33 Wood Avenue South (Iselin, NJ) Lease Agreement - Metro Park Associates and UTStarcom Inc.


                                 LEASE AGREEMENT

         This Agreement is made on the                day of April, 1995,

         B E T W E E N:             METRO PARK ASSOCIATES
                                    A Partnership of the State of New Jersey
                                    820 Morris Turnpike, Suite 301
                                    Short Hills, New Jersey 07078
                                    (hereinafter referred to as 'Landlord'),

         A N D:                     STARCOM



                                    (hereinafter referred to as 'Tenant').

                              W I T N E S S E T H :

1.    PREMISES, TERM AND USE. The Landlord does hereby lease to the Tenant, 
and the Tenant does hereby rent from the Landlord the following described 
premises: approximately 3,962 rentable square feet of eighth floor space in 
the office building located at 33 Wood Avenue South, Iselin, New Jersey, for 
a term of two (2) years, commencing May    , 1995, and ending April   , 1997,
to be used and occupied only and for no other purpose than general office space.

2.    PAYMENT OF RENT. The Tenant covenants and agrees to pay to the 
Landlord, as rent for and during the term hereof, the sum of One Hundred 
Thirty-Four Thousand Seven Hundred Eight and 00/100 ($134,708.00) Dollars, 
payable as follows: Sixty-Seven Thousand Three Hundred Fifty-Four and 00/100 
($67,354.00) Dollars Per Annum; Five Thousand Six Hundred Twelve and 83/100 
($5,612.83) Dollars Per Month, due and payable on the first day of each 
calendar month. Notwithstanding anything to the contrary contained herein, 
however, Tenant shall not be required to make payments of basic monthly rent 
for the first and thirteenth months of the initial term of this Lease.

3.    LATE PAYMENTS. In the event that payment of rent is not received by 
Landlord by the tenth (10th) day of each month, Tenant shall pay, as 
additional rent, a late charge equal to five (5) percent of the late payment. 
Landlord shall be entitled to the same remedies for non-payment of late 
charges as for non-payment of rent.

4.    REPAIRS AND CARE. (a) The Tenant has examined the premises and has 
entered into this Lease without any representation on the part of the 
Landlord as to the condition thereof. The Tenant shall take good care of the 
premises and shall, at the Tenant's own cost and expense, make all 
non-structural repairs, including painting and decorating, and shall maintain 
the premises in good condition and state of repair. The Tenant shall neither 
encumber nor obstruct the sidewalks, driveways, yards, entrances, hallways 
and stairs. The Tenant shall not place a load upon any floor of the Demised 
Premises exceeding the floor load per square foot area which it was designed 
to carry and which is allowed by law. Landlord reserves the right to 
prescribe the weight and position of all safes, business machines and 
mechanical equipment.

      (b) Not later than the last day of the term, Tenant shall, at Tenant's 
expense, remove all Tenant's personal property and those improvements made by 
Tenant which have not become the property of Landlord, including but not 
limited to trade fixtures, moveable panelling and the like; repair all injury 
done by or in connection with the installation or removal of said property 
and improvements; and surrender the Premises in as good condition as they 
were at the beginning of the term, excepting reasonable wear and damage by 
fire, the elements, casualty, or other cause not due to the misuse or neglect 
by Tenant, Tenant's agents, servants, visitors or licensees. All other 
property of Tenant remaining on the premises after the last day of the term 
or earlier termination of this Lease





shall be conclusively deemed abandoned and may be removed by Landlord, and 
Tenant shall reimburse Landlord for the cost of such removal. Landlord may 
have any such property stored at Tenant's risk and expense.

5.    COMPLIANCE WITH LAWS. The Tenant shall promptly comply with all laws, 
ordinances, rules, regulations, requirements and directives of the Federal, 
State and Municipal Governments or Public Authorities and of all their 
departments, bureaus and subdivisions, applicable to and affecting the said 
premises, their use and occupancy, for the correction, prevention and 
abatement of nuisances, violations or other grievances in, upon or connected 
with the said premises, during the term hereof; and shall promptly comply 
with all orders, regulations, requirements and directives of the Board of 
Fire Underwriters or similar authority and of any insurance companies which 
have issued or are about to issue policies of insurance covering the said 
premises and its contents, for the prevention of fire or other casualty, 
damage or injury, at the Tenant's own cost and expense. Tenant shall observe 
and comply with the rules and regulations hereinafter set forth in Exhibit B, 
attached hereto and made a part hereof by this reference, and with such 
further reasonable rules and regulations as Landlord may prescribe, upon 
written notice to Tenant, for the safety, care and cleanliness of the 
Building and the comfort, quiet and convenience of other occupants of the 
Building.

6.    ALTERATIONS AND IMPROVEMENTS. No alterations, additions or improvements 
shall be made, and no climate regulating, air conditioning, cooling, heating 
or sprinkler systems, television or radio antennas, heavy equipment, 
apparatus and fixtures, shall be installed in or attached to the leased 
premises, without the prior written consent of the Landlord. Unless otherwise 
provided herein, all such alterations, additions or improvements and systems, 
when made, installed in or attached to the said premises, shall belong to and 
become the property of the Landlord and shall be surrendered with the 
premises and as part thereof upon the expiration or sooner termination of 
this Lease, without hindrance, molestation, injury or charge to Landlord.

7.    TENANT'S LIABILITY INSURANCE. Tenant shall provide, at its own expense, 
and keep in force during the term of this Lease and any renewal terms, 
general comprehensive liability insurance with an insurance company licensed 
to do business in the State of New Jersey, selected by Tenant and reasonably 
acceptable to Landlord, and in an amount reasonably required by Landlord, but 
in any event not less than $1,000,000.00 with respect to injury or death to 
any one person and $1,000,000.00 with respect to injury or death to more than 
one person in any one accident or other occurrence and $1,000,000.00 with 
respect to damage to property. Such policy or policies shall include Landlord 
and Landlord's mortgagee, if any, as additional insureds. Tenant agrees to 
deliver certificates evidencing such insurance to Landlord within thirty (30) 
days of the date of execution of this Lease and within thirty (30) days after 
the date of renewal of the policies. Such insurance shall not be cancellable 
without thirty (30) days prior written notice to Landlord.

8.    TENANT'S CASUALTY INSURANCE. During the term of this Lease, and any 
renewal terms, Tenant shall cause its improvements to the Demised Premises to 
be insured for the benefit of Landlord and Tenant, as their respective 
interests may appear, against loss or damage by fire and customary extended 
coverage in an amount equal to the replacement value thereof, if insurance in 
such amount is available. Tenant agrees to deliver a certificate evidencing 
such insurance to Landlord within thirty (30) days of the date of execution 
of this Lease.

