Purchase Agreement for P. R. China Market - UTStarcom Inc. and Matsushita Electric Industrial Co. Ltd.


                                                           Agreement for China
                                                                  CONFIDENTIAL

                    PURCHASE AGREEMENT FOR P. R. CHINA MARKET

         THIS AGREEMENT (this 'Agreement') made, effective as of the 1st day of
April, 1999 ('Effective Date'), by and between UTSTARCOM INC., a Delaware
corporation, with its principal place of business at 1275 Harbor Bay Parkway,
Suite 100, Alameda, California 94502, the United States of America ('Buyer') and
MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD., CORPORATE MANAGEMENT DIVISION FOR
CHINA, a corporation organized under the laws of Japan, with its principal place
of business at 3-2, Minamisemba 4-chome, Chuo-ku, Osaka 542-8588, Japan ('MEI')
and MATSUSHITA COMMUNICATION INDUSTRIAL CO., LTD., a corporation organized under
the laws of Japan, with its principal place of business at 4-3-1,
Tsunashima-higashi, Kohoku-ku, Yokohama 223-8639, Japan ('MCI', MEI and MCI are
to be collectively called 'Seller').

                              W I T N E S S E T H:

         WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to buy from
Seller, the Products (as defined below) on an OEM basis and on the terms and
conditions set forth herein so that Buyer connects and integrates the Products
with other products to build up the wireless local loop system, and resells and
installs such system in P. R. China.

         NOW THEREFORE, in consideration of the mutual promises herein
contained, the parties agree as follows:

1.       DEFINITIONS

         SECTION 1.1 DEFINED TERMS. The following terms shall have the meanings
provided below;

                  (a) 'Agreement' means this master purchase agreement and all
exhibits and schedules hereto.

                  (b) 'Agreement Number' means the unique number first as set
forth above which shall be used by the parties to refer to this Agreement.

                  (c) 'Products' means the Radio Port Controller, the Radio Port
and the Personal Station with either Buyer's brand name or no brand name
(designated by Buyer) of which model numbers are described in Exhibit A attached
hereto as an integral part hereof. At any time during the term hereof, models of
the Products may be added or removed by amending Exhibit A in writing. The
specifications of the Products shall be mutually discussed and agreed by the
parties hereto in a separate written instruments.

                  (d) 'Individual Contract' shall mean the individual sale and
purchase contract made hereunder whereby Buyer places purchase order for the
Products in writing and Seller accepts such order in writing in accordance with
Sections 3.2 and 3.3.





                                                           Agreement for China
                                                                  CONFIDENTIAL

2.       PURCHASE AND SALE

         SECTION 2.1 AGREEMENT TO BUY AND SELL. (a) Buyer shall purchase from
Seller and Seller shall sell to Buyer such Products as Buyer may elect to
purchase and Seller agrees to sell from time to time during the term of this
Agreement by executing one or more Individual Contract(s), provided that Buyer
may place purchase orders for the Products only after the parties agree on
specifications thereof as provided for in Section 1.1 (c).

                  (b) Seller may also make available to Buyer, on such terms as
mutually agreed between Buyer and Seller from time to time, Products prototypes
and other early production runs of Products on a sample basis.

                  (c) Seller agrees that Buyer may cause its subsidiary,
UTStarcom (Hangzhou) Telecom Co., Ltd., 3 Yile Industrial Park, Bldg 2/3, 129,
Wen Yi Road, Hangzhou, 310012, P.R. China to perform certain rights and
obligations of Buyer hereunder, e.g., receipt of the Products and obligations of
Section l4.1, provided that Buyer proves and demonstrates to Seller's
satisfaction that said subsidiary has the license and approval necessary for
such performance of Buyer's rights and obligations, and, upon Seller's request,
provides Seller with copies and other materials showing such license and
approval. In such case, Buyer and such subsidiary shall be severally and jointly
responsible for such obligations of Buyer hereunder, and the performance of the
obligations of Buyer by the said subsidiary shall not release Buyer from
liability for the performance of its obligations hereunder. All the references
to Buyer herein shall include said subsidiary of Buyer where and to the extent
said subsidiary performs Buyer's obligations hereunder.

