Employment and Non-Competition Agreement - Unitech Telecom Inc. and Bill Huang


                                UNITECH TELECOM, INC.

                       EMPLOYMENT AND NON-COMPETITION AGREEMENT


     This EMPLOYMENT AND NON-COMPETITION AGREEMENT ('Agreement'), dated as of 
the 6th day of October, 1995, is entered into by and between Unitech Telecom, 
Inc., a Delaware corporation ('Unitech'), and Bill Huang ('Employee').

                                       RECITALS

     A.   Employee has been employed as an employee of Unitech Telecom, Inc., 
a Delaware corporation('Unitech'); and

     B.   Unitech, StarCom and certain other parties have entered into an 
Agreement and Plan of Reorganization, dated as of September 28, 1995, (the 
'Reorganization Agreement'), which requires, among other things, that 
Employee enter into this Agreement in connection with the merger of a wholly 
owned subsidiary of Unitech into StarCom (the 'Merger') pursuant to which 
StarCom will be the surviving corporation in the Merger and a wholly owned 
subsidiary of Unitech (such surviving corporation being hereinafter referred 
to as 'StarCom'), all as more fully described in the Reorganization Agreement.

     NOW, THEREFORE, IT IS HEREBY AGREED by and between the parties hereto as
follows:

1.   EMPLOYMENT.

     (a)  EMPLOYMENT.  During the Employment Term (as hereinafter defined)
Unitech hereby employs Employee as its VP China Operations upon and subject
to the terms and conditions set forth in this Agreement.  Employee hereby agrees
to accept such employment, upon and subject to the terms and conditions set
forth in this Agreement.

     (b)  DUTIES.  Effective upon the date hereof, Employee will perform all 
of the services customarily associated with the position of VP China 
Operations during the Employment Term, subject to the policies established by 
and the direction of the Board of Directors and Chief Executive Officer of 
Unitech. Employee also agrees to perform such other duties and 
responsibilities consistent with such position as the Board of Directors or 
the Chief Executive Officer of Unitech may assign to him from time to time 
during the Employment Term. During his Employment Term (as defined in 
subsection (c) below), Employee shall carry out his duties



and responsibilities hereunder in a diligent and competent manner and shall
devote substantially all of his business time, attention and energy thereto.

     (c)  EMPLOYMENT TERM.  Employee's employment hereunder (the 'Employment
Term') shall commence on the date hereof.  Such employment shall be 'at will'
employment pursuant to applicable law.  If Employee's employment terminates for
any reason other than (i) voluntary termination by Employee, (ii) termination as
a result of death or disability, or (iii) termination for Cause (as defined in
Section 5(a)), Employee shall be entitled to sixty (60) days notice of
termination.

     (d)  PLACE OF EMPLOYMENT.  During the Employment Term, Employee shall 
render his services at a Unitech facility. Employee shall do such traveling 
as shall be reasonably necessary in connection with his duties and 
responsibilities hereunder.

     (e)  Employee agrees to devote substantially all of his business time,
attention and energy to the performance of his duties under this Agreement
during the Employment Term and shall perform such duties diligently, in good
faith and consistent with the best interests of Unitech.

2.   COMPENSATION.

     (a)  SALARY.  During the Employment Term, Employee will receive a salary 
of not less than $7,500 per month ($90,000 per annum), which shall be paid in 
accordance with Unitech's normal payroll practice and shall be subject to 
review based upon Unitech's normal performance review practices.  Unless 
otherwise specified herein, Unitech will make such deductions, withholdings 
and other payments from all sums payable pursuant to this Agreement which 
Employee requests or which are required by applicable law for taxes and other 
charges. Unitech shall, in addition to Employee's salary, reimburse Employee 
for all ordinary and necessary out-of-pocket expenses incurred by him in the 
performance of his services under this Agreement, subject to and upon receipt 
by Unitech of invoices or other documentation in support thereof in 
accordance with Unitech's policies regarding reimbursement of expenses.  
Employee shall be entitled to receive such bonus as shall be approved by the 
Board of Directors of Unitech in each year during the Employment Term.

