Product Manufacture and License Agreement - UTStarcom Inc. and Tollgrade Communications Inc.


                    PRODUCT MANUFACTURE AND LICENSE AGREEMENT

                                 BY AND BETWEEN

                                 UTSTARCOM, INC.

                                       AND

                         TOLLGRADE COMMUNICATIONS, INC.

                               DATED: MAY 13, 1997




                    PRODUCT MANUFACTURE AND LICENSE AGREEMENT

         THIS AGREEMENT, dated as of May 14, 1997 is entered into by and between
UTSTARCOM, INC., a _____________________ corporation with an office at 33 Wood
Avenue South, 8th Floor, Iselin, New Jersey 08830 (herein called 'UTStarcom'),
and TOLLGRADE COMMUNICATIONS, INC., a Pennsylvania corporation with its
principal offices at 493 Nixon Road, Cheswick, Pennsylvania 15024 (herein called
'Tollgrade').

         WHEREAS, UTStarcom has developed certain UTStarcom Licensed Know-How,
as defined herein, which would enable Tollgrade to produce versions of the
Product, as defined herein, that would be compatible with UTStarcom's System, as
defined herein; and

         WHEREAS, Tollgrade desires the right and license to use the UTStarcom
Licensed Know-How and apply the same to production of the Product; and

         WHEREAS, UTStarcom is willing to grant, and represents that it has the
right to grant, such right and license to Tollgrade under all of the terms and
conditions of this Agreement.

         NOW, THEREFORE, the parties, in consideration of the premises and
mutual covenants contained herein, intending to be legally bound, do hereby
agree as follows:

SECTION 1. DEFINITIONS.

         For purposes of this Agreement, each of the terms identified below
shall have the meaning set forth.

         1.1 'CONFIDENTIAL INFORMATION' shall have the meaning set forth in
Section 6.

         1.2 'EFFECTIVE DATE' means the date as described in Section 4.1 hereof.

         1.3 'PARTY' shall mean either UTStarcom or Tollgrade, as the case may
be, and 'Parties' shall mean both of them.

         1.4 'PRODUCT' means that switchable MCU-Registered Trademark- 
product for [*], designed and manufactured by Tollgrade and to which 
Tollgrade will apply the UTStarcom Licensed Know-How in order to produce 
versions of such products compatible with UTStarcom's System.

         1.5 'PURCHASE PRICE' shall have the meaning set forth in Section 3
hereof. All amounts are denominated in U.S. dollars.

         1.6 'TERM' shall have the meaning set forth in Section 4.1 hereof.

         1.7      'TERRITORY' means [*].


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         1.8 'TOLLGRADE LICENSED KNOW-HOW' shall include but not be limited to
technical information, interface component, intellectual property (including any
existing patents owned by or licensed to Tollgrade which Tollgrade has a right
to license, and any patents granted pursuant to applications now pending,
including any and all reissues and patent applications to be filed in the United
States or other countries), hardware, software, firmware, discoveries,
inventions, copyrights, trade methods, technology, designs, plans, drawings,
business secrets, samples, schematics, blueprints, formulations, test
instructions and processes relating to Tollgrade's MCU-Registered Trademark- 
products and related information that will be used by Tollgrade in connection
with its development and production of the Product hereunder.

         1.9 'UTSTARCOM LICENSED KNOW-HOW' shall include but not be limited to
technical information, interface components, intellectual property (including
any existing patents owned by or licensed to UTStarcom which UTStarcom has a
right to license, and any patents/ranted pursuant to applications now pending,
including any and all reissues and patent applications to be filed in the United
States or other countries), hardware, software, firmware, discoveries,
inventions, copyrights, trade methods, technology, designs, plans, drawings,
business secrets, samples, schematics, blueprints, formulations, test
instructions and processes relating to UTStarcom's System.

         1.10     'UTSTARCOM'S SYSTEM' means UTStarcom's AN-2000 carrier system.

SECTION 2. DEVELOPMENT; DELIVERABLES AND GRANT.

