**Exhibit10.11**

**[***].  Confidential TreatmentRequested — Certain information in this exhibit has been omitted and filedseparately with the Commission.  Confidential treatment has been requestedwith respect to the omitted portions.**

**STRATEGICALLIANCE AGREEMENT**

This Strategic Alliance Agreement is entered into asof September 25, 2006, (the “Effective Date”) by and between Pantech &Curitel Communications, Inc., a corporation organized and existing under thelaws of the Republic of Korea with its principal place of business at 1451-34,Seocho-dong, Seocho-gu, Seoul, the Republic of Korea, (hereinafter called“P&C”) and UTStarcom Personal Communications LLC, a limited liabilitycompany organized and existing under the laws of the States of Delaware with itsprincipal place of business at 555 Wireless Boulevard, Hauppauge, NY 11778, theUnited States of America (“UTStarcom”). P&C and UTStarcom may hereafter bereferred to in this Agreement individually as a “Party” or collectively as the“Parties.”

**1.             Exclusivity.**

1.1          P&Chereby appoints UTStarcom as its exclusive distributor for the sale ofProducts, as defined in Article 3.1 below, in North America, Central Americaand South America except for Brazil (the “Territory”)..

1.2           Notwithstandinganything to the contrary in this Article 1, the Parties agree that P&C maycontinue to provide CDMA mobile handsets to [***] as well as [***] which arebeing sold through [***] and [***]. [***] will not offer any more models otherthan described in this agreement as long as this agreement remains effective.

1.3           UTStarcomwill consider P&C as its preferred CDMA supplier.

1.4           UTStarcomagrees that P&C shall have the right to participate in Product planning discussions[***], as coordinated by UTStarcom. P&C will provide its representative atjoint product planning meeting held from time to time to cover various Productplanning related issues. The Party will provide the other Party with advancewritten notice of any such visits in sufficient time to allow the other Partyto provide representation.

**2.             FinancialContribution.**

2.1           [***].

2.2           [***].

2.3           [***].

1

----

**3.****                                      Product.**

3.1           TheProducts shall include [***], including but not limited to [***], and [***] forthe Territory having carrier approval and competitive prices from P&C.

3.2           P&Cshall be entitled to sell or distribute, during the Term, in the Territory anyproducts that are not Products as defined in Article 3.1 of thisAgreement.  Products defined in Article3.1 expressly excludes any product operating in accordance with (1) [***] and(2) [***].

**4.****                                         MinimumVolume Guarantee.**

4.1           Subjectto 4.2 below, UTStarcom shall purchase from P&C a cumulative total of atleast [***] units during the Term with following periodic minimum volumetargets; (the “Minimum Volume”); provided however, that P&C shall provide acompetitive product roadmap to UTStarcom which is acceptable to UTStarcom.

| Period                                   | ** ** | **Volume** | ** ** |
|------------------------------------------|------------|------------|------------|
| Oct. 1st 2006 ~ Dec. 31st 2007 |       | [***]      |       |
| Jan. 1st 2008 ~ Dec. 31st 2008 |       | [***]      |       |
| Jan. 1st 2009 ~ Dec. 31st 2009 |       | [***]      |       |

 

4.2           TheParties further acknowledge that the purchase of the Minimum Volume is subjectto (a) the acceptable performance of the Products during trial by carriers andcarrier final approval; and (b) competitive pricing, timely delivery and satisfactoryquality.  If UTStarcom believes in goodfaith that these conditions are not met, UTStarcom shall provide written noticeto P&C with a detailed basis for UTStarcom’s belief, including allsupporting documentation.

4.3           Notwithstandingthe above, the Parties acknowledge that the Minimum Volume is of paramountimportance to the intended strategic alliance and in the event that UTStarcomfails to reach the periodic Minimum Volume stipulated in Article 4.1 during anyperiod during the Term, provided all of the conditions of 4.2 above aresuccessfully complied with, and without prejudice to any other rights P&Cmay have, P&C shall be entitled to make null and void the exclusivityprovision in Article 1 above and otherwise embodied this Agreement.

2

----

**5.****                                         Price.**

5.1           Theprice for the Products is based on one handset, one Standard Battery, oneCharger and Manual and the individual price for the product shall be discussedand mutually agreed on a model by model basis.

**6.****                                         PaymentTerms.**

Except for the payment in Section 16 below, paymentfor Products for October, November and December, 2006, shall be asfollows:  [***].