     (b)  BENEFIT PLANS.  Employee will be entitled to participate in or 
receive benefits under Unitech's employee benefit plans and policies as in 
effect from time to time in which Employee is eligible to participate, 
subject to the applicable


                                         -2-


terms and conditions of the particular benefit plan.  These benefit plans may 
include health care, life insurance, accidental death and disability, short- 
and long-term disability, stock options, savings and/or bonus plans provided 
by, through or on behalf of Unitech.  Unitech may change, amend, modify or 
terminate any benefit or bonus plan from time to time.

     3.   CONFIDENTIALITY AND PROPRIETARY INFORMATION AGREEMENT.  Concurrently
with the execution of this Agreement, Unitech and Employee will execute the
Confidentiality and Proprietary Information Agreement ('Confidentiality
Agreement') in the form attached hereto as Attachment 1.

     4.   COVENANT NOT TO COMPETE.

          (a)  NON-COMPETE.  In consideration of his employment, Employee 
agrees that so long as he is an Employee of Unitech and, in the case of 
Employee's termination of employment with Unitech, two (2) years from the 
date of termination, Employee will not directly or indirectly engage in 
(whether as an employee, consultant, proprietor, partner, director or 
otherwise), or have any ownership interest in, or participate in the 
financing, operation, management or control of, any person, firm, corporation 
or business that engages in a 'Restricted Business' in a 'Restricted 
Territory' (as such terms are herein defined).  It is agreed that ownership 
of no more than 1% of the outstanding voting stock of a publicly traded 
corporation shall not constitute a violation of this provision.  It is also 
agreed that this provision shall not apply if the Employee's termination of 
employment with Unitech is due to (i) a breach by Unitech of the terms of 
this Agreement as adjudicated by a court of competent jurisdiction (except 
for a failure of Unitech to pay Employee's salary as provided in Section 2(a) 
hereof which, for these purposes, will not require such adjudication) or (ii) 
a final adjudication of Unitech as a bankrupt under any federal or state law.

          (b)  NON-SOLICIT.  Employee agrees that until the later to occur of 
(i) the termination of Employee's agreement not to compete pursuant to 
Section 4(a) above (ii) 2 years following the termination of Employee's 
employment with Unitech, Employee shall not solicit, encourage, or take any 
other action which is intended to induce any other employee of Unitech or 
StarCom to terminate his employment with Unitech.


                                         -3-


          (c)  SEVERABILITY.  The parties intend that the covenants contained in
the preceding paragraphs shall be construed as a series of separate covenants,
one for each county, city, state and other political subdivision of the
Restricted Territory.  Except for geographic coverage, each such separate
covenant shall be deemed identical in terms to the covenant contained in the
preceding paragraphs.  If, in any judicial proceeding, a court shall refuse to
enforce any of the separate covenants (or any part thereof) deemed included in
said paragraphs, then such unenforceable covenant (or such part) shall be deemed
eliminated from this Agreement for the purpose of those proceedings to the
extent necessary to permit the remaining separate covenants (or portions
thereof) to be enforced by such court.  It is the intent of the parties that the
covenants set forth herein be enforced to the maximum degree permitted by
applicable law.

          (d)  REFORMATION.  In the event that the provisions of this Section 4
should ever be deemed to exceed the scope, time or geographic limitations of
applicable law regarding covenants not to compete, then such provisions shall be
reformed to the maximum scope, time or geographic limitations, as the case may
be, permitted by applicable laws.

          (e)  REMEDIES.  The Employee hereby acknowledges that the covenants
and restrictions contained in this Section 4 are necessary for the protection
of Unitech's business and goodwill and are considered by the Employee to be
reasonable.  Accordingly, the Employee hereby acknowledges and agrees that
any actual or threatened breach of any of the provisions of such Paragraph 4
may cause irreparable harm to Unitech and may not be remediable by an action
at law for damages and, therefore, Unitech shall be entitled to seek, as a
non-exclusive remedy, in any court of competent jurisdiction, all equitable
remedies therefor, including, without limitation, a temporary or permanent
injunction or specific performance of the provisions hereof, without the
necessity of showing any actual damage or that monetary damages would not
provide an adequate remedy at law or posting a bond therefor.

