Supply Agreement - Matsushita Electric Industrial Co. Ltd., Matsushita Communication Industrial Co. Ltd. and UTStarcom Inc.


                                                                AGREEMENT NO.

                                SUPPLY AGREEMENT

THIS AGREEMENT, made and entered into as of this 18th day of February, 2000, 
by and among Matsushita Electric Industrial Co., Ltd., acting through its 
Corporate Management Division for China, a Japanese Corporation, having its 
principal office at 3-2 Minami-Semba 4-chome, Chuo-ku, Osaka, Osaka 542-8588, 
Japan (hereinafter 'MEI'), Matsushita Communication Industrial Co., Ltd., 
acting through its Communication Systems Division, a Japanese corporation, 
having its principal office at 3-1 Tsunashima-Higashi 4-chome, Kohoku-ku, 
Yokohama, Kanagawa 223-8639, Japan (hereinafter 'MCI') ('MEI' and 'MCI' are 
collectively called 'Seller') and UTStarcom Inc., a Delaware corporation, 
having its principal office at 1275 Harbor Bay Parkway, Suite 100, Alameda, 
California 94502, U.S.A. (hereinafter 'Buyer').

                                   WITNESSETH:

WHEREAS, Buyer is desirous of purchasing from Seller certain Components of 
wireless local loop system (hereinafter defined) to have its affiliate in P. 
R. China assemble those Components into complete sets for sale thereof in P. 
R. China except for Hong Kong based on the technical assistance provided by 
MCI to Buyer pursuant to the Technical Assistance Agreement executed between 
MCI and Buyer on the 1st day of October, 1999 (hereinafter 'Technical 
Assistance Agreement'), and

WHEREAS, Seller is willing to supply such components to Buyer under the terms 
and conditions herein contained,

NOW, THEREFORE, in consideration of the mutual promises set forth herein and 
the mutual covenants herein contained, both parties hereto agree as follows:

                                    CLAUSE 1                                  
                                  DEFINITIONS

1.01     The term 'Products' means radio port controller (hereinafter 'RPC') 
and the radio port (hereinafter 'RP') with Buyer's brand name or no brand 
name (designated by Buyer) of which model numbers are described in SCHEDULE A 
attached hereto as an integral part hereof. The parties hereto also agree 
that even during the term of this Agreement, models of the Products may be, 
in writing, added to and/or removed from the SCHEDULE A upon mutual 
agreement. The diagrams of the Products shall be mutually discussed and 
agreed by the parties hereto in written instruments to be attached hereto as 
an integral part hereof, SCHEDULE B.

1.02     The term 'Components' means such electric, electronic and/or 
mechanical components, parts, pieces or sub-assemblies including packaging 
comprising Products, as will be from time to time so identified by Seller. 
The specifications of the Components shall be separately agreed by the 
parties hereto in writing.


[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY 
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT 
TO THE OMITTED PORTIONS UNDER 17.C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 
230.406.



1.03     The term 'Buyer's Affiliate' means UTStarcom (Hangzhou) Telecom Co., 
Ltd., a Chinese corporation, having its principal office at 3 Yile Industrial 
Park, Bldg 2/3 129 Wen Yi Road, Hangzhou 310012, P. R. China, which purchases 
the Components from Buyer and assembles the Components into complete sets for 
the sale thereof in P. R. China except for Hong Kong under the terms and 
conditions hereof.

                                    CLAUSE 2
                               BUYER'S AFFILIATES

2.01     Seller hereby agrees and acknowledges that Buyer's Affiliate 
purchases the Components through Buyer and assembles them into complete sets 
of Products for the resale in P. R. China except for Hong Kong, provided that 
Buyer shall have Buyer's Affiliate assume the same obligation of Buyer herein 
and Buyer shall obtain 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 P. R. 
China and resale of the Components in the form of the Products shall be at 
the responsibility and cost of Buyer.

                                    CLAUSE 3
                              SUPPLY OF COMPONENTS

3.01     For the effective term of this Agreement and subject to the terms 
and conditions herein contained, Seller agrees to sell to Buyer and Buyer 
agrees to purchase from Seller on non-exclusive basis certain Components only 
for the purpose of the assemble of the Components and the sale of the 
Products by Buyer's Affiliate in P. R. China except for Hong Kong, solely in 
the manner set forth in Clause 4 hereof.

                                    CLAUSE 4
                                MANNER OF SUPPLY

4.01     Firm (non-cancelable) orders for the Components shall be placed by 
Buyer to Seller, in writing and in accordance with this Clause 4 hereof, [*]. 
Such orders shall be placed to Seller in writing 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.