[***].

[***].

**7.****                                         Forecast/ Order Placement.**

7.1           UTStarcomwill provide P&C with three (3) months firm purchase order and six (6)months non-binding rolling forecast of its estimated requirements for products.

7.2           Theabove firm purchase order and the non-binding rolling forecast shall beprovided by the 10th of each month.

7.3           UTStarcomwill update forecasts on a monthly basis or more frequently.

7.4           Thepurchase order shall be deemed to be confirmed in case P&C fails to notifyUTStarcom of objection to such purchase order within 5 business days afterreceipt of it.

7.5           UTStarcomshall pay for any components purchased by P&C and any products in processas well as finished goods to fulfill the requirements of firm purchase ordersplaced by UTStarcom as stated in Section 7.1 above. For such components,UTStarcom shall, in its sole discretion, either (i) compensate based on theP&C’s purchase prices of the components, or (ii) ask P&C to completethem to be delivered to UTStarcom.  P&C, however, will use its bestefforts to (1) reduce such purchased components by canceling orders and (2)utilize such items in manufacturing elsewhere.

3

----

**8.****                                         Delivery.**

8.1           UTStarcomand P&C will work together to ensure maximum flexibility in order delivery.Product model will be shipped at CIP (IncoTerms 2000) to any port by air or seafreight, at UTStarcom’s option.

8.2           P&Cwill be responsible for air freight charges in case that P&C delivers theproduct after thirty (30) days from agreed delivery date on the confirmedpurchase order.

8.3           Inthe event delivery is delayed more than forty five (45) days from agreeddelivery date on the confirmed purchase order, UTStarcom will have the optionto cancel or revise purchase order for the delayed product model.

**9.****                                         Marketing.**

UTStarcom shall provide marketing information per eachcarrier to P&C every quarter. UTStarcom shall cause P&C to build upmarketing channel with carriers directly and discuss for the entire productplanning related issues.

4

----

**10.****                                  DevelopmentFee.**

If P&C and UTStarcomenter into a future written agreement to jointly develop a Product atUTStarcom’s initiation for distribution under this Agreement, and UTStarcomterminates the Product development due to causes not directly related toP&C’s performance, UTStarcom shall be obligated for expenses actuallyincurred by P&C in reasonable reliance on UTStarcom’s representations.

**11.****                                  PatentProtection/Indemnification.**

11.1         P&C shall indemnify and holdUTStarcom harmless with respect to all liability, claims and expenses(including reasonable legal fees) incurred in connection with any action forany infringement, or claim of infringement, of any third party’s proprietaryrights, patents, trade secrets, trademark or copyright (“Claims”) by theProducts only where UTStarcom provides timely notice of such Claims.  Pursuant to this Article and in its owndiscrestion, P&C may compensate UTStarcom to defend against the Claims orindependently defend the Products agains such Claims.  The obligation to indemnify UTStarcom shallexclude any misuse or modification of P&C’s proprietary rights, patents, orProducts, and shall also exclude any claim based upon UTStarcom’s willfulinfringement.

11.2         P&C agrees to defend, indemnify andhold UTStarcom harmless for any claims, actions, lawsuits, or damages(including reasonable attorneys’ fees) resulting from breach of the warrantiescontained in this Agreement, only where UTStarcom provides timely notice ofsuch breach of warranty.

**12.****                                  Leftblank intentionally.**

**13.****                                  BrandName.**

The brand name of the Products purchased by UTStarcomunder this Agreement [***].

**14.****                                  PartsAllowance.**

14.1         P&Cshall provide [***] spare part of the product to UTStarcom in lieu of thewarranty service for the product. P&C shall not be responsible for any other warranty service (exceptany Epidemic Failure) for the product other than the supply of [***] spare partset forth in the preceding sentence. In the event the return rate of defectiveProduct exceeds [***] of purchases, then UTStarcom shall receive additionalparts necessary to provide to carriers, at no cost, if UTStarcom providesP&C detailed itemized

5

----

information on the returned products, including butnot limited to, failed part numbers and symptoms of failure.  Defective rate means the number of defectiveproducts (as measured by Product returned as defective under warranty orrepaired by authorized service personnel) in any month divided by the averagenumber of units shipped on a monthly basis during the previous [***].  UTStarcom shall submit to P&C detailedinformation of defective Product in a monthly report.