               The Employee covenants and agrees that, if the Employee shall 
violate the foregoing non-compete covenant,  Unitech shall be entitled to an 
accounting and repayment of all profits, compensation, commissions, 
remunerations, benefits or other payments which the Employee directly or 
indirectly has realized and/or may realize as a result of, growing out of or 
in connection with any such violation.  Such remedy shall be in addition to 
and not in limitation of any injunctive relief or other rights or remedies to 
which Unitech may be entitled at law or in equity or under this Agreement.

     5.   Employee agrees that he shall not knowingly and intentionally 
interfere in any manner with the contractual or employment relationship 
between Unitech or StarCom and any employee, supplier or customer of Unitech.

     6.   DEFINITIONS.  As used in this Agreement, the following terms shall
have the following meanings:


                                         -4-


          (a)  'Cause' shall mean:

               (i)    Employee's continued failure to perform his duties and
responsibilities in good faith to the best of his ability after notice thereof
from Unitech to Employee;

               (ii)   Employee personally engaging in knowing and intentional
illegal conduct;

               (iii)  Employee being convicted of a felony, or
committing an act of dishonesty or fraud or misappropriating property;

               (iv)   Employee knowingly and intentionally breaching in any
material respect the terms of this Agreement or the Confidentiality Agreement;
or

               (v)    Employee's commencement of employment with another
employer while he is an employee of Unitech.

          (b)  'Restricted Business' shall mean PHS-based wireless local loop,
optical multiplexers, and the intelligent networking business, including
products and/or services related to the StarCom Network Systems intelligent
services platform.  Notwithstanding the foregoing, the Restricted Business shall
apply only to products and services relating to such businesses which are in
direct competition with Unitech and/or StarCom.

          (c)  'Restricted Territory' shall mean the counties, cities and states
of the United States of America and the country of and each political
subdivision of Canada, Australia, Japan, Taiwan, People's Republic of China,
Hong Kong, Korea, Singapore, Thailand, each member nation of the European
Community or the European Free Trade Association, and all other geographic areas
throughout the world.

     7.   REPRESENTATIONS OF EMPLOYEE.  Employee represents that:

          (a)  he (i) is familiar with the covenants not to compete and not to
solicit set forth in this Agreement, (ii) is fully aware of his obligations
hereunder, including, without limitation, the length of time, scope and
geographic coverage of these covenants, (iii) finds the length of time, scope
and geographic coverage of these covenants to be reasonable, and (iv) is
receiving specific, bargained-for consideration for his covenants not to compete
and not to solicit;

          (b)  the execution of this Agreement and the Confidentiality and
Proprietary Information Agreement, and the performance of Employee's obligations
hereunder and there-


                                         -5-


under, will not conflict with, or result in a violation or breach of, any
other agreement to which Employee is a party or any judgment, order or decree
to which Employee is subject.

     8.   ASSIGNMENT.  This Agreement may not be assigned by Employee without
the written consent of Unitech.  This Agreement may not be assigned by Unitech
without the written consent of Employee, except to an assignee who acquires all
or substantially all of the business of Unitech, whether by merger,
consolidation, sale of assets or otherwise.  Unitech will require, as a
condition of any such assignment, that any such assignee assume and agree in
writing to perform this Agreement in the same manner and to the same extent that
Unitech would be required to perform if no such succession had taken place.

     9.   ENTIRE AGREEMENT.  This Agreement sets forth the entire agreement and
understanding between Employee and Unitech with respect to the subject matter
hereof, and supersedes any other negotiations, agreements, understandings,
representations or past or future practices, whether written or oral.

     10.  NOTICES.  Any notice, report or other communication required or
permitted to be given hereunder shall be in writing to the other party and shall
be deemed given on the date of delivery, if delivered, or five days after
mailing, if mailed first-class mail, certified, postage prepaid, to the
following addresses:

          (a)  If to Unitech:

               Unitech Telecom, Inc.
               333 Hegenberger Road, Suite 328
               Oakland, CA 94621
               Attention:  President

               with a copy to:

               Wilson, Sonsini, Goodrich & Rosati
               650 Page Mill Road
               Palo Alto, CA 94304-1050
               Attention:   Marcia K. Sterling, Esq.

