By-Laws - Unitech Telecom Inc.


                                       BY-LAWS

                                         OF

                               UNITECH TELECOM, INC.
                              (A Delaware corporation)

                                     ARTICLE I
                                     ---------
                                          
                                      OFFICES
                                      -------

     Section 1.     REGISTERED OFFICE.  The registered office shall be 
established and maintained at The Prentice-Hall Corporation System, Inc., 32 
Loockerman Square, Dover, Delaware.  The Prentice-Hall Corporation System 
Inc. shall be the registered agent of this corporation in charge thereof.

                                     ARTICLE II
                                     ----------

                              MEETING OF STOCKHOLDERS
                              -----------------------

     Section 1.     ANNUAL MEETINGS.  Annual meetings of stockholders for the 
election of directors and for such other business as may be stated in the 
notice of the meeting shall be held at such place, either within or without 
the State of Delaware, and at such time and date as the Board of Directors, 
by resolution, shall determine and as set forth in the notice of the meeting.

     At each annual meeting, the stockholders entitled to vote shall elect a
Board of Directors and they may transact such other corporate business as shall
be stated in the notice of the meeting.

     Section 2.     OTHER MEETINGS.  Meetings of stockholders for any purpose 
other than the election of directors may be held at such time and place, 
within or without the State of Delaware, as shall be stated in the notice of 
the meeting, upon call of the Board of Directors or the Chairman of the Board.

     Section 3.     VOTING. Each stockholder entitled to vote in accordance 
with the terms of the Certificate of Incorporation and in accordance with the 
provisions of these By-Laws shall be entitled to one vote, in person or by 
proxy, for each share of stock entitled to vote held by such stockholder, but 
no proxy shall be voted after three years from its date unless such proxy 
provides a longer period. Upon the demand of any stockholder, the vote for 
directors and the vote upon any question before the meeting, shall be by 
ballot. All elections for directors shall be decided by plurality vote; all 
other questions shall be decided by majority vote except as otherwise 
provided by the Certificate of Incorporation or the laws of the State of 
Delaware.

     A complete list of the stockholders entitled to vote at the ensuing
election, arranged in alphabetical order, with the address of each, and the
number of shares held by each, shall be opened to the examination of any
stockholder for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the


                                                                          page 1


meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

     Section 4.     QUORUM.  Except as otherwise required by law, by the 
Certificate of Incorporation or by these By-Laws, the presence, in person or 
by proxy, of stockholders holding a majority of the stock of the corporation 
entitled to vote shall constitute a quorum at all meetings of the 
stockholders. In case a quorum shall not be present at any meeting, a 
majority in interest of the stockholders entitled to vote thereat, present in 
person or by proxy, shall have the power to adjourn the meeting from time to 
time, without notice other than announcement at the meeting, until the 
requisite amount of stock entitled to vote shall be present. At such 
adjourned meeting at which the requisite amount of stock entitled to vote 
shall be represented, any business may be transacted which might have been 
transacted at the meeting as originally noticed; but only those stockholders 
entitled to vote at the meeting as originally noticed shall be entitled to 
vote at any adjournment or adjournments thereof.

     Section 5.     SPECIAL MEETINGS.  Special meetings of the stockholders 
for any purpose or purposes may be called by the President or Secretary, or 
by resolution of the directors, or by vote of the stockholders holding (25%) 
or more of the outstanding stock of the Corporation.

     Section 6.     NOTICE OF MEETINGS.  Written notice, stating the place, 
date and time of the meeting, and the general nature of the business to be 
considered, shall be given to each stockholder entitled to vote thereat at 
his address as it appears on the records of the corporation, not less than 
ten nor more than sixty days before the date of the meeting. No business 
other than that stated in the notice shall be transacted at any meeting 
without the unanimous consent of all the stockholders entitled to vote 
thereat.

     Section 7.     ACTION WITHOUT MEETING.  Unless otherwise provided by the 
Certificate of Incorporation, any action required to be taken at any annual 
or special meeting of stockholders, or any action which may be taken at any 
annual or special meeting, may be taken without a meeting, without prior 
notice and without a vote, if a consent in writing, setting forth the action 
so taken, shall be signed by the holders of outstanding stock having not less 
than the minimum number of votes that would be necessary to authorize or take 
such action at a meeting at which all shares entitled to vote thereon were 
present and voted. Prompt notice of the taking of the corporate action 
without a meeting by less than unanimous written consent shall be given to 
those stockholders who have not consented in writing.