14.2         Exceptfor Article 14.1, P&C shall invoice, on a quarterly basis, any spare partsprovided to UTStarcom in accordance with market price at that time. P&Cwill continue to provide spare parts for such warranty service by UTStarcomafter expiration of this Agreement.

14.3        P&C will provide [***] of purchasesat no charge to UTStarcom for its carrier customers field replacement units(FRU), handset only from the models to be launched from 2007.

**15.           Warranty.**

15.1         P&C warrants that upon shipment toUTStarcom the Products are free from defects in material, workmanship anddesign under normal use and service and shall otherwise conform to thespecifications, which shall be agreed by the Parties.

15.2         UTStarcom shall be responsible for thewarranty services with respect to the product except any Epidemic Failure.Epidemic Failure shall mean the situation that would exist if [***] percent ormore of the total units of the Products delivered to Buyer with the sameproduction date code hereunder during the consecutive 2 months perioddemonstrates a defect in material workmanship and/or design, or fails to conformto this specification because of a identical cause except fault or negligenceof the user, or shipper; or improper use of the Product. P&C’sresponsibility for the Epidemic Failure is effective for [***] after shipmentof the products.  P&C will be responsiblefor all costs and expenses in connection with the Epidemic Failure.

15.3         IfP&C establishes its own warranty service facilities in UTStarcom’sexclusive territories for its product after expiration of this Agreement,UTStarcom will cooperate and assist P&C in this endeavor, provided P&Ccontinues to provide spare parts to UTStarcom.

15.4         P&Calso warrants that (in addition to those warranties implied by law) the Producttogether with the packaging, labeling and other material supplied by P&C

6

----

shall (a) be free from defects caused by any reason,including but not limited to defects in the design, assembly or manufacture ofthe Products; (b) comply with the laws, rules, orders and regulations orapplicable government authorities, including but not limited to all US laws andregulations affecting handsets; and (c) not infringe on any third parties’proprietary rights, patents, trademarks or copyrights.

15.5         P&Cwill support UTStarcom and its carrier customers in performing warrantyservices on the Products by providing reasonable technical assistance,engineering support, training, service manuals, software, quality control,Interface testing, software upgrading equipment and schematics.

15.6         UTStarcomshall inspect and reject any defective Products within fifteen (15) days afterthe date of receipt of shipment to determine if they are dead on arrival(“DOA”).  For those Products founds to beDOA, P&C will replace with a brand new Product. Product found to be DOA mustinclude the box and all accessories that were originally included with theProducts. With respect to Product sold to carriers, if the Product is found tobe defective within 30 days of sale to end-user, such Product shall be returnedto P&C for replacement with new Product or credit.

**16.****                                  InventoryPurchase.**

16.1         UTStarcomagrees to issue [***] firm purchase orders to P&C for the entireinventories listed below with delivery dates in [***] and [***].  Details of purchase price and shipmentschedule are set forth in Attachment A, attached hereto and made a parthereof.  The total Purchase price forProducts listed below shall be [***] net paid to the account designated byP&C by the end of business hours of September 28th, 2006 in Korean time.

|                                | ** ** | **Volume**    | ** ** | ** **  | ** ** | ** ** | ** ** |
|--------------------------------|------------|---------------|------------|-------------|------------|------------|------------|
| **Model**                      | ** ** | **September** | ** ** | **October** | ** ** | **FOB**    | ** ** | **MDF** | ** ** |
| CDM-8920SP                     |       | [***] units   |       | [***] units |       | [***]      |       |   |   |
| CDM-8940VW  (shipped)          |       | [***] units   |       |        |       | [***]      |       |   |   |
| CDM-8940VW(stored  in P&C) |       | [***] units   |       |        |       | [***]      |       |   |   |
| CDM-180VW                      |       | [***] units   |       |        |       | [***]      |       |   |   |
| CDM-8945VW                     |       | [***] units   |       | [***] units |       | [***]      |       |   |   |
| PC-5740VW                      |       |          |       | [***] units |       | [***]      |       |   |   |

 

7

----

16.2         Oncethe purchase is made for the entire inventories with the above prices, otherthan the indemnification and warranty obligations in Sections 11 and 15 above,P&C shall not have any additional responsibility whatsoever for theinventories and UTStarcom shall not ask for additional discount or MDF fromP&C.