          (b)  If to Employee:

               _____________________________________
               _____________________________________
               _____________________________________


                                         -6-


          (c)  With a copy to:

               _____________________________________
               _____________________________________
               _____________________________________


(or to such other address as any party hereto may designate by notice given as
herein provided).

     11.  GOVERNING LAW.  This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of California without giving
effect to principles regarding conflict of laws.

     12.  AMENDMENTS.  This Agreement shall not be changed or modified in whole
or in part except by an instrument in writing signed by each party hereto, nor
shall any covenant or provision of this Agreement be waived except by an
instrument in writing signed by the party against whom enforcement of such
waiver is sought.

     13.  EFFECTIVE DATE.  This Agreement shall become effective upon the
Effective Time of the Merger.

     14.  ATTORNEYS' FEES.  In the event of any legal action or proceeding to
enforce or interpret the provisions hereof, the prevailing party shall be
entitled to reasonable attorneys' fees, whether or not the proceeding results in
a final judgment.

     15.  COUNTERPARTS.  This Agreement may be executed in several counterparts,
each of which shall be an original, but all of which together shall constitute
one and the same agreement.

     16.  EFFECT OF HEADINGS.  The section headings herein are for convenience
only and shall not affect the construction or interpretation of this Agreement.

     17.  DEFINITIONS.  All capitalized terms used herein shall have the meaning
defined in the Reorganization Agreement, unless otherwise defined herein.

     18.  DELAYS OR OMISSIONS.  No delay or omission to exercise any right,
power or remedy accruing to either party upon any breach or default of the other
party hereto shall impair any such right, power or remedy of such non-defaulting
party, nor shall it be construed to be a waiver of any such breach or default,
nor an acquiescence therein, nor of nor in any similar breach or default
thereafter occurring; nor shall any waiver, single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring.


                                         -7-


     19.  INDEMNIFICATION.  During and after the Employment Term, Unitech shall
defend, indemnify and hold Employee harmless from any claims, causes of action,
liabilities, damages, costs or expenses incurred by Employee based upon or in
connection with the performance of his services under this Agreement to the
fullest extent permitted by the laws of the State of Delaware and of the By-Laws
of Unitech (and of any such subsidiary).  This provision will survive the
expiration or termination of the Employment Term.

     20.  BINDING EFFECT AND ASSIGNMENT.  This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors, heirs, personal representatives and
permitted assigns, but, except as otherwise specifically provided herein,
neither this Agreement nor any of the rights, interests or obligations of the
parties hereto may be assigned by any of the parties hereto without prior
written consent of the other.


                                         -8-


     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.

EMPLOYEE                                UNITECH TELECOM, INC.



By: /s/ Bill Huang                      By: /s/ Hong Liang Lu
   --------------------------------        ------------------------------------
                                        Name:
                                             ----------------------------------
                                        Title: President
                                              ---------------------------------


               ** UNITECH EMPLOYMENT AND NON-COMPETITION AGREEMENT **

                                         -9-



 TYPE:  EX-10.33
 SEQUENCE:  9
 DESCRIPTION:  EXHIBIT 10.33



                                                                EXHIBIT 10.33


                    LEASE CONTRACT ON HOUSING AND VACANT LAND
            AT YUNSHAN POST AND TELECOMMUNICATION INDUSTRIAL VILLAGE

Lessor:        Guangdong Nanfang Communication Group, Huizhou Co. (hereinafter
               referred to as 'Party A')

Lessee:        Guangdong UTStarcom Telecom Co. Ltd. (hereinafter referred to as
               'Party B')

         In accordance with the 'Law of People's Republic of China on Economic
Contracts' and other relevant provisions, and also based on the principle of
equality, fairness, rationality and reaching a unanimity through consultation,
this contract is made by and between Party A and Party B to define the their
rights and obligations:

     I.       Location and address of the leased housing:  No. 4, Yunshan Road

     II.      Name, area, unit price and monthly rent of the leased properties
              (see the chart below)


                                                                 
--------------------------- ----------- --------------- -------------------- ----------------------------------
    NAME OF THE LEASED         AREA       UNIT PRICE       MONTHLY RENT              REMARKS
        PROPERTIES             (M(2))    (YUAN/ M(2))         (YUAN)
--------------------------- ----------- --------------- -------------------- ----------------------------------
1st to 4th floors of          4,293          9.00            38,637.00
Building No. 2
--------------------------- ----------- --------------- -------------------- ----------------------------------
Suites of Building No. 4       743           9.00            6,687.00        of which the lease of 93 M(2)
                                                                             shall start as of February
--------------------------- ----------- --------------- -------------------- ----------------------------------
Staff and Workers'             1766          9.00            15,894.00
Dormitories of Building
No. 6
--------------------------- ----------- --------------- -------------------- ----------------------------------

--------------------------- ----------- --------------- -------------------- ----------------------------------
Total:  the total housing area comes to 680 M(2); there is no vacant land, and the total amount of rent is
61,218.00 yuan.
---------------------------------------------------------------------------------------------------------------



     III.     Use of the Leased Housing: Factory premises and staff and
              workers' dormitories.

     IV.      Lease Term:
              The lease term is set for one (1) year, from January 1, 2000
              to December 31, 2000.

         Party A shall turn over the leased housing to Party B for use in a
timely manner pursuant to the schedule set forth in the Contract.

         If any of the following circumstances occurs on the part of the Lessee,
the Lessor may cancel the Contract and take back the housing:



     1.   when the Lessee subleases, transfers or sub-loans the housing or 
          vacant land without authorization;

     2.   when the Lessee uses the leased housing to conduct illegal activities
          detrimental to the public interests;

     3.   when the Lessee delays payment of rent for two (2) consecutive months;

     4.   when the Lessee demolishes or remodels the structure or changes the 
          use of the leased housing without authorization; and

     5.   when the authorities in charge of Party A are, for some special 
          reasons, in need of the housing or vacant land leased to Party B.

     If Party B fails to move out when the term of this lease contract 
expires, Party A has the right to bring an action against Party B at the 
people's court and apply for enforcement, and Party B shall be liable for 
any losses sustained by Party A therefore.

     Upon expiration of the Contract, Party B shall have the right of first
refusal under the same terms on the ground that Party A will continue to lease
the said housing.

V.       Rent and Term of Payment:

         Party B shall pay rent to Party A once a month, and the monthly rent 
is set at RMB61,218.00 yuan. Party B shall make one-time payment of the month 
before the 10th of each month. If it fails to pay in time or in full amount, 
a fine will be imposed on Party B at an interest rate of 1% per day for the 
due amount. Party A shall present a receipt of payment. The place for such 
payment is at Party A's office.

VI.      Replacement of Lessor or Lessee

     1.           If Party A transfers its ownership of the housing to a third
                  party during the lease period, it does not require consent
                  from Party B; however, Party B should be notified. After the
                  transfer of the ownership of the housing to the third party,
                  the said party will automatically replace Party A of this
                  Contract, enjoy the rights and undertake the obligations of
                  the former Party A under the Contract.

     2.           If, subject to Party A's approval, Party B subleases the
                  housing to a third party during the lease period, the third
                  party will automatically replace Party B of this Contract,
                  enjoy the rights and undertake the obligations of the former
                  Party B under the Contract.

VII.     Party A's Responsibilities:



     1.           If, during the lease period, the leased housing appears to
                  have the danger of inclination or collapse because of natural
                  conditions, Party A shall be responsible to repair or maintain
                  it. If natural calamities cause leakage or cracks on the roofs
                  of the leased  housing, Party A shall be responsible for such
                  repair.

     2.           Party A shall be  responsible  for the  property tax and the 
                  land use fees of the leased housing.

     3.           If, during the lease period, Party A, indeed, needs to take
                  back the housing, it shall notify Party B in writing for the
                  cancellation of the Contract two months ahead of time, and a
                  fine shall be paid by Party A to Party B, which is  calculated
                  at 20% of the total rent for the remaining period.

