Technical License and Assistance Agreement - UTStarcom Inc. and Mitsubishi Electric Corp.


                                   AMENDMENT#1
                  TO TECHNICAL LICENSE AND ASSISTANCE AGREEMENT

This Amendment is dated and entered into as of 21st day of February, 2000 by 
and between UTStarcom, Inc., a Delaware corporation with its place of 
business at 1275 Harbor Bay Parkway, Alameda, CA 94502, USA (hereinafter 
referred to as 'UTStarcom') and Mitsubishi Electric Corporation, acting 
through its Mobile Communication Business Division, a Japanese corporation 
with offices at 8-1-1 Tsukaguchi-honmachi, Amagasaki, Hyogo 661-8661, Japan 
(hereinafter referred to as 'Mitsubishi'). UTStarcom and Mitsubishi may 
collectively be referred to as the 'Parties'. Each may also be referred to 
individually as a 'Party'.

WHEREAS, The Parties entered into a contractual relationship on November 2nd, 
1999 (documented as the 'TECHNICAL LICENSE AND ASSISTANCE AGREEMENT' 
---hereinafter referred to as 'Agreement') for UTStarcom to develop PHS 
(Personal Handyphone System) handsets based on Mitsubishi's technology which 
is essential to or helpful in the development of PHS handset.

WHEREAS, UTStarcom desires to obtain from Mitsubishi additional license to 
manufacture and sell PHS handsets for itself, and

WHEREAS, The Parties wish to amend certain licensing and other terms of the 
Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants 
and conditions herein contained, the Parties mutually agree as follows:



[*] 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. 2. GRANT OF LICENSE

1.1  Article 2.1 (1) is hereby deleted in its entirety, and the following 
sentence is added:

'(1) Subject to the terms and conditions of this Agreement, Mitsubishi hereby 
grants to UTStarcom a [*] license to use the 
Licensed Technology for the term of this Agreement for the purpose of

     (i)  using or making UTStarcom's PHS handset within the territory of the
          [*] and

     (ii) selling UTStarcom's PHS handset on a [*]

1.2  Article 2.3 is hereby added to the Agreement as follows:

'2.3 SUPPLY OF PHS HANDSET

For purposes of resale or Mitsubishi internal use, at the request of 
Mitsubishi, UTStarcom shall supply PHS handsets made by UTStarcom hereunder 
in accordance with mutually acceptable negotiated terms, prices, delivery 
times and conditions established at the time of purchase. Such prices, 
delivery times, terms and conditions shall not be [*]

2. 6. DISCLAIMER OF WARRANTY AND LIABILITY

2.1 Article 6(1) is hereby amended by added by inserting the words 
'NON-INFRINGEMENT OF ANY THIRD PARTY'S RIGHT ' between the word 'TITLE,' and 
the word 'ARISING' on the fifth (5th) line.

2.2 Article 6(1) is hereby amended by added by inserting the words 'USE, MAKE 
OR SELL' between the word 'DEVELOP' and the word 'UTSTARCOM'S' on the ninth 
(9th) line.


[*] 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.




2.3 Article 6 (2) is hereby deleted in its entirety, and the following 
sentence is added:

'(2) Notwithstanding the forgoing, for the period of one [*] or [*] after the 
date when UTStarcom's PHS handset come onto the market, whichever comes 
earlier, if a technical problem of the Licensed Technology is found, the 
Parties will confer in order to find a mutually agreeable solution of the 
problem.'

2.4 Article 6(4) is hereby added to the Agreement as follows:

'(4) UTStarcom understands there may be a possibility of claims of 
intellectual property infringement related to this Agreement against 
UTStarcom. UTStarcom shall be responsible for taking all necessary steps to 
avoid and settle such claims of infringement at its own risk and expense.'

3. 8. TERM

Article 8 is hereby deleted in its entirety, and the following sentence is 
added:

'8.TERM
The term of this Agreement shall commence on the Effective Date and will 
continue until the date upon which this Agreement is terminated in accordance 
with Article 9.'

4. 9. TERMINATION

Article 9.4 is hereby amended in its entirety as follows by adding Article 
2.3 as a survival clause of the Agreement:

'9.4 SURVIVAL
The provisions of Articles 2.3, 4, 5, 6, 7, 8, 10, and 11 hereof shall 
survive any termination of this Agreement.'


[*] 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.




IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be 
executed by their respective duly authorized representatives as of the date 
first above written. All copies of this Amendment, signed by both Parties, 
shall be deemed originals.


MITSUBISHI                           UTSTARCOM

By:                                By:
   -------------------------------    ----------------------------
Name:                              Name:
     -----------------------------      --------------------------
Title:                             Title:
      ----------------------------       -------------------------
Date:                              Date:
     -----------------------------      --------------------------



[*] 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.