Exhibit
10.78 [***] 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 UTSTARCOM
PROFESSIONAL SERVICES AGREEMENT This Agreement is made this 10th day of September 2002,
between UTStarcom, a Delaware corporation having an address and place of
business at 1275 Harbor Bay Parkway, Alameda, CA 94502, (hereinafter referred
to as UTStarcom), and N. Lohr Bangle, Jr. (hereinafter referred to as
Consultant), having a Social Security Number of [***]. WHEREAS, Consultant is engaged in the general business of providing
[***] services to a variety of individuals including companies in the wireless
and telecommunications products and services companies; WHEREAS, UTSI wishes to retain Consultant to provide services related
to its products related to [***]. NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants contained herein, it is agreed as follows: 1.             Statement
of Work.  During the term of this
Agreement, Consultant will perform services as requested from time to time by
UTStarcom, at such place or places and at such times as shall be mutually
agreeable to the parties hereto. 
Consultant shall assist UTStarcom with [***] supplied by UTSI.  Consultant will coordinate [***] efforts
with companies and individuals and shall provide Purchase Orders for
UTStarcoms products to prospective customers pursuant to the Reseller
Agreement dated September 10, 2002 between [***] and UTStarcom, Inc. (the
Reseller Agreement). 2.             Payment.  UTStarcom shall pay Consultant according to
the following schedule: (a)           Fees.  In consideration of the services to be
performed by Consultant, UTStarcom agrees to pay Consultant a market
development fee of [***] (b)           Payments.  The market development fee for all submitted
Purchase Orders received by UTStarcom from Consultant or attributable end user
customers shall be paid to Consultant within [***] of receipt by the Consultant
of an invoice.  Consultant shall send
invoices to: UTStarcom, Inc., ATTN: Accounts Payable, 1275 Harbor Bay Parkway,
Alameda, CA 94502. 3.             Other
Obligations.  Consultant agrees to
allocate a minimum of [***] for UTSI use. 
There will not be any other expenses or charges for this position unless
mutually agreed upon in writing by both parties.  
   4.             Term
and Termination.  Consultants
authority shall begin as of the date of this Agreement and shall continue for
an initial period of [***] (the Initial Period).  At the end of the Initial Period, this Agreement shall
automatically renew for an additional [***] unless either party gives [***]
written notice to the other of intent to terminate Consultants authority. 5.             Confidentiality.  Both parties recognize and agree that the
terms of this Agreement and any information regarding each prospective
agreement shall be held confidential by its respective parties, agents,
employees and officers. (a)           During
the term of this Agreement, Consultant will have access to and become
acquainted with various trade secrets and other proprietary and confidential
information which are owned by UTStarcom and which are used in the operation of
UTStarcoms business (collectively Confidential Information).  Confidential Information consists of for
example, and not intending to be inclusive, (i) software (source and
object code), algorithms, computer processing systems, techniques,
methodologies, formulae, processes, compilations of information, drawings,
proposals, job notes, reports, records, and specifications, and
(ii) information concerning any matters relating to the business of
UTStarcom, any of its customers, customer contacts, licenses, the prices it
obtains or has obtained for the licensing of its software products and
services, or any other information concerning the business of UTStarcom and
UTStarcoms good will.  All Confidential
Information disclosed to Consultant by UTStarcom, or acquired from a customer
or prospective customer of UTStarcom, are and shall remain the sole and
exclusive property and proprietary information of UTStarcom or such customers,
and are disclosed in confidence by UTStarcom or permitted to be acquired from
such customers in reliance on Consultants agreement to maintain them in
confidence and not to use or disclose them to any other person except in
furtherance of UTStarcoms business. 
Consultant specifically agrees to not disclose or use in any manner,
directly or indirectly, any such Confidential Information either during the
term of this Agreement or at any time thereafter, except as required in the
course of providing services pursuant to this Agreement. (b)           Nothing
herein shall be construed as an implied patent license under any UTStarcom
patent. (c)           Consultant
agrees to obtain an agreement similar to this Section 5 from any agent,
employee, or associate performing work under this Agreement, and to be directly
responsible for the acts of such agent, employee, or associate. (d)           Consultant
represents and warrants that he/she has reviewed and understands UTStarcoms
Policy Requiring Compliance with the Economic Espionage Act of 1996 (EEA
Policy) (a copy of the policy is attached hereto as Exhibit A, and
incorporated by reference).  Consultant
furthers agrees that by the duly authorized signature below, Consultant agrees
to abide in all respects with the attached EEA Policy.  [***] 6.             Subcontracting.  Consultant will not subcontract or assign
any of the work rights hereunder without prior written approval by UTStarcom. 7.             Relationship
of Consultant.  Consultant will
serve as an independent contractor, and this Agreement will not be deemed to
create a partnership, joint enterprise, or employment  -2- 
   relationship
between the parties.  Consultant shall
make appropriate filings with taxing authorities as a self-employed entity and
shall be liable for all required payments to the local, State, Federal, and
other taxing authorities (including income tax and social security and SDI
payments.)  [***] 8.             Eligibility
for Employment.  Consultant warrants
that he/she, and/or any subcontractor or assignee under this Agreement, is
eligible for employment in the United States, as required by the Immigration
Reform and Control Act (IRCA).  [***] 9.             Consultants
Warranties.  Consultant warrants that
he/she, and/or any subcontractor or assignee under this Agreement, is
adequately insured for injuries to him/herself that may occur within the course
and scope of Consultants provision of services pursuant to this Agreement.  [***] 10.           Foreign
Corrupt Practices Act.  Consultant
represents and warrants that he/she has reviewed and understands UTStarcoms
Policy Requiring Compliance with the Foreign Corrupt Practices Act (FCPA
Policy) (a copy of the policy is attached hereto as Exhibit B, and
incorporated by reference).  Consultant
furthers agrees that by the duly authorized signature below, Consultant agrees
to abide in all respects with the attached FCPA Policy.  [***] 11.           [***] 12.           Interpretation
of Contract.  This Agreement may not
be changed except in writing signed by Consultant and UTStarcom.  This writing contains the entire agreement
between the parties, and supercedes any other prior agreements, whether in
written or oral form.  In the event that
any of the provisions of this Agreement shall be held to be invalid or
unenforceable in whole or in part, those provisions to the extent enforceable
and all other provisions shall nevertheless continue to be valid and
enforceable as though the invalid or unenforceable parts had not been included
in this Agreement.  The validity,
performance, construction, and effect of this Agreement shall be governed by
the laws of the State of California, with the exception of that States choice
of law rules.  Any dispute hereunder
will be resolved through binding arbitration using a mutually agreed
arbitrator.  -3- 
   IN WITNESS WHEREOF, the parties hereunto state they have the authority
and have duly executed this Agreement on the date first above written.  UTStarcom, Inc.
  