         SECTION 2.2 CONTRACTED MINIMUM QUANTITY. The parties hereto agree to
establish the contracted minimum quantities as to each item/model of Product
which Buyer shall purchase from Seller for P. R. China market during each term
of this Agreement as follows:




      Item of Products                     Contracted Minimum Quantity on Shipment Base
-------------------------------------      --------------------------------------------
                                         
      Radio Port Controller (RPC)                              [*]

      Radio Port (RP)                                          [*]

      Personal Station (PS)                                    [*]



3.       DOCUMENTATION AND PURCHASE ORDERS

SECTION 3.1 PRIORITY OF DOCUMENTATION. (a) This Agreement shall constitute a 
master purchase agreement for Buyer's purchase of Products from Seller and 
exclusively incorporates all the terms and conditions for the anticipated 
purchase and sale of such Products. In the event of a conflict between any of 
the terms in the body of this Agreement, any Individual Contract or other 
documentation issued by Buyer or Seller, the terms and conditions of this 
Agreement shall take precedence thereover.

[*] = 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.

                                      -2-


                                                           Agreement for China
                                                                  CONFIDENTIAL

                  (b) The terms and conditions of Individual Contracts,
acknowledgments, invoices or any other business forms submitted by either party
which conflict with or purport to amend the terms and conditions of this
Agreement are hereby specifically objected to by the other party and shall be of
no force or effect.

                  (c) No additional or different terms proposed by Seller or
Buyer shall become part of the Individual Contract or any transaction
contemplated hereunder without the written agreement of both Buyer and Seller
with the signatures of respective authorized directors.

         SECTION 3.2 ORDER PLACEMENT AND ACCEPTANCE. Firm (non-cancelable)
orders for the Products shall be placed by Buyer to Seller, in writing and in
accordance with this Article 3 hereof, [*]. Such orders shall be placed at least
[*] prior to the shipment date requested therein. Seller will consider the 
purchase orders from Buyer, and shall have no obligation to accept such orders.
In case of acceptance, Seller shall notify Buyer of the delivery date within 
[*] of Seller after the receipt of the relative firm order, and until
such notification is made, no order shall be binding on Seller.

         SECTION 3.3 MINIMUM ORDER QUANTITY. The quantities of below mentioned
item of Products under one monthly order shall be the same as or over the
respective minimum order quantities set forth below. In the event Buyer requests
to place a monthly order for any item of Products in the quantities less than
such minimum quantities, Buyer and Seller will have a discussion as to whether
Seller may accept such Buyer's request or not.




        ITEM OF PRODUCTS                          MINIMUM ORDER QUANTITY
   --------------------------               -------------------------------
                                          
   Radio Port Controller                                    [*]
   Radio Port                                               [*]
   Personal Station                                         [*]



4.       PRICING

         SECTION 4.1 PURCHASE PRICE. The prices of Products shall be separately
discussed and mutually agreed from time to time by the parties hereto based on
the following conditions:

                  (a) that the prices of all items of Products shall be quoted
on basis of FOB shipment port;

                  (b) that the prices of all items of Products shall be quoted
in the currency of US Dollar; and

                  (c) that any price change, if any is agreed by the parties
during its validity, shall be applied only to such Individual Contracts as are
made after the date of such price change.

[*] = 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.

                                      -3-


                                                           Agreement for China
                                                                  CONFIDENTIAL

5.   PRODUCT DISCONTINUANCE 

     SECTION 5.1 RIGHT TO DISCONTINUE PRODUCTS (a) Subject to its obligations
under any outstanding Individual Contracts, Seller reserves the right to cease
the manufacture and the offering of any Products to Buyer if such Product is not
made available to any other like customers of Seller. 

     (b) Seller shall provide Buyer at least [*] notice of any Product
discontinuance.

6.   DELIVERY 

     SECTION 6.1 ROUTING. All delivery of Products shall be made on basis of FOB
Japanese airport, which shall be interpreted in accordance with the latest
INCOTERMS.

