Option is exercised. Full
payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Shares issued
upon exercise of an Option shall be issued in the name of the Optionee or, if
requested by the Optionee, in the name of the Optionee and his or her spouse.
Until the Shares are issued (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right
to vote or receive dividends or any other rights as a stockholder shall exist
with respect to the Shares, notwithstanding the exercise of the Option. The
Company shall issue (or cause to be issued) such Shares promptly after the
Option is exercised. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the Shares are issued, except as
provided in Section 12 of the Plan.


                                    -7-



               Exercise of an Option in any manner shall result in a decrease in
the number of Shares thereafter available, both for purposes of the Plan and for
sale under the Option, by the number of Shares as to which the Option is
exercised.

          (b) TERMINATION OF RELATIONSHIP AS A SERVICE PROVIDER. If an Optionee
ceases to be a Service Provider, such Optionee may exercise his or her Option
within such period of time as is specified in the Option Agreement to the extent
that the Option is vested on the date of termination (but in no event later than
the expiration of the term of the Option as set forth in the Option Agreement).
In the absence of a specified time in the Option Agreement, the Option shall
remain exercisable for three (3) months following the Optionee's termination.
If, on the date of termination, the Optionee is not vested as to his or her
entire Option, the Shares covered by the unvested portion of the Option shall
revert to the Plan. If, after termination, the Optionee does not exercise his or
her Option within the time specified by the Administrator, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

          (c) DISABILITY OF OPTIONEE. If an Optionee ceases to be a Service
Provider as a result of the Optionee's Disability, the Optionee may exercise his
or her Option within such period of time as is specified in the Option Agreement
to the extent the Option is vested on the date of termination (but in no event
later than the expiration of the term of such Option as set forth in the Option
Agreement). In the absence of a specified time in the Option Agreement, the
Option shall remain exercisable for twelve (12) months following the Optionee's
termination. If, on the date of termination, the Optionee is not vested as to
his or her entire Option, the Shares covered by the unvested portion of the
Option shall revert to the Plan. If, after termination, the Optionee does not
exercise his or her Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

          (d) DEATH OF OPTIONEE. If an Optionee dies while a Service Provider,
the Option may be exercised within such period of time as is specified in the
Option Agreement to the extent that the Option is vested on the date of death
(but in no event later than the expiration of the term of such Option as set
forth in the Option Agreement) by the Optionee's estate or by a person who
acquires the right to exercise the Option by bequest or inheritance. In the
absence of a specified time in the Option Agreement, the Option shall remain
exercisable for twelve (12) months following the Optionee's termination. If, at
the time of death, the Optionee is not vested as to the entire Option, the
Shares covered by the unvested portion of the Option shall immediately revert to
the Plan. If the Option is not so exercised within the time specified herein,
the Option shall terminate, and the Shares covered by such Option shall revert
to the Plan.

          (e) BUYOUT PROVISIONS. The Administrator may at any time offer to buy
out for a payment in cash or Shares, an Option previously granted, based on such
terms and conditions as the Administrator shall establish and communicate to the
Optionee at the time that such offer is made.

     10. NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS. Unless
otherwise determined by the Administrator, Options and Stock Purchase Rights may
not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by the laws of 


                                    -8-



descent or distribution and may be exercised, during the lifetime of the 
Optionee, only by the Optionee.

     11. STOCK PURCHASE RIGHTS.

          (a) RIGHTS TO PURCHASE. Stock Purchase Rights may be issued either
alone, in addition to, or in tandem with other awards granted under the Plan
and/or cash awards made outside of the Plan. After the Administrator determines
that it will offer Stock Purchase Rights under the Plan, it shall advise the
offeree in writing or electronically of the terms, conditions and restrictions
related to the offer, including the number of Shares that such person shall be
entitled to purchase, the price to be paid, and the time within which such
person must accept such offer. The offer shall be accepted by execution of a
Restricted Stock purchase agreement in the form determined by the Administrator.

          (b) REPURCHASE OPTION. Unless the Administrator determines otherwise,
the Restricted Stock purchase agreement shall grant the Company a repurchase
option exercisable upon the voluntary or involuntary termination of the
purchaser's service with the Company for any reason (including death or
disability). The purchase price for Shares repurchased pursuant to the
Restricted Stock purchase agreement shall be the original price paid by the
purchaser and may be paid by cancellation of any indebtedness of the purchaser
to the Company. The repurchase option shall lapse at such rate as the
Administrator may determine.

          (c) OTHER PROVISIONS. The Restricted Stock purchase agreement shall
contain such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Administrator in its sole discretion.

          (d) RIGHTS AS A STOCKHOLDER. Once the Stock Purchase Right is
exercised, the purchaser shall have rights equivalent to those of a stockholder
and shall be a stockholder when his or her purchase is entered upon the records
of the duly authorized transfer agent of the Company. No adjustment shall be
made for a dividend or other right for which the record date is prior to the
date the Stock Purchase Right is exercised, except as provided in Section 12 of
the Plan. 

     12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR ASSET SALE. 

          (a) CHANGES IN CAPITALIZATION. Subject to any required action by the
stockholders of the Company, the number of shares of Common Stock covered by
each outstanding Option or Stock Purchase Right, and the number of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Options or Stock Purchase Rights have yet been granted or which have
been returned to the Plan upon cancellation or expiration of an Option or Stock
Purchase Right, as well as the price per share of Common Stock covered by each
such outstanding Option or Stock Purchase Right, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company. The conversion of any convertible securities of
the Company shall not be deemed to have 


                                    -9-



been "effected without receipt of consideration." Such adjustment shall be 
made by the Board, whose determination in that respect shall be final, 
binding and conclusive. Except as expressly provided herein, no issuance by 
the Company of shares of stock of any class, or securities convertible into 
shares of stock of any class, shall affect, and no adjustment by reason 
thereof shall be made with respect to, the number or price of shares of 
Common Stock subject to an Option or Stock Purchase Right. 

          (b) DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify each
Optionee as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for an Optionee to
have the right to exercise his or her Option until fifteen (15) days prior to
such transaction as to all of the Optioned Stock covered thereby, including
Shares as to which the Option would not otherwise be exercisable. In addition,
the Administrator may provide that any Company repurchase option applicable to
any Shares purchased upon exercise of an Option or Stock Purchase Right shall
lapse as to all such Shares, provided the proposed dissolution or liquidation
takes place at the time and in the manner contemplated. To the extent it has not
been previously exercised, an Option or Stock Purchase Right will terminate
immediately prior to the consummation of such proposed action. 