16.3         Forwhatever reason, if P&C fails to deliver the entire inventories stipulatedin Article 16.1 by the end of October, P&C shall promptly refund the amountequivalent to the value of then-not-delivered inventories to UTStarcom.

**17.****                                  Non-Circumvention.**

17.1        Exceptas otherwise provided herein, Pantech Wireless Inc. (“PWI”), and itsaffiliates, subsidiaries and related companies shall not directly or indirectlyengage and solicit any CDMA Carriers defined in Article 17.2 within theTerritory with regard to the sales of the Products as long as the exclusivitygranted in Article 1 remains effective.

17.2        Underthis Agreement, CDMA Carriers shall mean network operators, resellers and MVNOsbased on CDMA whose definition is provided in Article 3.

**18.****                                  PWICurrent Inventory Sales**

Both Parties agree to engage in good faith discussionon the products handled by PWI in a separate agreement.  However, PWI shall not add any new models totheir current product line for sales. Until separate agreement is entered, PWIwill continue to sell the current inventory Product in the territory despite ofArticle 1.

**19.****                                  AgreementTerm and Termination.**

19.1         ThisAgreement shall be effective from the Effective Date of this Agreement, andshall continue in full force and effect for a period of Three (3) years oruntil terminated in accordance with the terms hereof (the “Term”). In the eventUTStarcom fulfills its minimum purchase requirements, this Agreement may berenewed for an additional period of 1 year by the mutual agreement of theParties.

19.2        Either Party shall have the right toterminate this Agreement at any time by giving written notice to the otherParty if the other Party breaches any material provision of this Agreement, andif curable, fails to cure such breach within thirty (30) days after receiving awritten notice to cure such breach.

8

----

19.3        In addition to all other rights orremedies provided in this Agreement or by law, either Party shall have theright to immediately terminate this Agreement if:  (1) the other Party becomes insolvent ormakes a general assignment for the benefit of creditors; (2) the other Partyadmits in writing the inability to pay debts as they mature; (3) Any court (orsimilar body of law) appoints a trustee or receiver with respect to the otherParty or any substantial part of the other Party’s assets; or (4) An action istaken by or against the other Party under any bankruptcy or insolvency laws orlaws relating to the relief of debtors.

**20.          Limitationof Liability; Governing Law.**

20.1        Limitationof Liability. WITH THE EXCEPTION OF THE INDEMNITIES IN ARTICLE 11, NEITHERPARTY SHALL HAVE ANY LIABILITY FOR ANY LOSS OF PROFIT OR INCIDENTAL,CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND; LOSS OF, ORDAMAGE TO, UTSTARCOM’S OR ANY END USER’S RECORDS OR DATA; OR LOSS OF REVENUE,LOSS OF BUSINESS OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITHANY PRODUCTS SOLD OR LICENSED BY P&C TO UTSTARCOM OR TO ANY END USER OFPRODUCTS, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGES.

20.2        WITHOUTLIMITING THE FOREGOING, EACH PARTY’S TOTAL LIABILITY TO THE OTHER PARTY UNDERTHIS AGREEMENT WILL BE LIMITED TO THE PAYMENTS MADE BY UTSTARCOM UNDER THISAGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT WHICH GAVERISE TO SUCH DAMAGES.

20.3        GoverningLaw.  This Agreement shall begoverned by and construed in accordance with the substantive laws, other thanchoice of law rules, of the State of California.  All disputes which may arise between theparties, out of or in relation to or in connection with this Agreement shall befinally settled by arbitration in Los Angeles, CA in accordance with proceduralarbitration rules of ICC. The Parties hereto specifically consent to thejurisdiction and venue of the State of California with respect to anyadjudication of any dispute between the Parties hereto, and the enforcement ofany award or judgment against either of the Parties hereto resulting from suchdispute.

**21.**          P&Cshall ensure that the Products comply at all times with any and all UnitedStates federal, state and municipal statutes, laws, codes and regulationsincluding any

9

----

Federal Communications Commission (“FCC”) regulationsand any other governmental requirements of the countries in which UTStarcomsells and distributes the Products, that may apply to the content, composition,packaging, labeling, shipment and operation of the Products.

**22.          Miscellaneous**

22.1         Ifany term of this Agreement is declared invalid or unenforceable by a court ofcompetent jurisdiction, such term shall be deemed deleted therefrom and theremaining terms shall continue in full force and effect.