         2.1 DEVELOPMENT. Set forth on Exhibit A attached hereto and made a part
hereof is the schedule for development, review and field testing of the Product.
The schedule includes each Parties' responsibilities in the development effort,
including deliverables of components required for development and production.
Tollgrade shall use its best efforts to incorporate the UTStarcom Licensed
Know-How into the Product to produce a version of such Product that will be
compatible with UTStarcom's System. The Parties shall use their best efforts to
comply with the scheduling requirements of Exhibit A, but shall not be liable
for their failure to do so.

         2.2 UTSTARCOM DELIVERABLES. Set forth on Exhibit A are certain
deliverables to be provided by UTStarcom, including one fully operational
end-to-end AN-2000 system with documentation (referred to as 'System 1') and a
second such AN-2000 system with six remote terminal banks (referred to as
'System 2'). It will be necessary for Tollgrade to use System 1 during the
development and testing phases of this Agreement. UTStarcom agrees to provide
System 1 to Tollgrade [*], for Tollgrade's use during the development phase.
System 1 will be returned to UTStarcom by Tollgrade upon completion of
development and testing. It will be necessary for Tollgrade to use System 2
during the production phase of this Agreement. UTStarcom agrees to lend System 2
to Tollgrade for a period of [*] from the delivery date. At the end of such [*]
period, Tollgrade shall have the option to purchase System 2 from UTStarcom [*],
or return System 2 to UTStarcom [*] to Tollgrade. Tollgrade shall not be
responsible for reasonable wear and tear to System 1 or System 2 as a result of
Tollgrade's proper use for development, testing or production. UTStarcom shall
also provide, [*], face plates for the Product. At UTStarcom's option, Tollgrade
will install the face plates, provided that UTStarcom notifies Tollgrade with
its order for Product that it desires for the faceplates to be installed by
Tollgrade and UTStarcom provides Tollgrade with the necessary faceplates at that
time. If UTStarcom does not so notify Tollgrade, the Product will be shipped to
UTStarcom without faceplates for installation by UTStarcom.

         2.3 GRANT. Subject to the terms of this Agreement and commencing on the
Effective Date; UTStarcom hereby grants to Tollgrade a [*] right and license to
use and practice the



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UTStarcom Licensed Know-How in order to incorporate such UTStarcom Licensed
Know-How into the manufacture, design, engineering and service of the Product in
the Territory. Tollgrade shall have the right to manufacture, design and
engineer the Product in the Territory. Unless otherwise agreed, the license set
forth herein shall not include, and, except as otherwise specifically provided
herein, UTStarcom shall exclusively reserve for itself, the right to market or
sell the Product in the Territory under UTStarcom's private label. UTStarcom
represents and warrants to Tollgrade that it shall, at all times when Product is
available for marketing or sale under this Agreement, use its best efforts to
market and sell the Product in the Territory. Other than the Product, Tollgrade
shall not design or manufacture any other AN-2000-compatible units without the
prior written consent of UTStarcom. However, Tollgrade shall not be restricted
or construed in anyway from applying the Tollgrade Licensed Know-How in other
applications to systems manufactured by other system vendors in modified or
similar form, or from using such Tollgrade Licensed Know-How, unmodified by the
UTStarcom Licensed Know-How, in any other application whatsoever.

         2.4 FUTURE IMPROVEMENTS OF UTSTARCOM LICENSED KNOW-HOW. To the extent
any improvements to the UTStarcom Licensed Know-How are developed after the
Effective Date and such improvements are not provided to Tollgrade, the Parties
hereto acknowledge and agree that Tollgrade shall not be responsible or liable
for any incompatibility of the Product with UTStarcom's System as modified by
such future improvements to the UTStarcom Licensed Know-How.

         2.5 TOLLGRADE LICENSED KNOW-HOW. Subject to the restrictions of 
Section 5 hereof and the other terms of this Agreement, and commencing on the 
Effective Date, Tollgrade hereby grants to UTStarcom a [*] right and license 
to use the Tollgrade Licensed Know-How in the market, sale and support of the 
Product in the Territory under UTStarcom's private label, subject to the 
confidentiality restrictions set forth in Section 6 hereof. Nothing herein 
shall be interpreted to allow UTStarcom to use the Tollgrade Licensed 
Know-How for any purpose other than in connection with the market, sale and 
support of the Product in the Territory. In addition, UTStarcom may not 
sublicense its rights under this Agreement without Tollgrade's prior written 
consent.