          (c) MERGER OR ASSET SALE. In the event of a merger of the Company with
or into another corporation, or the sale of substantially all of the assets of
the Company, each outstanding Option and Stock Purchase Right shall be assumed
or an equivalent option or right substituted by the successor corporation or a
Parent or Subsidiary of the successor corporation. In the event that the
successor corporation refuses to assume or substitute for the Option or Stock
Purchase Right, the Optionee shall fully vest in and have the right to exercise
the Option or Stock Purchase Right as to all of the Optioned Stock, including
Shares as to which it would not otherwise be vested or exercisable. If an Option
or Stock Purchase Right becomes fully vested and exercisable in lieu of
assumption or substitution in the event of a merger or sale of assets, the
Administrator shall notify the Optionee in writing or electronically that the
Option or Stock Purchase Right shall be fully exercisable for a period of
fifteen (15) days from the date of such notice, and the Option or Stock Purchase
Right shall terminate upon the expiration of such period. For the purposes of
this paragraph, the Option or Stock Purchase Right shall be considered assumed
if, following the merger or sale of assets, the option or right confers the
right to purchase or receive, for each Share of Optioned Stock subject to the
Option or Stock Purchase Right immediately prior to the merger or sale of
assets, the consideration (whether stock, cash, or other securities or property)
received in the merger or sale of assets by holders of Common Stock for each
Share held on the effective date of the transaction (and if holders were offered
a choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding Shares); provided, however, that if such
consideration received in the merger or sale of assets is not solely common
stock of the successor corporation or its Parent, the Administrator may, with
the consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Option or Stock Purchase Right, for each Share
of Optioned Stock subject to the Option or Stock Purchase Right, to be solely
common stock of the successor corporation or its Parent equal in fair market
value to the per share consideration received by holders of Common Stock in the
merger or sale of assets. 


                                   -10-



     13. TIME OF GRANTING OPTIONS AND STOCK PURCHASE RIGHTS. The date of grant
of an Option or Stock Purchase Right shall, for all purposes, be the date on
which the Administrator makes the determination granting such Option or Stock
Purchase Right, or such other date as is determined by the Administrator. Notice
of the determination shall be given to each Employee or Consultant to whom an
Option or Stock Purchase Right is so granted within a reasonable time after the
date of such grant. 

     14. AMENDMENT AND TERMINATION OF THE PLAN. 

          (a) AMENDMENT AND TERMINATION. The Board may at any time amend, alter,
suspend or terminate the Plan. 

          (b) STOCKHOLDER APPROVAL. The Board shall obtain stockholder approval
of any Plan amendment to the extent necessary and desirable to comply with
Applicable Laws. 

          (c) EFFECT OF AMENDMENT OR TERMINATION. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise
the powers granted to it hereunder with respect to Options granted under the
Plan prior to the date of such termination. 

     15. CONDITIONS UPON ISSUANCE OF SHARES. 

          (a) LEGAL COMPLIANCE. Shares shall not be issued pursuant to the
exercise of an Option unless the exercise of such Option and the issuance and
delivery of such Shares shall comply with Applicable Laws and shall be further
subject to the approval of counsel for the Company with respect to such
compliance. 

          (b) INVESTMENT REPRESENTATIONS. As a condition to the exercise of an
Option, the Administrator may require the person exercising such Option to
represent and warrant at the time of any such exercise that the Shares are being
purchased only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required. 

     16. INABILITY TO OBTAIN AUTHORITY. The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained. 

     17. RESERVATION OF SHARES. The Company, during the term of this Plan, shall
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.


                                         -11-



                                   UTSTARCOM, INC.

                                   1997 STOCK PLAN

                                STOCK OPTION AGREEMENT


     Unless otherwise defined herein, the terms defined in the Plan shall have
the same defined meanings in this Option Agreement.

I.   NOTICE OF STOCK OPTION GRANT

     [Optionee's Name and Address]


     The undersigned Optionee has been granted an Option to purchase Common
Stock of the Company, subject to the terms and conditions of the Plan and this
Option Agreement, as follows:

     Grant Number
                                        -------------------------

     Date of Grant
                                        -------------------------

     Vesting Commencement Date
                                        -------------------------

     Exercise Price per Share           $
                                         ------------------------

     Total Number of Shares Granted
                                        -------------------------

     Total Exercise Price               $
                                         ------------------------

     Type of Option:                          Incentive Stock Option
                                        ---

                                              Nonstatutory Stock Option
                                        ---

     Term/Expiration Date:
                                        -------------------------

     VESTING SCHEDULE:

     This Option shall be exercisable, in whole or in part, according to the
following vesting schedule:

     25% of the Shares subject to the Option shall vest twelve months after the
Vesting Commencement Date, and 1/48 of the Shares subject to the Option shall
vest each month thereafter, subject to Optionee's continuing to be a Service
Provider on such dates.



     TERMINATION PERIOD:

     This Option shall be exercisable for [THREE] months after Optionee ceases
to be a Service Provider.  Upon Optionee's death or disability, this Option may
be exercised for such longer period as provided in the Plan.  In no event may
Optionee exercise this Option after the Term/Expiration Date as provided above.

II.  AGREEMENT

     1.   GRANT OF OPTION.  The Plan Administrator of the Company hereby grants
to the Optionee named in the Notice of Grant (the "Optionee"), an option (the
"Option") to purchase the number of Shares set forth in the Notice of Grant, at
the exercise price per Share set forth in the Notice of Grant (the "Exercise
Price"), and subject to the terms and conditions of the Plan, which is
incorporated herein by reference.  Subject to Section 14(c) of the Plan, in the
event of a conflict between the terms and conditions of the Plan and this Option
Agreement, the terms and conditions of the Plan shall prevail.

          If designated in the Notice of Grant as an Incentive Stock Option
("ISO"), this Option is intended to qualify as an Incentive Stock Option as
defined in Section 422 of the Code.  Nevertheless, to the extent that it exceeds
the $100,000 rule of Code Section 422(d), this Option shall be treated as a
Nonstatutory Stock Option ("NSO").

     2.   EXERCISE OF OPTION.

          (a)   RIGHT TO EXERCISE.  This Option shall be exercisable during its
term in accordance with the Vesting Schedule set out in the Notice of Grant and
with the applicable provisions of the Plan and this Option Agreement.

          (b)   METHOD OF EXERCISE.  This Option shall be exercisable by
delivery of an exercise notice in the form attached as Exhibit A (the AExercise
Notice@) which shall state the election to exercise the Option, the number of
Shares with respect to which the Option is being exercised, and such other
representations and agreements as may be required by the Company. The Exercise
Notice shall be accompanied by payment of the aggregate Exercise Price as to all
Exercised Shares.  This Option shall be deemed to be exercised upon receipt by
the Company of such fully executed Exercise Notice accompanied by the aggregate
Exercise Price.

          No Shares shall be issued pursuant to the exercise of an Option unless
such issuance and such exercise complies with Applicable laws.  Assuming such
compliance, for income tax purposes the Shares shall be considered transferred
to the Optionee on the date on which the Option is exercised with respect to
such Shares.


                                         -2-


     3.   METHOD OF PAYMENT.  Payment of the aggregate Exercise Price shall be
by any of the following, or a combination thereof, at the election of the
Optionee:

          (a)   cash or check;

          (b)   consideration received by the Company under a formal cashless
exercise program adopted by the Company in connection with the Plan; or

          (c)   surrender of other Shares which, (i) in the case of Shares
acquired upon exercise of an option, have been owned by the Optionee for more
than six (6) months on the date of surrender, and (ii) have a Fair Market Value
on the date of surrender equal to the aggregate Exercise Price of the Exercised
Shares.

