Loan Agreement - UTStarcom (China) Co. Inc. and Bill X. Huang


                  LOAN AGREEMENT FOR AN INDIVIDUAL EMPLOYEE


Party A:   UTStarcom (China) Co., Inc.

Party B:   Bill X. Huang

       Whereas Party B is an employee of Party A, and Party A desires to 
solve the said employee's practical problems, it is, therefore, that a loan 
is hereby provided by Party A to Party B. For the sake of clarifying each 
other's responsibilities and keeping their promises, the parties hereto agree 
to the following with regard to the loan:

       Article 1:   Purpose of the Loan

       Due to his job transfer to Hangzhou, Party B needs to relocate his 
family by purchasing a house and paying settlement allowance, but is lacking 
in part of the necessary funds, therefore, Party B submits an application to 
Party A for a loan whereas Party A is willing to provide such loan to Party B 
for such purpose.

       Article 2:   Amount of the Loan

       Party B desires from Party A a loan of RMB One Million Three Hundred 
Thousand ($1,300,000).

       Article 3:   Term and Interest of the Loan

       Party B shall pay off the total amount of the loan and its interest at 
3%APR within ten (10) years.

       Article 4:   Methods of Payment

       Party B agrees to pay off the loan by the following methods:

       1. Party B agrees to pay at least one tenth (1/10) of the total amount 
          of the loan every year, beginning from January, 1998.

       2. The total amount of interest arising from the principle may be paid 
          onetime at the last installment of payment.

       Article 5:    Provisions of Guarantee

       1. Party B guarantees that he will work for Party A for at least five 
          (5) years.

       2. Party B guarantees that the loan shall be paid off in a timely 
          fashion and within the time schedule.



       3. Party B guarantees that he shall keep confidential the contents of 
          this Agreement and shall not disclose any of the said Agreement to 
          any third party.

       4. Party B shall appropriate the loan in accordance with the terms of 
          this Agreement providing for the use of such loan and shall not be 
          allowed to use the loan it for any other purposes, or engaging in 
          business or other activities in violation of the law.

       5. In case Party A requires Party B to provide guarantee, Party B 
          shall provide such qualified guarantee; otherwise, Party A is 
          entitled to recall the loan and demand that Party B pay the 
          corresponding interest.

       Article 6:    Liability of Breach

       1. If Party B submits his resignation to leave the Company for 
          personal reasons (including the firing of Party B by Party A due to 
          his violation of the Company's rules and regulations or the harm he 
          has caused to the Company's interests), he shall return all the loan 
          and the interest of such loan at 6%APR prior to his departure from 
          the Company.

       2. If, due to Party A's business and managerial needs, the labor 
          relationship with Party B is severed, Party B shall make onetime 
          payment for the unpaid loan and its interest.

       Article 7:

       This Agreement shall become effective upon execution by the parties 
and be terminated when Party B pays off all the loan and its interest. This 
Agreement is executed in two originals with Party A and B each in possession 
of one copy.

       Party A:     UTStarcom (China) Co., Ltd.   Party B:      Bill X. Huang

       Date:        October 8, 1996.




 TYPE:  EX-10.35
 SEQUENCE:  5
 DESCRIPTION:  EXHIBIT 10.35




                                                                  Exhibit 10.35

                            PROMISSORY NOTE
                       SECURED BY DEED OF TRUST

$153,453.00                                                   February 13, 1999
                                                            Alameda, California

     FOR VALUE RECEIVED, the undersigned, Bill X. Huang ('Employee') and 
Minnie Huang, husband and wife, as joint tenants (jointly and severally, the 
'Borrower'), promise to pay to UTSTARCOM, INC., a Delaware corporation 
('Lender'), at 1275 Harbor Bay Parkway, Alameda, California 94502 (or at such 
other place as Lender may from time to time designate by written notice to 
Borrower), in lawful money of the United States, the principal sum of ONE 
HUNDRED FIFTY-THREE THOUSAND FOUR HUNDRED FIFTY-THREE DOLLARS ($153,453.00), 
on the following terms:

     1.   PAYMENT: Upon the occurrence of a Maturity Event (as defined 
herein), the entire principal amount of ONE HUNDRED FIFTY-THREE THOUSAND FOUR 
HUNDRED FIFTY-THREE DOLLARS ($153,453.00) shall be immediately due and 
payable in lawful money of the United States.

     2.   SECURITY: This Note is secured by a deed of trust of even date 
herewith made by Borrower, as trustor, to First American Title Insurance 
Company, as trustee, for Lender, as beneficiary (the 'Deed of Trust') which 
shall be recorded in the Official Records of the County of Alameda, State of 
California encumbering certain real property commonly known as 230 Sweet



Road, in the City of Alameda, County of Alameda, State of California (the 
'Property'), described with particularity in the Deed of Trust.