  ConsultantBy:
  /s/ David
  Robison
  
  By:
  /s/ Norm Bangle,
  Jr.Title:
  
  
  Title:  
   EXHIBIT A UTSTARCOM,
INC. POLICY REQUIRING COMPLIANCE WITH THE
ECONOMIC ESPIONAGE ACT OF 1996 It is the policy of UTStarcom, Inc. (UTStarcom) that both UTStarcom
and its employees comply with the requirements of the Economic Espionage Act of
1996 (EEA). The EEA provides criminal penalties of up to $10,000,000, 15 years in
prison, or both, where an individual or company knowingly undertakes any of the
following acts (or attempts or conspires with others to commit any of the
following acts): 1.             Steals, or without authorization appropriates, takes,
carries away, or conceals, or by fraud, artifice or deception obtains a trade
secret; 2.             Without authorization copies, duplicates, sketches,
draws, photographs, downloads, uploads, alters, destroys, photocopies,
replicates, transmits, delivers, sends, mails, communicates, or conveys a trade
secret, or 3.             Receives, buys, or possesses a trade secret, knowing the
same to have been stolen or appropriated, obtained, or converted without
authorization. The EEA defines trade secret as: All forms and types of financial,
business, scientific, technical, economic, or engineering information . . .
whether tangible or intangible, and whether or how stored, compiled, or
memorialized physically, electronically, graphically, photographically, or in
writing if: 1) the owner of the trade secret has taken reasonable measures
to keep such information secret; and 2) the information derives
independent economic value, actual or potential, from not being generally known
to, and not being readily ascertainable through proper means by the public.  
   EXHIBIT B UTSTARCOM,
INC.  POLICY REQUIRING COMPLIANCE WITH
THE FOREIGN CORRUPT PRACTICES ACT (FCPA) It is the policy of UTStarcom, Inc. (referred to here as UTStarcom or
the Company) that: 1.             The
use of Company funds or assets for any unlawful or improper purpose is strictly
prohibited.  No payment shall be made
to, or for the benefit of, government employees for the purpose of, or
otherwise in connection with, the securing of sales to or obtaining favorable
action by a government agency.  Gifts of
substantial value to or lavish entertainment of government employees are
prohibited since they can be construed as attempts to influence government
decisions in matters affecting the Companys operation.  Any entertaining of public officials, or the
furnishing of assistance in the form of transportation or other services should
be of such nature that the officials integrity or reputation will not be
compromised. 2.             The
offer, payment, or promise to transfer in the future company funds or assets,
or the delivery of gifts or anything else of value to foreign officials,
foreign political parties or officials or candidates of foreign political
parties, is strictly prohibited for the purpose of influencing any act or
decision of any such person in his or her official capacity, including the
decision to fail to perform his or her official functions, or to use such
persons or partys influence with a foreign government or instrumentality in
order to affect or to influence any act or decision of such government or
instrumentality in order to assist the Company in obtaining or retaining
business for or with, or directing business to any person or entity. 3.             All
records must truly reflect the transactions they record.  All assets and liabilities shall be recorded
in the regular books of account.  No
undisclosed or unrecorded fund or asset shall be established for any
purpose.  No false or artificial entries
shall be made in the books and records for any reason.  No payment shall be approved or made with
the intention or understanding that any part of such payment is to be used for
any purpose other than that described by the document supporting the payment. 4.             No
political contribution shall be made, directly or indirectly, with corporate
funds or assets regardless of whether the contributions are legal under the
laws of the country in which they are made. 5.             Any
person who learns of or suspects a violation of this Policy should promptly
report the matter to the President or Chief Financial Officer, as appropriate
in the circumstances.  All managers
shall be responsible for the enforcement of and compliance with this Policy,
including the necessary distribution to insure employee knowledge and
compliance.