**Exhibit 10.11**

 

**Supplementary Agreement on Payment Method**

 

Seller: UTStarcom Telecom Co.,Ltd (hereinafter called “Party A”)

Address: No 368, Liu He Road,Binjiang District, Hangzhou

Legal Representative: YanyaSheng

 

Buyer: Hangzhou Zhong Nan WenChuang Information Technical Co., Ltd. (hereinafter called “Party B”)

Address: Room 2402-2407,No 245 Bin Kang Road, Changhe Jie Dao, Binjiang

District, Hangzhou.

Legal Representaive: Wu JianRong

 

Party A and Party B signed a “PropertyTransfer and Leaseback Agreement” on 19th December, 2009. Since there is a delay in thetransaction date, both parties agreed on the new payment term and handover dateas follows:

 

Article One  Payment Term ofthe Property Transfer

 

1.     Party B has paidParty A RMB95 million as deposit and first installment of the Property Transferaccording to the “Property Transfer and Leaseback Agreement”.

 

2.     Party A agreed toopen the banking accounts with the High Tech Zone sub branch of Hangzhoubranch, Shanghai Pudong Development Bank(SPDB) to receive the 80% propertytransfer payment, that is RMB760 million. The account is an escrow account bythe bank. Both parties and the bank will sign a “Designated Fund EscrowAgreement” concurrently.

 

3.     After the openingof the accounts, within 2 business days, Party B will pay RMB380 million intothe Escrow bank account. After Party A confirms receipt of the payment, bothparties shall go together to Property Transaction

 

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Centerof to submit property title transfer application.

 

4.       Within three daysafter the property title certificate is changed into Party B’s name, Party Bpromises to pay Party A another RMB380 million of property transfer payment.

 

5.       According to Article 4 of the “PropertyTransfer and Leaseback Agreement”,  theremaining payment of RMB95 million will be paid by Party B to Party A within 3working days after Party B’s confirmation of the handover and inspection of theoverall Property, after the deduction of the RMB50 million tax payment.

 

6.       Party B promised to pay Party A theinterest incurred from the installment payments. The calculation method is 8%annual rate of the RMB760 million. The days of interest incurred starts fromthe day Party A receives the first property transfer payment of RMB380 millionto the day Party A receives the second property transfer payment of RMB380million. The interest payment should be paid by Party B to Party A on the sameday Party A receives the second property payment of RMB380 million, and shouldbe paid to the banking accounts designated by party A.

 

7.       Pursuant to the < Designated Fund Escrow Agreement >,Party B agrees to pay any related escrow banking fee if any to the designatedbanking acccount required by party A. This fee will be deducted by the bankfrom the escrow account. Party B agrees to pay the escrow fee to Party A within3 business days after the deduction of the fee by the bank, or, no later thanwhen the Party B pays the second property payment of RMB380 million.

 

8.       Within three days after Party A opens the invoice forproperty transfer, Party B should pay Party A RMB46,350,000 into Party A’sdesignated tax account for the tax payment of the property transfer. AfterParty B pays all the taxes of the property transaction, Party B should providephotocpies of the official tax receipts to Party A.

 

Article Two  PropertyHandover Date

 

1.     According to the “HangzhouReal Estate Transfer Contract” signed by both parties on 30th March, 2010, the handover date of the Propertyis “the day after the

 

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propertydeed is changed to Party B’s name”. Now the handover date is changed to “theday after Party A receives 90% of the Property Transfer payment from Party B,that is RMB855 million, and the escrow funds have been unrestricted to allowParty A to move them into any account at any bank it selects. In addition,Party B should provide the new title certificate under Party B’s name to allowParty A to confirm that the title transfer is completed”.

 

Party A: UTStarcom Telecom Co.,Ltd  (Company Chop)

Authorized Representative(Signature):

 

 

Date:        Year/   Month/    Day

 

PartyB: Hangzhou Zhong Nan Wen Chuang Information Technical Co., Ltd. (Company Chop)

AuthorizedRepresentative (Signature):       

 

 

Date:        Year/   Month/    Day

 

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