     3.   MATURITY EVENT: Upon the occurrence of a Maturity Event (as 
hereinafter defined), the entire principal amount of the Loan and any other 
sums due hereunder, shall become immediately due and payable without further 
demand or notice to Borrower. To the extent permitted by law, any of the 
following events shall be a 'Maturity Event' under this Note and the Deed of 
Trust:
          (a)   The date of termination or cessation of Borrower's employment 
with the Company for any reason, whether voluntary or involuntary, and 
whether with cause or without cause.

          (b)   There shall occur any default in the performance of any 
obligation of Borrower contained in the Deed of Trust or the First Deed of 
Trust, as defined herein below, or any other deed of trust, security 
agreement or other agreement (including any amendment, modification or 
extension thereof) which may hereafter be executed by Borrower for the 
purpose of securing this Note.

          (c)   Borrower, without the prior written consent of Lender, 
voluntarily or by operation of law, sells, conveys, assigns or otherwise 
transfers or agrees to sell, convey or otherwise transfer, all or any portion 
of, or any interest in, the Property.

          (d)   Borrower (i) admits in writing his inability to pay debts, 
(ii) makes an assignment for the benefit of creditors, (iii) files a 
voluntary petition in bankruptcy, effects a plan

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or other arrangement with creditors, liquidates his assets under arrangement 
with creditors, or liquidates his assets under court supervision, (iv) has an 
involuntary petition in bankruptcy filed against him that is not discharged 
within sixty (60) days after such petition is filed, or (v) applies for or 
permits the appointment of a receiver or trustee or custodian for any of his 
property or assets which shall not have been discharged within sixty (60) 
days after the date of appointment.

          (e)   The occurrence of the third (3rd) anniversary of the date of 
this Note.

          (f)   Borrower breaches any representation or warranty contained 
herein or in the Deed of Trust, or any agreement or instrument executed in 
connection with this loan proves to have been false or misleading.

          (h)   The death of the Borrower.

     4.   INTEREST: Upon the failure of Borrower to pay the outstanding 
principal balance within thirty (30) days after a Maturity Event, interest on 
the outstanding principal balance shall thereafter accrue at the rate of 6% 
per annum, or if lower, the highest rate permitted by applicable law.

     5.   BORROWER'S REPRESENTATIONS: Borrower hereby makes the following 
representations and warranties to the Lender and acknowledges that Lender is 
relying on such representations in the loan:

          (a) As of the date of recording of the Deed of Trust, Borrower 
shall have good and marketable title to the Property, free and clear of any 
security interests, liens or encumbrances other than the First Deed of Trust 
as defined in Paragraph 8.

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          (b) As of the date of the Deed of Trust, the consent of no other 
person or entity is required to grant the security interest in the Property 
to the Lender evidenced by the Deed of Trust.

          (c) There are no actions, proceedings, claims or disputes pending 
or, to the Borrower's knowledge threatened against or affecting the Borrower 
or the Property.

     6.   BORROWER'S ADDITIONAL OBLIGATIONS: Borrower shall take any and all 
further actions that may from time to time be required to ensure that the 
Deed of Trust creates a valid lien on the Property in favor of the Lender, 
which shall secure the Note and be junior in priority only to the First Deed 
of Trust. Borrower shall furnish evidence reasonably satisfactory to the 
Lender that: (i) Borrower has good and marketable title to the Property; (ii) 
the consent of no other person or entity is required to grant a security 
interest in the Property to the Lender; and (iii) there is no other deed of 
trust, mortgage or encumbrance against the Property other than the First Deed 
of Trust. If it should be hereafter determined that there are defects against 
title or matters which could result in defects against title to the Property, 
or that the consent of another person or entity is required to grant to and 
perfect in the Lender a valid second-priority lien on the Property, Borrower 
shall promptly take all action necessary to remove such defects and to obtain 
such consent and grant (or cause to be granted) and perfect such lien on the 
Property. Failure of Borrower to comply with the provisions of this Paragraph 
6 shall be deemed a default under the Note and the Deed of Trust.

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     7.   DEED OF TRUST: As used herein, 'Deed of Trust' shall mean the deed 
of trust constituting a second-priority lien against the Property by Borrower 
to First American Title Insurance Company, as trustee, for the benefit of 
Lender, as beneficiary, to be recorded in the Official Records or the County 
of Alameda, State of California, securing a loan in the original principal 
amount of ONE HUNDRED FIFTY-THREE THOUSAND FOUR HUNDRED FIFTY-THREE DOLLARS 
($153,453.00).