     SECTION 6.2 DELAY OF SHIPMENT. Seller has the right to delay or withhold
the shipment of the Products if Buyer delays or fails to pay for the Products in
full conformity with the Article 7 hereinbelow. Seller shall bear no
responsibility for the delay of shipment due to and during the period of Buyer's
failure of payment for the Products in full accordance with the Article 7, and
Buyer shall incur any additional costs arising therefrom.

     SECTION 6.3 PACKING. The package of the Products shall be at Seller's
standard for exports of goods.

7.   PAYMENT SECTION

     7.1 PAYMENT. The payment for the Products shall be made by Buyer to Seller
by means of telegraphic transfer of funds to the bank account designated by MEI,
to be made at least [*] prior to the scheduled shipment date of relative
Products, provided that any shipment of the Products should be made by air.
Notwithstanding the foregoing, in case Buyer desires and Seller agrees, the
payment for Radio Ports and Radio Ports Controllers may be made by Buyer to
Seller by means of irrevocable and confirmed letter of credit, negotiable on [*]
after the date of Bill of Lading, to be opened in favor of MEI. In the event
that Buyer requests any specific shipment to be made by boat and Seller accepts
such request, both parties hereto shall from time to time discuss and decide me
date by which Buyer should make payment for the relative Products, provided,
however, that in no event shall such date be later than the date [*] prior to
the scheduled shipment date of relative Products. Such payment for the Products
shall be made in the currency of US Dollar.

     SECTION 7.2 SHIPPING INVOICE. Upon shipment of Products to Buyer pursuant
to an Individual Contract, Seller shall submit to Buyer a written shipping
invoice showing: (i) Seller's name and address; (ii) Buyer's purchase order
number and Individual Contract number given by Seller; (iii) description, model
number and quantity of Products shipped; (iv) unit and aggregate price; and (v)
special packing costs, if any. All information on the invoice must be consistent
with the relevant Individual Contract.


[*] = 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-


                                                           Agreement for China
                                                                  CONFIDENTIAL

8.   INSPECTION AND ACCEPTANCE

     SECTION 8.1 INSPECTION. The inspection of quality, quantity and packing of
the Products at Seller's premises shall be carried out in accordance with
Seller's inspection standards and procedures and shall be deemed as final.
Seller agrees to Buyer's right to send its representative to attend such
inspection at its own cost, and further agrees to send to Buyer data and results
of each inspection of the Products.

9.   LIMITED LIABILITY

     SECTION 9.1 QUALITY REPORT. Buyer shall submit to Seller a monthly report
detailing the quality problem of Products occurring in market during the term
hereof and [*] after the last delivery of the Products hereunder. Further, Buyer
shall submit samples of Products alleged to be defective upon request of Seller.

     SECTION 9.2 WARRANTY. Seller agrees to provide, with no charge to Buyer,
the quantities of each item of the Products equivalent to the percentages
respectively set forth below of the quantities on relative Individual Contract;



                     ITEM OF PRODUCTS                   PERCENTAGE
                     ----------------                   -----------
                                                      
                   Radio Port Controller                     [*]
                   Radio Port                                [*]
                   Personal Station                          [*]


     In the event that the malfunctions or defects in any item of the Products,
which Seller admits to be attributable to the manufacturer thereof such as
defects in design, parts or workmanship of Products based on data on quality
problem of Products occurring in market and Seller's analysis of samples of
Products alleged to be defective, should occur in more than the respective
percentages set forth above of the total quantities of item of the Products
which have been delivered within latest [*], Seller and Buyer will meet and
discuss how to deal with such situation, on condition that Buyer performs its
obligations stipulated in the Section 9.l.

     SECTION 9.3 EXCESSIVE FAILURE. In the event that any malfunctions or
defects in a particular model of the Products, which Seller admits to be
attributable to the manufacturer thereof such as defects in design, parts or
workmanship of Products based on data on quality problem of Products occurring
in market and Seller's analysis of samples of Products alleged to be defective,
should occur in identical components or parts by reason of the same cause in
more than [*] of the total number of such particular model of the Products which
have been delivered within latest [*], Seller shall remedy all such malfunctions
or defects in excess of such [*] maximum in the way selected by Seller, on
condition that Buyer performs its obligations stipulated in the Section 9.1.