9.    DAMAGE OR DESTRUCTION BY FIRE OR OTHER CASUALTY. (a) If the Building is 
damaged by fire or other casualty to such extent that the cost of 
restoration, as determined by an insurance adjustor


                                      2





licensed in the State of New Jersey, will equal or exceed fifty (50) percent 
of the replacement value of the Building (exclusive of foundations) just 
prior to the occurrence of the damage, then either Landlord or Tenant may, 
within sixty (60) days from the date of the damage, give the other party a 
written notice of election to terminate this Lease, effective thirty (30) 
days from the date of such notice. However, in the event that neither party 
terminates this Lease in such circumstance, then the basic rent and 
additional rent shall be abated in direct proportion to that amount of square 
footage in the Demised Premises which cannot be used by Tenant for the 
purposes set forth in Paragraph 1 herein. In addition, Landlord shall be 
responsible for making restoration within one hundred eighty (180) days after 
the date of the damage, subject to Force Majeure. In the event that 
restoration is not made within said time period, Tenant shall have the right 
to terminate this Lease, upon thirty (30) days written notice to Landlord.

      (b) If the Building is damaged by fire or other casualty to such extent 
that the cost of restoration, as determined by an insurance adjustor licensed 
in the State of New Jersey, will be less than (50) percent of the replacement 
value of the Building (exclusive of foundations) just prior to the occurrence 
of the damage, then Landlord may, within sixty (60) days from the date of 
damage, give the Tenant written notice of election to terminate this Lease, 
effective thirty (30) days from the date of such notice. However, in the 
event that Landlord does not terminate this Lease in such circumstance, then 
the basic rent and additional rent shall be abated in direct proportion to 
that amount of square footage in the Demised Premises which cannot be used by 
Tenant for the purposes set forth in Paragraph 1 herein. In addition, 
Landlord shall be responsible for making restoration within one hundred 
eighty (180) days after the date of the damage, subject to Force Majeure. In 
the event that restoration is not made within said time period, Tenant shall 
have the right to terminate this Lease, upon thirty (30) days written notice 
to Landlord.

      (c) Notwithstanding anything to the contrary contained herein, in no 
event shall the provisions of this Paragraph become effective or be 
applicable if the fire or other casualty and damage shall be the result of 
the carelessness, negligence or improper conduct of the Tenant or the 
Tenant's agents, employees, guests, licensees, invitees, subtenants, 
assignees or successors. In such case the Tenant's liability for the payment 
of the rent and the performance of all the covenants, conditions and terms 
hereof on the Tenant's part to be performed shall continue and the Tenant 
shall be liable to the Landlord for the damage and loss suffered by the 
Landlord. The Tenant shall have the proceeds of its insurance paid over to 
the Landlord to the extent of the Landlord's costs and expenses to make the 
repairs hereunder, and such insurance carriers shall have no recourse against 
the Landlord for reimbursement. Should the insurance proceeds be insufficient 
to cover Landlord's expenses, Tenant shall remain liable for any balance.

10.   WAIVER OF SUBROGATION. Landlord and Tenant shall obtain, for each 
policy of insurance secured by them regarding the Demised Premises, or any 
Property located therein, whether required by this Lease or in addition to 
that which is required by this Lease, an appropriate clause therein or 
endorsement thereon, pursuant to which such insurance company waives 
subrogation or consents to the waiver of the right of one party to recover 
against the other.

11.   INCREASE OF INSURANCE RATES. If for any reason it shall be impossible 
to obtain fire and other hazard insurance on the buildings and improvements 
on the leased premises, in an amount and in the form and with insurance 
companies acceptable to the Landlord, the Landlord may, if the Landlord so 
elects at any time thereafter, terminate this Lease and the term hereof, upon 
giving to the Tenant fifteen days notice in writing of the Landlord's 
intention to do so, and upon the giving of such notice, this Lease and the 
term thereof shall terminate. If by reason of the use to


                                      3





which the premises are put by the Tenant or character of or the manner in 
which the Tenant's business is carried on, the insurance rates for fire and 
other hazards shall be increased, the Tenant shall upon demand, pay to the 
Landlord, as rent, the amounts by which the premiums for such insurance are 
increased. Such payment shall be paid with the next installment of rent but 
in no case later than thirty (30) days after such demand, whichever occurs 
sooner.

12.   ASSIGNMENT AND SUBLEASE. Tenant may assign or sublease the within Lease 
to any party subject to the following:

      (a) In the event that the Tenant desires to sublease the whole or any 
portion of the Demised Premises or assign the within Lease to any other 
party, the terms and conditions of such sublease or assignment shall be 
communicated to the Landlord in writing prior to the effective date of any 
such sublease or assignment. Prior to such effective date, Landlord shall 
have the option, exercisable in writing to Tenant, to recapture the within 
Lease so that such prospective sublessee or assignee shall then become the 
sole tenant of Landlord hereunder, or alternatively, to recapture the Demised 
Premises, and this Tenant shall then be fully released from any and all 
obligations hereunder.

      (b) In the event that the Landlord elects not to recapture either the 
Lease or the Demised Premises as hereinabove provided, Tenant may 
nevertheless assign this Lease or sublet the whole or any portion of the 
Demised Premises, subject to Landlord's prior written consent, and subject to 
the consent of any mortgagee, trust deed holder or ground lessor, on the 
basis of the following terms and conditions:

      (1) The Tenant shall provide to Landlord the name and address of the 
proposed assignee or sublessee.

      (2) The assignee or sublessee shall assume, by written instrument, all 
of the obligations of this Lease, and a copy of such assumption agreement 
shall be furnished to Landlord within Tenant (10) days of its execution. Any 
sublease shall expressly acknowledge that said sublessee's rights against the 
Landlord shall be no greater than those of the Tenant.

      (3) The tenant and each assignee shall be and remain liable for the 
observance of all the covenants and provisions of this Lease, including, but 
not limited to the payment of rent and additional rent reserved herein, 
through the entire term of this Lease, as the same may be renewed, extended 
or otherwise modified.

      (4) The Tenant and any assignee shall promptly pay to Landlord: (i) any 
consideration received by Tenant for any assignment; or (ii) all of the rent, 
as and when received by Tenant, in excess of the rent required to be paid by 
Tenant to Landlord for the area sublet, computed on the basis of an average 
square foot rent for the gross square footage Tenant has leased.

