**EXHIBIT10.6**

 

November 2, 2005

*(Delivery by Facsimile andOvernight Courier)*

Viraj J. Patel[address]

Dear Viraj:

I am pleased to confirm UTStarcom’s job offer to youfor the position of **Vice President, ChiefAccounting Officer & Corporate Controller**, with a starting dateof November 7, 2005.  This positionreports directly to Fran Barton, the Company’s Executive Vice President andChief Financial Officer, and is located at the Company’s headquarters inAlameda, California.

The key elements of this employment offer are asfollows:

**Salary**: Your gross annual salaryis $240,000.  Paydays are on the 15th andthe last day of each month.  Directdeposit is available.

**Signing Bonus**: You will be paida gross signing bonus amount of $50,000, payable upon the completion of yourfirst sixty (60) days of employment with the Company.

**Options**: You will be grantedUTStarcom stock options and share purchase rights, as follows:

a)             **StockOptions**: You will be granted UTStarcom stock options in thetotal amount of **50,000** shares, at the Fair MarketValue on the grant date.  Option sharesare granted at the next Compensation Committee Meeting following your startdate.  These options will be vested infour years from the grant date: 25% of the options will be vested after oneyear, and the remaining shares will be vested at 1/36th per month thereafter.

b)            **Share Purchase Rights**:You will be granted UTStarcom share purchase rights (SPRs) in the total amountof **50,000** shares, with the opportunity foryou to exercise these rights at a per share price of $0.00125 within 30 days ofthe date of this offer letter.  TheseSPRs will be vested in four years from the grant date: 25% of the SPRs will bevested after one year from the date of grant, 25% after two years, 25% afterthree years, and 25% after four years from the date of grant.

**Annual Bonus**: For calendar year2005, you will be eligible for a total gross cash bonus amount of up to 35% ofyour annual gross salary.  Your totalaggregate bonus will be based upon completion of mutually agreed uponperformance objectives as determined by Fran Barton, and would be paid inFebruary 2006.

**Change of Control Agreement**: Youwill be offered a change in control agreement to be entered into betweenyourself and the Company, which shall provide for the accelerated vesting of

----

any unvested stockoptions and SPRs in the event of a “Change in Control,” as so defined withinthe agreement.

**Other Benefits**: Please findenclosed further information regarding UTStarcom’s health, dental, financialand retirement benefits.  Most benefitsallow for eligibility upon your first day of service with the Company.

Please be prepared to provide proof of eligibility foremployment in the United States on your first day of work, in compliance withthe Immigration Reform and Control Act (Form I-9).  Additionally, this offer of employment iscontingent upon completion of both personal reference verifications, and a criminalbackground check.  UTStarcom reserves theright to withdraw its offer of employment to you if the results of thereference verifications and/or the criminal background check are notsatisfactory, in the sole judgment of UTStarcom.

As an employee of the Company, you will be expected toabide by Company rules and regulations. You will be expected to sign and comply with an agreement, whichrequires, among other provisions, the nondisclosure of proprietary information.

We are pleased that you have chosen to become part ofthe UTStarcom team, and wish you the very best as you begin your employmentwith UTStarcom.  If you have anyquestions about UTStarcom or its benefit programs, please feel free to contacteither myself at 510-749-1530 (or Russell@utstar.com), or EdHudson, the Company’s Director of Human Resources, at 510-769-2828(or ed.hudson@utstar.com).

Please sign one copy of this letter to indicate yourintent to accept the terms and conditions of this offer letter, and pleasereturn the signed copy to the Human Resource Department confidential fax at(510) 338-4395.

Sincerely,

/s/ Russell L. Boltwood

Russell L. BoltwoodGeneral Counsel/CHRO

I accept the terms and conditions of this offerletter, and I understand that it replaces those of any earlier offers ofemployment (if any).
| Signed:     |   | /s/ Viraj J. Patel |   |
|-------------|--------|--------------------|--------|
|        |   | Employee Signature |   |
|        |   |               |   |
| Print Name: |   | Viraj J. Patel     |   |
| Date:       |   | November 3, 2005   |   |

 

2

----