                                    ARTICLE III
                                    -----------

                                     DIRECTORS
                                     ---------

     Section 1.     NUMBER AND TERM.  The number of directors constituting 
the Board of Directors shall be not more than twenty-five nor less than one, 
as fixed from time to time in these By-Laws or by action of the Board of 
Directors. The initial number of directors shall be one. The directors shall 
be elected at the annual meeting of the stockholders and each director shall 
be elected to serve until his or her successor shall be elected and shall 
qualify. Directors need not be stockholders.


                                                                          page 2


     Section 2.     REMOVAL.  Any director or directors may be removed either 
for or without cause at any time by the affirmative vote of the holders of a 
majority of all the shares of stock outstanding and entitled to vote, at a 
special meeting of the stockholders called for the purpose, and the vacancies 
thus created may be filled, at the meeting held for the purpose of removal, 
by the affirmative vote of a majority in interest of the stockholders 
entitled to vote.

     Section 3.     INCREASE OF NUMBER.  The number of directors may be 
increased by the affirmative vote of a majority of the directors, though less 
than a quorum, or, by the affirmative vote of a majority in interest of the 
stockholders, at the annual meeting or at a special meeting called for that 
purpose, and by like vote the additional directors may be chosen at such 
meeting to hold office until the next annual election and until their 
successors shall have been elected and qualified.

     Section 4.     POWERS.  The Board of Directors shall exercise all of the 
powers of the corporation except such as are by law or by the Certificate of 
Incorporation of the corporation or by these By-Laws conferred upon or 
reserved to the stockholders.

     Section 5.     COMMITTEES.  The Board of Directors may, by resolution or 
resolutions passed by a majority of the whole Board, designate one or more 
committees, each committee to consist of one or more of the directors of the 
corporation. The Board may designate one or more directors as alternate 
members of any committee, who may replace any absent or disqualified member 
at any meeting of such committee or committees. The member or members thereof 
present at any meeting and not disqualified from voting, whether or not he or 
they constitute a quorum, may unanimously appoint another member of the Board 
of Directors to act at the meeting in the place of any such absent or 
disqualified member.

     Any such committee, to the extent provided in the resolution of the Board
of Directors, or in these By-Laws, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority to amend the Certificate of Incorporation, to adopt an
agreement of merger or consolidation, to recommend to the stockholders the sale,
lease or exchange of all or substantially all of the corporation's property and
assets, to recommend to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or to amend the By-Laws of the corporation; and,
unless the resolution, these By-Laws, or the Certificate of Incorporation
expressly so provides, no such committee shall have the power or authority to
declare a dividend or to authorize the issuance of stock.

     Section 6.     MEETINGS.  The newly elected directors may hold their 
first meeting for the purpose of organization and the transaction of 
business, if a quorum be present, immediately after the annual meeting of the 
stockholders; or the time and place of such meeting may be fixed by consent 
in writing of all the directors.

     Regular meetings of the directors may be held without notice at such places
and times as shall be determined from time to time by resolution of the
directors.

     Special meetings of the Board may be called by the President or the
Secretary on the written request of any two directors on at least two days'
notice to each director and shall be held at such place or places as may be
determined by the directors, or as shall be stated in the call of the meeting.


                                                                          page 3


     Section 7.     QUORUM.  A majority of the total number of directors 
shall constitute a quorum for the transaction of business. If at any meeting 
of the Board of Directors there shall be less than a quorum present, a 
majority of those present may adjourn the meeting from time to time until a 
quorum is obtained, and no further notice thereof need be given other than by 
announcement at the meeting which shall be so adjourned.

     Section 8.     COMPENSATION.  Directors shall not receive any stated 
salary for their services as directors or as members of committees, but by 
resolution of the Board of Directors a fixed fee and expenses of attendance 
may be allowed for attendance at each meeting. Nothing herein contained shall 
be construed to preclude any director from serving the corporation in any 
other capacity as an officer, agent or otherwise, and receiving compensation 
therefor.

     Section 9.     ACTION WITHOUT MEETING.  Any action required or permitted 
to be taken at any meeting of the Board of Directors or of any committee 
thereof, may be taken without a meeting, if a written consent thereto is 
signed by all members of the Board of Directors, or of such committee as the 
case may be, and such written consent is filed with the minutes of 
proceedings of the Board of Directors or committee.

     Section 10.    PARTICIPATION BY CONFERENCE TELEPHONE.  Members of the 
Board of Directors of the corporation, or any committee designated by such 
Board may participate in a meeting of such Board or committee by means of 
conference telephone or similar communications equipment by means of which 
all persons participating in the meeting can hear each other, and 
participation in a meeting shall constitute presence in person at such 
meeting.