     SECTION 9.4 WARRANTY DISCLAIMERS. EXCEPT FOR THE ABOVE EXPRESS LIMITED
WARRANTY, SELLER MAKES AND BUYER RECEIVES NO WARRANTY ON THE PRODUCTS, EXPRESS
OR IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF

[*] = 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-


                                                           Agreement for China
                                                                  CONFIDENTIAL

THIS AGREEMENT OR COMMUNICATION WITH BUYER, AND SELLER SPECIFICALLY
DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS
FOR A PARTICULAR PURPOSE, INCLUDING, WITHOUT LIMITATION, FITNESS FOR COMBINATION
WITH ANY INTERFACE DEVICES TO BUILD UP ANY SYSTEM. 

10.  SERVICE AFTER SALE 

     SECTION 10.1 SERVICE AFTER SALE. Repair and other service after sale for
the users of Products shall be at the cost and responsibility of Buyer. Seller
will provide Buyer with the replacement parts for the Products on the terms and
conditions to be mutually agreed upon by the parties from time to time during
the retention period provided for in Exhibit B attached hereto as an integral
part hereof.

         SECTION 10.2 SERVICE TRAINING. If the parties agree on a service
training for the Products, Seller will provide that in accordance with the
agreed terms and conditions, provided that Buyer shall reimburse Seller for air
freight, hotel accommodations and meals of Seller's employees conducting the
training, and will pay to Seller for each Seller's employee conducting the
training a [*].

11. BRAND NAME SECTION

     11.1 BUYER'S MARK (a) Seller shall affix Buyer's brand name and/or its
trade name designated by Buyer ('Buyer's Mark') on the designated items of
Products.

     (b) Seller acknowledges that Buyer has a proprietary interest in the
Buyer's Mark and that no right, interest, ownership or privilege of use of such
Buyer's Mark is accorded to Seller by reason of the relationship herein
established. Buyer warrants and represents that Buyer is a sole and exclusive
owner of Buyer's Mark as applied to the Products.

12.  DISCLAIMERS

     SECTION 12.1 LIMITATION ON LIABILITY EXCEPT AS EXPRESSLY PROVIDED HEREIN,
EACH PARTY'S LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF OR RESULTING FROM
THESE TERMS AND CONDITIONS OR FROM ITS PERFORMANCE OR BREACH, OR IN CONNECTION
WITH THE PRODUCTS PURCHASED HEREUNDER SHALL IN NO CASE EXCEED THE PURCHASE PRICE
FOR THE SPECIFIC PRODUCTS WHICH GIVE RISE TO THE CLAIM. NEITHER PARTY SHALL BE
LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES (WHETHER FORESEEABLE OR NOT), NOR FOR DAMAGES FOR LOSS OF BUSINESS, LOSS
OF PROFITS, LOSS OF CONTRACTS, OR ANTICIPATED SAVINGS (WHETHER FORESEEABLE OR
NOT), IN CONTRACT, TORT, (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY,
PRODUCT LIABILITY OR OTHERWISE, ARISING FROM THIS AGREEMENT OR INDIVIDUAL
CONTRACTS HEREUNDER, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGE.

[*] = 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.

                                      -6-


                                                           Agreement for China
                                                                  CONFIDENTIAL

13. PRODUCT LIABILITY 


     SECTION 13.1 INDEMNITY AND DEFENSE. (a) Seller agrees to defend, indemnify
and hold Buyer harmless against any liability, loss, expense, damage or cost
found by the court having jurisdiction in P.R. China under the product liability
law or the laws and regulations having the same effect in P.R. China, or agreed
in a settlement agreement between any plaintiffs and/or claimants and Seller,
with respect to personal injury or death or property damage alleged to have been
caused by any defect in the Products or part thereof provided, however, that the
foregoing indemnity and assumption of defense shall not be applied to any
instances where the alleged defect arises out of: (i) Buyer's failure to carry
out proper handling, operating, installation, testing, service and check out of
the Products and/or to follow Seller's reasonable instructions or advice with
respect to any of these matters; (ii) Buyer's utilization of any attachments or
interface devices or any modifications to the Products including any change to
its instruction manuals, installation manuals, service manuals, warranty card
and other related documents ('Related Documents') which are not approved by
Seller in writing and in advance, or Buyer's preparation of such Related
Documents by itself; (iii) Buyer's incorporation of any parts not supplied by
Seller into the Products and/or combination of any equipment not supplied by
Seller with the Products; (iv) Seller's compliance with any request,
instruction, design change, drawing or specification with respect to the
Products and Related Documents imposed on Seller by Buyer; (v) Buyer's wrong
explanation or failure to make necessary warning on the use or installation of
the Products to its customers or end users; or (v) any commission or omission of
Buyer.

