Indemnification Agreement - UTStarcom Inc.


                                 UTSTARCOM, INC.

                            INDEMNIFICATION AGREEMENT

         This Indemnification Agreement ('AGREEMENT') is entered into as of the
_____ day of _____________, 1998 by and between UTStarcom, Inc., a Delaware
corporation (the 'COMPANY') and _______________ ('INDEMNITEE').

                                    RECITALS

         A.The Company and Indemnitee recognize the continued difficulty in
obtaining liability insurance for its directors, officers, employees, agents and
fiduciaries, the significant increases in the cost of such insurance and the
general reductions in the coverage of such insurance.

         B.The Company and Indemnitee further recognize the substantial increase
in corporate litigation in general, subjecting directors, officers, employees,
agents and fiduciaries to expensive litigation risks at the same time as the
availability and coverage of liability insurance has been severely limited.

         C.Indemnitee does not regard the current protection available as
adequate under the present circumstances, and Indemnitee and other directors,
officers, employees, agents and fiduciaries of the Company may not be willing to
continue to serve in such capacities without additional protection.

         D.The Company desires to attract and retain the services of highly
qualified individuals, such as Indemnitee, to serve the Company and, in part, in
order to induce Indemnitee to continue to provide services to the Company,
wishes to provide for the indemnification and advancing of expenses to
Indemnitees to the maximum extent permitted by law.

         E.In view of the considerations set forth above, the Company desires
that Indemnitee be indemnified by the Company as set forth herein.

         NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:

         1.    INDEMNIFICATION.

               (a) GENERAL RIGHT TO INDEMNIFICATION. The Company shall indemnify
to the fullest extent permitted by law if Indemnitee was or is or becomes a
party to or witness or other participant in, or are threatened to be made a
party to or witness or other participant in, any threatened, pending or
completed action, suit, proceeding or alternative dispute resolution mechanism,
or any hearing, inquiry or investigation that Indemnitee in good faith believes
might lead to the institution of any such action, suit, proceeding or
alternative dispute resolution mechanism, whether civil, criminal,
administrative, investigative or other (hereinafter a 'CLAIM'), by reason of (or
arising in part out of) any event or occurrence related to the fact that
Indemnitee is or was a director, officer, employee,




agent or fiduciary of the Company, or any subsidiary of the Company, or is or 
was serving at the request of the Company as a director, officer, employee, 
agent or fiduciary of another corporation, partnership, joint venture, trust 
or other enterprise, or by reason of any action or inaction on the part of 
Indemnitee while serving in such capacity (hereinafter an 'INDEMNIFIABLE 
EVENT'), and the Indemnitee shall be indemnified and held harmless by the 
Company to the fullest extent permitted by law, against any and all costs, 
charges, expenses, liabilities, losses, (including attorneys' fees and all 
other costs, expenses and obligations incurred in connection with 
investigating, defending, being a witness in or participating in (including 
on appeal), or preparing to defend, be a witness in or participate in, any 
such action, suit, proceeding, alternative dispute resolution mechanism, 
hearing, inquiry or investigation), judgments, fines, penalties and amounts 
paid in settlement (if such settlement is approved in advance by the Company, 
which approval shall not be unreasonably withheld) of such Claim and any 
federal, state, local or foreign taxes imposed on Indemnitees as a result of 
the actual or deemed receipt of any payments under this Agreement 
(collectively, hereinafter 'EXPENSES'), including all interest, assessments 
and other charges paid or payable in connection with or in respect of such 
Expenses. Such indemnification shall continue as to the Indemnitee when the 
Indemnitee ceases to be a director, officer, employee, agent or fiduciary of 
the Company or any subsidiary of the Company (or to serve another entity at 
the request of the Company) and shall inure to the benefit of the 
Indemnitee's heirs, personal representatives and estate. Such payment of 
Expenses shall be made by the Company as soon as practicable but in any event 
no later than twenty days after written demand by Indemnitees therefor is 
presented to the Company.
          