4.02     All deliveries of the Components shall be made on basis of [*], 
which shall be interpreted in accordance with the latest [*].


[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY 
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT 
TO THE OMITTED PORTIONS UNDER 17.C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 
230.406.



4.03     The parties hereto agree to establish the contracted minimum 
quantities as to each category of the Components to be assembled into 
Products shall purchase from Seller for P. R. China except for Hong Kong 
market during each term of this Agreement as follows:



         CATEGORY OF COMPONENTS     CONTRACTED MINIMUM QUANTITIES ON SHIPMENT BASE
         ----------------------     ----------------------------------------------
                                                             
                                    YEAR 2000        YEAR 2001         YEAR 2002
         for RPC                    [*]              [*]               [*]
         for RP                     [*]              [*]               [*]


4.04     The payment for the Components 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 
Components, provided that any shipment of Components should be made by air. 
Notwithstanding the foregoing, in case Buyer desires and Seller agrees, the 
payment for the Components 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. Further, the parties hereto 
acknowledge that upon the prior consent of Seller, some transactions of the 
Components may be made through a third party on condition that the payment 
terms of such transactions shall be made in advance of delivery by 
telegraphic transfer with some restrictions as separately agreed in writing 
between MEI and the third party, and/or Buyer and the third party.

4.05     The prices of the Components shall be separately discussed and 
mutually agreed from time to time by the parties hereto based on the 
following conditions: 

  (a) that prices of all items of the Components shall be quoted on basis of 
  [*]; 
  (b) that the prices of all items of the Components shall be quoted in the 
  currency of [*]; 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.

4.06     The quantities of below mentioned item of Components for the 
Products under [*] 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 the Components for the 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 COMPONENTS                 MINIMUM ORDER QUANTITY
         ------------------                 ----------------------
                                        
         for RPC                            [*]
         for RP                             [*]


                                    CLAUSE 5
                         USE OF COMPONENTS AND TRADEMARK

5.01     Seller shall affix Buyer's brand name and/or its trade name 
designated by Buyer ('Buyer's Mark') on such items of the Components as 
mutually agreed.

5.02     Seller acknowledges that Buyer has appropriate interest in the 
Buyer's Mark and that no tight, 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 Components/Products. Buyer agrees to 
indemnify and hold harmless Seller from and against any claim of trademark 
infringement by reason of the use of Buyer's brand on or in connection with 
the Components/Products hereunder.


[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY 
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT 
TO THE OMITTED PORTIONS UNDER 17.C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 
230.406.



                                    CLAUSE 6
                                    WARRANTY

6.01     Buyer shall submit to Seller a [*] report detailing the quality 
problem of the Components occurring in the market during the [*] the last 
delivery of the Components hereunder. Further, Buyer shall submit to Seller 
samples of the Components alleged to be defective upon request of Seller.

6.02     Buyer shall be responsible for warranty/servicing of the Products 
and any claims made by any third party against the Products once Buyer 
distributes or has distributed the Products in the market.

6.03     Seller agrees to provide, with no charge to Buyer, the quantities of 
each item of the Components equivalent to the percentages respectively set 
forth below of the quantities on relative individual purchase order accepted 
by Seller;



         ITEM OF COMPONENTS                 PERCENTAGE
         ------------------                 ----------
                                       
         for RPC                            [*]
         for RP                             [*]


In the event that the malfunctions or defects in any item of the Components, 
which Seller admits to be attributable to the manufacturer thereof as defects 
in design, parts or workmanship of Components based on data on quality 
problem occurring in market and Seller's analysis of samples of Components 
alleged to be defective, should occur in more than the respective percentages 
set forth above of total quantities of such item of the Component which have 
been delivered within last [*], Seller and Buyer will meet and discuss how to 
deal with such situation, on condition that Buyer performs its obligations 
stipulated in Clause 6.01.

6.04     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 Components which have been delivered within latest [*], Seller 
shall remedy all such malfunctions or defects in excess of such [*] in the 
way selected by Seller, on condition that Buyer performs its obligations 
stipulated in Clause 6.01.

6.05     Seller shall supply the Components of the Products to Buyer and 
Buyer shall purchase such Components from Seller, in the manner set forth in 
Clause 4 hereof, without any warranty by Seller and/or any of its affiliates 
that (i) the complete sets of Products assembled by Buyer's Affiliate from 
Components hereunder and (ii) the assembling process or method of the 
Components into the Products. Licenses or permissions if any necessary to 
assemble, sell or otherwise dispose of the complete sets of Products under 
any right owned or controlled by third parties shall be acquired by Buyer at 
its own risk and account.