      (5) In any event, acceptance by Landlord of any rent from the assignee, 
or from any of the subtenants, or the failure of Landlord to insist upon a 
strict performance of any of the terms, conditions and covenants herein shall 
not release Tenant herein, nor any assignee assuming this Lease, from any and 
all of the obligations herein during and for the entire term of this Lease, 
as the same may be renewed, extended or otherwise modified.

      (6) Tenant shall be responsible for payment to Landlord of Landlord's 
reasonable attorneys' fees and handling costs incurred for each request for 
consent to any sublet or


                                      4





assignment, with such payment to be made within (10) business days of written 
notice from Landlord, but in no event beyond the effective date of assignment.

      (7) Tenant acknowledges and understands that its sole remedy with 
respect to any assertion that Landlord's failure to consent to any sublet or 
assignment is unreasonable shall be the remedy of specific performance, and 
Tenant shall have no other claim or cause of action against Landlord as a 
result of Landlord's actions in refusing to consent thereto.

      (c) Notwithstanding anything to the contrary contained herein, Tenant 
shall have the right to assign this Lease or sublet the Demised Premises, in 
whole or in part, to any parent or subsidiary of Tenant or in connection with 
a merger of Tenant provided that the surviving entity in a merger shall have 
a tangible net worth (determined in accordance with generally accepted 
accounting principles) not less than the net worth of Tenant and its 
guarantors, if any, as of the date of commencement of this Lease.

      (d) Without limiting any of the provisions of this Lease, if pursuant 
to the Federal Bankruptcy Code (hereinafter referred to as the 'Code'), or 
any similar law hereinafter enacted having the same general purpose, Tenant 
is permitted to assign this Lease notwithstanding the restrictions contained 
in this Lease, then adequate assurance of future performance by an assignee 
expressly permitted under such Code shall be deemed to mean the deposit of 
cash security in an amount equal to the sum of one (1) year's basic rent plus 
an amount equal to the additional rent for the calendar year preceding the 
year in which such assignment is intended to become effective, which deposit 
shall be held by Landlord for the balance of the term of the Lease, without 
interest, as security for the full performance of all of Tenant's obligations 
under this Lease, to be held and applied in the manner specified for security 
in Paragraph 18.

      (e) Except as specifically set forth above, no portion of the Demised 
Premises or of Tenant's interest in this Lease may be acquired by any other 
person or entity, whether by assignment, mortgage, sublease, transfer, 
operation of law or act of the Tenant, nor shall Tenant pledge its interest 
in this Lease or in any security deposit required hereunder.

13.   INSPECTION AND REPAIR. The Tenant agrees that the Landlord and the 
Landlord's agents, employees or other representatives, shall have the right 
to enter into and upon the said premises or any part thereof, at all 
reasonable hours, for the purpose of examining the same or making such 
repairs or alterations therein as may be necessary for the safety and 
preservation thereof. This clause shall not be deemed to be a covenant by the 
Landlord nor be construed to create an obligation on the part of the Landlord 
to make such inspection or repairs.

14.   GLASS AND OTHER DAMAGE REPAIRS. In case of the destruction of or any 
damage to the glass in the leased premises, or the destruction of or damage 
of any kind whatsoever to the said premises caused by the carelessness, 
negligence or improper conduct on the part of the Tenant or the Tenant's 
agents, employees, guests, licensees, invitees, subtenants, assignees or 
successors, the Tenant shall repair the said damage ore replace or restore 
any destroyed parts of the premises, as speedily as possible, at the Tenant's 
own cost and expense.

15.   SIGNS. The Tenant shall not place nor allow to be placed any signs of 
any kind whatsoever, upon, in or about the said premises or any part thereof, 
except of a design and structure and in or at such places as may be indicated 
and consented to by the Landlord in writing. Landlord shall place Tenant's 
name: (1) adjacent to the


                                      5





primary entrance door to the Demised Premises; (ii) the directory in the 
lobby; and (iii) the outside directory, if any. Tenant shall not have the 
right to have additional names placed on the directories without Landlord' 
prior written consent. In case the Landlord or the Landlord's agents, 
employees or representatives shall deem it necessary to remove any such signs 
in order to paint or make any repairs, alterations or improvements in or upon 
said premises or any part thereof, they may be so removed, but shall be 
replaced at the Landlord's expense when the said repairs, alterations or 
improvements shall have been completed. Any signs permitted by the Landlord 
shall at all times conform with all municipal ordinances or other laws, 
ordinances and regulations applicable thereto.

16.   MORTGAGE PRIORITY. This Lease shall not be a lien against the said 
premises in respect to any mortgages that may herebefore or hereafter be 
placed upon said premises. The recording of such mortgage or mortgages shall 
have preference and precedence and be superior and prior in lien to this 
Lease, irrespective of the date of recording and the Tenant agrees to execute 
any instruments, without cost, which may be deemed necessary or desirable, to 
further effect the subordination of this Lease to any such mortgage or 
mortgages. A refusal by the Tenant to execute such instruments shall entitle 
the Landlord to the option of cancelling this Lease, and the term hereof is 
hereby expressly limited accordingly. Tenant hereby appoints Landlord as its 
attorney-in-fact to execute any documents requested by the mortgagee(s) to 
effectuate the intent of this Paragraph.

17.   NON-LIABILITY OF MORTGAGEE. Tenant hereby agrees not to look to the 
mortgagee, as mortgagee, mortgagee in possession, or successor in title to 
the property, for accountability for any security deposit required by the 
Landlord hereunder, unless said sums have actually been received by said 
mortgagee as security for the Tenant's performance of this Lease.

18.   UTILITIES. Landlord shall provide Tenant with HVAC. Tenant shall be 
responsible for its electrical use for lights and business machines by way of 
an energy audit, to be performed by a licensed energy audit company chosen by 
Landlord. Tenant shall also be responsible for payment to Landlord for use of 
the HVAC system during hours other than 8 AM to 6 PM, Monday through Friday 
and Saturdays, 8 AM to 1 PM, at the rate of $40.00 per hour.

19.   EVENTS OF DEFAULT; REMEDIES. (a) If Tenant does not: (a) within (10) 
days after the due date thereof pay any installment of basic annual rent, 
additional rent or any other monetary obligation; or (b) within thirty (30) 
days after written notice from Landlord cure a default other than a default 
in the payment of basic annual rent or additional rent (provided, however, 
that such thirty (30) day period shall be extended if the default is of such 
a nature that it could not reasonably be cured within such period of thirty 
(30) days and Tenant promptly commences and thereafter diligently pursues the 
curing of such default), then, in any such event, Tenant shall be deemed in 
default under this Lease.

      (b) If there should occur any default on the part of the Tenant as set 
forth in this Lease, or if during the term hereof the premises or any part 
thereof shall be or become abandoned or deserted, vacated or vacant, or 
should the Tenant be evicted by summary proceedings or otherwise, the 
Landlord, in addition to any other remedies herein contained or as may be 
permitted by law, may either, by force or otherwise, without being liable for 
prosecution therefor, or for damages, re-enter the said premises and the same 
have and again possess and enjoy.

      (c) At any time or from time to time after any such expiration or 
termination, the Landlord may, as agent for the Tenant or otherwise, re-let 
the premises, for such term or terms (which may be greater or less than the 
period which would otherwise


                                      6





have constituted the balance of the term of this Lease) and on such 
conditions (which may include concessions or free rent) as the Landlord, in 
its reasonable discretion, may determine, and receive the rents therefor, 
applying the same: (i) to the payment of such expenses, reasonable attorney 
fees and costs, as the Landlord may have been put to in re-entering and 
repossessing the same and in making such repairs and alterations as may be 
necessary; and (ii) to the payment of the rents due hereunder. The Tenant 
shall remain liable for such rents as may be in arrears and also the rents as 
may accrue subsequent to the re-entry by the Landlord, to the extent of the 
difference between the rents reserved hereunder and the rents, if any, 
received by the Landlord during the remainder of the unexpired term hereof, 
after deducting the aforementioned expenses, fees and costs; the same to be 
paid as such deficiencies arise and are ascertained each month. Landlord 
shall in no way be responsible or liable for any failure to relet the Demised 
Premises or any part thereof, or for any failure to collect any rent due upon 
any such reletting.

      (d) Upon the occurrence of an event of default as set forth in this 
Lease, or should the Tenant be adjudicated a bankrupt, insolvent or placed in 
receivership, or should proceedings be instituted by or against the Tenant 
for bankruptcy, insolvency, receivership, agreement of composition or 
assignment for the benefit of creditors, or if this Lease or the estate of 
the Tenant hereunder shall pass to another by virtue of any court 
proceedings, writ of execution, levy, sale, or by operation of law, the 
Landlord may, if the Landlord so elects, at any time thereafter, terminate 
this Lease and the term hereof, upon giving to the Tenant or to any trustee, 
receiver, assignee or other person in charge of or acting as custodian of the 
assets or property of the Tenant, five (5) days written notice of the 
Landlord's intention to do so. Upon the giving of such notice, this Lease and 
the term hereof shall end on the date fixed in such notice as if the said 
date was the date originally fixed in this Lease for the expiration hereof; 
and the Landlord shall have the right to remove all persons, goods, fixtures 
and chattels therefrom, by force or otherwise, without liability for damages.

20.   SURVIVAL OF COVENANTS. No expiration or termination of this Lease shall 
relieve the Tenant of its liability and obligations under this Lease, and all 
liability and obligations shall survive any expiration or termination. In the 
event of an expiration or termination, whether or not the Demised Premises, 
or a portion thereof, shall have been relet, Tenant shall pay to Landlord the 
rent up to the time of such expiration or termination, and thereafter, 
Tenant, until the expiration date as stated in Paragraph 1 herein, shall be 
liable to Landlord for, and shall pay to Landlord, as and for liquidated and 
agreed current damages, the difference, if any, between: (1) the basic annual 
rental and additional rent as stated in this Lease; and (2) any rent and 
additional rent received by Landlord from any new tenant in the Demised 
Premises, or a portion thereof.

21.   REMOVAL OF TENANT'S PROPERTY. Any equipment, fixtures, goods or other 
property of the Tenant, not removed by the Tenant upon the termination of 
this Lease, or upon any quitting, vacating or abandonment of the premises by 
the Tenant, or upon the Tenant's eviction, shall be considered as abandoned 
and the Landlord shall have the right, without any notice to Tenant, to sell 
or otherwise dispose of the same, at the expense of Tenant, and shall not be 
accountable to the Tenant for any part of the proceeds of such sale, if any.

22.   REIMBURSEMENT OF LANDLORD. If the Tenant shall fail or refuse to comply 
with or perform any conditions and covenants of the within Lease, the 
Landlord may, if the Landlord so elects, carry out and perform such 
conditions and covenants, at the cost and expense of the Tenant, and the said 
cost and expense shall be payable on demand. At the option of the Landlord 
the costs and


                                      7


 :  PAGE>


expenses shall be added to the installment of rent due immediately thereafter 
but in no case later than thirty (30) days after such demand, whichever 
occurs sooner, and shall be due and payable as such. This remedy shall be in 
addition to such other remedies as the Landlord may have hereunder by reason 
of the breach by the Tenant of any of the covenants and conditions in this 
Lease.

23.   NON-PERFORMANCE BY LANDLORD. This Lease and the obligation of the 
Tenant to pay the rent hereunder and to comply with the covenants and 
conditions hereof, shall not be affected, curtailed, impaired or excused 
because of the Landlord's inability to supply any service or material called 
for herein, by reason of any act of God, riot, civil commotion, strikes, 
lock-out, acts, orders or regulations of governmental authority, acts or 
failure to act of the other party, fire, tornado, windstorm, adverse weather 
conditions, rule, order, regulation or preemption by any governmental entity, 
authority, department, agency or subdivision or for any delay which may arise 
by reason of negotiations for the adjustment of any fire or other casualty 
loss or for any cause beyond the control of Landlord.

24.   NON-LIABILITY OF LANDLORD. The Landlord shall not be liable for any 
damage or injury which may be sustained by the Tenant or any other person, as 
a consequence of the failure, breakage, leakage or obstruction of the water, 
plumbing, stream, sewer, waste or soil pipes, roof, drains, leaders, gutters, 
valleys, downspouts or the like or of the electrical, gas, power, conveyor, 
refrigeration, sprinkler, airconditioning or heating systems, elevators or 
hoisting equipment; or by reason of the elements; or resulting from the 
carelessness, negligence or improper conduct on the part of any other Tenant 
or this Tenant or any other Tenant's agents, employees, guests, licensees, 
invitees, subtenants, assignees or successors; or attributable to any 
interference with, interruption of or failure, beyond the control of the 
Landlord, of any services to be furnished or supplied by the Landlord.

25.   NON-WAIVER BY LANDLORD. The various rights, remedies, options and 
elections of the Landlord, expressed herein, are cumulative, and the failure 
of the Landlord to enforce strict performance by the Tenant of the conditions 
and covenants of this Lease or to exercise any election or option or to 
resort or have recourse to any remedy herein conferred or the acceptance by 
the Landlord of any installment of rent after any breach by the Tenant, in 
any one or more instances, shall not be construed or deemed to be a waiver or 
a relinquishment for the future by the Landlord of any such conditions and 
covenants, options, elections or remedies, but the same shall continue in 
full force and effect.

26.   HAZARDOUS SUBSTANCES. (a) Tenant agrees not to generate, store, 
manufacture, refine, transport, treat, dispose of, or otherwise permit to be 
present on or about the Premises any Hazardous Substances. As used herein, 
Hazardous Substances shall be defined as any 'hazardous chemical,' 'hazardous 
substance' or similar term as defined in the Comprehensive Environmental 
Responsibility Compensation and Liability Act, as amended (42) U.S.C. 9601, 
ET SEQ.), the New Jersey Environmental Cleanup Responsibility Act, as amended 
(N.J.S.A. 13:1K-6 ET SEQ.), the New Jersey Spill Compensation and Control 
Act, as amended (N.J.S.A. 58:10-23.11B ET SEQ.), any rules or regulations 
promulgated thereunder, or in any other applicable federal, state or local 
law, rule or regulation dealing with environmental protection. It is 
understood and agreed that the provisions contained in this Paragraph shall 
be applicable notwithstanding the fact that any substance shall not be deemed 
to be a Hazardous Substances at the time of its use by the Tenant but shall 
thereafter be deemed to be a Hazardous Substance. Tenant agrees to indemnify 
and hold harmless the Landlord and each mortgagee of the Demised Premises 
from and against any and all liabilities, damages, claims, losses, judgments, 
causes of action, costs and expenses (including reasonable attorneys' fees) 
which may be incurred by Landlord or


                                      8





any such mortgagee or threatened against the Landlord or such mortgagee, 
relating to or arising out of any breach by Tenant of the terms of this 
Paragraph, said indemnity to survive the expiration or earlier termination of 
this Lease.

      (b) Within thirty (30) days of request therefor by Landlord, Tenant 
shall provide Landlord with: (i) its Standard Industrial Classification 
Number (said Standard Industrial Classification number to be obtained by 
reference to the then current Standard Industrial Classification Manual 
prepared and published by the Executive Office of the President, Office of 
Management and Budget or the successor or such publications); and (ii) an 
opinion letter from the DEP (or such other agency or body as shall then have 
jurisdiction over ECRA matters) in a form satisfactory to Landlord's counsel, 
stating the ECRA does not then apply to Tenant, Tenant's use and occupancy of 
the Demised Premises and the closing, terminating or transferring of 
operations at the Demised Premises, a Negative Declaration (as said term is 
defined in ECRA) duly approved by DEP or such other agency or body as shall 
then have jurisdiction over ECRA matters, or a Cleanup Plan (as said term is 
defined in ECRA) duly approved by DEP or such other agency or body as shall 
then have jurisdiction over ECRA matters.

27.   REAL ESTATE TAXES. Commencing no earlier than the second year of the 
term hereof, upon receipt of written notification, Tenant shall pay, as 
additional rent, its proportionate share of the increased real estate taxes 
assessed or imposed on the property over the base year (base year shall be 
defined as the calendar year 1995). Such additional rent shall be paid 
monthly or quarterly, as designated by Landlord. Landlord shall be entitled 
to the same remedies for non-payment of additional real estate taxes as for 
non-payment of rent. Tenant's liability for such increase in real estate 
taxes shall be imposed whether the increase is due to an increase in the tax 
rate or valuation or both. Tenant's proportionate share shall be determined 
by dividing the area of the Demised Premises by the total amount of leasable 
floor area in the building.

28.   MAINTENANCE. Commencing no earlier than the second year of the term 
hereof, upon receipt of written notification, Tenant shall pay, as additional 
rent, its proportionate share of the increase in operating expenses incurred 
by Landlord over the base year (base year shall be defined as the calendar 
year 1995). Such additional rent is to be paid quarterly, and shall be 
determined by dividing the area of the Demised Premises by the total amount 
of area in the building. For purposes of this Lease, expenses for maintaining 
and operating the building shall mean and include those expenses incurred in 
respect to the operation and maintenance of the building (excluding real 
estate taxes) in accordance with accepted principles of sound management and 
accounting practices as applied to the operation and maintenance of 
non-institutional, first class office buildings, including, but not limited 
to, expenses for heat, water, snow removal, landscaping, insurance and 
janitorial services.

29.   CONDEMNATION AND EMINENT DOMAIN. (a) In the event of a taking for any 
public or quasi-public use or purpose, by any lawful power or authority, by 
exercise of the right of condemnation or eminent domain, or by agreement 
between Landlord and those having the authority to exercise such right 
(hereinafter called a 'Taking') of the entire Demised Premises or such 
substantial portion thereof so that the balance of the Demised Premises is 
not suitable for the conduct of Tenant's normal business operations therein, 
then this Lease and the terms hereof shall cease and expire on the date of 
transfer of possession in connection with the Taking.

      (b) In the event of a Taking of any portion of the Demised Premises as 
a result of which this Lease is not terminated as provided above, or a Taking 
of more than forty (40%) percent of the


                                      9





leasable space at the Building (whether or not any portion of Demised 
Premises is included in the Taking), or a permanent denial or substantial 
impairment of adequate access to the Building and Demised Premises, then, in 
such event, Landlord or Tenant may, at its option, terminate this Lease by 
giving notice of termination to the other within sixty (60) days after 
receipt by Tenant of notice that the Taking will occur, such notice of 
termination to be effective as of the date of transfer of possession in 
connection with the Taking.

      (c) In the event this Lease is not terminated pursuant to the terms of 
this Paragraph, then Landlord shall promptly commence and with due diligence 
continue to restore the portion of the Building and the Demised Premises 
remaining after the Taking to substantially the same condition and 
tenantability as existed immediately preceding the Taking, to the extent such 
restoration may be accomplished with the available net proceeds of the award 
or payment to Landlord in connection with the Taking. During the period of 
restoration by Landlord, if the Taking or such restoration shall cause a 
material adverse impact on Tenant's business at Demised Premises, basic 
annual rent and additional rent shall be abated and adjusted in an equitable 
fashion. Upon completion of the restoration, basic annual rent and additional 
rent shall also be abated and adjusted in such manner as shall be just and 
equitable. In the event that Landlord shall fail to commence such restoration 
as hereinabove required, or if such restoration shall not be completed within 
twelve (12) months from and after the date of transfer of possession in 
connection with Taking, then, in either such event, Tenant shall have the 
right, as its exclusive remedy, to terminate this Lease by notice to 
Landlord, such notice to specify the effective date of termination.

