Commodities and Services Sales Contract - UTStarcom (China) Ltd. and Baoding Telecom Bureau


                                    CONTRACT



CONTRACT NO.:                       UTA-BJ-9902006

PRE-DATE:                           1999-02-12

CONCLUDED IN:                       Baoding City, Hebei Province




THE BUYER:                                           THE SELLER:


Baoding Telecom Burea, Hebei                         UT STARCOM (CHINA) LTD.
Baoding City, Hebei Province

Tel:  (0312) 3061816                                 Tel:  (010)-65542030
Fax: (0315) 3060000                                  Fax: (010)-65512058




TAX Register No.:                   110108734116590

Bank Where Account                  [*]
Opened & A/C Number:



         This contract is made between the BUYER and the SELLER, whereby the
BUYER agrees to buy and the SELLER agrees to sell the under-mentioned
commodities and services according to the terms and conditions as stipulated
hereafter:

         1.       TOTAL CONTRACT PRICE: [*]

         2.       COMMODITIES, SERVICES, SPECIFICATIONS, QUANTITY AND PRICES:

         3.       COUNTRY OF ORIGIN AND MANUFACTURER'S NAME:

                  UT Starcom (China), Inc.

         4.       DATE OF SHIPMENT:

                  4/10/1999


[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY 
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT 
TO THE OMITTED PORTIONS.




         5.       PLACE OF SHIPMENT:

                  Hangzhou, ZheJiang Province

         6.       PLACE OF DESTINATION:

                  Baoding Telecom Breau, Hebei Province

         7.       PACKING:

         The goods shall be packed in new strong case(s) / carton(s) suitable
for long distance transportation and well protected against dampness, moisture,
shock, and rust. The SELLERS shall be liable for any damage to the goods on
account of improper packing and for any rust damage attributable to inadequate
or improper protective measures taken by the SELLERS. 

         8. SHIPPING MARK:

         On the surface of each package, the package number, measurements, gross
weight, the lifting positions, such cautions as 'DO NOT STACK UP SIDE DOWN',
'HANDLE WITH CARE', 'KEEP AWAY FROM MOISTURE' and the following shipping mark
shall be stenciled legibly in faceless paint:

         9.       TRANSPORTATION:

         10.      PAYMENT CONDITIONS:

                  10.1     General

                           All payments by the BUYER to the SELLER shall be
                  effected in RMB (the exchange rate of which is determined as
                  the foreign currency middle price offered by the People's Bank
                  of China on the same day of transfer) by telegraphic transfer
                  to the Fu Hua Branch of Zhong Xin Bank of China, account
                  number is [*].

                  10.2     Equipment & Paying

                           (1)      [*]

                                    [*]                             [*]

                           (2)      [*]

                                    [*]                             [*]

                           (3)      [*]

                                    [*]                             [*]

                           (4)      [*]

[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY 
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT 
TO THE OMITTED PORTIONS.

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                                    [*]                              [*]

                           (5)      [*]

                                    [*]                              [*]

                  10.3     In the event that a payment required by 10.2 isn't 
made by the BUYER within the time period specified, the BUYER shall pay to 
the SELLER, in addition to the amount owed, a late payment fee of [*] of the 
amount owed per week or part thereof for each week the payment is delayed. 
The total amount of penalty shall not, however, exceed [*] of the total value 
of the goods.

         11.      WARRANTY:

         The SELLER warrants items supplied hereunder to be free from defects in
workmanship and material. The SELLER'S warranty for Equipment and Material will
commence upon delivery of the goods and will continue for a period of [*].
During the Warranty period the SELLER will, at its option, either repair or
replace items not conforming to the above warranty. If the BUYER determines that
any items should be returned, the SELLER shall bear transportation charges for
items returned to the SELLER in the PRC and return of the repaired or replaced
items to the installation site. 

         12.      INSPECTION AND CLAIMS:

                  12.1     Within seven (7) days after the arrival of the goods
at the place of destination, the packages shall be opened by the BUYERS in the
presence of the SELLER, shall be checked and signed jointly by the
representatives of the BUYER and SELLER.

