Exhibit 4.4

                                 UTSTARCOM, INC.

                       2003 NONSTATUTORY STOCK OPTION PLAN

          1. Purposes of the Plan. The purposes of this Nonstatutory Stock
Option Plan are:

             o    to attract and retain the best available personnel for
                  positions of substantial responsibility,

             o    to provide additional incentive to Service Providers, and

             o    to promote the success of the Company's business.

Options granted under the Plan will be Nonstatutory Stock Options.

          2. Definitions. As used herein, the following definitions will apply:

          (a) "Administrator" means the Board or any of its Committees as will
be administering the Plan, in accordance with Section 4 of the Plan.

          (b) "Applicable Laws" means the requirements relating to the
administration of stock option plans under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of
any foreign country or jurisdiction where Options are, or will be, granted under
the Plan.

          (c) Board" means the Board of Directors of the Company.

          (d) "Change in Control" means the occurrence of any of the following
events:

              (i) Any "person" (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 of
the Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the total voting power represented
by the Company's then outstanding voting securities; or

              (ii) The consummation of the sale or disposition by the Company of
all or substantially all of the Company's assets; or

              (iii) The consummation of a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity or its parent) at least
fifty percent (50%) of the total voting power represented by the voting
securities of the Company or such surviving entity or its parent outstanding
immediately after such merger or consolidation.


<PAGE>

          (e) "Code" means the Internal Revenue Code of 1986, as amended.

          (f) "Committee" means a committee of Directors appointed by the Board
in accordance with Section 4 of the Plan.

          (g) "Common Stock" means the Common Stock of the Company.

          (h) "Company" means UTStarcom, Inc., a Delaware corporation.

          (i) "Consultant" means any person, including an advisor, engaged by
the Company or a Parent or Subsidiary to render services to such entity.

          (j) "Director" means a member of the Board.

          (k) "Disability" means total and permanent disability as defined in
Section 22(e)(3) of the Code.

          (l) "Employee" means any person, including Officers, employed by the
Company or any Parent or Subsidiary of the Company. A Service Provider will not
cease to be an Employee in the case of (i) any leave of absence approved by the
Company or (ii) transfers between locations of the Company or between the
Company, its Parent, any Subsidiary, or any successor. Neither service as a
Director nor payment of a director's fee by the Company will be sufficient to
constitute "employment" by the Company.

          (m) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

          (n) "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

              (i) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value will be the closing sales price for such stock (or the closing
bid, if no sales were reported) as quoted on such exchange or system for the
last market trading day prior to the time of determination, as reported in The
Wall Street Journal or such other source as the Administrator deems reliable;

              (ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value of
a Share of Common Stock will be the mean between the high bid and low asked
prices for the Common Stock on the last market trading day prior to the day of
determination, as reported in The Wall Street Journal or such other source as
the Administrator deems reliable;

              (iii) In the absence of an established market for the Common
Stock, the Fair Market Value will be determined in good faith by the
Administrator.

          (o) "Notice of Grant" means a written or electronic notice evidencing
certain terms and conditions of an individual Option grant. The Notice of Grant
is part of the Option Agreement.



                                       2
<PAGE>


          (p) "Officer" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

          (q) "Option" means a nonstatutory stock option granted pursuant to the
Plan, that is not intended to qualify as an incentive stock option within the
meaning of Section 422 of the Code and the regulations promulgated thereunder.

          (r) "Option Agreement" means a written or electronic agreement between
the Company and an Optionee evidencing the terms and conditions of an individual
Option grant. The Option Agreement is subject to the terms and conditions of the
Plan.

          (s) "Option Exchange Program" means a program whereby outstanding
options are surrendered in exchange for options with a lower exercise price.

          (t) "Optioned Stock" means the Common Stock subject to an Option.

          (u) "Optionee" means the holder of an outstanding Option granted under
the Plan.

          (v) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

          (w) "Plan" means this 2003 Nonstatutory Stock Option Plan.

          (x) "Service Provider" means an Employee, Consultant or Director.

          (y) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 12 of the Plan.

          (z) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

          3. Stock Subject to the Plan. Subject to the provisions of Section 12
of the Plan, the maximum aggregate number of Shares which may be optioned and
sold under the Plan is 1,500,000 Shares. The Shares may be authorized, but
unissued, or reacquired Common Stock.