      (d) Whether or not this Lease shall be terminated pursuant to the terms 
of this Paragraph, Tenant shall have the right in connection with any Taking 
to assert all claims available to it for loss of leasehold improvements, 
trade fixtures and equipment, and such other items of loss or damage as 
Tenant shall suffer as a result of the Taking with respect to which Tenant 
shall, from time to time under applicable law, be permitted to make an 
independent claim, provided that such claim by Tenant will not reduce the 
award or payment to Landlord in connection with the Taking.

      (e) Notwithstanding any provision of this Paragraph, in no event shall 
Landlord be obligated to expend, in connection with the repair or restoration 
of the Demised Premises pursuant to this Paragraph, any amount in excess of 
the award or payment in connection with the Taking. In the event that such 
award or payment shall be insufficient for the repair or restoration or in 
the event that Landlord's mortgagee shall apply all or any portion of such 
award of payment to the reduction of the indebtedness secured by such 
mortgage, then to the extent of such unavailable award or payment, Landlord 
shall be excused from the performance of repair or restoration work hereunder.

30.   HOLDING OVER BY TENANT. If Tenant shall remain in possession of the 
Demised Premises after the conclusion of the term of this Lease (and any 
renewal terms), Tenant shall become a month-to-month tenant under the 
provisions herein provided, but at a monthly basic rental equal to two (2) 
times the basic annual rental as set forth in Paragraph 2 herein. However, 
the amount due for additional rental shall remain as set forth in this Lease. 
Such month-to-month tenancy shall then continue until terminated by either 
Landlord or Tenant, upon sixty (60) days prior written notice to the other 
party, but, in any event, such termination shall not occur on a date other 
than the last day of a calendar month.

31.   RIGHT TO EXHIBIT. The Tenant agrees to permit the Landlord and the 
Landlord's agents, employees or other representatives to show the premises to 
persons wishing to rent or purchase the same


                                      10





on and after six (6) months next preceding the expiration of the term hereof.

32.   BROKER'S COMMISSION. The parties hereto hereby agree that there was no 
broker in this matter. Landlord and Tenant hereby indemnify and hold each 
other harmless for any and all claims by any brokers in connection with this 
transaction.

33.   OPTIONAL RENEWAL PERIOD. Tenant shall have the right to renew the 
within Lease for one (1) term of three (3) years, consecutive with the term 
herein provided, at the then prevailing 'fair market rent'. Tenant shall give 
the Landlord no less than six (6) months prior written notice by Certified 
Mail, Return Receipt Requested, of Tenant's intention to exercise the option 
to renew.

34.   OPTIONAL RENEWAL PERIOD - RENT. The 'fair market rent' as contemplated 
by Paragraph 33 hereof shall be determined as follows: Landlord shall notify 
Tenant of Landlord's opinion of the fair market rent for the Renewal Period 
at lease six (6) months prior to the end of the then current term hereof. If 
Tenant disputes Landlord's opinion, Tenant shall, within thirty (30) days 
after Landlord's said notice, by written notice to Landlord, either withdraw 
its exercise of its renewal option or notify Landlord that Tenant elects 
arbitration in accordance with then prevailing Rules of Commercial 
Arbitration of the American Arbitration Association. The said Association 
shall designated an appraiser familiar with office buildings located in the 
Middlesex County, New Jersey area. The arbitrator shall, after hearing 
testimony from the parties and their expert witnesses, have the authority to 
fix and determine the fair market rent for the Renewal Period. Each party 
shall pay the cost and expenses of its own expert witnesses and attorneys 
fees, and the cost of the arbitration shall be shared equally by the parties.

35.   TENANT'S ESTOPPEL. If, at any time after the commencement of the term 
hereof, Landlord or Tenant shall make written request therefor, Landlord or 
Tenant shall, within Tenant (10) days after such request, deliver to the 
other a written instrument, duly executed by Landlord or Tenant, certifying, 
if such be the case: (i) that this Lease is in force and effect; (ii) that 
this Lease has not been modified, amended or supplemented or specifying the 
modification, amendment or supplement; (iii) that Tenant or Landlord, as the 
case may be, is not in default hereunder, or if it is then in default, 
specifying the nature of the default and whether or not the time period for 
curing same has expired; (iv) the date or dates through which basic annual 
rent and additional rent have been paid; and (v) that there are no offsets or 
deductions against basic annual rent or additional rent, or if any are 
claimed, specifying the amount thereof and the basis therefor.

36.   GOVERNING LAW. This Lease, and the rights and obligations of the 
parties thereto, shall be interpreted and construed in accordance with the 
laws of the State of New Jersey.

37.   PARTIAL INVALIDITY. If any provision of this Lease shall be determined 
by a court of competent jurisdiction to be invalid, such determination shall 
not affect any of the other provisions of this Lease and such other 
provisions shall remain in full force and effect. If any provision of this 
Lease shall be capable of two constructions, one of which would render the 
provision valid and the other of which would render it invalid, then such 
provision shall have the construction and meaning which would render it valid.

38.   NOTICES. All notices required under the terms of this Lease shall be 
given and shall be complete by mailing such notices by certified or 
registered mail, return receipt requested, to the address of the parties as 
shown at the head of this Lease, or to such other address as may be 
designated in writing, which notice of change of address shall be given in 
the same manner.


                                      11





39.   TITLE AND QUIET ENJOYMENT. The Landlord covenants and represents that 
the Landlord is the owner of the premises herein leased and has the right and 
authority to enter into, execute and deliver this Lease; and does further 
covenant that the Tenant on paying the rent and performing the conditions and 
covenants herein contained, shall and may peaceably and quietly have, hold 
and enjoy the leased premises for the term aforementioned.

40.   ENTIRE CONTRACT. This Lease contains the entire contract between the 
parties. No representative, agent or employee of the Landlord has been 
authorized to make any representations or promises with reference to the 
within letting or to vary, alter or modify the terms hereof. No additions, 
changes or modifications, renewals or extensions hereof, shall be binding 
unless reduced to writing and signed by the Landlord and the Tenant.