                                     ARTICLE IV
                                     ----------

                                      OFFICERS
                                      --------

     Section 1.     OFFICERS.  The officers of the corporation shall be a 
President, a Treasurer and a Secretary, all of whom shall be elected by the 
Board of Directors and who shall hold office until their successors are 
elected and qualified. In addition, the Board of Directors may elect a 
Chairman, one or more Vice Presidents and such Assistant Secretaries and 
Assistant Treasurers as they may deem proper. None of the officers of the 
corporation need be directors. The officers shall be elected at the first 
meeting of the Board of Directors after each annual meeting. More than two 
offices may be held by the same person. Any officer may be removed, with or 
without cause, by the Board of Directors. Any vacancy may be filled by the 
Board of Directors.

     Section 2.     OTHER OFFICERS AND AGENTS.  The Board of Directors may 
appoint such other officers and agents as it may deem advisable, who shall 
hold their offices for such terms and shall exercise such powers and perform 
such duties as shall be determined from time to time by the Board of 
Directors.

     Section 3.     CHAIRMAN.  The Chairman of the Board of Directors, if one 
be elected, shall preside at all meetings of the Board of Directors and he 
shall have and perform such other duties as from time to time may be assigned 
to him by the Board of Directors.


                                                                          page 4


     Section 4.     PRESIDENT.  The President shall be the chief executive 
officer of the corporation and shall have the general powers and duties of 
supervision and management usually vested in the office of president of a 
corporation. He shall preside at all meetings of the stockholders if present 
thereat, and, in the absence or non-election of the Chairman of the Board of 
Directors, at all meetings of the Board of Directors, and shall have general 
supervision, direction and control of the business of the corporation. Except 
as the Board of Directors shall authorize the execution thereof in some other 
manner, he shall execute bonds, mortgages and other contracts on behalf of 
the corporation, and shall cause the seal to be affixed to any instrument 
requiring it and when so affixed the seal shall be attested by the signature 
of the Secretary or the Treasurer or an Assistant Secretary or an Assistant 
Treasurer.

     Section 5.     VICE-PRESIDENT.  Each Vice-President shall have such powers
and shall perform such duties as shall be assigned to him by the directors.

     Section 6.     TREASURER.  The Treasurer shall have the custody of the 
corporate funds and securities and shall keep full and accurate account of 
receipts and disbursements in books belonging to the corporation. He shall 
deposit all monies and other valuables in the name and to the credit of the 
corporation in such depositories as may be designated by the Board of 
Directors.

     The Treasurer shall disburse the funds of the corporation as may be ordered
by the Board of Directors, or the President, taking proper vouchers for such
disbursements. He shall render to the President and Board of Directors at the
regular meetings of the Board of Directors, or whenever they may request it, an
account of all his transactions as Treasurer and of the financial condition of
the corporation. If required by the Board of Directors, he shall give the
corporation a bond for the faithful discharge of his duties in such amount and
with such surety as the Board of Directors shall prescribe.

     Section 7.     SECRETARY.  The Secretary shall give, or cause to be 
given, notice of all meetings of stockholders and directors, and all other 
notices required by law or by these By-Laws, and in case of his absence or 
refusal or neglect so to do, any such notice may be given by any person 
thereunto directed by the President, or by the directors, or stockholders, 
upon whose requisition the meeting is called as provided in these By-Laws. He 
shall record all the proceedings of the meetings of the corporation and of 
the directors in a book to be kept for that purpose, and shall perform such 
other duties as may be assigned to him by the directors or the President. He 
shall have the custody of the seal of the corporation and shall affix the 
same to all instruments requiring it, when authorized by the directors or the 
President, and attest the same.

     Section 8.     ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.  
Assistant Treasurers and Assistant Secretaries, if any, shall be elected and 
shall have such powers and shall perform such duties as shall be assigned to 
them, respectively, by the directors.

                                     ARTICLE V
                                     ---------

                                   MISCELLANEOUS
                                   -------------

     Section 1.     RESIGNATIONS.  Any director, member of a committee or 
corporate officer may, provided the same would not result in a breach of any 
contract to which said person is a party, resign at any time. Such 
resignation shall be made in writing, and shall take effect at the time 
specified therein, and if no time be specified, at the time of its


                                                                          page 5


receipt by the President or Secretary. The acceptance of a resignation shall not
be necessary to make it effective.

     Section 2.     VACANCIES.  If the office of any director, member of a 
committee or corporate officer becomes vacant, by reason of death, disability 
or otherwise, the remaining directors in office, though less than a quorum, 
by a majority vote may appoint any qualified person to fill such vacancy, who 
shall hold office for the unexpired term and until his successor shall be 
duly chosen.