     8.   FIRST DEED OF TRUST: As used herein, 'First Deed of Trust' shall 
mean the deed of trust constituting a first-priority lien against the 
Property, by Borrower to First American Title Insurance Company, as trustee, 
recorded on September 25, 1997 in the Official Records of the County of 
Alameda, State of California as Instrument No. 97250791 securing a loan in 
the principal amount of $436,800.

     9.   NOTICE: This Note is subject to Section 2924(i) of the California 
Civil Code which provides that the holder of this Note, shall give written 
notice to the trustor or his successor-in-interest, of prescribed information 
at least ninety (90) days and not more than one hundred and fifty (150) days 
before any balloon payment is due.

     10.  ATTORNEYS' FEES: In the event of Borrower's default hereunder, 
Borrower shall pay all costs of collection, including reasonable attorneys' 
fees incurred by the holder hereof on account of such collection, whether or 
not suit is filed hereon.

     11.  WAIVER: The waiver by Lender of any breach of or default under any 
term, covenant or condition contained herein or in any other agreement 
referred to above shall not be

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deemed to be a waiver of any subsequent breach of or default under the same 
or any other such term, covenant or condition.

     12.  NO USURY: Borrower hereby represents and warrants that at no time 
shall the proceeds of the indebtedness evidenced hereby be used 'primarily 
for personal, family, or household purposes' as that term is defined and 
used in Article XV of the California Constitution (as amended from time to 
time). Anything in this Note to the contrary notwithstanding, it is expressly 
stipulated and agreed that the intent of Borrower and Lender is to comply at 
all times with all usury and other laws relating to this Note. If the laws 
of the State of California would now or hereafter render usurious, or are 
revised, repealed or judicially interpreted so as to render usurious, any 
amount called for under this Note, or contracted for, charged or received with 
respect to the loan evidenced by this Note, or if any prepayment by Borrower 
results in Borrower's having paid any interest in excess of that permitted by 
law, then it is Borrower's and Lender's express intent that all excess amounts 
theretofore collected by Lender be credited to the principal balance of this 
Note (or, if this Note has been paid in full, refunded to Borrower), and the 
provisions of this Note immediately be deemed reformed and the amounts 
therefor collectible hereunder reduced, without the necessity of execution of 
any new document, so as to comply with the then applicable law, but so as to 
permit the recovery of the fullest amount otherwise called for hereunder.

     13.  PREPAYMENT: Borrower may prepay all or any portion of this Note at 
any time prior to the stated maturity date, with no premium or penalty.

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     14. GENERAL PROVISIONS: This Note shall be governed by and construed in 
accordance with the laws of the State of California. The maker of this Note 
hereby waives presentment for payment, protest and demand, notice of protest, 
demand and dishonor and nonpayment of this Note, and consents that Lender may 
extend the time for payment or otherwise modify the terms of payment or any 
part of the whole of the debt evidenced by this Note, at the request of any 
person liable hereon, and such consent shall not alter nor diminish the 
liability of any person. Borrower hereby waives the defense of the statute of 
limitations in any action on this Note to the extent permitted by law. All 
covenants of liability shall be a joint and several obligation.

     15. THIS NOTE, THE DEED OF TRUST AND ALL RELATED DOCUMENTATION ARE 
EXECUTED VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE ON THE PART OF 
OR ON BEHALF OF THE PARTIES HERETO, WITH THE FULL INTENT OF CREATING THE 
OBLIGATIONS AND SECURITY INTERESTS DESCRIBED HEREIN AND THEREIN. THE PARTIES 
ACKNOWLEDGE THAT: (a) THEY HAVE READ SUCH DOCUMENTATION; (b) THEY HAVE BEEN 
REPRESENTED IN THE PREPARATION, NEGOTIATION AND EXECUTION OF SUCH 
DOCUMENTATION BY LEGAL COUNSEL OF THEIR OWN CHOICE OR THAT THEY HAVE 
VOLUNTARILY DECLINED TO SEEK SUCH COUNSEL; (c) THEY UNDERSTAND THE TERMS AND 
CONSEQUENCES OF THIS NOTE, THE DEED OF TRUST AND ALL RELATED DOCUMENTATION 
AND THE OBLIGATIONS THEY CREATE; AND (d) THEY ARE FULLY AWARE OF THE LEGAL 
AND BINDING EFFECT OF THIS NOTE, THE

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DEED OF TRUST AND THE OTHER DOCUMENTS CONTEMPLATED BY THIS AGREEMENT.

                          AS BORROWER:

                          Bill X. Huang and Minnie Huang, husband and wife, 
                          as joint tenants

                          /s/ Bill X. Huang
                          ----------------------------------------
                          Bill X. Huang

                          /s/ Minnie Huang
                          ----------------------------------------
                          Minnie Huang


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