41.   RIGHT OF FIRST REFUSAL. Tenant shall have the right of first refusal to 
lease any available space contiguous to the Demised Premises as shown on 
Exhibit A attached hereto. Tenant shall respond to Landlord's written notice 
within five (5) business days. In the event that Tenant fails to respond 
within said time period, Tenant's right of first refusal shall have been 
waived.




      The Landlord may pursue the relief or remedy sought in any invalid 
clause, by conforming the said clause with the provisions of the statutes or 
the regulations of any governmental agency in such case made and provided as 
if the particular provisions of the applicable statutes or regulations were 
set forth herein at length.

      In all references herein to any parties, persons, entities or 
corporations the use of any particular gender or the plural or singular 
number is intended to include the appropriate gender or number as the text of 
the within instrument may require. All the terms, covenants and conditions 
herein contained shall be for and shall inure to the benefit of and shall 
bind the respective parties hereto, and their heirs, executors, 
administrators, personal or legal representatives, successors and assigns.

      IN WITNESS WHEREOF, the parties hereto have set their hands and seals 
the day and year first above written:

WITNESS OR ATTEST:                     METRO PARK ASSOCIATES - LANDLORD



                                       BY: /s/ (Signature)
-------------------------                 -------------------------


                                       STARCOM - TENANT


                                       BY: /s/ (Signature)
-------------------------                 --------------------------






                                    EXHIBIT B
                              RULES AND REGULATIONS


1.    OBSTRUCTION OF PASSAGEWAYS. The sidewalks, entrances, passages, courts, 
elevators, vestibules, stairways, corridors and public parts of the Building 
shall not be obstructed or encumbered by Tenant or used by Tenant for any 
purpose other than the purpose for which they were intended

2.    PROJECTIONS FROM BUILDING. No equipment or other fixtures shall be 
attached to the outside walls or the windowsills of the Building or otherwise 
affixed so as to project from the Building without the prior written consent 
of the Landlord.

3.    SIGNS. Except as otherwise provided in this Lease, no sign or lettering 
shall be affixed by Tenant to any part of the outside of the premises, or any 
part of the inside of the premises so as to be clearly visible from the 
outside of the premises without the prior written consent of the Landlord.

4.    WINDOWS. Windows in the premises shall not be covered or obstructed by 
Tenant. No bottles, parcels or other articles shall be placed on the 
windowsills, in the halls, or in any other part of the Building other than 
the premises.

5.    FLOOR COVERING. Tenant shall not lay linoleum or other similar floor 
covering so that the same shall come in direct contact with the floor of the 
premises. If linoleum or other similar floor covering is desired to be used, 
an interlining of builder's deadening felt first shall be fixed to the floor 
by a paste or other material that may be easily removed with water, with the 
use of cement or other similar material being expressly prohibited.

6.    INTERFERENCE WITH OCCUPANTS OF BUILDING. Tenant shall not make, or 
permit to be made, any unseemly or disturbing noises or odors and shall to 
interfere with the other tenants or those having business with them.

7.    LOCKS AND KEYS. No additional locks or bolts of any kind shall be 
placed on any of the doors by Tenant. Tenant shall, upon termination of 
Tenant's tenancy, deliver to Landlord all keys to any space within the 
Building, either furnished to or procured by Tenant, and in the event of the 
loss of any keys furnished, Tenant shall pay to Landlord the cost of 
replacement thereof.

8.    MOVEMENT OF FURNITURE, FREIGHT OR BULKY MATTER. The carrying in or out 
of freight, furniture or bulky matter of any description must take place 
during such hours as Landlord may, from time to time, reasonably determine 
and only after advance notice to Landlord. The persons employed by Tenant for 
such work must be reasonably acceptable to Landlord. Tenant may, subject to 
such provisions, move freight, furniture, bulky matter, and other material 
into or out of the premises on Saturdays between the hours of 9:00 a.m. and 
1:00 p.m., provided that Tenant shall pay for any additional costs incurred 
by Landlord for elevator operators or security guards, and for other expenses 
occasioned by such activity of Tenant. If, at least five (5) days prior to 
such activity, Landlord requests that Tenant deposit with Landlord, as 
security for Tenant's obligation to pay such additional costs, a sum which 
Landlord reasonably estimates to be the amount of such additional cost, the 
Tenant shall deposit such amount with Landlord as security for such cost.

9.   SAFES AND OTHER HEAVY EQUIPMENT. Landlord reserves the right to 
prescribe the weight and position of all safes and other heavy equipment so 
as to distribute properly the weight thereof and to prevent any unsafe 
condition from arising. Business machines and other equipment shall be placed 
and maintained by Tenant at Tenant's expense in settings sufficient in 
Landlord's reasonable





judgment to absorb and prevent unreasonable vibration, noise and annoyance.

10.   NON-OBSERVANCE OR VIOLATION OF RULES BY OTHER TENANTS. Landlord shall 
not be responsible to Tenant for the non-observance or violation of any of 
these rules and regulations by any other tenant.

11.   AFTER HOURS USE. Landlord reserves the right to exclude from the 
Building, between the hours of 6:00 p.m. and 8:00 a.m. and at all hours on 
Saturdays, Sundays and Building holidays, all persons who do not present a 
pass to the Building signed by the Tenant. Each Tenant shall be responsible 
for all persons for whom such a pass is issued and shall be liable to the 
Landlord for the acts of such person.

12.   PLUMBING FACILITIES USE. Tenant shall not use the Building's plumbing 
facilities for any purpose other than that for which they were constructed 
and will not permit any foreign substance of any kind to be thrown therein 
and the expense of repairing any breakage, seepage or damage, no matter where 
occurring, resulting from a violation of this provision by Tenant or its 
agents, servants, employees, invitees or licensees shall be borne by Tenant. 
Wasteful and excessive or unusual use or misuse of Building standard office 
electrical service, water, sewer or other utilities is hereby expressly 
prohibited.

13.   VEHICLES. No bicycles, mopeds, motorcycles or other vehicles of any 
kind shall be brought into or kept in, on or about the premises, Building or 
Building area, except in those locations specifically designated by Landlord 
for same.

14.   ANIMALS. No animal of any kind shall be brought into, kept in, on or 
about the premises, Building or Building area, other than seeing eye dogs.

15.   LANDLORD'S RIGHTS. Landlord hereby reserves to itself any and all 
rights not granted to Tenant hereunder, including, but not limited to the 
following rights which are reserved to Landlord for its purposes in operating 
the Building:

      (a) the exclusive right to the use of the name of the Building for all 
purposes, except that Tenant may use the name as its business address and for 
no other purpose;

      (b) the right to change the name of the Building at any time and from 
time to time, without incurring any liability to Tenant for so doing;

      (c) the right to install and maintain a sign or signs on the exterior 
of the Building and/or anywhere in the Building area; and

      (d) the right to grant anyone the right to conduct any particular 
business or undertaking in the Building or Building area.