6.06     (a) Seller agrees to indemnify and hold harmless Buyer from and 
against any claim made by any third party that the Component supplied 
hereunder infringe the rights of such 


[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY 
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT 
TO THE OMITTED PORTIONS UNDER 17.C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 
230.406.



third party in respect to patent, design, copyright or any other intellectual 
property right in P. R. China except for Hong Kong (hereinafter 'Intellectual 
Property Right'), and Seller shall assume the defense of any action, suit or 
proceeding against Buyer relating thereto and shall pay any damages assessed 
against or otherwise payable by Buyer as a result of the final disposition of 
any such claim, action, suit or proceeding, provided, that Buyer promptly 
notifies Seller of the commencement of any action, suit or proceeding, or 
threats thereof, and furnished to Seller all documents relating thereto, and 
further provided, that Seller is afforded the opportunity, in its sole and 
absolute discretion, to determine the manner in which such action, suit or 
proceeding shall be handled or otherwise disposed of. Buyer shall give Seller 
the cooperation Seller reasonably required, at Seller's sole cost and expense 
for reasonable out-of-pocket expenses incurred by Buyer and paid to third 
parties (except for salaries for Buyer's employees and fees and expenses of 
any counsel retained by Buyer in the defense of such claim, suit, action or 
proceeding). Notwithstanding the foregoing, Buyer may be represented in any 
suit by its own counsel at its own cost and expense; provided, however, that 
Buyer shall not consent to any settlement, judgment or decree in any such 
suit or pay or agree to pay any sum of money or agree to do any other act in 
compromise of such claim of a third party without first obtaining Seller's 
consent thereto in writing.

         (b) In the event that the use or sale of the Components as a part of 
Products is preliminary or permanently enjoined by reason of any third party 
Intellectual Property Right, Seller shall use its best effort, at Seller's 
sole cost and expense, take any of the following actions, in Seller's sole 
and absolute discretion: (i) procure for Buyer the right to continue the use 
and/or sale of the Components as part of Products; or (ii) provide Components 
which do not infringe such Intellectual Property Right and upon Seller's 
fulfillment of (i) or (ii) above, Seller shall thereafter be relieved of any 
further obligation or liability to Buyer as the result of or in connection 
with such infringement; provided, however, that if Seller elects either (i) 
or (ii) above, then to the extent that Seller is required to incur additional 
costs, the prices for the affected Components shall be renegotiated in good 
faith by the parties to take into such increased costs,

         (c) Notwithstanding anything herein to the contrary, the provisions 
of this CLAUSE 6.06 shall not apply to (i) any designs, specifications, or 
modifications supplied by Buyer or any items incorporated into the Components 
by Seller at Buyer's request (whether or not such items are manufactured by 
Seller or supplied by Buyer or third parties) or (ii) any combination or use 
of the Components by Buyer or its customer(s) with other equipment or 
devices; but, rather, in such cases, Buyer shall indemnify, defend and hold 
harmless Seller from and against any and all liabilities, costs, expenses, 
losses and damages of any nature, including counsel fees and expenses arising 
out of or relating to all claims that the same infringe on any Intellectual 
Property Right of any third parties.

         (d) In any event, Seller's responsibility stipulated in this CLAUSE 
shall be limited to the total amount of the payment by Buyer for the 
Components.

6.07     Business operations of Buyer (including assembly, sale or other 
disposition, quality guarantee to customers, product liability, servicing and 
advertising of complete set of any Product assembled by Buyer's Affiliate) 
shall be entirely for Buyer's own account and at Buyer's sole responsibility, 
and Seller (including Seller's affiliates and subsidiaries) shall not be 
responsible to Buyer, Buyer's Affiliate and any third party. Buyer shall 
indemnify for and hold Seller (including Seller's affiliated companies and 
subsidiaries) harmless from any losses, damages, costs and expenses arising 
out of or connection with business 


[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY 
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT 
TO THE OMITTED PORTIONS UNDER 17.C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 
230.406.



operations as provided in this CLAUSE.

6.08     EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTY, SELLER MAKES AND 
BUYER RECEIVES NO WARRANTY ON THE COMPONENTS, EXPRESS OR IMPLIED. STATUTORY, 
OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR COMMUNICATION WITH BUYER, AND 
SELLER SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR 
FITNESS FOR A PARTICULAR PURPOSE, INCLUDING, WITHOUT LIMITATION, FITNESS FOR 
COMBINATION WITH ANY INTERFACE DEVICES TO BUILD UP ANY SYSTEM.