     4.           During the lease period, Party A shall do a good job of the
                  security at the entrance gate, conduct security checkup
                  periodically, keep on guard and maintain security.

     5.           During the lease period, Party A shall be responsible for the
                  supply of water and electricity other than water and
                  electricity meters, maintain the equipment of public utilities
                  and make repairs of those parts damaged by natural elements.

VIII.    Party B's Responsibilities:

     1.           Party B shall not change the use of the leased housing, which
                  would be regard as breach of the  Contract. In case of such
                  breach, a fine equal to 20% of the rent during the period of
                  breach will be imposed on Party B.

     2.           During the lease period, Party B shall bear the  management
                  fees as well as water and electricity cost. Party B shall make
                  monthly payment in time and in full amount.

     3.           If, during the lease period, Party B is, indeed, in need of
                  returning the leased housing on certain special circumstances,
                  it shall  notify Party A in writing to cancel the Contract two
                  months ahead  of time, and a fine  shall be paid to Party A,
                  which is calculated at 20% of the  total sum of rent for the
                  remaining period.

     4.           If, during the lease period, it changes the structure and the
                  use of the housing  without authorization, such as causing
                  damages to the leased housing or equipment intentionally or by
                  negligence, Party B shall be responsible to restore the status
                  quo ante and compensate for the economic losses; if Party B
                  needs to fix up or modify water or electricity supply
                  equipment, it needs to obtain Party A's prior approval and
                  complete all the 



                  necessary formalities before such construction begins. 
                  Party B shall not remove the fixtures made during the 
                  leased period when it moves out. Party B shall be 
                  responsible for the interior renovation of the housing and 
                  maintenance of the water and electricity supply equipment.

     5.           Party B shall remove all its belongings in a timely manner
                  when the lease expires or the Contract is terminated. Any
                  leftover ten days after it moves out, Party B shall be
                  regarded as having waived its right of ownership over such
                  leftover, which will be up to Party A for disposal.

     6.           If, during the lease period, Party B's personnel are found to
                  have damaged public utilities within the industrial village,
                  Party B shall be responsible to provide fund to repair them.

IX.               In case of force majeure  resulting in the destruction of the
                  leased housing, this Contract will be terminated
                  automatically, and no party shall be held liable.

X.                Any dispute arising out of or in connection with the
                  performance of this Contract shall be solved through
                  consultations. In case such consultations cannot resolve the
                  dispute, any party may apply for an arbitration  at  Huizhou
                  Arbitration Committee.

XI.               Supplementary agreements shall be concluded through
                  consultations for matters that are not dealt with in this
                  Contract. The supplementary agreements shall be equally
                  authentic as this Contract.

         Supplementary Provisions: This Contract is executed in four (4) 
originals, with each party in possession of one copy, and the remaining two 
originals shall be handed over to the Housing Administration Bureau for 
records and to the authorities in charge of Party A, respectively. Each 
original has the same legal power.

         This lease contract is executed on January 3, 2000 in Huizhou.

         Party A:                                 Party B:

         Representative: /s/ signature            Representative: /s/ signature






                       CERTIFICATE OF HOUSING LEASE PERMIT

                                         Huizhou Housing Rent Permit No. 00083

Lessor:           Guangdong Nanfang Communication Group, Huizhou Co.

Location of the Housing:   No. 4 Shandong Road, Huizhou, Inside Yunshan 
                           Industrial Village

Lessee:           Guangdong UTStarcom Telecom Co. Ltd.

Purpose of the Leased Housing:    Factory Premises and Dormitories (a total of 
                                  6,802 M(2))

         Upon review and examination, the said housing is in compliance with the
housing lease standards and lease terms as set forth in 'the Implementing Rules
of Huizhou for Housing Lease and Administration'; therefore, this certificate of
permit is hereby issued for such lease.



                                 Authorities of Issuance:

                                 Huizhou Housing Administration Bureau

                                 Date:    January 1, 2000


         Term of Validity:  From January 1, 2000 to December 31, 2000

         Annual Review and Examination Date: December, 2000