     4.   NON-TRANSFERABILITY OF OPTION.  This Option may not be transferred in
any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by Optionee.  The terms of
the Plan and this Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.

     5.   TERM OF OPTION.  This Option may be exercised only within the term set
out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option.

     6.   TAX CONSEQUENCES.  Some of the federal tax consequences relating to
this Option, as of the date of this Option, are set forth below.  THIS SUMMARY
IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO
CHANGE.  THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION
OR DISPOSING OF THE SHARES.

          (a)   EXERCISING THE OPTION.

                (i)    NONSTATUTORY STOCK OPTION.  The Optionee may incur
regular federal income tax liability upon exercise of a NSO.  The Optionee will
be treated as having received compensation income (taxable at ordinary income
tax rates) equal to the excess, if any, of the Fair Market Value of the
Exercised Shares on the date of exercise over their aggregate Exercise Price.
If the Optionee is an Employee or a former Employee, the Company will be
required to withhold from his or her compensation or collect from Optionee and
pay to the applicable taxing authorities an amount in cash equal to a percentage
of this compensation income at the time of exercise, and may refuse to honor the
exercise and refuse to deliver Shares if such withholding amounts are not
delivered at the time of exercise.

                (ii)   INCENTIVE STOCK OPTION.  If this Option qualifies as an
ISO, the Optionee will have no regular federal income tax liability upon its
exercise, although the excess, if any, of the Fair Market Value of the Exercised
Shares on the date of exercise over their aggregate Exercise Price


                                         -3-


will be treated as an adjustment to alternative minimum taxable income for
federal tax purposes and may subject the Optionee to alternative minimum tax in
the year of exercise.  In the event that the Optionee ceases to be an Employee
but remains a Service Provider, any Incentive Stock Option of the Optionee that
remains unexercised shall cease to qualify as an Incentive Stock Option and will
be treated for tax purposes as a Nonstatutory Stock Option on the date three (3)
months and one (1) day following such change of status.

          (b)   DISPOSITION OF SHARES.

                (i)    NSO.  If the Optionee holds NSO Shares for at least one
year, any gain realized on disposition of the Shares will be treated as
long-term capital gain for federal income tax purposes.

                (ii)   ISO.  If the Optionee holds ISO Shares for at least one
year after exercise and two years after the grant date, any gain realized on
disposition of the Shares will be treated as long-term capital gain for federal
income tax purposes.  If the Optionee disposes of ISO Shares within one year
after exercise or two years after the grant date, any gain realized on such
disposition will be treated as compensation income (taxable at ordinary income
rates) to the extent of the excess, if any, of the lesser of (A) the difference
between the Fair Market Value of the Shares acquired on the date of exercise and
the aggregate Exercise Price, or (B) the difference between the sale price of
such Shares and the aggregate Exercise Price.  Any additional gain will be taxed
as capital gain, short-term or long-term depending on the period that the ISO
Shares were held.

          (c)   NOTICE OF DISQUALIFYING DISPOSITION OF ISO SHARES.  If the
Optionee sells or otherwise disposes of any of the Shares acquired pursuant to
an ISO on or before the later of (i) two years after the grant date, or (ii) one
year after the exercise date, the Optionee shall immediately notify the Company
in writing of such disposition.  The Optionee agrees that he or she may be
subject to income tax withholding by the Company on the compensation income
recognized from such early disposition of ISO Shares by payment in cash or out
of the current earnings paid to the Optionee.

     7.   ENTIRE AGREEMENT; GOVERNING LAW.  The Plan is incorporated herein by
reference.  The Plan and this Option Agreement constitute the entire agreement
of the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and may not be modified adversely to the
Optionee's interest except by means of a writing signed by the Company and
Optionee.  This agreement is governed by the internal substantive laws but not
the choice of law rules of California.

     8.   NO GUARANTEE OF CONTINUED SERVICE.  OPTIONEE ACKNOWLEDGES AND AGREES
THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED
ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH
THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES
HEREUNDER).  OPTIONEE FURTHER


                                         -4-


ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED
HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS
OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING
PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH
OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIP AS
A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

     Optionee acknowledges receipt of a copy of the Plan and represents that he
or she is familiar with the terms and provisions thereof, and hereby accepts
this Option subject to all of the terms and provisions thereof.  Optionee has
reviewed the Plan and this Option in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Option and fully
understands all provisions of the Option.  Optionee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions arising under the Plan or this Option.
Optionee further agrees to notify the Company upon any change in the residence
address indicated below.


OPTIONEE:                               UTSTARCOM, INC.


-----------------------------------     ----------------------------------------
Signature                               By


-----------------------------------     ----------------------------------------
Print Name                              Title


-----------------------------------
-----------------------------------
Residence Address






                                         -5-


                                      EXHIBIT A

                                   1997 STOCK PLAN

                                   EXERCISE NOTICE

UTStarcom, Inc.
1275 Harbor Bay Parkway
Suite 100
Alameda, CA  94502

Attention:  [Title]

     1.   EXERCISE OF OPTION.  Effective as of today, ___________, 19__, the
undersigned ("Optionee") hereby elects to exercise Optionee's option to purchase
_________ shares of the Common Stock (the "Shares") of UTStarcom, Inc. (the
"Company") under and pursuant to the 1997 Stock Plan (the "Plan") and the Stock
Option Agreement dated ________, 19       (the "Option Agreement").

     2.   DELIVERY OF PAYMENT.  Purchaser herewith delivers to the Company the
full purchase price of the Shares, as set forth in the Option Agreement.

     3.   REPRESENTATIONS OF OPTIONEE.  Optionee acknowledges that Optionee has
received, read and understood the Plan and the Option Agreement and agrees to
abide by and be bound by their terms and conditions.

     4.   RIGHTS AS STOCKHOLDER.  Until the issuance of the Shares (as evidenced
by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any
other rights as a stockholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option.  The Shares shall be issued to the
Optionee as soon as practicable after the Option is exercised.  No adjustment
shall be made for a dividend or other right for which the record date is prior
to the date of issuance except as provided in Section 12 of the Plan.

     5.   TAX CONSULTATION.  Optionee understands that Optionee may suffer
adverse tax consequences as a result of Optionee's purchase or disposition of
the Shares.  Optionee represents that Optionee has consulted with any tax
consultants Optionee deems advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the Company for
any tax advice.

     6.   INTERPRETATION.  Any dispute regarding the interpretation of this
Agreement shall be submitted by Optionee or by the Company forthwith to the
Administrator which shall review such dispute at its next regular meeting.  The
resolution of such a dispute by the Administrator shall be final and binding on
all parties.



     7.   GOVERNING LAW; SEVERABILITY.  This Agreement is governed by the
internal substantive laws but not the choice of law rules, of California.

     8.   ENTIRE AGREEMENT.  The Plan and Option Agreement are incorporated
herein by reference.  This Agreement, the Plan and the Option Agreement
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Optionee with respect to the subject matter
hereof, and may not be modified adversely to the Optionee's interest except by
means of a writing signed by the Company and Optionee.