     (b) Buyer agrees to defend, indemnify and hold Seller harmless against any
liability, loss, expense, damage or cost arising out of personal injury or death
or property damage alleged to have been caused by any of the instances (i),
(ii), (iii), (iv) and/or (v) specified in the above sub-section (a).

14.  STATUTORY APPROVAL SECTION 

     14.1 BUYER'S RESPONSIBILITY. Obtaining import license, type approval or any
other necessary governmental or administrative license or approval and taking
any procedures and steps necessary to comply with the laws and regulations of
the country of destination and resale of the Products shall be at the
responsibility and cost of Buyer.

15.  TERM AND TERMINATION 

     SECTION 15.1 TERM. The term (the 'Term') of this Agreement shall commence
on the Effective Date and end one year from such commencing date.

     SECTION 15.2 TERMINATION. Either party may, at its option, terminate this
Agreement, if the other party fails to remedy a material breach of this
Agreement within sixty (60) days of written notice from the non-breaching party
thereof.

                                      -7-



                                                           Agreement for China
                                                                  CONFIDENTIAL

     SECTION 15.3 EFFECT OF TERMINATION. (a) In the event of termination of this
Agreement for breach by either party in accordance with Section 15.2 hereof, all
amount owned by the breaching party to the non-breaching party shall become
immediately due and payable.

     (b) In the event of termination of this Agreement upon the expiration of
the Term or upon mutual agreement of the parties, all rights and licenses, if
any, granted hereunder to either party shall terminate, provided, however, that
all Individual Contracts that have been accepted prior to such termination shall
be filled in accordance with the terms and conditions of this Agreement.

     SECTION 15.4 TERMINATION WITHOUT PREJUDICE. Any termination of this
Agreement by either party for breach shall be without prejudice to the rights or
remedies of that party.

     SECTION 15.5 SURVIVAL. The following Articles and Sections and other
Articles and Sections which should survive by their nature shall survive the
termination or expiration of this Agreement: 2.1(c), 8.1, 9.1, 9.2, 9.3, 9.4,
10.1, 11.1, 12.1, 13.1, 14.1, 15.3, 15.4, 15.5, 17.2, 17.3, 17.7, and 17.9.

16.  NOTICE 

     SECTION 16.1 NOTICE. Whenever written notice required under the provision
of this Agreement, such notice shall be deemed sufficiently given if sent by
certified airmail to the other party at the address set forth below, or at such
other address as the party shall have specified by written notice.




                                               

If to Buyer    UTStarcom, Inc.                   If to Seller
               1275 Harbor Bay Parkway,          (MEI)        Matsushita Electric 
               Suit 100, Alameda, California                  Industrial Co., Ltd., Corporate
               94502, the U. S. A.                            Management Division for China,
Attention      Terry Campbell                                 System Sales Office at 3-2, 
                                                              Minamisemba 4-chome,                                                  
                                                              Chuo-ku, Osaka 542-8588, Japan

                                                 Attention    Director of China/Hong Kong
                                                              Sales Office

                                                 (MCI)        Matsushita Communication
                                                              Industrial Co., Ltd.,
                                                              Communication Systems Division
                                                              4-3-1 Tsunashima-higashi
                                                              Kohoku-ku, Yokohama 223-8639,
                                                              Japan
                                                  Attention   General Manager of International
                                                              Business Department


                                      -8-


                                                           Agreement for China
                                                                  CONFIDENTIAL

17.  MISCELLANEOUS

     SECTION 17.1 SUPERVISION. The supervision of the installation of Radio Port
Controllers, Radio Ports may be made by Seller upon Buyer's reasonable request
and Seller's acceptance, provided that Buyer shall reimburse Seller for air
freight, hotel accommodations and meals, and will pay to Seller for each
Seller's employee conducting the supervision a [*].