     Section 3.     CERTIFICATES OF STOCK.  Certificates of stock, signed by 
the Chairman of the Board of Directors, or the President or any Vice 
President, and the Treasurer or an Assistant Treasurer, or Secretary or an 
Assistant Secretary, shall be issued to each stockholder certifying the 
number of shares owned by him in the corporation. Any or all the signatures 
may be facsimiles.

     Section 4.     LOST CERTIFICATES.  A new certificate of stock may be 
issued in the place of any certificate theretofore issued by the corporation, 
alleged to have been lost or destroyed, and the directors may, in their 
discretion, require the owner of the lost or destroyed certificate, or his 
legal representatives, to give the corporation a bond, in such sum as they 
may direct, not exceeding double the value of the stock represented by such 
certificate, to indemnify the corporation against any claim that may be made 
against it on account of the alleged loss of any such certificate, or the 
issuance of any such new certificate.

     Section 5.     TRANSFER OF SHARES.  The shares of stock of the 
corporation shall be transferable only upon its books by the holders thereof 
in person or by their duly authorized attorneys or legal representatives, and 
upon such transfer the old certificates shall be surrendered to the 
corporation by the delivery thereof to the person in charge of the stock 
transfer books and ledgers, or to such other person as the directors may 
designate, by whom they shall be cancelled, and new certificates shall 
thereupon be issued. A record shall be made of each transfer and whenever a 
transfer shall be made for collateral security, and not absolutely, it shall 
be so expressed in the entry of the transfer.

     Section 6.     STOCKHOLDERS RECORD DATE.  In order that the corporation 
may determinethe stockholders entitled to notice of or to vote at any meeting 
of stockholders or any adjournment thereof, or to express consent to 
corporate action in writing without a meeting, or entitled to receive payment 
of any dividend or other distribution or allotment of any rights, or entitled 
to exercise any rights in respect of any change, conversion or exchange of 
stock or for the purpose of any other lawful action, the Board of Directors 
may fix, in advance, a record date, which shall not be more than sixty nor 
less than ten days before the date of such meeting, nor more than sixty days 
prior to any other action. A determination of stockholders of record entitled 
to notice of or to vote at a meeting of stockholders shall apply to any 
adjournment of the meeting; provided, however, that the Board of Directors 
may fix a new record date for the adjourned meeting.

     Section 7.     DIVIDENDS.  Subject to the provisions of the Certificate of
Incorporation, the Board of Directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the capital
stock of the corporation as and when they deem expedient. Before declaring any
dividend there may be set apart out of any funds of the corporation available
for dividends, such sum or sums as the directors from time to time in their
discretion deem proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
directors shall deem conductive to the interests of the corporation.


                                                                          page 6


     Section 8.     SEAL.  The corporate seal shall be circular in form and 
shall contain the name of the corporation, the year of its creation and the 
words 'CORPORATE SEAL DELAWARE.' Said seal may be used by causing it or a 
facsimile thereof to be impressed or affixed or otherwise reproduced.

     Section 9.     FISCAL YEAR.  The fiscal year of the corporation shall be 
determined by resolution of the Board of Directors. In the absence of such 
determination, the fiscal year shall be the calendar year.

     Section 10.    CHECKS.  All checks, drafts or other orders for the 
payment of money, notes or other evidences of indebtedness issued in the name 
of the corporation shall be signed by such officer or officers, agent or 
agents of the corporation, and in such manner as shall be determined from 
time to time by resolution of the Board of Directors.

     Section 11.    NOTICE AND WAIVER OF NOTICE.  Whenever any notice is 
required by these By-Laws to be given, personal notice is not meant unless 
expressly so stated, and any notice so required shall be deemed to be 
sufficient if given by depositing the same in the United States mail, postage 
prepaid, addressed to the person entitled thereto at his address as it 
appears on the records of the corporation, and such notice shall be deemed to 
have been given on the day of such mailing. Stockholders not entitled to vote 
shall not be entitled to receive notice of any meetings except as otherwise 
provided by statute.

     Whenever any notice whatever is required to be given under the provisions
of any law, or under the provisions of the Certificate of Incorporation of the
corporation or these By-Laws, a waiver thereof in writing, signed by the person
or persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.