Submitted by:                           Accepted by:

OPTIONEE:                               UTSTARCOM, INC.

-----------------------------------     ----------------------------------------
Signature                               By

-----------------------------------     ----------------------------------------
Print Name                              Its


ADDRESS:                                ADDRESS:


-----------------------------------     1275 Harbor Bay Parkway
-----------------------------------     Suite 100
                                        Alameda, CA  94502



                                        ----------------------------------------
                                        Date Received




                                         -2-



                                   UTSTARCOM, INC.

                                   1997 STOCK PLAN

                             NOTICE OF STOCK OPTION GRANT

                               PRC NATIONALS IN THE PRC


     [OPTIONEE'S NAME]

     You have been granted an option (the "Option") to purchase Common Stock of
the Company, subject to the terms and conditions of the Company's 1997 Stock
Plan (the "Plan") and this Notice of Grant, as follows:

     Grant Number
                                             -------------------------

     Date of Grant
                                             -------------------------

     Vesting Commencement Date
                                             -------------------------

     Exercise Price per Share                $
                                              ------------------------

     Total Number of Shares Granted
                                             -------------------------

     Total Exercise Price                    $
                                              ------------------------

     Term/Expiration Date:
                                             -------------------------


     VESTING SCHEDULE:

     Your Option shall be exercisable, in whole or in part, in accordance with
the Option Rules (attached hereto as EXHIBIT A) and the following vesting
schedule:

     [25% OF THE SHARES SUBJECT TO THE OPTION SHALL VEST TWELVE MONTHS AFTER THE
VESTING COMMENCEMENT DATE, AND 1/48 OF THE SHARES SUBJECT TO THE OPTION SHALL
VEST EACH MONTH THEREAFTER, SUBJECT TO YOUR CONTINUING TO BE AN EMPLOYEE,
CONSULTANT OR DIRECTOR OF THE COMPANY (A "SERVICE PROVIDER") ON SUCH DATES.]

     TERMINATION PERIOD:

     Your Option shall be exercisable for [THREE] months after you cease to be a
Service Provider.  Upon your death or disability, the Option may be exercised
for such longer period as provided in the Plan.  In no event may you exercise
this Option after the Term/Expiration Date set forth above.



                                      EXHIBIT A

                                     OPTION RULES


     1.   ESCROW.  The Option, and any Shares or cash acquired pursuant thereto,
shall be held by the Company pursuant to the Escrow Provisions attached hereto
as EXHIBIT B.

     2.   EXERCISE OF OPTION.  You may exercise the Option by delivering to the
Company the Exercise Notice attached hereto as EXHIBIT C.

     3.   METHOD OF PAYMENT.  You may pay the aggregate Exercise Price by any of
the following, or a combination thereof:

          (a)   if you have funds held by you outside of the People's Republic
of China, you may pay by cash or check; or

          (b)   after an initial public offering of the Company's securities,
consideration received by the Company under a formal cashless exercise program
adopted by the Company in connection with the Plan.

     4.   NON-TRANSFERABILITY OF OPTION.  Your Option may not be transferred in
any manner otherwise than by will or by the laws of descent or distribution, and
only you may exercise the Option during your lifetime.

     5.   NO GUARANTEE OF CONTINUED SERVICE.  THE VESTING OF SHARES PURSUANT TO
THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY YOUR CONTINUED STATUS AS A SERVICE
PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING
GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER).  THIS NOTICE OF GRANT DOES
NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT FOR THE
VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY
WITH YOUR RIGHT OR THE COMPANY'S RIGHT TO TERMINATE YOUR RELATIONSHIP AS A
SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.



                                      EXHIBIT B

                                   UTSTARCOM, INC.

                                   1997 STOCK PLAN

                                  ESCROW PROVISIONS


     1.   OPTION.  As set forth in the Notice of Grant, you have been granted
the Option under the Plan.  The Option shall be held by the Company under these
Escrow Provisions in an account in your name.

     2.   LEGAL AND EQUITABLE TITLE.  Legal and equitable title to the Option
and any cash or securities acquired pursuant thereto, shall remain with you at
all times, notwithstanding that such items may be held by the Company pursuant
to these Escrow Instructions.

     3.   EXERCISE OF OPTION.  You may instruct the Company to exercise the
Option on your behalf at such time or times as permitted by the Notice of Grant
and the Plan.

     4.   PROCEEDS OF EXERCISE.  Shares acquired upon exercise of the Option
shall be retained in this Escrow.  You may elect to keep any proceeds from the
sale of such shares in your account under these Escrow Provisions or to have
them distributed to you in RMB within ____________ hours of the sale, pursuant
to such channels as the Company reasonably determines appropriate.

     5.   POWERS OF COMPANY.  The Company may take any and all actions, and is
hereby granted such powers and discretion, as may appear necessary or proper to
comply with the applicable laws of any jurisdictions and to effectuate and carry
out the terms and purposes of this Escrow, including, but not limited to, the
power to exercise the Option and hold or dispose of the proceeds of such
exercise in accordance with the terms of these Escrow Provisions.

     6.   LIMITATION OF LIABILITY.  The Company shall not be liable for any
damage caused by the exercise of its discretion as authorized by these Escrow
Provisions for any reason, except gross negligence or willful misconduct.  The
Company shall not be liable for honest mistakes of judgment or for losses or
liabilities due to such honest mistakes of judgment.

     7.   COSTS AND EXPENSES OF THIS ESCROW.  All costs and expenses of these
Escrow Provisions shall be borne by the Company.

     8.   GOVERNING LAW.  This Escrow will be administered in the State of
California, and its validity, construction and all rights hereunder, shall be
governed by the laws of the State of California; provided, however, that all
matters affecting the title, ownership and transferability of any security,
whether created or held hereunder, shall be governed by all applicable federal,
state, or foreign securities laws.



                                      EXHIBIT C

                                   1997 STOCK PLAN

                                   EXERCISE NOTICE

[DATE]

UTStarcom, Inc.
1275 Harbor Bay Parkway
Suite 100
Alameda, CA  94502

Attention:  [TITLE]

     1.   EXERCISE OF OPTION.  I hereby elect to exercise the Option as to
_________ shares of the Company's Common Stock (the "Shares").

     2.   REPRESENTATIONS.  I acknowledge that I have received, read and
understood the Plan, Escrow Provisions and the Notice of Grant, and I agree to
abide by and be bound by their terms and conditions.

     3.   TAX CONSULTATION.  I understand that I may suffer adverse tax
consequences as a result of the receipt of the Option or the purchase or
disposition of the Shares.  I have consulted with any tax consultants I deem
advisable in connection with the Option, and I am not relying on the Company for
any tax advice.

     4.   ENTIRE AGREEMENT.  The Plan, Option Rules, Escrow Provisions and the
Notice of Grant are incorporated herein by reference.  This Agreement, the Plan,
the Notice of Grant and the Escrow Provisions constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements between the Company and I with
respect to the subject matter hereof, and may not be modified adversely to my
interest except by means of a writing signed by the Company and me.