                                    CLAUSE 7
                               SERVICE AFTER SALE

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

7.02     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 [*].

                                    CLAUSE 8
                               TERM & TERMINATION

8.01     This Agreement shall become effective as of the date first above 
written (herein referred to as Effective Date), and thereafter shall remain 
in force and effect for a period of three (3) years, unless earlier 
terminated in accordance with any other provisions of this Agreement.

         By mutual agreement at least ninety (90) days prior to expiration 
hereof, this Agreement may be extended for a period of one (1) year under the 
terms and conditions to be then mutually agreed to in writing.

8.02     Either party hereto has the right to terminate this Agreement by 
giving a written notice to the other party in case such other party shall 
have been in a breach and/or default of the provisions of this Agreement, and 
such breach and/or default shall not have been corrected within sixty (60) 
days after receipt of notice specifying the nature of such breach and/or 
default. 

8.03     Seller may at any time terminate this Agreement immediately by 
giving a written notice to Buyer upon any of the following events:

         1)   Any arrangement with direction or any application for 
              bankruptcy, receivership, winding up or other similar 
              proceeding against Buyer and/or Buyer's Affiliate 


[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY 
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT 
TO THE OMITTED PORTIONS UNDER 17.C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 
230.406.



              shall be made by Buyer, Buyer's Affiliate or any other person;

2)            All of or, in the opinion of Seller, substantial part of the 
              assets of Buyer and/or Buyer's Affiliate shall be seized or 
              attached in conjunction with any action against Buyer and/or 
              Buyer's Affiliate by any third party;

3)            A sale of all of or in the opinion of Seller substantially all 
              of the assets of Buyer is made, or this Agreement is assigned 
              by Buyer and/or Buyer's Affiliate without the prior written 
              consent of Seller;

4)            There occurs any such change in the capital ownership and/or 
              management control of Buyer and/or Buyer's Affiliate as, in the 
              opinion of Seller, may adversely affect the performance of this 
              Agreement and/or the benefits or rights of Seller in this 
              Agreement;

5)            There occurs any difficulties, in Seller's opinion, to perform 
              the obligation under this Agreement due to any of significant 
              changes of the political, economic or taxation policy by the 
              governmental or quasi-governmental organization or agencies in 
              the US or P. R. China;

6)            the Technical Assistance Agreement is, in any reason, 
              terminated;

7)            Seller judges that the quality of the Products assembled by 
              Buyer's Affiliate hereunder is found to be insufficient and 
              such insufficiency seems not to be corrected within a 
              reasonable period of time; and

8)            An import license of the Components into the US and/or an 
              import license of the Components from Buyer to Buyer's 
              Affiliate is not obtained from the competent authority of the 
              Government of the US or P. R. China, (to the extent that such 
              license is required by law), within one hundred and eighty 
              (180) days from the Effective Date hereof.

8.0      Termination or expiration of this Agreement shall not affect the 
right of Seller or Buyer which shall have accrued hereunder including, 
without limitation, the Seller's right to receive payment of the Components 
and the Buyer's right to receive the Components ordered but not delivered 
yet. However, if this Agreement is terminated due to any breach of this 
Agreement by either party, the other party shall have the right to cancel any 
firm order accepted by Seller without any liability to the breaching party.

8.05     No failure or delay on the part of either party hereto to exercise 
its right of termination of this Agreement for any one or more of the causes 
specified herein, shall be construed to prejudice its rights of termination 
hereof for any other or subsequent reason.

                                    CLAUSE 9
                               GENERAL PROVISIONS

9.01     The supervision of the installation of the Products may be made by 
Seller upon a Buyer's reasonable request and the Seller's acceptance thereof, 
provided that Buyer shall reimburse Seller for [*].

9.02     EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN CLAUSE 6 HEREOF AND THE 
EXPRESS WARRANTY IN CLAUSE 10.05 HEREOF, EACH PARTY'S LIABILITY FOR ANY LOSS 
OR DAMAGE ARISING OUT OF OR RESULTING FROM THESE TERMS AND CONDITIONS OR FROM 
ITS PERFORMANCE OR 


[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY 
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT 
TO THE OMITTED PORTIONS UNDER 17.C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 
230.406.



BREACH, OR IN CONNECTION WITH THE COMPONENTS PURCHASED HEREUNDER SHALL IN NO 
CASE EXCEED THE PURCHASE PRICE FOR THE SPECIFIC COMPONENT 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.

