Exhibit 10.79 [***] 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 TEAMING AGREEMENT This Agreement is made
and entered into as of September 10, 2002, by and between Stellar
Holdings, LLC, a Texas Limited Liability Company and UTStarCom, Inc. a Delaware
Corporation for the purpose of pursuing telecommunications wireless local loop
and related projects as described in Exhibit A hereto. WHEREAS, Stellar Holdings, LLC together with its
affiliate companies, is a company whose management team has substantial
experience and a solid record of success in developing telecommunications
partnerships and consortia.  Stellar is
in the process of [***]. Stellar Holdings, LLC agrees to provide [***] and
other related services for telecommunications opportunities developed by the
Team. WHEREAS, UTStarCom, Inc. is a publicly traded
company experienced in communications network equipment and product development
of miscellaneous components for wireless telecommunications.  These products can be summarized as
communications equipment for wireless telephony networks. WHEREAS, Stellar and UTStarCom have identified
certain projects in the telecommunications industry where third parties
(hereinafter called Partners) require, pursue, solicit or postulate [***]
and/or other required and related services (hereinafter called Services). WHEREAS, Stellar and UTStarCom believe it to be
mutually advantageous to form a teaming arrangement in order to pursue current
and future opportunities related to selected Partners and related Services, and
if successful, procure and provision Services with respect thereto. THEREFORE, UTStarCom, Inc. and Stellar Holdings,
LLC agree to work together to form a strong and mutually beneficial team
(heretofore and hereinafter called the Team) and to work in cooperation for
the development of Partnerships and Consortia as appropriate for the projects
listed in Exhibit A together with others that may be subsequently
and mutually agreed to fall under this Agreement (heretofore and hereinafter
called Projects).  As more fully set
forth below, Stellar and UTStarCom intend to mutually endeavor to facilitate
and participate in the Projects. ARTICLE 1  Submission of Proposals Stellar Holdings, LLC
shall undertake to accomplish certain tasks in connection with the pursuits and
preparation of the Agreements and proposals to be submitted to the
Partners.  The detailed organization and
function of the Partnerships will be agreed upon specifically for each 
   project after
receipt and evaluation of the individual project requirements.  It is understood that Stellar is responsible
for organizing and managing the proposal efforts.  Additionally, Stellar shall be responsible for the final draft of
all Partnership documents and for submittal of the Proposal to the
Partners.  The parties shall provide all
information at their disposal or reasonably attainable that is relevant to and
helpful to the proposal development, shall directly participate in the proposal
development efforts as required, and review the technical and
business/management Proposals prior to submittal.  ARTICLE 2  Performance of Contracts The Team shall provide
such commercially reasonable assistance and support as may be requested for any
and all negotiations for Partnership Contracts and Agreements.  Stellar shall be responsible for overseeing
the Projects and shall serve as the sole interface between the Partnerships and
all Suppliers and Contractors and will be responsible for all liabilities
associated with these contracts, suppliers and contractors. ARTICLE 3  Exclusivity To preserve the concepts
and ideas of the parties hereto in the competition for the Projects, UTStarCom
and Stellar agree to work exclusively with each other solely with respect to
the projects identified in Exhibit A.  Likewise, Stellar Holdings, LLC shall work exclusively with
UTStarCom, Inc. solely with respect to specific and identified
telecommunications services for the projects. 
UTStarCom, Inc. and Stellar Holdings, LLC each acknowledge that other
teaming partners may be appropriate for specific tasks on specific projects,
but such relationships shall be undertaken with the knowledge and prior written
consent of the other party. ARTICLE 4  Discounts As outlined and agreed to
in the Resellers Agreement attached hereto as Exhibit B, Stellar
Holdings, LLC is entitled to [***] for the term of the Resellers Agreement. ARTICLE 5  Commitments Nothing in this Agreement
shall grant to either party the right to make commitments of any kind for or on
behalf of the other party without the prior written consent of the other party,
nor shall this Agreement be construed as a joint venture or partnership, nor
shall this Agreement be construed as a commitment by either party to enter into
either a partnership or partnership.  -2- 
   ARTICLE 6  Cooperation and
Assistance Each party shall
furnish to the other party such cooperation and assistance as may be reasonably
required hereunder, provided, however, that the parties, as between themselves,
shall be deemed to be independent contractors, and the employees of one shall
not be deemed to be employees of the other. 