          If an Option expires or becomes unexercisable without having been
exercised in full, or is surrendered pursuant to an Option Exchange Program, the
unpurchased Shares which were subject thereto will become available for future
grant or sale under the Plan (unless the Plan has terminated).

          4. Administration of the Plan

          (a) Administration. The Plan will be administered by (i) the Board or
(ii) a Committee, which committee will be constituted to satisfy Applicable
Laws.



                                       3
<PAGE>

          (b) Powers of the Administrator. Subject to the provisions of the
Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator will have the authority, in
its discretion:

              (i) to determine the Fair Market Value of the Common Stock;

              (ii) to select the Service Providers to whom Options may be
granted hereunder;

              (iii) to determine whether and to what extent Options are granted
hereunder;

              (iv) to determine the number of shares of Common Stock to be
covered by each Option granted hereunder;

              (v) to approve forms of agreement for use under the Plan;

              (vi) to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any award granted hereunder. Such terms and conditions
include, but are not limited to, the exercise price, the time or times when
Options may be exercised (which may be based on performance criteria), any
vesting acceleration or waiver of forfeiture restrictions, and any restriction
or limitation regarding any Option or the shares of Common Stock relating
thereto, based in each case on such factors as the Administrator, in its sole
discretion, will determine;

              (vii) to reduce the exercise price of any Option to the then
current Fair Market Value if the Fair Market Value of the Common Stock covered
by such Option will have declined since the date the Option was granted;

              (viii) to institute an Option Exchange Program;

              (ix) to construe and interpret the terms of the Plan and awards
granted pursuant to the Plan;

              (x) to prescribe, amend and rescind rules and regulations relating
to the Plan, including rules and regulations relating to sub-plans established
for the purpose of satisfying applicable foreign laws;

              (xi) to modify or amend each Option (subject to Section 14(b) of
the Plan), including the discretionary authority to extend the post-termination
exercisability period of Options longer than is otherwise provided for in the
Plan;

              (xii) to authorize any person to execute on behalf of the Company
any instrument required to effect the grant of an Option previously granted by
the Administrator;

              (xiii) to determine the terms and restrictions applicable to
Options;



                                       4
<PAGE>

              (xiv) to allow Optionees to satisfy withholding tax obligations by
electing to have the Company withhold from the Shares to be issued upon exercise
of an Option that number of Shares having a Fair Market Value equal to the
minimum amount required to be withheld. The Fair Market Value of the Shares to
be withheld will be determined on the date that the amount of tax to be withheld
is to be determined. All elections by an Optionee to have Shares withheld for
this purpose will be made in such form and under such conditions as the
Administrator may deem necessary or advisable; and

              (xv) to make all other determinations deemed necessary or
advisable for administering the Plan.

          (c) Effect of Administrator's Decision. The Administrator's decisions,
determinations and interpretations will be final and binding on all Optionees
and any other holders of Options.

          5. Eligibility. Options may be granted to Service Providers.

          6. Limitation. Neither the Plan nor any Option will confer upon an
Optionee any right with respect to continuing the Optionee's relationship as a
Service Provider with the Company, nor will they interfere in any way with the
Optionee's right or the Company's right to terminate such relationship at any
time, with or without cause.

          7. Term of Plan. The Plan will become effective upon its adoption by
the Board. It will continue in effect for ten (10) years, unless sooner
terminated under Section 14 of the Plan.

          8. Term of Option. The term of each Option will be stated in the
Option Agreement.

          9. Option Exercise Price and Consideration.

          (a) Exercise Price. The per share exercise price for the Shares to be
issued pursuant to exercise of an Option will be determined by the
Administrator.

          (b) Waiting Period and Exercise Dates. At the time an Option is
granted, the Administrator will fix the period within which the Option may be
exercised and will determine any conditions which must be satisfied before the
Option may be exercised.