                  12.2     In case of missing parts or damage due to the
SELLER'S faulty packing, the BUYER shall make a detailed record on the site, the
representatives of the BUYER and SELLER shall make and sign a protocol. Such
certificate or protocol may be utilized as proper evidence for replacement of
missed or damaged parts. Replacement of missing parts or repair of damaged parts
shall be completed in accordance with the provisions of Article 11, Warranty.

         13.      FORCE MAJEURE:

         The SELLER shall not be liable for any loss, damage, delay or failure
of performance resulting directly or indirectly from any cause which is beyond
its reasonable control including, but not limited to the laws, regulations, acts
or failure to act of any governmental authority. If performance under this
contract is prevented for two (2) months or longer by any of the foregoing
causes, SELLER or BUYER shall have the right to terminate this Contract by
giving written notice to the other party. 

         14.      LATE DELIVERY AND PENALTY:

         In case of delayed shipment, except for force majeure, the SELLER shall
pay to the BUYER for every week of delay a penalty amounting to [*] of the
total value of the goods whose shipment has been delayed. Any fractional part of
a week is to be considered as a full week. The total amount 

[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY 
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT 
TO THE OMITTED PORTIONS.

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of penalty shall not, however, exceed [*] of the total value of the goods 
involved in late shipment and is to be deducted from the amount due at the 
time of payment. In case the period of delay exceeds 10 weeks after the 
stipulated shipment date the BUYER has the right to terminate this Contract 
but the SELLERS shall still be liable for payment of the penalty, if 
applicable. 

         15.      CONFIDENTIALITY, USE OF INFORMATION AND EXPORT CONTROL:

                  15.1     All documentation, technical information, business
information and all software and related documentation (all herein after
designated as 'Information') which SELLER has furnished and which is indicated
as being confidential or proprietary shall remain SELLER'S property, SELLER
grants BUYER the right to use such Information subject to the following
conditions:

                           15.1.1   Such Information shall be treated in
confidence (except for any part thereof which is known to the BUYER to be free
of any obligation to keep in confidence) and used by the BUYER only to the
extent necessary to use, operate and repair the Equipment and Material.

                  15.2     BUYER agrees that it will not transmit any product
furnished here under to any third party, without the consent of the SELLER.

                  15.3     The obligations of the parties under this article
shall survive any expiration or termination of this Contract.

         16.      ARBITRATION:

         Both Parties shall strictly execute the contract in accordance with the
relevant laws and regulations of P.R.C. All disputes in connection with the
execution of the contract hereof shall be settled through mutual understanding
and friendly negotiation. In case no settlement can be reached through
negotiations, either party can apply to the appropriate organization for
arbitration or mediation. The arbitration fee shall be borne by the losing
party.

         17.      LIMITATION OF LIABILITY:

                  17.1     In the event of any breach of this Contract by
SELLER, or of any loss or injury to the BUYER arising out of this Contract for
which the SELLER is liable to the BUYER, the SELLER'S total cumulative liability
for all such breaches, losses, and injuries shall be the lesser of:

                           17.1.1   The actual value of the injury or loss to
the BUYER.

                           17.1.2   The total payments made to the SELLER.

         18.      VALIDITY, TERMINATION OF THE CONTRACT AND MISCELLANEOUS:

                  18.1     This Contract will come into force after being sealed
by both parties and signed by the representatives of both parties.


[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY 
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT 
TO THE OMITTED PORTIONS.

                                       -4-


                  18.2     This Contract will be terminated after both parties
have fulfilled their respective duties and obligations.

                  18.3     This Contract may be amended only by an instrument in
writing signed and sealed by the duly authorized representative of each party.

                  18.4     During implementation of this Contract, all notices
between the parties shall be by certified mail, telex or facsimile.

         19.      REMARKS:

         This Contract is made in two original copies, one copy to be held by
each party.

         20.

         21.      NOTES:




THE BUYER:                                           THE SELLER:

(Signature)                                          (Signature)

Baoding Telecom Breau,                               UT STARCOM (CHINA) LTD.
Hebei Province


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