               (b) REVIEWING PARTY. Notwithstanding the foregoing, (i) the
obligations of the Company under Section 1(a) shall be subject to the condition
that the Reviewing Party (as described in Section 10(e) hereof) shall not have
determined (in a written opinion, in any case in which the Independent Legal
Counsel referred to in Section 1(c) hereof is involved) that Indemnitee would
not be permitted to be indemnified under applicable law, and (ii) the obligation
of the Company to make an advance payment of Expenses to Indemnitee pursuant to
Section 2(a) (an 'EXPENSE ADVANCE') shall be subject to the condition that, if,
when and to the extent that the Reviewing Party determines that Indemnitee would
not be permitted to be so indemnified under applicable law, the Company shall be
entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the
Company) for all such amounts theretofore paid; provided, however, that if
Indemnitee has commenced or thereafter commences legal proceedings in a court of
competent jurisdiction to secure a determination that Indemnitee should be
indemnified under applicable law, any determination made by the Reviewing Party
that Indemnitee would not be permitted to be indemnified under applicable law
shall not be binding and Indemnitee shall not be required to reimburse the
Company for any Expense Advance until a final judicial determination is made
with respect thereto (as to which all rights of appeal therefrom have been
exhausted or lapsed). The Indemnitee's obligation to reimburse the Company for
any Expense Advance shall be unsecured and no interest shall be charged thereon.
If there has not been a Change in Control (as defined in Section 10(c) hereof),
the Reviewing Party shall be selected by the Board of Directors, and if there
has been such a Change in Control (other than a Change in Control which has been
approved by a majority of the persons surviving as members of the Company's
Board of Directors who comprised the Company's Board of Directors immediately
prior to such Change in Control), the Reviewing Party shall be the Independent
Legal Counsel referred to in Section 1(c) hereof. If there has been no
determination by the Reviewing 

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Party or if the Reviewing Party determines that Indemnitee substantively 
would not be permitted to be indemnified in whole or in part under applicable 
law, Indemnitee shall have the right to commence litigation seeking an 
initial determination by the court or challenging any such determination by 
the Reviewing Party or any aspect thereof, including the legal or factual 
bases therefor, and the Company hereby consents to service of process and to 
appear in any such proceeding. Any determination by the Reviewing Party 
otherwise shall be conclusive and binding on the Company and Indemnitee. 

               (c) CHANGE IN CONTROL. The Company agrees that if there is a
Change in Control of the Company (other than a Change in Control which has been
approved by a majority of the persons surviving as members of the Company's
Board of Directors who were directors immediately prior to such Change in
Control) then, with respect to all matters thereafter arising concerning the
rights of Indemnitees to payments of Expenses and Expense Advances under this
Agreement or any other agreement or under the Company's Certificate of
Incorporation or Bylaws as now or hereafter in effect, Independent Legal Counsel
(as defined in Section 10(d) hereof) shall be selected by the Indemnitee and
approved by the Company (which approval shall not be unreasonably withheld).
Such counsel, among other things, shall render its written opinion to the
Company and Indemnitee as to whether and to what extent Indemnitee would be
permitted to be indemnified under applicable law, and the Company agrees to
abide by such opinion. The Company agrees to pay the reasonable fees of the
Independent Legal Counsel referred to above and to fully indemnify such counsel
against any and all expenses (including attorneys' fees), claims, liabilities
and damages arising out of or relating to this Agreement or its engagement
pursuant hereto. 

               (d) MANDATORY PAYMENT OF EXPENSES. Notwithstanding any other
provision of this Agreement other than Section 9 hereof, to the extent that
Indemnitee has been successful on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, in defense of any
action, suit, proceeding, inquiry or investigation referred to in Section (1)(a)
hereof or in the defense of any Claim, issue or matter covered by the Agreement,
or in defense of any Claim, issue or matter therein, Indemnitee shall be
indemnified against all Expenses incurred by Indemnitee or on Indemnitee's
behalf in connection therewith. 

     2. EXPENSES; INDEMNIFICATION PROCEDURE. 

               (a) ADVANCEMENT OF EXPENSES. The Company shall advance all
Expenses incurred by Indemnitee. The advances to be made hereunder shall be paid
by the Company to Indemnitee as soon as practicable but in any event no later
than twenty days after written demand by Indemnitee therefor to the Company.

               (b) NOTICE/COOPERATION BY INDEMNITEE. Indemnitee shall, as a
condition precedent to Indemnitee's right to be indemnified under this
Agreement, give the Company notice in writing as soon as practicable of any
Claim made against Indemnitee for which indemnification will or could be sought
under this Agreement. Notice to the Company shall be directed to the Chief
Executive Officer of the Company at the address shown on the signature page of
this Agreement (or such other address as the Company shall designate in writing
to Indemnitee). In addition, Indemnitee shall give 

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the Company such information and cooperation as it may reasonably require and 
as shall be within Indemnitee's power. 

               (c) NO PRESUMPTIONS; BURDEN OF PROOF. For purposes of this
Agreement, the termination of any Claim by judgment, order, settlement (whether
with or without court approval) or conviction, or upon a plea of NOLO
CONTENDERE, or its equivalent, shall not create a presumption that Indemnitee
did not meet any particular standard of conduct or have any particular belief or
that a court has determined that indemnification is not permitted by applicable
law. In addition, neither the failure of the Reviewing Party to have made a
determination as to whether Indemnitee has met any particular standard of
conduct or had any particular belief, nor an actual determination by the
Reviewing Party that Indemnitee has not met such standard of conduct or did not
have such belief, prior to the commencement of legal proceedings by Indemnitee
to secure a judicial determination that Indemnitee should be indemnified under
applicable law, shall be a defense to Indemnitee's claim or create a presumption
that Indemnitee has not met any particular standard of conduct or did not have
any particular belief. In connection with any determination by the Reviewing
Party or otherwise as to whether Indemnitee is entitled to be indemnified
hereunder, the burden of proof shall be on the Company to establish that
Indemnitee is not so entitled. 

               (d) NOTICE TO INSURERS. If, at the time of the receipt by the
Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has
liability insurance in effect which may cover such Claim, the Company shall give
prompt notice of the commencement of such Claim to the insurers in accordance
with the procedures set forth in the respective policies. The Company shall
thereafter take all necessary or desirable action to cause such insurers to pay,
on behalf of Indemnitee, all amounts payable as a result of such action, suit,
proceeding, inquiry or investigation in accordance with the terms of such
policies. 

               (e) SELECTION OF COUNSEL. In the event the Company shall be
obligated hereunder to pay the Expenses of any Claim, the Company shall be
entitled to assume the defense of such Claim with counsel approved by
Indemnitee, which approval shall not be unreasonably withheld, upon the delivery
to Indemnitee of written notice of its election so to do. After delivery of such
notice, approval of such counsel by Indemnitee and the retention of such counsel
by the Company, the Company will not be liable to Indemnitee under this
Agreement for any fees of counsel subsequently incurred by Indemnitee with
respect to the same Claim; provided that, (i) Indemnitee shall have the right to
employ Indemnitee's counsel in any such Claim at Indemnitee's expense and (ii)
if (A) the employment of counsel by Indemnitee has been previously authorized by
the Company, (B) Indemnitee shall have reasonably concluded that there is a
conflict of interest between the Company and Indemnitee in the conduct of any
such defense, or (C) the Company shall not continue to retain such counsel to
defend such Claim, then the fees and expenses of Indemnitee's counsel shall be
at the expense of the Company. The Company shall have the right to conduct such
defense as it sees fit in its sole discretion, including the right to settle any
claim against Indemnitee without the consent of the Indemnitee. 

     3. ADDITIONAL INDEMNIFICATION RIGHTS; NONEXCLUSIVITY. 


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               (a) SCOPE. The Company hereby agrees to indemnify Indemnitee to
the fullest extent permitted by law, notwithstanding that such indemnification
is not specifically authorized by the other provisions of this Agreement, the
Company's Certificate of Incorporation, the Company's Bylaws or by statute. In
the event of any change after the date of this Agreement in any applicable law,
statute or rule which expands the right of a Delaware corporation to indemnify a
member of its Board of Directors or an officer, employee, agent or fiduciary, it
is the intent of the parties hereto that Indemnitee shall enjoy by this
Agreement the greater benefits afforded by such change. In the event of any
change in any applicable law, statute or rule which narrows the right of a
Delaware corporation to indemnify a member of its Board of Directors or an
officer, employee, agent or fiduciary, such change, to the extent not otherwise
required by such law, statute or rule to be applied to this Agreement, shall
have no effect on this Agreement or the parties' rights and obligations
hereunder except as set forth in Section 8(a) hereof. 

               (b) NONEXCLUSIVITY. The indemnification and advances provided by
this Agreement shall be in addition to any rights to which Indemnitee may be
entitled under the Company's Certificate of Incorporation, its Bylaws, any
agreement, any vote of stockholders or disinterested directors, the General
Corporation Law of the State of Delaware, or otherwise. The indemnification
provided under this Agreement shall continue as to Indemnitee for any action
Indemnitee took or did not take while serving in an indemnified capacity even
though Indemnitee may have ceased to serve in such capacity. 

     4. NO DUPLICATION OF PAYMENTS. The Company shall not be liable under this
Agreement to make any payment in connection with any Claim made against
Indemnitee to the extent Indemnitee has otherwise actually received payment
(under any insurance policy, Certificate of Incorporation, Bylaw or otherwise)
of the amounts otherwise indemnifiable hereunder. 

     5. PARTIAL INDEMNIFICATION. If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Company for some or a portion of
Expenses incurred in connection with any Claim, but not, however, for all of the
total amount thereof, the Company shall nevertheless indemnify Indemnitee for
the portion of such Expenses to which Indemnitee is entitled. 

     6. MUTUAL ACKNOWLEDGMENT. Both the Company and Indemnitee acknowledge that
in certain instances, Federal law or applicable public policy may prohibit the
Company from indemnifying its directors, officers, employees, agents or
fiduciaries under this Agreement or otherwise. Indemnitee understands and
acknowledges that if the Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), the
Company may be required to undertake with the Securities and Exchange Commission
to submit the question of indemnification to a court in certain circumstances
for a determination of the Company's right under public policy to indemnify
Indemnitee. 

     7. LIABILITY INSURANCE. The Company shall, from time to time, make the good
faith determination whether or not it is practicable for the Company to obtain
and maintain a policy or policies of insurance with reputable insurance
companies providing the officers and directors of the Company with coverage for
losses from wrongful acts, or to ensure the Company's performance of

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its indemnification obligations under this Agreement. Among other 
considerations, the Company will weigh the costs of obtaining such insurance 
coverage against the protection afforded by such coverage. In all policies of 
directors' and officers' liability insurance, Indemnitee shall be named as an 
insured in such a manner as to provide Indemnitee the same rights and 
benefits as are accorded to the most favorably insured of the Company's 
directors, if Indemnitee is a director; or of the Company's officers, if 
Indemnitee is not a director of the Company but is an officer; or of the 
Company's key employees, if Indemnitee is not an officer or director but is a 
key employee. Notwithstanding the foregoing, the Company shall have no 
obligation to obtain or maintain such insurance if the Company determines in 
good faith that such insurance is not reasonably available, if the premium 
costs for such insurance are disproportionate to the amount of coverage 
provided, if the coverage provided by such insurance is limited by exclusions 
so as to provide an insufficient benefit, or if Indemnitee is covered by 
similar insurance maintained by a subsidiary or parent of the Company. 

     8. EXCEPTIONS. Any other provision herein to the contrary notwithstanding,
the Company shall not be obligated pursuant to the terms of this Agreement: 

               (a) EXCLUDED ACTION OR OMISSIONS. To indemnify Indemnitee for
Expenses resulting from acts, omissions or transactions for which Indemnitee is
prohibited from receiving indemnification under this Agreement or applicable
law;

               (b) CLAIMS INITIATED BY INDEMNITEE. To indemnify or advance
expenses to Indemnitee with respect to Claims initiated or brought voluntarily
by Indemnitee and not by way of defense, except (i) with respect to actions or
proceedings brought to establish or enforce a right to indemnification under
this Agreement or any other agreement or insurance policy or under the Company's
Certificate of Incorporation or Bylaws now or hereafter in effect relating to
Claims for Indemnifiable Events, (ii) in specific cases if the Board of
Directors has approved the initiation or bringing of such Claim, or (iii) as
otherwise required under Section 145 of the Delaware General Corporation Law,
regardless of whether Indemnitee ultimately is determined to be entitled to such
indemnification, advance expense payment or insurance recovery, as the case may
be;

               (c) LACK OF GOOD FAITH. To indemnify Indemnitee for any expenses
incurred by Indemnitee with respect to any proceeding instituted by Indemnitee
to enforce or interpret this Agreement, if a court of competent jurisdiction
determines that each of the material assertions made by Indemnitee in such
proceeding was not made in good faith or was frivolous; or

               (d) CLAIMS UNDER SECTION 16(b). To indemnify Indemnitee for
expenses and the payment of profits arising from the purchase and sale by
Indemnitee of securities in violation of Section 16(b) of the Exchange Act, or
any similar successor statute if the Company is subject to the informational
requirements of the Exchange Act.

     9. CONSTRUCTION OF CERTAIN PHRASES.

               (a) For purposes of this Agreement, references to the 'Company'
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a con-

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stituent) absorbed in a consolidation or merger which, if its separate 
existence had continued, would have had power and authority to indemnify its 
directors, officers, employees, agents or fiduciaries, so that if Indemnitee 
is or was a director, officer, employee, agent or fiduciary of such 
constituent corporation, or is or was serving at the request of such 
constituent corporation as a director, officer, employee, agent or fiduciary 
of another corporation, partnership, joint venture, employee benefit plan, 
trust or other enterprise, Indemnitee shall stand in the same position under 
the provisions of this Agreement with respect to the resulting or surviving 
corporation as Indemnitee would have with respect to such constituent 
corporation if its separate existence had continued.

               (b) For purposes of this Agreement, references to 'other
enterprises' shall include employee benefit plans; references to 'fines' shall
include any excise taxes assessed on Indemnitee with respect to an employee
benefit plan; and references to 'serving at the request of the Company' shall
include any service as a director, officer, employee, agent or fiduciary of the
Company which imposes duties on, or involves services by, such director,
officer, employee, agent or fiduciary with respect to an employee benefit plan,
its participants or its beneficiaries; and if Indemnitee acted in good faith and
in a manner Indemnitee reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan, Indemnitee shall be
deemed to have acted in a manner 'not opposed to the best interests of the
Company' as referred to in this Agreement.

               (c) For purposes of this Agreement a 'Change in Control' shall be
deemed to have occurred IF, ON OR AFTER THE DATE OF THIS AGREEMENT, (i) any
'person' (as such term is used in Sections 13(d) and 14(d) of the Exchange Act),
other than a trustee or other fiduciary holding securities under an employee
benefit plan of the Company acting in such capacity or a corporation owned
directly or indirectly by the stockholders of the Company in substantially the
same proportions as their ownership of stock of the Company, becomes the
'beneficial owner' (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing more than 50% of the
total voting power represented by the Company's then outstanding Voting
Securities, (ii) during any period of two consecutive years, individuals who at
the beginning of such period constitute the Board of Directors of the Company
and any new director whose election by the Board of Directors or nomination for
election by the Company's stockholders was approved by a vote of at least two
thirds (2/3) of the directors then still in office who either were directors at
the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a majority thereof,
or (iii) the stockholders of the Company approve a merger or consolidation of
the Company with any other corporation other than a merger or consolidation
which would result in the Voting Securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into Voting Securities of the surviving
entity) at least 80% of the total voting power represented by the Voting
Securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation, or the stockholders of the Company approve a plan
of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of (in one transaction or a series of related
transactions) all or substantially all of the Company's assets.

               (d) For purposes of this Agreement, 'Independent Legal Counsel'
shall mean an attorney or firm of attorneys, selected in accordance with the
provisions of Section 1(c) hereof, who 

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shall not have otherwise performed services for the Company or Indemnitees 
within the last three years (other than with respect to matters concerning 
the rights of Indemnitees under this Agreement, or of other indemnitees under 
similar indemnity agreements).

               (e) For purposes of this Agreement, a 'Reviewing Party' shall
mean any appropriate person or body consisting of a member or members of the
Company's Board of Directors or any other person or body appointed by the Board
of Directors who is not a party to the particular Claim for which Indemnitee are
seeking indemnification, or Independent Legal Counsel. 

               (f) For purposes of this Agreement, 'Voting Securities' shall
mean any securities of the Company that vote generally in the election of
directors. 

     10. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original. 

     11. BINDING EFFECT; SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the parties hereto and
their respective successors, assigns, including any direct or indirect successor
by purchase, merger, consolidation or otherwise to all or substantially all of
the business and/or assets of the Company, spouses, heirs, and personal and
legal representatives. The Company shall require and cause any successor
(whether direct or indirect by purchase, merger, consolidation or otherwise) to
all, substantially all, or a substantial part, of the business and/or assets of
the Company, by written agreement in form and substance satisfactory to
Indemnitee, expressly to assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform if
no such succession had taken place. This Agreement shall continue in effect with
respect to Claims relating to Indemnifiable Events regardless of whether
Indemnitee continues to serve as a director, officer, employee, agent or
fiduciary of the Company or of any other enterprise at the Company's request.

     12. ATTORNEYS' FEES. In the event that any action is instituted by
Indemnitee under this Agreement or under any liability insurance policies
maintained by the Company to enforce or interpret any of the terms hereof or
thereof, Indemnitee shall be entitled to be paid all Expenses incurred by
Indemnitee with respect to such action, regardless of whether Indemnitee is
ultimately successful in such action, and shall be entitled to the advancement
of Expenses with respect to such action, unless, as a part of such action, a
court of competent jurisdiction over such action determines that each of the
material assertions made by Indemnitee as a basis for such action was not made
in good faith or was frivolous. In the event of an action instituted by or in
the name of the Company under this Agreement to enforce or interpret any of the
terms of this Agreement, Indemnitee shall be entitled to be paid all Expenses
incurred by Indemnitee in defense of such action (including costs and expenses
incurred with respect to Indemnitee's counterclaims and cross-claims made in
such action), and shall be entitled to the advancement of Expenses with respect
to such action, unless, as a part of such action, a court having jurisdiction
over such action determines that each of Indemnitee's material defenses to such
action was made in bad faith or was frivolous. 

     13. NOTICE. All notices and other communications required or permitted
hereunder shall be in writing, shall be effective when given, and shall in any
event be deemed to be given (a) five (5) 

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days after deposit with the U.S. Postal Service or other applicable postal 
service, if delivered by first class mail, postage prepaid, (b) upon 
delivery, if delivered by hand, (c) one business day after the business day 
of deposit with Federal Express or similar overnight courier, freight 
prepaid, or (d) one day after the business day of delivery by facsimile 
transmission, if delivered by facsimile transmission, with copy by first 
class mail, postage prepaid, and shall be addressed if to Indemnitee, at the 
Indemnitee's address as set forth beneath Indemnitee's signature to this 
Agreement and if to the Company at the address of its principal corporate 
offices (attention: Secretary) or at such other address as such party may 
designate by ten days' advance written notice to the other party hereto. 

     14. CONSENT TO JURISDICTION. The Company and Indemnitee each hereby
irrevocably consent to the jurisdiction of the courts of the State of Delaware
for all purposes in connection with any action or proceeding which arises out of
or relates to this Agreement and agree that any action instituted under this
Agreement shall be commenced, prosecuted and continued only in the Court of
Chancery of the State of Delaware in and for New Castle County, which shall be
the exclusive and only proper forum for adjudicating such a claim. 

     15. SEVERABILITY. The provisions of this Agreement shall be severable in
the event that any of the provisions hereof (including any provision within a
single section, paragraph or sentence) are held by a court of competent
jurisdiction to be invalid, void or otherwise unenforceable, and the remaining
provisions shall remain enforceable to the fullest extent permitted by law.
Furthermore, to the fullest extent possible, the provisions of this Agreement
(including, without limitations, each portion of this Agreement containing any
provision held to be invalid, void or otherwise unenforceable, that is not
itself invalid, void or unenforceable) shall be construed so as to give effect
to the intent manifested by the provision held invalid, illegal or
unenforceable. 

     16. CHOICE OF LAW. This Agreement shall be governed by and its provisions
construed and enforced in accordance with the laws of the State of Delaware, as
applied to contracts between Delaware residents, entered into and to be
performed entirely within the State of Delaware, without regard to the conflict
of laws principles thereof. 

     17. SUBROGATION. In the event of payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights of
recovery of Indemnitee who shall execute all documents required and shall do all
acts that may be necessary to secure such rights and to enable the Company
effectively to bring suit to enforce such rights. 

     18. AMENDMENT AND TERMINATION. No amendment, modification, termination or
cancellation of this Agreement shall be effective unless it is in writing signed
by both the parties hereto. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provisions hereof
(whether or not similar) nor shall such waiver constitute a continuing waiver.

     19. INTEGRATION AND ENTIRE AGREEMENT. This Agreement sets forth the entire
understanding between the parties hereto and supersedes and merges all previous
written and oral negotiations, commitments, understandings and agreements
relating to the subject matter hereof between the parties hereto. 

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     20. NO CONSTRUCTION AS EMPLOYMENT AGREEMENT. Nothing contained in this
Agreement shall be construed as giving Indemnitee any right to be retained in
the employ of the Company or any of its subsidiaries.




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

         UTSTARCOM, INC.,

         a Delaware corporation

         By:      
            -------------

            Hong Lu

            President and Chief Executive Officer

         AGREED TO AND ACCEPTED BY:

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

         (Signature of Indemnitee)

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

         (Type Name)

         Address:
                 -------------
                                   --------------

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