Agreement On Termination of Contract - Jitong Communication Co. Ltd., UTStarcom Inc., UTStarcom (China) Ltd. and Softbank Corp. of Japan


                         AGREEMENT ON TERMINATION OF CONTRACT

       This agreement is made by and among the following four (4) parties on
August 30, 1999 in Beijing:

       Party A:      Jitong Communication Co., Ltd.
       
       Party B:      UTStarcom, Inc. (formerly known as United Telecom Inc. of
                     the U.S.)
       
       Party C:      UTStarcom (China) Ltd.
       
       Party D:      Softbank Corporation of Japan
       
       WHEREAS:
       
       1.     the parties executed the 'Information Service Project Contract',
              the 'Internet Information Service Project Service Contract' and
              the 'Payment Agent Contract' ('collectively, hereinafter referred
              to as the 'Contracts') on June 11, 1998 with an aim of jointly
              constructing Internet Service Network (hereinafter referred to as
              the 'Project'); and

       2.     Party B has remitted to Party A a total of USD10,000,000 in cash
              pursuant to the Contracts;

              THEREFORE, in order to standardize the purpose of such Project,
       the parties have reached, on the basis of friendly consultations, the
       following agreement as to how to effect an overall solution to the
       matters relating to the said Project:
       
       1.     Party A shall repay the total sum of USD10,000,000 mentioned
              above, which is equal to RMB96,280,000 YUAN in cash (Ninety-six
              Million Two Hundred Eighty Thousand YUAN).
       
       2.     Party A undertakes to repay Party B the said sum at its earliest
              convenience and in good faith.  The parties agree to the following
              schedule of payment: on or prior to September 30, 1999, Party A
              shall pay Party B RMB50,000,000 YUAN (Fifty Million), and then on
              or prior to December 31, 1999, Party A shall pay Party B RMB
              46,280,000 YUAN (Forty-six Million Two Hundred Eighty Thousand
              YUAN.

       3.     The parties agree that Party A shall make its first installment of
              payment to Party B, i.e. prior to September 30, 1999, Party A
              shall remit a sum of RMB50,000,000 YUAN to a bank account
              designated by Party B. All the contracts and agreements executed
              by the parties prior to the execution of this Agreement shall be
              terminated as of the date when Party A shall make 

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              the foregoing payment and present a valid certificate of such 
              payment by the bank, which include but are not limited to the 
              'Cooperative Agreement') executed by and between Party A and 
              UTStarcom, Inc. of the U.S. on September 12, 1995, the 
              'Contract to Jointly Construct Internet Service Network 
              Contract' executed by and among Party A, Party D and Party B on 
              October 16, 1995, the 'Information Service Project Contract', 
              the 'Internet Information Service Project Service Contract' and 
              the 'Payment Agent Contract' executed on June 11, 1998 and the 
              'Framework Agreement' executed by and between Party A and Party 
              B on August 23, 1999.  With the exception of Party A's 
              obligations of repayment under this Agreement, all the matters 
              that are related to this Project shall automatically come to an 
              end, and there will exist no more relationship of rights and 
              obligations between Party A on the one hand and Parties B, C 
              and D on the other. 
       
       4.     If Party A fails to honor its obligations of repayment pursuant to
              the schedule set forth in this Agreement, Party A shall pay an
              overdue fine at an interest rate of 12% per annum.

       5.     If the exchange rate between US dollars and Renminbi is higher
              than 1: 8:715 after December 31, 1999, the amount unpaid and the
              overdue fine on the part of Party A shall be calculated in the
              following formula: the total of the unpaid amount and the overdue
              fine shall be divided by 8.3 and then multiply by the intermediate
              price of the exchange rate between the US dollars and Renminbi
              announced by the People's Bank of China on the day of Party A's
              payment.

       6.     This Agreement shall come into force upon execution by the
              parties.

       7.     This Agreement shall have four (4) original copies, with each
              party in possession of one copy.

       
       Jitong Communication Co., Ltd.
       
       /s/ Signature
       Legal Representative (or Authorized Representative)
       Date:  August 30, 1999

       UTStarcom, Inc. (formerly known as United Telecom Inc. of the U.S.)

       /s/ Signature
       Legal Representative (or Authorized Representative)
       Date:  August 30, 1999

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       UTStarcom (China) Ltd.
       /s/ Signature
       Legal Representative (or Authorized Representative)
       Date:  August 30, 1999
       
       Softbank Corporation of Japan
       
       /s/ Signature
       Legal Representative (or Authorized Representative)
       Date:  August 30, 1999

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