          (c) Form of Consideration. The Administrator will determine the
acceptable form of consideration for exercising an Option, including the method
of payment. Such consideration may consist of (without limitation):

              (i) cash;

              (ii) check;

              (iii) promissory note;



                                       5
<PAGE>

              (iv) other Shares, provided Shares acquired from the Company, (A)
have been vested and owned by the Optionee for more than six (6) months on the
date of surrender, and (B) have a Fair Market Value on the date of surrender
equal to the aggregate exercise price of the Shares as to which said Option will
be exercised;

              (v) consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the Plan;

              (vi) a reduction in the amount of any Company liability to the
Optionee, including any liability attributable to the Optionee's participation
in any Company-sponsored deferred compensation program or arrangement;

              (vii) such other consideration and method of payment for the
issuance of Shares to the extent permitted by Applicable Laws; or

              (viii) any combination of the foregoing methods of payment.

          10. Exercise of Option.

          (a) Procedure for Exercise; Rights as a Stockholder. Any Option
granted hereunder will be exercisable according to the terns of the Plan and at
such times and under such conditions as determined by the Administrator and set
forth in the Option Agreement. Unless the Administrator provides otherwise,
vesting of Options granted hereunder shall be suspended during any unpaid leave
of absence. An Option may not be exercised for a fraction of a Share.

          An Option will be deemed exercised when the Company receives: (i)
written or electronic notice of exercise (in accordance with the Option
Agreement) from the person entitled to exercise the Option, (ii) full payment
for the Shares with respect to which the Option is exercised, and (iii) any
required withholding taxes. Full payment may consist of any consideration and
method of payment authorized by the Administrator and permitted by the Option
Agreement and the Plan. Shares issued upon exercise of an Option will be issued
in the name of the Optionee or, if requested by the Optionee, in the name of the
Optionee and his or her spouse. Until the Shares are issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends or any other rights
as a stockholder will exist with respect to the Optioned Stock, notwithstanding
the exercise of the Option. The Company will issue (or cause to be issued) such
Shares promptly after the Option is exercised. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the
Shares are issued, except as provided in Section 12 of the Plan.

          Exercising an Option in any manner will decrease the number of Shares
thereafter available, both for purposes of the Plan and for sale under the
Option, by the number of Shares as to which the Option is exercised.

          (b) Termination of Relationship as a Service Provider. If an Optionee
ceases to be a Service Provider, other than upon the Optionee's death or
Disability, the Optionee may exercise his or her Option, but only within such
period of time as is specified in the Option Agreement, and, unless the
Administrator provides otherwise, only to the extent that the Option



                                       6
<PAGE>

is vested on the date of termination (but in no event later than the expiration
of the term of such Option as set forth in the Option Agreement). In the absence
of a specified time in the Option Agreement, the Option will remain exercisable
for three (3) months following the Optionee's termination. If, on the date of
termination, the Optionee is not vested as to his or her entire Option, unless
the Administrator provides otherwise, the Shares covered by the unvested portion
of the Option will revert to the Plan. If, after termination, the Optionee does
not exercise his or her Option within the time specified by the Administrator,
the Option will terminate, and the Shares covered by such Option will revert to
the Plan.

          (c) Disability of Optionee. If an Optionee ceases to be a Service
Provider as a result of the Optionee's Disability, the Optionee may exercise his
or her Option within such period of time as is specified in the Option
Agreement, and, unless the Administrator provides otherwise, to the extent the
Option is vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Option Agreement). In
the absence of a specified time in the Option Agreement, the Option will remain
exercisable for twelve (12) months following the Optionee's termination. If, on
the date of termination, the Optionee is not vested as to his or her entire
Option, unless the Administrator provides otherwise, the Shares covered by the
unvested portion of the Option will revert to the Plan. If, after termination,
the Optionee does not exercise his or her Option within the time specified
herein, the Option will terminate, and the Shares covered by such Option will
revert to the Plan.

          (d) Death of Optionee. If an Optionee dies while a Service Provider,
the Option may be exercised within such period of time as is specified in the
Option Agreement (but in no event later than the expiration of the term of such
Option as set forth in the Notice of Grant), by the Optionee's estate or by a
person who acquires the right to exercise the Option by bequest or inheritance,
but, unless the Administrator provides otherwise, only to the extent that the
Option is vested on the date of death. In the absence of a specified time in the
Option Agreement, the Option will remain exercisable for twelve (12) months
following the Optionee's termination. If, at the time of death, the Optionee is
not vested as to his or her entire Option, unless the Administrator provides
otherwise, the Shares covered by the unvested portion of the Option will
immediately revert to the Plan. The Option may be exercised by the executor or
administrator of the Optionee's estate or, if none, by the person(s) entitled to
exercise the Option under the Optionee's will or the laws of descent or
distribution. If the Option is not so exercised within the time specified
herein, the Option will terminate, and the Shares covered by such Option will
revert to the Plan.