     SECTION 17.2 CONFIDENTIAL TREATMENT. The contents of this Agreement shall
in no event be disclosed by either party to third party except as required by
laws.

     SECTION 17.3 PUBLICITY. If and when Buyer desires to refer to the business
relationship with Seller herein established on its company profile, catalogues
or any other publicity materials, Buyer shall obtain Seller's prior written
consent thereto.

     SECTION 17.4 NO OTHER RIGHTS. This Agreement does not confer upon either
party by implication, estoppel, laches or by any other means any license or any
right other than those expressly granted herein.

     SECTION 17.5 INDEPENDENT CONTRACTORS. In making and performing this
Agreement, each party acts and shall act at all times as an independent
contractor, and nothing contained in this Agreement shall be construed or
implied so as to create the relationship of a partnership, agency, joint venture
or employer employee relationship between Buyer and Seller.

     SECTION 17.6 EXCUSABLE DELAYS. Neither party shall be liable for any
failure to perform or for any delay in the performance of any obligation under
this Agreement caused by circumstances beyond its reasonable control including,
but not limited to, fire, storm, flood, earthquake, explosion, war, rebellion,
insurrection, sabotage, labor disputes, delays in transportation, acts of God,
acts of any national state, or local government authority, and any judicial
action.

     SECTION 17.7 TRANSFERABILITY OF RIGHTS AND OBLIGATIONS. This Agreement is
not assignable by either party without the other party's prior written consent
thereto with the signature of its authorized director. Notwithstanding the
foregoing, any permitted assignment shall be binding upon and inure to the
benefit of the successors of the parties hereto.

     SECTION 17.8 GOVERNING LAW, DISPUTE, ETC. (a) This Agreement shall be
interpreted and governed in accordance with the laws of Japan, without reference
to its conflicts of laws principles. The 1980 United Nations Convention on
Contracts for the International Sale of Goods shall not apply to this Agreement.

     (b) Any disagreement in connection herewith shall be finally settled by
arbitration. If Seller initiates the arbitration, the arbitration shall be held
in San Francisco, California, the U. S. A. in accordance with the arbitration
rules of American Arbitration Association. If Buyer initiates the arbitration,
the arbitration shall be held in Tokyo, Japan in accordance with the arbitration
rules of Japan Commercial Arbitration Association.

[*] = 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.

                                      -9-


                                                           Agreement for China
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     SECTION 17.9 SEVERABILITY. In the event that any provision of this
Agreement is determined by a court of competent jurisdiction to be invalid, void
or unenforceable for any reason, the remaining portions of this Agreement shall
continue in full force and effect.

     SECTION 17.10 EXPORT CONTROL. (a) In -no event shall Seller be bound by any
terms and conditions that contravene any export laws, regulations or other
restraints of any relevant countries including but not limited to Japan and the
U. S. A.. All orders are subject to the obtaining of any required licenses under
the said relevant laws. Buyer shall, upon Seller's request, furnish Seller with
all information and documentation necessary for Seller in obtaining and
complying with the required licenses.

     (b) In the event that any and all the Products including replacement parts
thereto to be purchased by Buyer from Seller and any technical documents or
technical services to be supplied by Seller to Buyer relating thereto
(hereinafter collectively called 'GOODS') are included in and remain the
'restricted subject' whose export is controlled under the Foreign Exchange and
Foreign Trade Control Act and its relevant governmental/administrative
regulations of Japan, Buyer shall provide Seller with the 'End-Use Statement'
supplied by Seller and signed by Buyer, which is required for Seller to obtain
approvals of the Japanese Government, and Buyer shall strictly comply with any
and all provisions set forth therein. Specifically, Buyer shall not change the
end-use of GOODS set forth therein nor transfer the GOODS to any country other
than the countries set forth therein. In the event that Buyer is not the
end-user of GOODS, Buyer shall, upon request of Seller, make Buyer's customer(s)
sign such End-Use Statement and make such customer(s) understand and comply with
any and all the provisions therein. Buyer further agrees, upon request of
Seller, to render the assistance necessary for Seller to check and verify the
compliance with provisions of End-Use Statement by Buyer or its customer(s). 