         2.6 PRODUCT SUPPORT. Following development of the Product, Tollgrade
shall provide UTStarcom with [*] of service and training for up to [*], [*].
Tollgrade will provide UTStarcom with additional training or presentations at
the cost of [*], plus reimbursement for reasonable travel expenses, to
be scheduled as mutually agreed by the Parties. Any training, service and
presentations to be provided by Tollgrade at the cost outlined above shall be
only within [*]. Any training, service and presentations required outside of the
continental United States shall be separately negotiated by the Parties. Any
repair or other support services provided to UTStarcom by Tollgrade, outside of
those required by warranty, shall be charged at Tollgrade's standard charges for
such services.

         2.7 CERTIFICATIONS OR APPROVALS. UTStarcom will obtain, at its sole
cost and expense, any certifications or approvals required for the sale,
marketing or utilization of the Produce by UTStarcom or its customers.



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SECTION 3. ORDERING, PURCHASE AND PAYMENT.

         3.1 FORECASTS. During the manufacturing phase of this Agreement, and 
for the remainder of the Term, UTStarcom will provide Tollgrade with 
quarterly forecasts which will specify expected monthly volumes of Product 
that UTStarcom anticipates ordering from Tollgrade for the next quarter. In 
preparing and submitting such forecasts, UTStarcom acknowledges that 
Tollgrade will be relying on such forecasts in planning capital, labor and 
any other expenditures necessary to meet the anticipated volumes. As a 
result, Tollgrade must ship to UTStarcom only that number of Product on a 
monthly basis which is within [*] of the monthly forecasted volumes. (For 
example, if the monthly forecast is [*], but UTStarcom submits purchase 
orders for [*], Tollgrade will only be obligated to ship up to [*] for that 
month.) In the event that UTStarcom submits orders for a number of Product 
which exceeds [*] of the monthly forecast, Tollgrade and UTStarcom will work 
together to negotiate a mutually acceptable delivery schedule.

         3.2 ORDERING. UTStarcom will, from time to time, cause its United
States based operations to submit purchase orders to Tollgrade, which purchase
order will specify the number of units of Product to be shipped and the delivery
address, which shall be within the United States. The Parties agree that the
Tollgrade terms and conditions of sale, including any special payment or credit
terms that may be imposed on a going-forward basis by Tollgrade, shall apply to
any sale hereunder, notwithstanding the terms of the UTStarcom purchase order.
To the extent that UTStarcom can establish a credit and payment history with
Tollgrade that is reasonably satisfactory to Tollgrade, Tollgrade may permit
payment terms of net 30 with possible lot size limitations. If the Tollgrade
payment or credit terms conflict with the terms of this Agreement, then the
terms of this Agreement shall control. Subject to the limitations of Section 3.1
above, within thirty (30) days after receipt of the purchase order, Tollgrade
will ship the Product to the location specified. All shipments will be F.O.B.
shipping point designated as Tollgrade's, business address in Cheswick,
Pennsylvania.

         3.3 NON-RECURRING ENGINEERING CHARGES. UTStarcom shall pay to Tollgrade
certain Non-recurring Engineering Charges ('NRE') for its development efforts,
as specified below:

                  3.3.1 CONTRACT SIGNING. Upon execution of this Agreement by
         the Parties, but no later than May 14, 1997, prior to release of
         prototypes UTStarcom will pay to Tollgrade an NRE in the amount of [*].

                  3.3.2 PROTOTYPE ACCEPTANCE. Provided that Tollgrade has
         delivered acceptable prototype units to UTStarcom by the date specified
         on Exhibit A, UTStarcom will pay to Tollgrade a second NRE in the
         amount of [*] on or before [*].

                  3.3.3 PILOT RELEASE. Within [*] following Tollgrade's Pilot 
         Release date (projected to be near [*]), UTStarcom will pay to 
         Tollgrade a third NRE in the amount of [*].