9.03     Neither this Agreement nor any rights or obligations hereunder shall 
be assignable or otherwise transferable by either party hereto, voluntarily 
or by operation of law or otherwise, without the prior written consent of the 
other party, and any assignment or transfer without such consent shall be 
null and void.

9.04     Neither party hereto shall be liable for delay or failure in the 
performance of this Agreement and/or individual purchase orders under this 
Agreement arising from any of the following matters: (i) acts of God or 
public enemy or war (declared or undeclared); (ii) acts of persons engaged in 
subversive activities or sabotage; (iii) fires, floods, explosions, or other 
catastrophes; (iv) epidemics or quarantine restrictions; (v) strikes, 
slowdowns, lockouts or labor stoppage or disputes of any kind; (vi) freight 
embargo or interruption of transportation; (vii) unusually severe weather; 
(viii) delays of a supplier of Seller due to any the above causes or events; 
and the time for performance by such party shall be extended by the period of 
any such delay. Notwithstanding the foregoing, should any delay resulting 
from such an event of Force Majeure set forth above exceed one-hundred-eighty 
(180) days, either party may terminate this Agreement or the portion of this 
Agreement so delayed.

9.05     Any confidential information owned by Seller prior to this Agreement 
or developed by Seller (or its parent, subsidiaries affiliates) during the 
term hereof and disclosed to Buyer in connection with subject matter hereof 
and the contents and existence of this Agreement shall not be disclosed by 
Buyer to any third party.

9.06     This Agreement shall be governed and construed in accordance with 
the laws of Japan without reference to its conflict of law principles.

9.07     Any and all disputes, controversies or differences which may arise 
between the parties hereto out of or in relation to this Agreement shall be 
settled between the parties hereto by their amicable endeavors.

         However, if in spite of such amicable endeavors of the parties 
hereto, no such solution can be reached within sixty (60) days after 
occurrence of such disputes, controversies or differences, then, they shall 
be finally settled (without being submitted to any court), except as 
otherwise expressly provided herein. In case Seller initiates the 
arbitration, the arbitration shall tale place in San Francisco, California, 
U. S. A., in accordance with the arbitration rules of American Arbitration 
Association. In case Buyer 


[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY 
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT 
TO THE OMITTED PORTIONS UNDER 17.C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 
230.406.



initiates the arbitration, the arbitration shall tale place in Tokyo, Japan 
in accordance with the arbitration rules of Japan Commercial Arbitration 
Association. Judgment upon the award rendered may be entered in any court 
having jurisdiction or application may be made to such court for a judicial 
acceptance of the award and an order of enforcement, as the case may be.

9.08     The CLAUSES 2.01, 3.01, 5.02, 6.04, 6.05, 6.06, 6.07, 7.01, 8.03, 
8.05, 9.02, 9.05, 9.06 9.07, 9.08 and 10 hereof shall survive the expiration 
or the termination of this Agreement.

9.08     This Agreement contains the entire and only agreement between the 
parties hereto with respect to the subject matter herein contained, and this 
Agreement supersedes and cancels all previous agreements, negotiations, 
commitments and writings with respect thereto, and may not be released, 
discharged, abandoned, changed or modified in any manner, orally or 
otherwise, except by an instrument in writing signed by a duly authorized 
officer or representative of the parties hereto.

                                    CLAUSE 10
                                 EXPORT CONTROL

10.01    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.

10.02    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 Law 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).

10.03    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 Clause, 'Military Purposes' means the design, development, 
manufacture or use of any weapon 


[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY 
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT 
TO THE OMITTED PORTIONS UNDER 17.C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 
230.406.



  including without limitation nuclear weapon, biological weapon, chemical 
  weapon and missiles.

  10.04    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.

  10.05    In the case of any breach of this Clause, 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.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement in three 
(3) original instruments, to be executed and delivered in the English 
language as of the date first above written, in a manner legally binding upon 
them, by their duly authorized officers, each of which shall be retained by 
Seller and Buyer respectively.



[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY 
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT 
TO THE OMITTED PORTIONS UNDER 17.C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 
230.406.




Seller:           MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD.
                  CORPORATE MANAGEMENT DIVISION FOR CHINA



                  By:                                         
                  Name:             Yukio Shotoku
                  Title:   Managing Director, Member of the Board


                  MATSUSHITA COMMUNICATION INDUSTRIAL CO., LTD.
                  COMMUNICATION SYSTEMS DIVISION



                  By:                                         
                  Name:             Yasuo Katsura
                  Title:   Director, Member of the Board



Buyer:            UTSTARCOM INC.



                  By:                                         
                  Name:             Hong Liang Lu             
                  Title:   President & CEO