Additionally the parties agree that they will not initiate efforts aimed
at the hiring of each others personnel who may be part of the Proposal or
Contract Team, without prior consent of the other party, for a period of [***]
from the date of this Agreement, whichever shall last occur. ARTICLE 7  Exchange of Technology During the term of this
Agreement, each party agrees to receive, from the other, technical information
and data (hereinafter called data) for the purpose of responding to the
project requirements.  As between the
parties hereto, the provisions of this Article 7 shall supersede the
provisions of any legend which may be affixed to said data by the disclosing
party and the provisions of such legend shall be without any force or effect. For a term of two (2)
years from the date of this Agreement, each party agrees to keep in confidence
and prevent the disclosure to any person or persons outside its own
organization all data (i) which is designated in writing, by appropriate
stamp (or legend) by the disclosing party, to be of a proprietary or
confidential nature, (ii) which pertains to proprietary or confidential
data regarding the disclosing partys technological techniques, processes,
inventions, and research and development, provided, however, that
neither party shall be liable for use or disclosure of any such data if the
same: (a)           Is in the public domain at the time
it is disclosed; or (b)           Is known as demonstrated by written
documentation, to the party receiving it at the time of disclosure; or (c)           Is used or disclosed with the prior
written approval of the other party, or (d)           Becomes known to the receiving party
from a source other than the disclosing party who then possessed the legal
right to disclose the data; or (e)           Is disclosed under this Agreement to
the Government or an authorized representative thereof, or to fulfill the
obligations of either party under a Government contract or subcontract.  -3- 
   ARTICLE 8  Term and Termination The term of this Agreement,
during which data may be received hereunder, shall be for a period of [***]
from the date hereof.  This Agreement
shall also terminate (i) by mutual agreement between the parties; or
(ii) by either party upon the breach of any of the material terms of this
Agreement, where such breach had gone unremedied for a period of thirty (30)
calendar days following the aggrieved partys dispatch of written notice to the
breaching party Stellar Holdings, LLC ARTICLE 9  Security To the extent that
obligations of the parties hereunder involve access to classified information,
UTStarCom, Inc. and Stellar Holdings, LLC shall conform to all appropriate
security regulations and requirements of the Partners, and shall be responsible
for safeguarding all classified information that may come into their possession
in connection with the performance of this Agreement. ARTICLE 10  Conflict of Interest Each party hereby
represents and covenants that neither it nor any of its employees or
representatives has or shall have, directly, or indirectly, any agreement or
arrangement with any official, employee or representative of any customer or
any government or governmental agency or of any political party under which any
such official, employee, representative or political party shall receive either
directly or indirectly anything of value whether monetary or otherwise as a
result of or in connection with any actual or contemplated sale of any product
or service of itself or any of its affiliated companies.  In addition, each party shall disclose to
the other relevant information bearing on the possible existence of any
organizational conflicts of interest. 
In the event that either party has reason to believe that it has, or may
have, a potential or actual organizational conflict of interest with respect to
any of the projects falling under the purview of this Agreement it shall so
notify the other party as soon as reasonably possible. In the event that either
party reasonably believes that the other has an organizational conflict of
interest with respect to any particular project, the parties hereto will seek
in good faith to resolve the matter in a manner acceptable to themselves and
the Partners.  -4- 
   ARTICLE 11  Assignment and Subcontracting This Agreement shall not
be assigned by either party without the prior written approval of the other
party. ARTICLE 12  Disclosure and Publicity It is understood and
agreed that either Stellar Holdings, LLC and UTStarCom, Inc. may, in its discretion,
disclose the terms and conditions of this Agreement (as it may be amended from
time to time) to the Partners. No releases shall be made
to the news media or the general public relating to this Agreement by either
party without the prior written approval of the other party of which approval
shall not be unreasonably withheld.  The
parties further agree that news releases made by either of them shall recognize
the participation and contributions of the other party. ARTICLE 13  Development of Opportunities The Team shall work
jointly and separately to develop telecommunications opportunities in keeping
with the business objectives of the individual team members. ARTICLE 14  Sanctioned Business Exclusions The parties to this
Agreement shall work exclusively with each other, as hereinbefore stated in
Article 3 with respect to Projects, however either party (including any
officer, director, employee, shareholder, member, partner or other person
holding a legal or beneficial interest in Stellar or UTStarCom) may engage in
or possess an interest in other business ventures of every nature and
description, independently or with others including, but not limited to, any
business venture which competes or may compete with the Projects, Stellar or
UTStarCom.  -5- 
   ARTICLE 15  Notices All notices hereunder
shall be given by letter addresses, except as each may change its address
pursuant hereto as follows:  Stellar Holdings, LLC
  
  UTStarCom, Inc.190 South Seguin Ave,
  Suite 200New Braunfels, Texas
  78130Attention: Mr. N. Lohr
  Bangle, Jr.
  
  Attention: ARTICLE
17  Applicable Law This Agreement shall be
governed by and construed in accordance with the laws of the State of Texas
without giving effect to the conflicts of law principles thereof.  The parties agree that a judgment in any
such dispute may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Article 18  Damages Limitation In no event shall either
of the parties hereto be liable for consequential, special, or indirect
damages, including lost profits or lost goodwill, whether arising from
contract, negligence, or any other legal cause of action. IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first above written.  UTStarCom, Inc.By:
  /s/ David RobisonName:Title:Stellar Holdings, LLCBy:
  /s/ Norm Bangle, