Common Stock Purchase Warrant - UTStarcom Inc. and Talent Group International Ltd.


                           COMMON STOCK PURCHASE WARRANT

THIS WARRANT HAS BEEN, AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED
PURSUANT TO THE EXERCISE OF THIS WARRANT (THE 'SHARES') WILL BE, ACQUIRED SOLELY
FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY
DISTRIBUTION THEREOF.  NEITHER THIS WARRANT NOR THE SHARES (TOGETHER, THE
'SECURITIES') HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE 'ACT'), OR ANY STATE SECURITIES LAWS.  SUCH SECURITIES MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR
AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH
DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS
OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS.

NO. 6


                                  UTSTARCOM, INC. 

WARRANT TO PURCHASE TWO HUNDRED FIFTY THOUSAND (250,000) SHARES OF COMMON STOCK


                                   _____________  

       THIS CERTIFIES THAT, for value received, Talent Group International, 
Ltd., a corporation organized under the laws of Hong Kong (the 'HOLDER') is 
entitled to subscribe for and purchase from UTStarcom, Inc., a Delaware 
corporation (the 'COMPANY'), 250,000 shares (as adjusted pursuant to Section 4 
hereof) of the fully paid and nonassessable Common Stock, $.0025 par value (the 
'SHARES'), of the Company at the price of $12.50 per share (the 'EXERCISE 
PRICE') (as adjusted pursuant to Section 4 hereof), subject to the provisions 
and upon the terms and conditions hereinafter set forth.

       This Warrant is subject to the following terms and conditions:

       1.     TERM AND VESTING.

              (a)    TERM.  Subject to vesting requirements set forth in 
Section 1(b) below, this Warrant is exercisable, in whole or in part, any time 
from and after the date of issuance of this Warrant and prior to the earlier 
of: (i) December 11, 2003; (ii) the consummation of the Company's initial 
public offering of its capital stock pursuant to a registration statement filed 
under the Securities Act of 1933, as amended (the 'ACT'); and (iii) the 
consummation of a liquidation, 



dissolution or winding up of the Company as set forth in the Company's 
Certificate of Incorporation.  The Company shall be obligated to provide Holder 
with written notice of termination of this Warrant at least 30 days prior 
thereto.

              (b)    VESTING.  The right to purchase the Shares hereunder shall 
vest and become exercisable as follows:  100% of the Shares subject to this 
Warrant are immediately vested.

       2.     METHOD OF EXERCISE; PAYMENT.

              (a)    CASH EXERCISE.  The purchase rights represented by this 
Warrant may be exercised by the Holder, in whole or in part, from time to time 
at the principal office of the Company, by delivering a completed and duly 
executed Notice of Exercise (attached hereto as EXHIBIT A) and by the payment 
to the Company of an amount equal to the Exercise Price multiplied by the 
number of the Shares being purchased, which amount may be paid, at the election 
of the Holder, by wire transfer or certified check payable to the order of the 
Company. The person or persons in whose name(s) any certificate(s) representing 
Shares shall be issuable upon exercise of this Warrant shall be deemed to have 
become the holder(s) of record of, and shall be treated for all purposes as the 
record holder(s) of, the Shares represented thereby (and such Shares shall be 
deemed to have been issued) immediately prior to the close of business on the 
date or dates upon which this Warrant is exercised.

              (b)    STOCK CERTIFICATES.  In the event of any exercise of the 
rights represented by this Warrant, certificates for the shares of Common Stock 
so purchased shall be delivered to the Holder within a reasonable time and, 
unless this Warrant has been fully exercised or has expired, a new Warrant 
representing the shares with respect to which this Warrant shall not have been 
exercised shall also be issued to the Holder within such time.  

       3.     STOCK FULLY PAID; RESERVATION OF SHARES.  All of the Shares 
issuable upon the exercise of the rights represented by this Warrant will, upon 
issuance and receipt of the Exercise Price therefor, be fully paid and 
nonassessable, and free from all preemptive rights, rights of first refusal or 
first offer, taxes, liens and charges with respect to the issuance thereof. 
During the period within which the rights represented by this Warrant may be 
exercised, the Company shall at all times have authorized and reserved for 
issuance sufficient shares of its Common Stock to provide for the exercise of 
the rights represented by this Warrant.

       4.     ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES.  Subject to 
the provisions of Section 1 hereof, the number and kind of Shares purchasable 
upon the exercise of this Warrant and the Exercise Price therefor shall be 
subject to adjustment from time to time upon the occurrence of certain events, 
as follows:

              (a)    RECLASSIFICATION, CONSOLIDATION OR MERGER.  In case of any 
reclassification of the Common Stock (other than a change in par value, or as a 
result of a subdivision or combination), or in case of any consolidation or 
merger of the Company with or into another corporation (other than a 
consolidation or merger with another corporation in which the Company is a 
continuing corporation and in which the Company's stockholders immediately 
preceding such consolidation or 


                                      -2-



merger own at least 50% of the voting securities of the Company following such 
consolidation or merger and which does not result in any reclassification of 
the Shares issuable upon exercise of this Warrant), or in case of any sale of 
all or substantially all of the assets of the Company, the Company, or such 
successor or purchasing corporation as the case may be, shall execute a new 
Warrant, providing that the holder of this Warrant shall have the right to 
exercise such new Warrant, and procure upon such exercise and payment of the 
same aggregate Exercise Price, in lieu of the Shares of Common Stock 
theretofore issuable upon exercise of this Warrant, the kind and amount of 
shares of stock, other securities, money and property receivable upon such 
reclassification, change, consolidation, sale of all or substantially all of 
the Company's assets or merger by a holder of an equivalent number of shares of 
Common Stock.  Such new Warrant shall provide for adjustments which shall be as 
nearly equivalent as may be practicable to the adjustments provided for in this 
Section 4.  The provisions of this subsection (a), subject to Section 1 hereof, 
shall similarly apply to successive reclassifications, consolidations, mergers, 
and the sale of all or substantially all of the Company's assets.

              (b)    STOCK SPLITS, DIVIDENDS AND COMBINATIONS.  In the event 
that the Company shall at any time subdivide the outstanding shares of Common 
Stock, or shall issue a stock dividend on its outstanding shares of Common 
Stock, the number of Shares issuable upon exercise of this Warrant immediately 
prior to such subdivision or to the issuance of such stock dividend shall be 
proportionately increased, and the Exercise Price shall be proportionately 
decreased, and in the event that the Company shall at any time combine the 
outstanding shares of Common Stock, the number of Shares issuable upon exercise 
of this Warrant immediately prior to such combination shall be proportionately 
decreased, and the Exercise Price shall be proportionately increased, effective 
at the close of business on the date of such subdivision, stock dividend or 
combination, as the case may be.

       5.     NOTICES.

              (a)    Upon any adjustment of the Exercise Price and any increase 
or decrease in the number of Shares purchasable upon the exercise of this 
Warrant in accordance with Section 4 hereof, then, and in each such case, the 
Company, within thirty (30) days thereafter, shall give written notice thereof 
to the Holder at the address of such Holder as shown on the books of the 
Company which notice shall state the Exercise Price as adjusted and, if 
applicable, the increased or decreased number of Shares purchasable upon the 
exercise of this Warrant, setting forth in reasonable detail the method of 
calculation of each.

              (b)    Any written notice by the Company required or permitted 
hereunder shall be given by hand delivery or first class mail, postage prepaid, 
addressed to the Holder at the address shown on the books of the Company for 
the Holder.

       6.     NON-TRANSFERABILITY OF WARRANT.  This Warrant is not assignable 
or otherwise transferable by the Holder without the written consent of the 
Company. Notwithstanding the foregoing, the terms and provisions of this 
Warrant shall inure to the benefit of, and be binding upon, the Company and its 
successors and assigns.


                                      -3-



       7.     CONDITION OF EXERCISE OF WARRANT.

              (a)    Unless exercised pursuant to an effective registration 
statement under the Act which includes the Shares so exercised, it shall be a 
condition to any exercise of this Warrant that the Company shall have received, 
at the time of such exercise, a representation in writing from the recipient in 
the form attached hereto as EXHIBIT A-1, that the Shares being issued upon 
exercise, are being acquired for investment and not with a view to any sale or 
distribution thereof.

              (b)    Each certificate evidencing the Shares issued upon 
exercise of this Warrant, shall be stamped or imprinted with a legend 
substantially in the following form:

       THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
       INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY
       DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
       ACT OF 1933, AS AMENDED (THE 'ACT') OR ANY STATE SECURITIES LAWS.  SUCH
       SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN 
       THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY 
       TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED 
       UNDER THE ACT. 

       Subject to this Section 7, the Company may instruct its transfer agent 
not to register the transfer of all or a part of this Warrant, or any of the 
Shares, unless one of the conditions specified in the above legend is satisfied.

       8.     FRACTIONAL SHARES.  No fractional shares of Common Stock will be 
issued in connection with any exercise hereunder, but in lieu of such 
fractional shares the Company shall make a cash payment therefor upon the basis 
of the Exercise Price then in effect.

       9.     REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  The Company 
represents and warrants to the Holder as follows:

              (a)    This Warrant has been duly authorized and executed by the 
Company and is a valid and binding obligation of the Company enforceable in 
accordance with its terms;

              (b)    The Shares have been duly authorized and reserved for 
issuance by the Company and, when issued in accordance with the terms hereof, 
will be validly issued, fully paid and nonassessable;

              (c)    The rights, preferences, privileges and restrictions 
granted to or imposed upon the Shares and the holders thereof are as set forth 
in the Company's Certificate of Incorporation, a true and complete copy of 
which has been delivered to the original Holder of this Warrant; and


                                      -4-



              (d)    The execution and delivery of this Warrant are not, and 
the issuance of the Shares upon exercise of this Warrant in accordance with the 
terms hereof will not be, inconsistent with the Company's Certificate of 
Incorporation or Bylaws, as amended.

       10.    REPRESENTATIONS AND WARRANTIES BY THE HOLDER.  The Holder 
represents and warrants to the Company as follows:

              (a)    This Warrant is being acquired for its own account, for 
investment and not with a view to, or for resale in connection with, any 
distribution or public offering thereof within the meaning of the Act.  Upon 
exercise of this Warrant, the Holder shall, if so requested by the Company, 
confirm in writing, in a form reasonably satisfactory to the Company, that the 
Shares issuable upon exercise of this Warrant are being acquired for investment 
and not with a view toward distribution or resale.

              (b)    The Holder understands that the Warrant and the Shares 
have not been registered under the Act by reason of their issuance in a 
transaction exempt from the registration and prospectus delivery requirements 
of the Act pursuant to Section 4(2) thereof, and that they must be held by the 
Holder indefinitely, and that the Holder must therefore bear the economic risk 
of such investment indefinitely, unless a subsequent disposition thereof is 
registered under the Act or is exempted from such registration.  The Holder 
further understands that the Shares have not been qualified under the 
California Securities Law of 1968 (the 'CALIFORNIA LAW') by reason of their 
issuance in a transaction exempt from the qualification requirements of the 
California Law pursuant to Section 25102(f) thereof, which exemption depends 
upon, among other things, the bona fide nature of the Holder's investment 
intent expressed above.

              (c)    The Holder has such knowledge and experience in financial 
and business matters that it is capable of evaluating the merits and risks of 
the purchase of this Warrant and the Shares purchasable pursuant to the terms 
of this Warrant and of protecting its interests in connection therewith.

              (d)    The Holder is able to bear the economic risk of the 
purchase of the Shares pursuant to the terms of this Warrant.

       11.    RIGHTS OF STOCKHOLDERS.  No holder of this Warrant shall be 
entitled, as a warrant holder, to vote or receive dividends or be deemed the 
holder of Common Stock or any other securities of the Company which may at any 
time be issuable on the exercise hereof for any purpose, nor shall anything 
contained herein be construed to confer upon the holder of this Warrant, as 
such, any of the rights of a stockholder of the Company or any right to vote 
for the election of directors or upon any matter submitted to stockholders at 
any meeting thereof, or to give or withhold consent to any corporate action 
(whether upon any recapitalization, issuance of stock, reclassification of 
stock, change of par value, consolidation, merger, conveyance, or otherwise) or 
to receive notice of meetings, or to receive dividends or subscription rights 
or otherwise until the Warrant shall have been exercised and the Shares 
purchasable upon the exercise hereof shall have become deliverable, as provided 
herein.


                                      -5-



       12.    MISCELLANEOUS.

              (a)    This Warrant is being delivered in the State of California 
and shall be construed and enforced in accordance with and governed by the laws 
of such State.  The parties expressly stipulate that any litigation under this 
Warrant shall be brought in the State courts of the Counties of Santa Clara or 
San Francisco, California and in the United States District Court for the 
Northern District of California.  The parties agree to submit to the 
jurisdiction and venue of those courts.

              (b)    The headings in this Warrant are for purposes of reference 
only, and shall not limit or otherwise affect any of the terms hereof.

              (c)    The terms of this Warrant shall be binding upon and shall 
inure to the benefit of any successors or assigns of the Company and of the 
holder or holders hereof and of the Shares issued or issuable upon the exercise 
hereof.

              (d)    This Warrant and the other documents delivered pursuant 
hereto constitute the full and entire understanding and agreement between the 
parties with regard to the subjects hereof and thereof.

              (e)    The Company shall not, by amendment of its Certificate of 
Incorporation, or through any other means, directly or indirectly, avoid or 
seek to avoid the observance or performance of any of the terms of this Warrant 
and shall at all times in good faith assist in the carrying out of all such 
terms and in the taking of all such action as may be necessary or appropriate 
in order to protect the rights of the holder of this Warrant against impairment.

              (f)    Upon receipt of evidence reasonably satisfactory to the 
Company of the loss, theft, destruction or mutilation of this Warrant and, in 
the case of any such loss, theft or destruction, upon delivery of an indemnity 
agreement reasonably satisfactory in form and amount to the Company or, in the 
case of any such mutilation, upon surrender and cancellation of such Warrant, 
the Company at its expense will execute and deliver to the holder of record, in 
lieu thereof, a new Warrant of like date and tenor.

              (g)    This Warrant and any provision hereof may be amended, 
waived or terminated only by an instrument in writing signed by the Company and 
the Holder.  

              (h)    Receipt of this Warrant by the holder hereof shall 
constitute acceptance of and agreement to the foregoing terms and conditions.


                                      -6-



       IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer.

       Issued this 20th day of September, 1999. 

                                                 UTSTARCOM, INC.


                                                 By:/s/ Hong Liang Lu
                                                    ---------------------------
                                                    Hong Lu, President and
                                                    Chief Executive Officer

Acknowledged and Accepted:

/s/ Li Kin Shing
---------------------------------
Warrant Holder

By: Li Kin Shing
---------------------------------

Title:___________________________


                                      -7-



                                     EXHIBIT A

                                 NOTICE OF EXERCISE


       TO:    UTStarcom, Inc.
              1275 Harbor Bay Parkway, Suite 100
              Alameda, CA  94502
              Attention:  Chief Financial Officer

       1.     The undersigned hereby elects to purchase ________ shares of 
Common Stock of UTStarcom, Inc. pursuant to the terms of this Warrant, and 
tenders herewith payment of the purchase price of such shares in full.

       2.     Please issue a certificate or certificates representing said 
shares of Common Stock in the name of the undersigned or in such other name as 
is specified below:
                                          
                         _________________________________
                                       (Name)

                         _________________________________

                         _________________________________
                                     (Address)
                                          
       3.     The undersigned hereby represents and warrants that the aforesaid 
shares of Common Stock are being acquired for the account of the undersigned 
for investment and not with a view to, or for resale, in connection with the 
distribution thereof, and that the undersigned has no present intention of 
distributing or reselling such shares and all representations and warranties of 
the undersigned set forth in Section 10 of the attached Warrant are true and 
correct as of the date hereof.  In support thereof, the undersigned agrees to 
execute an Investment Representation Statement in a form substantially similar 
to the form attached to the Warrant as EXHIBIT A-1.

                                                 _______________________________
                                                    (Signature)

                                                 By:____________________________

                                                 Title:_________________________

                                                 Date:________________,_________


                                      -8-



                                  EXHIBIT A-1

                       INVESTMENT REPRESENTATION STATEMENT

       PURCHASER:      _________________________

       SELLER   :      UTSTARCOM, INC.

       COMPANY  :      UTSTARCOM, INC.

       SECURITY :      COMMON STOCK ISSUED UPON EXERCISE OF THE COMMON
                       STOCK PURCHASE WARRANT ISSUED ON AUGUST __, 1999

       AMOUNT   :      __________ SHARES

       DATE     :      ____________, _______

In connection with the purchase of the above-listed Securities, I, the 
Purchaser, represent to the Seller and to the Company the following:

              (a)    I am aware of the Company's business affairs and financial 
condition, and have acquired sufficient information about the Company to reach 
an informed and knowledgeable decision to acquire the Securities.  I am 
purchasing these Securities for my own account for investment purposes only and 
not with a view to, or for the resale in connection with, any 'distribution' 
thereof for purposes of the Securities Act of 1933, as amended (the 'Securities 
Act').

              (b)    I understand that the Securities have not been registered 
under the Securities Act in reliance upon a specific exemption therefrom, which 
exemption depends upon, among other things, the bona fide nature of my 
investment intent as expressed herein.  In this connection, I understand that, 
in the view of the Securities and Exchange Commission (the 'SEC'), the 
statutory basis for such exemption may be unavailable if my representation was 
predicated solely upon a present intention to hold these Securities for the 
minimum capital gains period specified under tax statutes, for a deferred sale, 
for or until an increase or decrease in the market price of the Securities, or 
for a period of one year or any other fixed period in the future.

              (c)    I further understand that the Securities must be held 
indefinitely unless subsequently registered under the Securities Act or unless 
an exemption from registration is otherwise available.  Moreover, I understand 
that the Company is under no obligation to register the Securities.  In 
addition, I understand that the certificate evidencing the Securities will be 
imprinted with a legend which prohibits the transfer of the Securities unless 
they are registered or such registration is not required in the opinion of 
counsel for the Company.

              (d)    I am familiar with the provisions of Rule 144, promulgated 
under the Securities Act, which, in substance, permits limited public resale of 
'restricted securities' acquired, 


                                      -9-



directly or indirectly, from the issuer thereof, in a non-public offering 
subject to the satisfaction of certain conditions.

       The Securities may be resold in certain limited circumstances subject to 
the provisions of Rule 144, which requires among other things:  (1) the 
availability of certain public information about the Company, (2) the resale 
occurring not less than one year after the party has purchased, and made full 
payment for, within the meaning of Rule 144, the securities to be sold; and, in 
the case of an affiliate, or of a non-affiliate who has held the securities 
less than two years, (3) the sale being made through a broker in an unsolicited 
'broker's transaction' or in transactions directly with a market maker (as said 
term is defined under the Securities Exchange Act of 1934) and the amount of 
securities being sold during any three month period not exceeding the specified 
limitations stated therein, if applicable.

              (e)    I agree, in connection with the Company's initial 
underwritten public offering of the Company's securities, (1) not to sell, make 
short sale of, loan, grant any options for the purchase of, or otherwise 
dispose of any shares of Common Stock of the Company held by me (other than 
those shares included in the registration) without the prior written consent of 
the Company or the underwriters managing such initial underwritten public 
offering of the Company's securities for one hundred eighty (180) days from the 
effective date of such registration, and (2) I further agree to execute any 
agreement reflecting (1) above as may be requested by the underwriters at the 
time of the public offering; PROVIDED HOWEVER that the officers and directors 
of the Company who own the stock of the Company also agree to such restrictions.

              (f)    I further understand that in the event all of the 
applicable requirements of Rule 144 are not satisfied, registration under the 
Securities Act, compliance with Regulation A, or some other registration 
exemption will be required; and that, notwithstanding the fact that Rule 144 is 
not exclusive, the Staff of the SEC has expressed its opinion that persons 
proposing to sell private placement securities other than in a registered 
offering and otherwise than pursuant to Rule 144 will have a substantial burden 
of proof in establishing that an exemption from registration is available for 
such offers or sales, and that such persons and their respective brokers who 
participate in such transactions do so at their own risk.


                                                 _______________________________
                                                   (Signature)

                                                 By:____________________________

                                                 Title:_________________________

                                                 Date:________________,_________


                                     -10-