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         3.4 MINIMUM PURCHASE COMMITMENT. UTStarcom agrees that, following 
completion of successful field testing, UTStarcom shall purchase from 
Tollgrade at least [*] of the Product, with [*] to be ordered and delivered 
on or before [*] and an additional [*] to be ordered and delivered on or 
before [*]. The purchase price for these [*] of Product shall be [*] (herein 
referred to as the 'Initial Purchase Price'), and UTStarcom agrees that it 
shall pay cash in advance or upon delivery for the purchase of these [*]. In 
the event that UTStarcom fails to purchase this minimum quantity hereunder, 
UTStarcom agrees that it shall pay to Tollgrade, within [*] of [*], a sum 
equal to the Initial Purchase Price for these units; [*].

         3.5 PURCHASE PRICE AND PAYMENT. During the Term of the Agreement,
UTStarcom shall pay to Tollgrade, for each unit of Product purchased hereunder,
a price as follows:

                  3.5.1 PURCHASE PRICE. In the event that UTStarcom meets the
         minimum volume commitment for purchase of Product, as specified in
         Section 3.4, UTStarcom shall be entitled to purchase, until [*], an 
         additional [*] of Product at the Initial Purchase Price. After [*], 
         UTStarcom shall pay Tollgrade an amount equal to [*] per Product for 
         each unit of Product purchased from Tollgrade (herein referred to as 
         the 'Purchase Price').

         3.6 RESTOCKING CHARGE. For any unit of Product returned to Tollgrade 
by UTStarcom (other than units returned as a result of warranty claims), 
Tollgrade will, to the extent UTStarcom has already paid the Purchase Price 
for such Product, refund to UTStarcom [*] of the Purchase Price for such 
unit. To the extent UTStarcom has not yet paid the Purchase Price for such 
returned Product at the time of return, Tollgrade will credit to UTStarcom 
the [*] fee. The [*] remainder of the Purchase Price is a restocking charge 
which will not be refunded or credited to UTStarcom, but will be retained by 
Tollgrade.

         3.7 INTEREST. If any fee, charge or payment payable under this
Agreement is not paid on the due date thereof, it shall bear interest from the
due date until the date paid at a rate equal to [*].

SECTION 4. TERM AND TERMINATION.

         4.1 EFFECTIVE DATE AND TERM. The Effective Date of this Agreement shall
be as of the date last signed below. The initial term of this Agreement shall
commence as of the Effective Date and shall continue for an initial two (2) year
period, and shall automatically be renewed thereafter on a year-to-year basis,
unless the Agreement is terminated as provided below in Section 4.2. Following
the initial term of the Agreement, Tollgrade shall be entitled to modify its
prices upon each annual renewal, with sixty (60) days prior written notice to
UTStarcom.

         4.2 TERMINATION. Each of UTStarcom and Tollgrade shall be entitled to
terminate this Agreement at any time, upon ninety (90) days prior written notice
to the other Party.


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         4.3 UTSTARCOM'S OBLIGATIONS IN THE EVENT OF TERMINATION. In the event
UTStarcom terminates this Agreement during any period that UTStarcom is subject
to the minimum volume requirement specified in Section 3.4 above, UTStarcom
shall remain obligated to purchase such minimum requirements in accordance with
the terms of Section 3.4, or in the absence of such purchase, pay the sums
specified therein, and shall remain obligated under any outstanding orders. In
the event UTStarcom terminates this Agreement or abandons the development effort
prior to successful field testing of the Product, UTStarcom shall pay to
Tollgrade a termination fee equal to [*] less any amounts paid to
Tollgrade by UTStarcom for NRE as defined in Section 3.3 of the Agreement,
payable within sixty (60) days of such termination or abandonment. Therefore,
upon payment in full by UTStarcom of all NRE amounts due under the Agreement,
UTStarcom will not be required to pay this termination fee if it terminates the
Agreement. The Parties agree that this sum is a reasonable estimate of the
damages that would be suffered by Tollgrade in the event of such termination or
abandonment, and is not intended as a penalty.

SECTION 5. TOLLGRADE'S PRODUCTS.

         Notwithstanding, anything that may be implied herein, but subject to
the limited license grated to UTStarcom to use Tollgrade Licensed Know-How as
specified in Section 2.4 above, any of Tollgrade's technical information,
components or other intellectual property that are used in the manufacture,
development, engineering, sale Or marketing of the Product, or that encompass
any component of or are derived from the benefit of the UTStarcom Licensed
Know-How, shall remain the sole and exclusive property of Tollgrade. UTStarcom
shall not disassemble, alter, reverse engineer or change the Product in any
manner whatsoever while such Product is in the possession of UTStarcom.
UTStarcom shall also obtain a covenant to this effect to the benefit of
Tollgrade from any third party end user of the Product. In the event there is
any malfunction or otherwise is a need to alter, change or disassemble the
Product, UTStarcom shall immediately notify Tollgrade prior to taking any such
action for resolution of the matter.

SECTION 6. CONFIDENTIALITY.

         6.1 CONFIDENTIAL INFORMATION. Each of Tollgrade and UTStarcom agree to
hold the other's ideas, inventions, proprietary technical information, trade
secrets, know-how and confidential business information, including the UTStarcom
Licensed Know-How and the Tollgrade Licensed Know-How ('Confidential
Information'), in confidence and each such Party shall not use or disclose such
Confidential Information to third parties except as provided in this Agreement.
The Parties will use their best efforts to have all Confidential Information be
in writing and suitably identified. Said information shall be treated by each
Party as it would treat its own Confidential Information.

         6.2 EXCEPTIONS. Not included within the restrictions set forth above
shall be information: (a) published or otherwise made available to the public
other than by a breach of this Agreement by the receiving Party; (b) known to a
Party hereto before disclosure by the other Party; (c) rightfully received by a
Party hereunder from an independent third party without restrictions on
disclosures; (d) approved in writing for release by the disclosing Party, or
known to or independently developed by the receiving Party without reference to
such information; (e) furnished to a third party by the disclosing Party without
a similar restriction on the third party's right to publish or disseminate; or
(f) disclosed pursuant to a


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court order, provided the other Party receives prior written notification of
such court order and is given the opportunity to restrict or stop such
disclosure.

         6.3 RETURN OF DOCUMENTS. Upon termination of this Agreement, the
receiving Party shall turn over to the disclosing Part, all plans,
specifications, drawings, documents, or other writings and recorded materials of
any kind embodying the disclosing Party's Confidential Information.

SECTION 7. REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION.

         7.1 WARRANTIES AND DISCLAIMER. Each unit of Product sold hereunder will
be accompanied by Tollgrade's [*] limited warranty. Defective components will be
repaired or replaced at Tollgrade's option. OTHER THAN AS SPECIFICALLY PROVIDED
HEREIN, TOLLGRADE SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER
EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY,
MARKETABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

         7.2 NO CONFLICT. Tollgrade and UTStarcom warrant that they have the
right to enter into and perform this Agreement. This Agreement neither
contradicts nor constitutes a breach of any other agreement or obligation to
which Tollgrade or UTStarcom is subject.

         7.3 UTSTARCOM REPRESENTATION AND WARRANTY. UTStarcom represents and
warrants that in the event the UTStarcom Licensed Know-How is being infringed,
or is being used, as the case may be, by a third party other than Tollgrade and
such third party has no right to do so, UTStarcom shall take all such actions as
are necessary and appropriate to enjoin such unauthorized infringement or use.
UTStarcom represents and warrants that (i) use of the UTStarcom Licensed
Know-How by Tollgrade for the manufacture, marketing and sale of the Product,
and (ii) the performance by UTStarcom under this Agreement, will not infringe
upon any upon the patent rights, trade secrets, or any other proprietary
confidential information of a third party. UTStarcom warrants that the UTStarcom
Licensed Know-How shall be of the same form and content as used by UTStarcom in
the UTStarcom System, and except for inadvertent error, will be in accordance
with the most recent practice at UTStarcom at the time of delivery.

         7.4 UTSTARCOM INDEMNITY. UTStarcom shall, at its sole expense, defend
and hold Tollgrade, its officers, directors, shareholders, employees, agents,
affiliate corporations, successors and assigns, free and harmless from all
losses, costs and damages in respect to any claim, action or suit, or for any
claim arising out of any such action or suit for infringement upon any patent or
proprietary rights of a third party or based on the use of the UTStarcom
Licensed Know-How, or for actively inducing infringement, or for contributory
infringement arising out of the performance of any action by Tollgrade under
this Agreement; provided, however, that Tollgrade may be represented in any such
action or suit by attorneys of its own selection, at Tollgrade's expense. In the
event that any injunction shall be obtained against the use of the UTStarcom
Licensed Know-How, or against the design or manufacture of the Product by
Tollgrade, in addition to its above obligations, UTStarcom shall, at the option
of Tollgrade and at UTStarcom's expense, procure for Tollgrade the right to
continue using said UTStarcom Licensed Know-How and design and manufacturing of
the Product under the infringed patent or proprietary rights, or modifying said
UTStarcom Licensed Know-How to become non-infringing.


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         7.5 TOLLGRADE INDEMNITY. Tollgrade shall, at its sole expense, defend
and hold UTStarcom, its officers, directors, shareholders, employees, agents,
affiliate corporations, successors and assigns, free and harmless from all
losses, costs and damages in respect to any claim, action or suit, or for any
claim arising out of any such action or suit for infringement upon any patent or
proprietary rights of a third party or based on the use of any of Tollgrade's
components, or for actively inducing infringement, or for contributory
infringement arising out of the performance of any action by UTStarcom under
this Agreement; provided, however, that UTStarcom may be represented in any such
action or suit by attorneys of its own selection, at UTStarcom's expense. In the
event that any injunction shall be obtained against the use of the Tollgrade
components, or against the marketing or sale of the Product by UTStarcom, in
addition to its above obligations, Tollgrade shall, at the option of UTStarcom
and at Tollgrade's expense, procure for UTStarcom the right to continue using
said Tollgrade components and marketing and sale of the Product under the
infringed patent or proprietary rights, or modifying said Tollgrade components
to become non-infringing.

         7.6 NOTICE OF CLAIM. Each Party shall promptly inform the other about
any claims under patent rights of third parties and shall impart all details
referring thereto, and the indemnifying Party shall have the right and
obligation to defend against said claims as provided in and subject to Sections
7.4 and 7.5 above.

         7.7 EXCLUSIVE REMEDY. The provisions in Sections 7.4 and 7.5 above set
forth the sole and exclusive rights and obligations of UTStarcom and Tollgrade
with respect to any infringement or claim of infringement as to the Product.

SECTION 8. GENERAL PROVISIONS

         8.1 NO CONSEQUENTIAL DAMAGES. In no event shall either Party be liable
for special, indirect, incidental, or consequential damages, whether arising
from or based upon breach of warranty, breach of contract, tort, including
negligence, indemnity or any other cause or basis whatsoever.

         8.2 LIMITATION OF LIABILITY. Tollgrade's total liability hereunder,
whether arising from breach of warranty, breach of contract or tort, including
liability arising from Tollgrade's negligence, strict liability, indemnity or
any other cause or basis whatsoever, is expressly limited to the compensation
actually received by Tollgrade hereunder.

         8.3 TRADEMARK RIGHTS. At all times that UTStarcom uses the trademark
'MCU' or otherwise refers to the 'Metallic Channel Unit' in connection with its
sale or support of Product hereunder, it shall acknowledge Tollgrade's
proprietary rights therein.

         8.4 NOTICES. All notices and other communications between the Parties
provided for in this Agreement shall be in writing and shall be deemed to have
been duly given and received when delivered by hand, facsimile or mailed first
class, postage prepaid to the following addresses:

         If to Tollgrade:           Tollgrade Communications, Inc.
                                    493 Nixon Road
                                    Cheswick, Pennsylvania 15024



                                       8





                                    Fax: (412) 274-8014

                                    Attention: Christian L. Allison, 
                                               Chief Executive Officer

          If to UTStarcom:          UTStarcom, Inc.
                                    33 Wood Avenue South, 8th Floor
                                    Iselin, New Jersey 08830
                                    Fax: (908) 548-1099
                                    Attention: Chang Kao

or to such other address or telephone number as to which notice has been duly
given.