                                     ARTICLE VI
                                     ----------

                            INDEMNIFICATION OF DIRECTORS
                            ----------------------------

                           AND OFFICERS AND OTHER PERSONS
                           ------------------------------

     Section 1      INDEMNIFICATION.  The Corporation shall indemnify any 
director or officer of the Corporation against expenses (including legal 
fees), Judgments, fines and amounts paid in settlement, actually and 
reasonably incurred by him, to the fullest extent now or hereafter permitted 
by law in connection with any threatened, pending or completed action, suit 
or proceeding, whether civil, criminal, administrative or investigative, 
brought or threatened to be brought against him by reason of his performance 
as a director or officer of the Corporation, its parent or any of its 
subsidiaries, or in any other capacity on behalf of the Corporation, its 
parent or any of its subsidiaries.

     The Board of Directors by resolution adopted in each specific instance may
similarly indemnify any person other than a director or officer of the
Corporation for liabilities incurred by him in connection with services rendered
by him for or at the request of the Corporation, its parent or any of its
subsidiaries.

     The provisions of this section shall be applicable to all actions, suits or
proceedings commenced after its adoption, whether such arise out of acts or
omissions which occurred prior or subsequent to such adoption and shall continue
as to a person who has ceased to be a director or officer or to render services
for or at the request of the


                                                                          page 7


Corporation and shall inure to the benefit of the heirs, executors and
administrators of such a person. The rights of indemnification provided for
herein shall not be deemed the exclusive rights to which any Director, officer,
employee or agent of the Corporation may be entitled.

     Section 2.     ADVANCES.  The Corporation may pay the expenses incurred 
by any person entitled to be indemnified by the Corporation in defending a 
civil or criminal action, suit or proceeding in advance of the final 
disposition of such action, suit or proceeding upon receipt of any 
undertaking, by or on behalf of such person, to repay such amount if it shall 
ultimately be determined that he is not entitled to be indemnified by the 
Corporation as authorized by law.

     Section 3.     INSURANCE.  The Corporation may purchase and maintain 
insurance on behalf of any person who is or was a director or officer, 
employee or agent, of the Corporation or who is or was serving in any 
capacity in any other corporation or organization at the request of the 
Corporation against any liability asserted against him or incurred by him in 
any such capacity or arising out of his status as such, whether or not the 
Corporation would have the power to indemnify him again such liability under 
law.

                                    ARTICLE VII
                                    -----------

                                     AMENDMENTS
                                     ----------

     These By-Laws may be altered or repealed and By-Laws may be made at any
annual meeting of the stockholders or at any special meeting thereof by the
affirmative vote of a majority of the stock issued and outstanding and entitled
to vote thereat, or by the affirmative vote of a majority of the Board of
Directors, at any regular meeting of the Board of Directors, or at any special
meeting of the Board of Directors. Such action may only be taken if notice of
the proposed alteration or repeal, or of the by-law or by-laws to be made, be
continued in the notice of that special meeting.

                                                                          page 8


                              CERTIFICATE OF AMENDMENT

                                    OF BYLAWS OF

                               UNITECH TELECOM, INC.

     Article III, Section 1 of the Bylaws of this corporation was amended,
effective July 31, 1995, by the Board of Directors to provide in its entirety as
follows:

                                    'ARTICLE III

                                     DIRECTORS
                                     ---------

     Section 1.     NUMBER AND TERM.  The number of directors constituting 
the Board of Directors shall not be more than twenty-five nor less than one, 
as fixed from time to time in these By-Laws or by action of the Board of 
Directors. The number of directors shall be seven. The directors shall be 
elected at the annual meeting of the stockholders and each director shall be 
elected to serve until his or her successor shall be elected and shall 
qualify. Directors need not be stockholders.'

Dated: October 16, 1995


                                        /s/ Terry G. Campbell
                                        Terry G. Campbell, Assistant Secretary



                              CERTIFICATE OF AMENDMENT

                                    OF BYLAWS OF

                                  UTSTARCOM, INC.

     Article III, Section 1 of the Bylaws of this corporation was amended,
effective October 3, 1997, by the Board of Directors to provide in its entirety
as follows:

                                    'ARTICLE III

                                     DIRECTORS
                                     ---------

     Section 1.     NUMBER AND TERM.  The number of directors constituting 
the Board of Directors shall not be more than twenty-five nor less than one, 
as fixed from time to time in these By-Laws or by action of the Board of 
Directors. The number of directors shall be eight. The directors shall be 
elected at the annual meeting of the stockholders and each director shall be 
elected to serve until his or her successor shall be elected and shall 
qualify. Directors need not be stockholders.'

Dated: October 3, 1997

                                        /s/ Carmen Chang
                                        Carmen Chang, Assistant Secretary