          11. Non-Transferability of Options. Unless determined otherwise by the
Administrator, an Option may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee. If the Administrator makes an Option
transferable, such Option will contain such additional terms and conditions as
the Administrator deems appropriate.

          12. Adjustments, Dissolution Merger or Asset Sale.

          (a) [Replaced with language from 1997 Plan] Changes in Capitalization.
Subject to any required action by the stockholders of the Company, the number of
shares of



                                       7
<PAGE>

Common Stock covered by each outstanding Option, and the number of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Options have yet been granted or which have been returned to the Plan
upon cancellation or expiration of an Option, as well as the price per share of
Common Stock covered by each such outstanding Option, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company. The conversion of any convertible securities of
the Company shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an Option.

          (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator will notify each
Optionee as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for an Optionee to
have the right to exercise his or her Option until fifteen (15) days prior to
such transaction as to all of the Optioned Stock covered thereby, including
Shares as to which the Option would not otherwise be exercisable. In addition,
the Administrator may provide that any Company repurchase option applicable to
any Shares purchased upon exercise of an Option will lapse as to all such
Shares, provided the proposed dissolution or liquidation takes place at the time
and in the manner contemplated. To the extent it has not been previously
exercised, an Option will terminate immediately prior to the consummation of
such proposed action.

          (c) Change in Control. In the event of a Change in Control, each
outstanding Option will be assumed or an equivalent option or right substituted
by the successor corporation or a Parent or Subsidiary of the successor
corporation. In the event that the successor corporation refuses to assume or
substitute for the Option, the Optionee will fully vest in and have the right to
exercise the Option as to all of the Optioned Stock, including Shares as to
which it would not otherwise be vested or exercisable. If an Option becomes
fully vested and exercisable in lieu of assumption or substitution in the event
of a Change in Control, the Administrator will notify the Optionee in writing or
electronically that the Option will be fully vested and exercisable for a period
of time determined by the Administrator in such notice, and the Option will
terminate upon the expiration of such period. For the purposes of this
subsection (c), the Option will be considered assumed if, following the Change
in Control, the option or right confers the right to purchase or receive, for
each Share subject to the Option immediately prior to the Change in Control, the
consideration (whether stock, cash, or other securities or property) received in
the Change in Control by holders of Common Stock for each Share held on the
effective date of the transaction (and, if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); provided, however, that if such consideration received
in the Change in Control is not solely common stock of the successor corporation
or its Parent, the Administrator may, with the consent of the successor
corporation, provide for the consideration to be received upon the exercise of
the



                                       8
<PAGE>

Option, for each Share subject to the Option, to be solely common stock of the
successor corporation or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the Change in Control.

          13. Date of Grant. The date of grant of an Option will be, for all
purposes, the date on which the Administrator makes the determination granting
such Option, or such other later date as is determined by the Administrator.
Notice of the determination will be provided to each Optionee within a
reasonable time after the date of such grant.

          14. Amendment and Termination of the Plan.

          (a) Amendment and Termination. The Board may at any time amend, alter,
suspend or terminate the Plan.

          (b) Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan will impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.
Termination of the Plan will not affect the Administrator's ability to exercise
the powers granted to it hereunder with respect to options granted under the
Plan prior to the date of such termination.

          15. Conditions Upon Issuance of Shares.

          (a) Legal Compliance. Shares will not be issued pursuant to the
exercise of an Option unless the exercise of such Option and the issuance and
delivery of such Shares will comply with Applicable Laws and will be further
subject to the approval of counsel for the Company with respect to such
compliance.

          (b) Investment Representations. As a condition to the exercise of an
Option, the Company may require the person exercising such Option to represent
and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required.

          16. Inability to Obtain Authority. The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, will relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority will not have been obtained.

          17. Reservation of Shares. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as will be
sufficient to satisfy the requirements of the Plan.


                                       9