Joint Patent Filing Agreement - Matsushita Communication Industrial Co. Ltd. and UT Starcom Inc.

                       JOINT PATENT FILING AGREEMENT 

This Memorandum of Understanding is made and entered into effect as of this 
1st day of December, 1998, by and between Matsushita Communication Industrial 
Company Limited, a Japanese corporation having its principal place of 
business at 4-3-1, Tsunashima Higashi, Kohokuku, Yokohama 223 Japan 
(hereinafter referred to as MCI) and UT Starcom, Inc., a Delaware corporation 
having its principal place of business at 1275 Harbor Bay Parkway, Suite 100, 
Alameda, California 94502, USA (hereinafter referred to as UTS), in order to 
set forth the basic understanding between the parties regarding patent 
application of [*].

Whereas, MCI and UTS have cooperated in devising certain [*], which is deemed 
to be eligible for patent application.

Whereas, MCI and UTS is eager to apply for patent regarding this [*] in [*] 
and with the consent of both parties, in any other third country.

Now therefore, in consideration of the foregoing paragraphs, MCI and UTS 
agree as follows:

    1)  UTS shall immediately file the said patent application in [*].

    2)  Matsushita Electric Industrial Co., Ltd. (hereinafter referred to as 
        MEI), which is the parent company of MCI, shall file a patent 
        application corresponding to the said patent in [*] and with the 
        consent of UTS, in any other third country, six months after the 
        application of the said patent in [*] by UTS, and/ or after the 
        necessary approval of [*] regulatory authorities.

    3)  The total cost of necessary application fees shall be [*] between MCI 
        and UTS.

    4)  Either party, when supplying [*] utilizing the said patent to any 
        other third party, shall require the prior written consent of the 
        other party, but shall be free of any compensation, including but not 
        limited to royalty payment.

    5)  Both parties must consent in writing when licensing the said patent 
        to any other third party, and any royalty income collected as the 
        result shall be shared equally among the two parties.

In witness whereof, the parties hereto have caused this Agreement to be 
executed by their respective duly authorized representatives, effective as of 
the date first above written.

Matsushita Communication Industrial Co., Ltd.     UT Starcom, Inc.

Signed:  /s/ M. Akiyama                           Signed:  /s/ Paul Berkowitz   
--------------------------------------------------------------------------------
Name:        M. Akiyama                           Name         Paul Berkowitz   
--------------------------------------------------------------------------------
Title:   Senior Managing Director                 Titles    VP Product Planning 
--------------------------------------------------------------------------------
Date:    November 30, 1998                        Date:        9 Nov 98
--------------------------------------------------------------------------------