22.2       Each Party relies on the other Party’sexperience, knowledge and reputation as an inducement to enter this Agreementand agrees not to assign or transfer this Agreement without the prior writtenconsent of the other Party, which shall not be withheld unreasonably.

22.3         This Agreement contains the entireunderstanding between the Parties and supersedes any prior agreements, writtenor oral, relating to this subject.

22.4         Any required notices hereunder shall begiven in writing at the address of each Party set forth above, or in such othermanner contemplated herein, and shall be deemed served when delivered or, ifdelivery is not accomplished by reason or some fault of the addressee, whentendered.

22.5         In all matters relating to thisAgreement, UTStarcom and P&C shall act as independent contractors.  Except as may be otherwise expresslypermitted hereunder, neither Party will represent that it has any authority toassume or create any obligation, expressed or implied, on behalf of the otherParty, or to represent the other Party as agent, employee, or in any othercapacity.  Neither Party shall have anyobligation, expressed or implied, except as expressly set forth herein.

22.6         Upon termination of this Agreement,neither Party shall be discharged from any antecedent obligations or liabilitiesto the other Party under this Agreement.

22.7         Sections11, 15, 20, 21 and 22 shall survive termination or expiration of this Agreementfor any reason.

IN WITNESS WHEREOF, P&C and UTStarcom executedthis Agreement as of the date first above written.

10

----

 
|            | **Pantech  & Curitel** | **UTStarcom  Personal**                                      |
|------------|----------------------------|--------------------------------------------------------------|
| ** ** | **Communications,  Inc.**  | **Communications LLC**                                       |
| ** ** | ** **                 |
| ** ** | ** **                 |
|       | By:                        | /s/ Sung Kyu Lee                                             |   | By: | /s/ Philip Cristopher |   |
|       | Name: Mr. Sung  Kyu Lee    | Name: Mr. Philip Christopher                                 |
|       | Title: President  and CEO  | Title: President and CEO, UTStarcom  Personal Communications |
|            |                            |                                                              |  |  |  |  |

 

**ATTACHMENTA**

**UTSTARCOMPCD**

**PANTECH- CURITEL**

**PROPOSEDPURCHASES**

**SEPTEMBER- OCTOBER ‘06**

 
| ** **    | ** ** | ** ** | ** ** | **SEPTEMBER** | ** ** | ** ** | ** ** | **OCTOBER** | ** ** | ** ** | ** ** |
|---------------|------------|------------|------------|---------------|------------|------------|------------|-------------|------------|------------|------------|
| **MODEL**     | ** ** | **FOB**    | ** ** | **QTY**       | ** ** | **VALUE**  | ** ** | **QTY**     | ** ** | **VALUE**  | ** ** |
| ** **    | ** ** | ** ** | ** ** | ** **    | ** ** | ** ** | ** ** | ** **  | ** ** | ** ** | ** ** |
| **CDM8920SP** |       | [***]      |       | [***]         |       | [***]      |       | [***]       |       | [***]      |       |
| **CDM8940VW** |       | [***]      |       | [***]         |       | [***]      |       | [***]       |       | [***]      |       |
| **CDM180VW**  |       | [***]      |       | [***]         |       | [***]      |       | [***]       |       | [***]      |       |
| **CDM8945VW** |       | [***]      |       | [***]         |       | [***]      |       | [***]       |       | [***]      |       |
| **PC5740VW**  |       | [***]      |       | [***]         |       | [***]      |       | [***]       |       | [***]      |       |
| **TOTAL**     |       |       |       | [***]         |       | [***]      |       | [***]       | ** ** | [***]      | ** ** |

 

|               | ** ** | **TOTAL** | ** ** | ** ** | ** ** |
|---------------|------------|-----------|------------|------------|------------|
| **MODEL**     | ** ** | **QTY**   | ** ** | **VALUE**  | ** ** |
| **CDM8920SP** | ** ** |      | [***]      |       | [***]      |   |
| **CDM8940VW** | ** ** |      | [***]      |       | [***]      |   |
| **CDM180VW**  | ** ** |      | [***]      |       | [***]      |   |
| **CDM8945VW** | ** ** |      | [***]      |       | [***]      |   |
| **PC5740VW**  | ** ** |      | [***]      |       | [***]      |   |
| **TOTAL**     | ** ** |      | [***]      |       | [***]      |   |

 

 

11

----