         8.5 GOVERNING LAW. This Agreement shall be governed by and construed
according to the laws of the Commonwealth of Pennsylvania.

         8.6 ENTIRE AGREEMENT. This Agreement and all of its exhibits forming a
part hereof, all incorporated herein by this reference, constitute the complete
and entire statement of the agreement between the Parties hereto with respect to
the subject matter of this Agreement and any and all prior or contemporaneous
proposals, negotiations, agreements, commitments and representations, oral or
written, are merged herein.

         8.7 AMENDMENTS. No amendment or alteration may be made to this
Agreement in any manner other than in writing, and no such amendment or
alteration shall be effective unless signed by a duly authorized officer of each
of the Parties.

         8.8 WAIVER. No delay or omission by either Party to exercise any right
or power hereunder shall impair such right or power nor shall be construed to be
a waiver thereof. A waiver by either Party of any breach thereof shall not be
construed to be a waiver of any succeeding breach thereof or of any other
covenant contained herein.

         8.9 INVALIDITY. If any provision of this Agreement, or portion hereof,
violates applicable law, such provision or portion thereof shall be void and the
remainder of this Agreement shall remain in full force and effect.

         8.10 CAPTIONS. The sections and headings contained in this Agreement
are for ease of reference only and shall not in any way affect the meaning or
interpretation of this Agreement.

         8.11 INDEPENDENT CONTRACTOR. Nothing contained in this Agreement shall
be construed to constitute a relationship between the Parties hereto as one of
employer/employee, principal/agent, partnership, joint venture, or evidence that
either Party intends to constitute such a relationship. Each Party hereto shall
not hold itself out contrary to the terms of this Section 8.11 and each Party
shall not become liable or be bound by any representations, act, or omission
whatsoever of the other Party hereto contrary to the provisions of this
Agreement.


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         IN WITNESS WHEREOF, the Parties have executed this Agreement by their
duly authorized officers as of the date indicated below.

UTSTARCOM, INC.                               TOLLGRADE COMMUNICATIONS, INC.

By: /s/ Paul Berkowitz                        By:  /s/ Sara M. Antol
  --------------------------------               -----------------------------

Print Name:  Paul Berkowitz                   Print Name:  Sara M. Antol
           -----------------------                       ---------------------

Title:       V.P. Product Planning            Title: Chief Counsel & Secretary
      ----------------------------                  --------------------------

Date:        14 May 1997                      Date:        May 15, 1997
     -----------------------------                 ---------------------------


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                                    EXHIBIT A

                            SCHEDULE AND DELIVERABLES




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  ITEM                                       RESPONSIBLE PARTY                         DATE
  ----                                       -----------------                         ----
                                                                                 
--------------------------------------------------------------------------------------------

  All relevant AN-2000 interface                                                                                               
  Information required for the Integration                                                                                     
  of the Product                             UTStarcom                                 [*]
--------------------------------------------------------------------------------------------
  OEM Agreement Review                       Both Parties                              [*]
--------------------------------------------------------------------------------------------
  OEM Agreement Executed                     Both Parties                              [*]
--------------------------------------------------------------------------------------------
  Fully operational end-to-end AN-2000                                                                                         
  system with Associated documentation                                                                                         
  delivered to Tollgrade (System 1) for                                                                                        
  development and testing                    UTStarcom                                 [*]
--------------------------------------------------------------------------------------------
  3 AN-2000 Extender Cards applicable for                                                                                      
  testing the  Product delivered to                                                                                            
  Tollgrade                                  UTStarcom                                 [*]
--------------------------------------------------------------------------------------------
  10 prototype units of Product sent to                                                                                        
  UTStarcom in Iselin, NJ                    Tollgrade                                 [*]
--------------------------------------------------------------------------------------------
  Fully operational end-to-end AN-2000                                                                                         
  system with 6 remote terminal banks                                                                                          
  delivered to Tollgrade (System 2) for                                                                                        
  production                                 UTStarcom                                 [*]
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  Product available for sale to UTStarcom    Tollgrade                                 [*]
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[*] = 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.