     (c) During and after the term of this Agreement, Buyer shall not sell,
lease or otherwise dispose of GOODS, directly or indirectly, to any customer who
makes use of, is likely to or intends to make use of GOODS for 'Military
Purposes'. In this Article, 'Military Purposes' means the design, development,
manufacture or use of any weapon including without limitation nuclear weapon,
biological weapon, chemical weapon and missiles.

     (d) Buyer shall not export GOODS directly or indirectly through any third
party to any of the countries against which any economic sanction is imposed
under resolutions approved by the Security Council of the United Nations, as
long as such resolutions remain valid and effective and so far as GOODS remain
the 'prohibited subject' of which export to such countries is prohibited
thereunder.

     (e) In the case of any breach of this Article, Buyer shall be liable to
Seller for any and all direct and indirect damages incurred by Seller arising
from such breach, and Seller may cancel all existing Individual Contracts
hereunder and this Agreement immediately without any liability to Buyer.
Further, Seller shall not obliged to fulfill any Individual Contracts which are
accepted by Seller but subsequently discovered to be an improper end-use,
Military Purpose, and the like, or sale to improper end-user or intermediary.

                                      -10-


                                                           Agreement for China
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     SECTION 17.11 NON-WAIVER. The failure of either party to assert or enforce
any right arising under this Agreement shall not constitute a waiver of such
right, or any other right arising hereunder.

     SECTION 17.12 HEADINGS. Headings contained in this Agreement are for ease
of reference only and shall have no legal effect.

     SECTION 17.13 TRIPLICATION. This Agreement shall be executed in triplicate,
all of which, take together, shall constitute one single agreement among the
parties.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers, effective as of the
Effective Date.

BUYER:                             SELLER:

UTSTARCOM INC.                     MATSUSHTIA ELECTRIC INDUSTRIAL CO., LTD.,
                                   CORPORATE MANAGEMENT DIVISION FOR CHINA
 /s/  Hong Liang Lu                  /s/ Yukio Shohtoku
------------------------------     ------------------------------------------
Signed by:  Mr. Hong Liang Lu      Signed by:  Mr. Yukio Shohtoku
Title:   President & CEO           Title:   Managing Director,
                                            Member of the Board

                                   MATSUSHITA COMMUNICATION INDUSTRIAL CO., LTD.

                                    /s/ M. Akiyama
                                   --------------------------------------------
                                   Signed by:  Mr. Masaki Akiyama
                                   Title:  Senior Managing Director,
                                           Member of the Board

                                      -11


                                                           Agreement for China
                                                                  CONFIDENTIAL

                                    EXHIBIT A

                               APPLICABLE PRODUCTS
                               -------------------



                                    PRODUCTS
------------------------------------------------------------------------------
        ITEM                                         MODEL
---------------------------------       --------------------------------------
                                      
Radio Port Controller
1) Main shelf                                   EC-H11940-A
2) Main Control Card                            EC - C10967A
3) E1 Interface Card                            EC-L12998B
4) Radio Port Interface Card                    EC - L12999B
Outdoor Type Radio Port                         EA - 7H75B
Indoor Type Radio Port                          EA-7H74B
200mW Type Radio Port                           EA-7T56
Joint Box                                       EA 18888AA
Personal Station                                UTS - 701
Personal Station                                UTS -702





                                                           Agreement for China
                                                                  CONFIDENTIAL

                                    EXHIBIT B

                        RETENTION PERIOD OF PARTS SUPPLY




     ITEM OF PARTS                                  RETENTION PERIOD
-------------------------------------      ----------------------------------
                                        
Printed matter and packing material                       [*]
Mechanical parts (Appearance parts                        
Ie : case, etc.)                                          [*]
Mechanical and functional parts                           [*]
Electric parts                                            [*]





[*] = 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.