16.   MOVING. Moving in and out of the Building must be coordinated with the 
Landlord. At the discretion of the Landlord, moving may be required to be 
done under the supervision of the management personnel. No furniture will be 
moved in the Building's elevators without the permission of the Landlord and 
until necessary pads have been installed.




                            ADDENDUM TO LEASE BETWEEN
                         METROPARK ASSOCIATES, LANDLORD
                               AND STARCOM, TENANT

1.    This Addendum is hereby made a part of the attached Lease. Where the 
      terms ofthis Addendum differ from the terms of the Lease, this Addendum 
      shall control.

2.    The Lease is hereby amended to provide that the Demised Premises shall
      consist of a total of 6,668 square feet, rather than 3,962 square feet.

3.    The Lease is hereby amended to provide that, commencing on May 31, 1995, 
      the rent for the Demised Premises shall be One Hundred Three Thousand 
      Three Hundred Fifty Four Dollars per annum ($103,354). Eight Thousand Six
      Hundred Twelve ($8,612) Dollars Per Month, due and payable on the first 
      day of each calendar month.

4.    The Lease is hereby amended to provide that Tenant shall pay, as 
      additional rent, the cost of Tenant's electrical usage, based upon an 
      energy audit to be performed by a licensed energy audit company chosen 
      by the Landlord. Landlord estimates that Tenant's costs shall be $194.91 
      per month (based on previous usage for smaller space). However, this 
      amount is subject to increase pursuant to the results of the energy 
      audit, which audit shall be performed within sixty (60) days from date 
      of execution of this Agreement.

5.    The Lease is hereby amended to provide that Tenant's proportionate share 
      for purposes of operating expense and tax reimbursement shall be 4.95%.

6.    The Lease is hereby amended to provide that Tenant shall be provided with
      a total of five (5) reserved parking spaces, marked 'Starcom'.

7.    ALL OTHER TERMS AND CONDITIONS OF THE LEASE DATED APRIL 19, 1995 SHALL 
      REMAIN THE SAME.

      IN WITNESS WHEREOF, the parties hereto set their hands and seals.

                                         METRO PARK ASSOCIATES - LANDLORD



Dated:       [ILLEGIBLE]                  BY:  /S/ [ILLEGIBLE
      ---------------------------           ---------------------------------

                                         STARCOM - TENANT



                                         BY:  /S/ [ILLEGIBLE
                                            ---------------------------------

 :  PAGE>


[Floor Plan]





                            ADDENDUM TO LEASE BETWEEN
                         METRO PARK ASSOCIATES, LANDLORD
                           AND UTSTARCOMM, INC, TENANT

1.    This Addendum is hereby made a part of the attached Lease. Where the 
      terms of this Addendum differ from the terms of the Lease, this Addendum 
      shall control.

2.    Paragraph 1 of the Lease is hereby amended to provide that the Demised
      Premises shall consist of a total of 10,067 rentable square feet, rather
      than 6,668 square feet.

3.    Paragraph 2 of the Lease is hereby amended to provide that, commencing 
      July 1, 1996, the rent for the Demised Premises shall be Thirteen 
      Thousand One Hundred Forty-Four and 00/100 ($13,144.00) Dollars Per 
      Month, due and payable on the first day of each calendar month.

4.    Paragraphs 27 and 28 of the Lease are hereby amended to provide that,
      effective July 1, 1996, Tenant's proportionate share shall be 7.53%.

5.    All other terms and conditions of the lease dated shall remain the same.

      IN WITNESS WHEREOF, the parties hereto set their hands and seals.

                                        METRO PARK ASSOCIATES - LANDLORD



Dated:   6/17/96                        BY:  /s/ (Signature)
      --------------------------           -------------------------------

                                        UTSTARCOMM, INC. - TENANT



Dated:   6/11/96                        BY:  /s/ (Signature)
      --------------------------           -------------------------------





                                ADDENDUM TO LEASE
                     BETWEEN METRO PARK ASSOCIATES, LANDLORD
                           AND UTSTARCOMM, INC, TENANT

1.    This Addendum is hereby made a part of the attached Lease. Where the 
      terms of this Addendum differ from the terms of the Lease, this Addendum
      shall control.

2.    Paragraph 1 of the Lease is hereby amended to provide that, effective 
      on the later of: (a) completion of Landlord's Work as described in 
      Exhibit A attached hereto; or (b) August 1, 1997, (hereinafter the 'New 
      Commencement Date'), the Demised Premises shall consist of 12,080 
      rentable square feet of eighth floor space (the 'New Demised Premises').
      The Paragraph is further amended to provide that the initial term of the 
      Lease shall expire on July 31, 1998.

3.    Paragraph 2 of the Lease is hereby amended to provide that, commencing 
      on the New Commencement Date, the basic rent shall be the sum of Two 
      Hundred One Thousand Three Hundred Seventy-Three and 60/100 ($201,373.60)
      Dollars Per Annum; Sixteen Thousand Seven Hundred Eighty-One and 13/100 
      ($16,781.13) Dollars Per Month, due and payable in advance on the first 
      day of each calendar month.

4.    Paragraphs 27 and 28 of the Lease are hereby amended to provide that 
      Tenant's proportionate share shall be 9.06%.

5.    The Lease is hereby amended to provide that Tenant shall be responsible 
      for the costs of installation of data and telephone wiring for Select 
      Software Tools, Inc., another tenant in the Building. In addition, 
      Tenant shall share equally with Landlord with costs of moving the 
      operations of Select Software Tools, Inc. from their current location 
      to their new location in the Building.

6.    The Lease is hereby amended to provide that Tenant shall have the right 
      to renew this Lease, for two (2) terms of one (1) year each, consecutive 
      with the initial term, at the same terms and conditions as the original 
      Lease, as modified. Tenant shall provide Landlord with sixty (60) days 
      prior written notice of its intention to exercise its right to renew this
      Lease.

      IN WITNESS WHEREOF, the parties set their hands and seals this ______
day of July, 1997.

WITNESS OR ATTEST:                      METRO PARK ASSOCIATES - LANDLORD



                                        BY:  CHAUNCEY SHEY
------------------------------             ------------------------------

                                        UTSTARCOMM, INC. - TENANT



                                        BY:  /s/ (Signature)
------------------------------             ------------------------------