Submitted by:                           Accepted by:

                                        UTSTARCOM, INC.

------------------------------          ------------------------------
Signature                               By


------------------------------          ------------------------------
Print Name                              Its

ADDRESS:                                ADDRESS:  1275 Harbor Bay Parkway
                                                  Suite 100
                                                  Alameda, CA  94502
------------------------------
------------------------------
                                        ------------------------------
                                        Date Received

EX-10.5
8
EXHIBIT 10.5


                                                                 EXHIBIT 10.5

                                 UTSTARCOM, INC.

                        2000 EMPLOYEE STOCK PURCHASE PLAN

     The following constitute the provisions of the 2000 Employee Stock Purchase
Plan of UTStarcom, Inc.

     1. PURPOSE. The purpose of the Plan is to provide employees of the Company
and its Designated Subsidiaries with an opportunity to purchase Common Stock of
the Company through accumulated payroll deductions. It is the intention of the
Company to have the Plan qualify as an "Employee Stock Purchase Plan" under
Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of
the Plan, accordingly, shall be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of
the Code.

     2. DEFINITIONS.

          (a) "BOARD" shall mean the Board of Directors of the Company or any
committee thereof designated by the Board of Directors of the Company in
accordance with Section 14 of the Plan.

          (b) "CODE" shall mean the Internal Revenue Code of 1986, as amended.

          (c) "COMMON STOCK" shall mean the common stock of the Company. 

          (d) "COMPANY" shall mean UTStarcom, Inc. and any Designated Subsidiary
of the Company.

          (e) "COMPENSATION" shall mean all base straight time gross earnings
and commissions, but exclusive of payments for overtime, shift premium,
incentive compensation, incentive payments, bonuses and other compensation.
     
          (f) "DESIGNATED SUBSIDIARY" shall mean any Subsidiary that has been
designated by the Board from time to time in its sole discretion as eligible to
participate in the Plan.

          (g) "EMPLOYEE" shall mean any individual who is an Employee of the
Company for tax purposes whose customary employment with the Company is at least
twenty (20) hours per week and more than five (5) months in any calendar year.
For purposes of the Plan, the employment relationship shall be treated as
continuing intact while the individual is on sick leave or other leave of
absence approved by the Company. Where the period of leave exceeds 90 days and
the individual's right to reemployment is not guaranteed either by statute or by
contract, the employment relationship shall be deemed to have terminated on the
91st day of such leave. 

          (h) "ENROLLMENT DATE" shall mean the first Trading Day of each
Offering Period. 

          (i) "EXERCISE DATE" shall mean the last Trading Day of each Purchase
Period. 




          (j) "FAIR MARKET VALUE" shall mean, as of any date, the value of
Common Stock determined as follows:

                  (i) If the Common Stock is listed on any established stock 
exchange or a national market system, including without limitation the Nasdaq 
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its 
Fair Market Value shall be the closing sales price for such stock (or the 
closing bid, if no sales were reported) as quoted on such exchange or system 
for the last market trading day prior to the date of determination, as 
reported in THE WALL STREET JOURNAL or such other source as the Board deems 
reliable;

                  (ii) If the Common Stock is regularly quoted by a 
recognized securities dealer but selling prices are not reported, its Fair 
Market Value shall be the mean of the closing bid and asked prices for the 
Common Stock prior to the date of determination, as reported in THE WALL 
STREET JOURNAL or such other source as the Board deems reliable;

                  (iii) In the absence of an established market for the 
Common Stock, the Fair Market Value thereof shall be determined in good faith 
by the Board; or

                  (iv) For purposes of the Enrollment Date of the first 
Offering Period under the Plan, the Fair Market Value shall be the initial 
price to the public as set forth in the final prospectus included within the 
registration statement in Form S-1 filed with the Securities and Exchange 
Commission for the initial public offering of the Company's Common Stock (the 
"Registration Statement").

          (k) "OFFERING PERIODS" shall mean the periods of approximately 
twenty-four (24) months during which an option granted pursuant to the Plan 
may be exercised, commencing on the first Trading Day on or after June 1 and 
December 1 of each year and terminating on the last Trading Day in the 
periods ending twenty-four months later; provided, however, that the first 
Offering Period under the Plan shall commence with the first Trading Day on 
or after the date on which the Securities and Exchange Commission declares 
the Company's Registration Statement effective and ending on the last Trading 
Day on or before April 30, 2002. The duration and timing of Offering Periods 
may be changed pursuant to Section 4 of this Plan.

          (l) "PLAN" shall mean this 1999 Employee Stock Purchase Plan.

          (m) "PURCHASE PERIOD" shall mean the approximately six month period
commencing after one Exercise Date and ending with the next Exercise Date,
except that the first Purchase Period of any Offering Period shall commence on
the Enrollment Date and end with the next Exercise Date.

          (n) "PURCHASE PRICE" shall mean 85% of the Fair Market Value of a
share of Common Stock on the Enrollment Date or on the Exercise Date, whichever
is lower; provided however, that the Purchase Price may be adjusted by the Board
pursuant to Section 20.

          (o) "RESERVES" shall mean the number of shares of Common Stock covered
by each option under the Plan which have not yet been exercised and the number
of shares of Common Stock which have been authorized for issuance under the Plan
but not yet placed under option.


                                      -2-


          (p) "SUBSIDIARY" shall mean a corporation, domestic or foreign, of
which not less than 50% of the voting shares are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter organized
or acquired by the Company or a Subsidiary. 

          (q) "TRADING DAY" shall mean a day on which national stock exchanges
and the Nasdaq System are open for trading. 

     3. ELIGIBILITY. 

          (a) Any Employee who shall be employed by the Company on a given
Enrollment Date shall be eligible to participate in the Plan. 

          (b) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) to the extent that,
immediately after the grant, such Employee (or any other person whose stock
would be attributed to such Employee pursuant to Section 424(d) of the Code)
would own capital stock of the Company and/or hold outstanding options to
purchase such stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of the capital stock of the Company or of
any Subsidiary, or (ii) to the extent that his or her rights to purchase stock
under all employee stock purchase plans of the Company and its subsidiaries
accrues at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of
stock (determined at the fair market value of the shares at the time such option
is granted) for each calendar year in which such option is outstanding at any
time. 

     4. OFFERING PERIODS. The Plan shall be implemented by consecutive,
overlapping Offering Periods with a new Offering Period commencing on the first
Trading Day on or after June 1 and December 1 each year, or on such other date
as the Board shall determine, and continuing thereafter until terminated in
accordance with Section 20 hereof; provided, however, that the first Offering
Period under the Plan shall commence with the first Trading Day on or after the
date on which the Securities and Exchange Commission declares the Company's
Registration Statement effective and ending on the last Trading Day on or before
January 31, 2002. The Board shall have the power to change the duration of
Offering Periods (including the commencement dates thereof) with respect to
future offerings without shareholder approval if such change is announced at
least five (5) days prior to the scheduled beginning of the first Offering
Period to be affected thereafter. 

     5. PARTICIPATION. 

          (a) An eligible Employee may become a participant in the Plan by
completing a subscription agreement authorizing payroll deductions in the form
of Exhibit A to this Plan and filing it with the Company's payroll office prior
to the applicable Enrollment Date. 

          (b) Payroll deductions for a participant shall commence on the first
payroll following the Enrollment Date and shall end on the last payroll in the
Offering Period to which such authorization is applicable, unless sooner
terminated by the participant as provided in Section 10 hereof. 


                                      -3-


     6. PAYROLL DEDUCTIONS. 

          (a) At the time a participant files his or her subscription agreement,
he or she shall elect to have payroll deductions made on each pay day during the
Offering Period in an amount not exceeding fifteen percent (15%) of the
Compensation which he or she receives on each pay day during the Offering
Period. 

          (b) All payroll deductions made for a participant shall be credited to
his or her account under the Plan and shall be withheld in whole percentages
only. A participant may not make any additional payments into such account. 

          (c) A participant may discontinue his or her participation in the Plan
as provided in Section 10 hereof, or may increase or decrease the rate of his or
her payroll deductions during the Offering Period by completing or filing with
the Company a new subscription agreement authorizing a change in payroll
deduction rate. The Board may, in its discretion, limit the number of
participation rate changes during any Offering Period. The change in rate shall
be effective with the first full payroll period following five (5) business days
after the Company's receipt of the new subscription agreement unless the Company
elects to process a given change in participation more quickly. A participant's
subscription agreement shall remain in effect for successive Offering Periods
unless terminated as provided in Section 10 hereof. 

          (d) Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(8) of the Code and Section 3(b) hereof, a participant's
payroll deductions may be decreased to zero percent (0%) at any time during a
Purchase Period. Payroll deductions shall recommence at the rate provided in
such participant's subscription agreement at the beginning of the first Purchase
Period which is scheduled to end in the following calendar year, unless
terminated by the participant as provided in Section 10 hereof. 

          (e) At the time the option is exercised, in whole or in part, or at
the time some or all of the Company's Common Stock issued under the Plan is
disposed of, the participant must make adequate provision for the Company's
federal, state, or other tax withholding obligations, if any, which arise upon
the exercise of the option or the disposition of the Common Stock. At any time,
the Company may, but shall not be obligated to, withhold from the participant's
compensation the amount necessary for the Company to meet applicable withholding
obligations, including any withholding required to make available to the Company
any tax deductions or benefits attributable to sale or early disposition of
Common Stock by the Employee. 

     7. GRANT OF OPTION. On the Enrollment Date of each Offering Period, each
eligible Employee participating in such Offering Period shall be granted an
option to purchase on each Exercise Date during such Offering Period (at the
applicable Purchase Price) up to a number of shares of the Company's Common
Stock determined by dividing such Employee's payroll deductions accumulated
prior to such Exercise Date and retained in the Participant's account as of the
Exercise Date by the applicable Purchase Price; provided that in no event shall
an Employee be permitted to purchase during each Purchase Period more than 2,500
shares of the Company's Common Stock (subject to any adjustment pursuant to
Section 19), and provided further that such purchase shall be subject to the
limitations set forth in Sections 3(b) and 12 hereof. The Board may, for future
Offering Periods, increase or decrease, in its absolute discretion, the maximum
number of shares of 


                                      -4-


the Company's Common Stock an Employee may purchase during each Purchase 
Period of such Offering Period. Exercise of the option shall occur as 
provided in Section 8 hereof, unless the participant has withdrawn pursuant 
to Section 10 hereof. The option shall expire on the last day of the Offering 
Period. 

     8. EXERCISE OF OPTION. 

          (a) Unless a participant withdraws from the Plan as provided in
Section 10 hereof, his or her option for the purchase of shares shall be
exercised automatically on the Exercise Date, and the maximum number of full
shares subject to option shall be purchased for such participant at the
applicable Purchase Price with the accumulated payroll deductions in his or her
account. No fractional shares shall be purchased; any payroll deductions
accumulated in a participant's account which are not sufficient to purchase a
full share shall be retained in the participant's account for the subsequent
Purchase Period or Offering Period, subject to earlier withdrawal by the
participant as provided in Section 10 hereof. Any other monies left over in a
participant's account after the Exercise Date shall be returned to the
participant. During a participant's lifetime, a participant's option to purchase
shares hereunder is exercisable only by him or her. 

          (b) If the Board determines that, on a given Exercise Date, the number
of shares with respect to which options are to be exercised may exceed (i) the
number of shares of Common Stock that were available for sale under the Plan on
the Enrollment Date of the applicable Offering Period, or (ii) the number of
shares available for sale under the Plan on such Exercise Date, the Board may in
its sole discretion (x) provide that the Company shall make a pro rata
allocation of the shares of Common Stock available for purchase on such
Enrollment Date or Exercise Date, as applicable, in as uniform a manner as shall
be practicable and as it shall determine in its sole discretion to be equitable
among all participants exercising options to purchase Common Stock on such
Exercise Date, and continue all Offering Periods then in effect, or (y) provide
that the Company shall make a pro rata allocation of the shares available for
purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform
a manner as shall be practicable and as it shall determine in its sole
discretion to be equitable among all participants exercising options to purchase
Common Stock on such Exercise Date, and terminate any or all Offering Periods
then in effect pursuant to Section 20 hereof. The Company may make pro rata
allocation of the shares available on the Enrollment Date of any applicable
Offering Period pursuant to the preceding sentence, notwithstanding any
authorization of additional shares for issuance under the Plan by the Company's
shareholders subsequent to such Enrollment Date. 

     9. DELIVERY. As promptly as practicable after each Exercise Date on which a
purchase of shares occurs, the Company shall arrange the delivery to each
participant, as appropriate, of a certificate representing the shares purchased
upon exercise of his or her option. 

     10. WITHDRAWAL. 

          (a) A participant may withdraw all but not less than all the payroll
deductions credited to his or her account and not yet used to exercise his or
her option under the Plan at any time by giving written notice to the Company in
the form of Exhibit B to this Plan. All of the participant's payroll deductions
credited to his or her account shall be paid to such participant 


                                      -5-


promptly after receipt of notice of withdrawal and such participant's option 
for the Offering Period shall be automatically terminated, and no further 
payroll deductions for the purchase of shares shall be made for such Offering 
Period. If a participant withdraws from an Offering Period, payroll 
deductions shall not resume at the beginning of the succeeding Offering 
Period unless the participant delivers to the Company a new subscription 
agreement. 

          (b) A participant's withdrawal from an Offering Period shall not have
any effect upon his or her eligibility to participate in any similar plan which
may hereafter be adopted by the Company or in succeeding Offering Periods which
commence after the termination of the Offering Period from which the participant
withdraws. 

     11. TERMINATION OF EMPLOYMENT.

          Upon a participant's ceasing to be an Employee, for any reason, he or
she shall be deemed to have elected to withdraw from the Plan and the payroll
deductions credited to such participant's account during the Offering Period but
not yet used to exercise the option shall be returned to such participant or, in
the case of his or her death, to the person or persons entitled thereto under
Section 15 hereof, and such participant's option shall be automatically
terminated. The preceding sentence notwithstanding, a participant who receives
payment in lieu of notice of termination of employment shall be treated as
continuing to be an Employee for the participant's customary number of hours per
week of employment during the period in which the participant is subject to such
payment in lieu of notice. 

     12. INTEREST. No interest shall accrue on the payroll deductions of a
participant in the Plan.

     13. STOCK. 

          (a) Subject to adjustment upon changes in capitalization of the 
Company as provided in Section 19 hereof, the maximum number of shares of the 
Company's Common Stock which shall be made available for sale under the Plan 
shall be 1,000,000 shares plus an annual increase to be added on the first 
day of the Company's fiscal year beginning in 2001, equal to the lesser of 2% 
of the outstanding shares on such date, 2,000,000 shares or a lesser amount 
determined by the Board. 

          (b) The participant shall have no interest or voting right in shares
covered by his option until such option has been exercised. 

          (c) Shares to be delivered to a participant under the Plan shall be
registered in the name of the participant or in the name of the participant and
his or her spouse. 

     14. ADMINISTRATION. The Plan shall be administered by the Board or a
committee of members of the Board appointed by the Board. The Board or its
committee shall have full and exclusive discretionary authority to construe,
interpret and apply the terms of the Plan, to determine eligibility and to
adjudicate all disputed claims filed under the Plan. Every finding, decision and
determination made by the Board or its committee shall, to the full extent
permitted by law, be final and binding upon all parties. 

     15. DESIGNATION OF BENEFICIARY. 


                                      -6-


          (a) A participant may file a written designation of a beneficiary who
is to receive any shares and cash, if any, from the participant's account under
the Plan in the event of such participant's death subsequent to an Exercise Date
on which the option is exercised but prior to delivery to such participant of
such shares and cash. In addition, a participant may file a written designation
of a beneficiary who is to receive any cash from the participant's account under
the Plan in the event of such participant's death prior to exercise of the
option. If a participant is married and the designated beneficiary is not the
spouse, spousal consent shall be required for such designation to be effective.

          (b) Such designation of beneficiary may be changed by the participant
at any time by written notice. In the event of the death of a participant and in
the absence of a beneficiary validly designated under the Plan who is living at
the time of such participant's death, the Company shall deliver such shares
and/or cash to the executor or administrator of the estate of the participant,
or if no such executor or administrator has been appointed (to the knowledge of
the Company), the Company, in its discretion, may deliver such shares and/or
cash to the spouse or to any one or more dependents or relatives of the
participant, or if no spouse, dependent or relative is known to the Company,
then to such other person as the Company may designate. 

     16. TRANSFERABILITY. Neither payroll deductions credited to a participant's
account nor any rights with regard to the exercise of an option or to receive
shares under the Plan may be assigned, transferred, pledged or otherwise
disposed of in any way (other than by will, the laws of descent and distribution
or as provided in Section 15 hereof) by the participant. Any such attempt at
assignment, transfer, pledge or other disposition shall be without effect,
except that the Company may treat such act as an election to withdraw funds from
an Offering Period in accordance with Section 10 hereof. 

     17. USE OF FUNDS. All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions. 

     18. REPORTS. Individual accounts shall be maintained for each participant
in the Plan. Statements of account shall be given to participating Employees at
least annually, which statements shall set forth the amounts of payroll
deductions, the Purchase Price, the number of shares purchased and the remaining
cash balance, if any. 

     19. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, LIQUIDATION,
MERGER OR ASSET SALE. 

          (a) CHANGES IN CAPITALIZATION. Subject to any required action by the
shareholders of the Company, the Reserves, the maximum number of shares each
participant may purchase each Purchase Period (pursuant to Section 7), as well
as the price per share and the number of shares of Common Stock covered by each
option under the Plan which has not yet been exercised shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that 


                                      -7-


respect shall be final, binding and conclusive. Except as expressly provided 
herein, no issuance by the Company of shares of stock of any class, or 
securities convertible into shares of stock of any class, shall affect, and 
no adjustment by reason thereof shall be made with respect to, the number or 
price of shares of Common Stock subject to an option. 

          (b) DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, the Offering Period then in progress
shall be shortened by setting a new Exercise Date (the "New Exercise Date"), and
shall terminate immediately prior to the consummation of such proposed
dissolution or liquidation, unless provided otherwise by the Board. The New
Exercise Date shall be before the date of the Company's proposed dissolution or
liquidation. The Board shall notify each participant in writing, at least ten
(10) business days prior to the New Exercise Date, that the Exercise Date for
the participant's option has been changed to the New Exercise Date and that the
participant's option shall be exercised automatically on the New Exercise Date,
unless prior to such date the participant has withdrawn from the Offering Period
as provided in Section 10 hereof. 

          (c) MERGER OR ASSET SALE. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, each outstanding option shall be assumed or an
equivalent option substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation. In the event that the successor
corporation refuses to assume or substitute for the option, any Purchase Periods
then in progress shall be shortened by setting a new Exercise Date (the "New
Exercise Date") and any Offering Periods then in progress shall end on the New
Exercise Date. The New Exercise Date shall be before the date of the Company's
proposed sale or merger. The Board shall notify each participant in writing, at
least ten (10) business days prior to the New Exercise Date, that the Exercise
Date for the participant's option has been changed to the New Exercise Date and
that the participant's option shall be exercised automatically on the New
Exercise Date, unless prior to such date the participant has withdrawn from the
Offering Period as provided in Section 10 hereof. 

     20.  AMENDMENT OR TERMINATION. 

          (a) The Board of Directors of the Company may at any time and for any
reason terminate or amend the Plan. Except as provided in Section 19 hereof, no
such termination can affect options previously granted, provided that an
Offering Period may be terminated by the Board of Directors on any Exercise Date
if the Board determines that the termination of the Offering Period or the Plan
is in the best interests of the Company and its shareholders. Except as provided
in Section 19 and this Section 20 hereof, no amendment may make any change in
any option theretofore granted which adversely affects the rights of any
participant. To the extent necessary to comply with Section 423 of the Code (or
any successor rule or provision or any other applicable law, regulation or stock
exchange rule), the Company shall obtain shareholder approval in such a manner
and to such a degree as required. 

          (b) Without shareholder consent and without regard to whether any
participant rights may be considered to have been "adversely affected," the
Board (or its committee) shall be entitled to change the Offering Periods, limit
the frequency and/or number of changes in the amount withheld during an Offering
Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a 


                                      -8-



participant in order to adjust for delays or mistakes in the Company's 
processing of properly completed withholding elections, establish reasonable 
waiting and adjustment periods and/or accounting and crediting procedures to 
ensure that amounts applied toward the purchase of Common Stock for each 
participant properly correspond with amounts withheld from the participant's 
Compensation, and establish such other limitations or procedures as the Board 
(or its committee) determines in its sole discretion advisable which are 
consistent with the Plan. 

          (c) In the event the Board determines that the ongoing operation of
the Plan may result in unfavorable financial accounting consequences, the Board
may, in its discretion and, to the extent necessary or desirable, modify or
amend the Plan to reduce or eliminate such accounting consequence including, but
not limited to: 

              (i)   altering the Purchase Price for any Offering Period 
including an Offering Period underway at the time of the change in Purchase 
Price; 

              (ii)  shortening any Offering Period so that Offering Period ends
on a new Exercise Date, including an Offering Period underway at the time of the
Board action; and 

              (iii) allocating shares.

          Such modifications or amendments shall not require stockholder
approval or the consent of any Plan participants. 

     21.  NOTICES. All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof. 

     22.  CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements
of any stock exchange upon which the shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.

          As a condition to the exercise of an option, the Company may require 
the person exercising such option to represent and warrant at the time of any 
such exercise that the shares are being purchased only for investment and 
without any present intention to sell or distribute such shares if, in the 
opinion of counsel for the Company, such a representation is required by any 
of the aforementioned applicable provisions of law. 

     23.  TERM OF PLAN. The Plan shall become effective upon the earlier to 
occur of its adoption by the Board of Directors or its approval by the 
shareholders of the Company. It shall continue in effect for a term of ten 
(10) years unless sooner terminated under Section 20 hereof. 

     24.  AUTOMATIC TRANSFER TO LOW PRICE OFFERING PERIOD. To the extent
permitted by any applicable laws, regulations, or stock exchange rules if the
Fair Market Value of the Common Stock 


                                      -9-



on any Exercise Date in an Offering Period is lower than the Fair Market 
Value of the Common Stock on the Enrollment Date of such Offering Period, 
then all participants in such Offering Period shall be automatically 
withdrawn from such Offering Period immediately after the exercise of their 
option on such Exercise Date and automatically re-enrolled in the immediately 
following Offering Period as of the first day thereof.


                                      -10-


                                    EXHIBIT A


                                 UTSTARCOM, INC.

                        2000 EMPLOYEE STOCK PURCHASE PLAN

                             SUBSCRIPTION AGREEMENT

_____ Original Application                           Enrollment Date:___________
_____ Change in Payroll Deduction Rate
_____ Change of Beneficiary(ies)

1.       ____________________ hereby elects to participate in the UTStarcom,
         Inc. Employee Stock Purchase Plan (the "Employee Stock Purchase Plan")
         and subscribes to purchase shares of the Company's Common Stock in
         accordance with this Subscription Agreement and the Employee Stock
         Purchase Plan.

2.       I hereby authorize payroll deductions from each paycheck in the amount
         of ____% of my Compensation on each payday (from 0 to 15%) during the
         Offering Period in accordance with the Employee Stock Purchase Plan.
         (Please note that no fractional percentages are permitted.)

3.       I understand that said payroll deductions shall be accumulated for the
         purchase of shares of Common Stock at the applicable Purchase Price
         determined in accordance with the Employee Stock Purchase Plan. I
         understand that if I do not withdraw from an Offering Period, any
         accumulated payroll deductions will be used to automatically exercise
         my option.

4.       I have received a copy of the complete Employee Stock Purchase Plan. I
         understand that my participation in the Employee Stock Purchase Plan is
         in all respects subject to the terms of the Plan. I understand that my
         ability to exercise the option under this Subscription Agreement is
         subject to shareholder approval of the Employee Stock Purchase Plan.

5.       Shares purchased for me under the Employee Stock Purchase Plan should
         be issued in the name(s) of (Employee or Employee and Spouse only).

6.       I understand that if I dispose of any shares received by me pursuant to
         the Plan within 2 years after the Enrollment Date (the first day of
         the Offering Period during which I purchased such shares) or one year
         after the Exercise Date, I will be treated for federal income tax
         purposes as having received ordinary income at the time of such
         disposition in an amount equal to the excess of the fair market value
         of the shares at the time such shares were purchased by me over the
         price which I paid for the shares. I HEREBY AGREE TO NOTIFY THE
         COMPANY IN WRITING WITHIN 30 DAYS AFTER THE DATE OF ANY DISPOSITION OF
         MY SHARES AND I WILL MAKE ADEQUATE PROVISION FOR FEDERAL, STATE OR
         OTHER TAX WITHHOLDING OBLIGATIONS, IF ANY, WHICH ARISE UPON THE



         DISPOSITION OF THE COMMON STOCK. The Company may, but will not be
         obligated to, withhold from my compensation the amount necessary to
         meet any applicable withholding obligation including any withholding
         necessary to make available to the Company any tax deductions or
         benefits attributable to sale or early disposition of Common Stock by
         me. If I dispose of such shares at any time after the expiration of
         the 2-year and 1-year holding periods, I understand that I will be
         treated for federal income tax purposes as having received income only
         at the time of such disposition, and that such income will be taxed as
         ordinary income only to the extent of an amount equal to the lesser of
         (1) the excess of the fair market value of the shares at the time of
         such disposition over the purchase price which I paid for the shares,
         or (2) 15% of the fair market value of the shares on the first day of
         the Offering Period. The remainder of the gain, if any, recognized on
         such disposition will be taxed as capital gain.

7.       I hereby agree to be bound by the terms of the Employee Stock Purchase
         Plan. The effectiveness of this Subscription Agreement is dependent
         upon my eligibility to participate in the Employee Stock Purchase Plan.

8.       In the event of my death, I hereby designate the following as my
         beneficiary(ies) to receive all payments and shares due me under the
         Employee Stock Purchase Plan:

         NAME:  (Please print)
                              --------------------------------------------------
                                   (First)       (Middle)         (Last)


         -------------------------   -------------------------------------------
         Relationship

                                     -------------------------------------------
                                     (Address)


                                      -2-


         Employee's Social
         Security Number:             
                                      -----------------------------------------

         Employee's Address:
                                      -----------------------------------------

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

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


I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.

Dated:
      -------------------------       -----------------------------------------
                                      Signature of Employee


                                      -----------------------------------------
                                      Spouse's Signature (If beneficiary
                                      other than spouse)


                                      -3-


                                    EXHIBIT B


                                 UTSTARCOM, INC.

                        2000 EMPLOYEE STOCK PURCHASE PLAN

                              NOTICE OF WITHDRAWAL



         The undersigned participant in the Offering Period of the UTStarcom,
Inc. Employee Stock Purchase Plan which began on ____________, 200_ (the
"Enrollment Date") hereby notifies the Company that he or she hereby withdraws
from the Offering Period. He or she hereby directs the Company to pay to the
undersigned as promptly as practicable all the payroll deductions credited to
his or her account with respect to such Offering Period. The undersigned
understands and agrees that his or her option for such Offering Period will be
automatically terminated. The undersigned understands further that no further
payroll deductions will be made for the purchase of shares in the current
Offering Period and the undersigned shall be eligible to participate in
succeeding Offering Periods only by delivering to the Company a new Subscription
Agreement.

                                         Name and Address of Participant:

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

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

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


                                         Signature:

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

                                         Date:
                                              ---------------------------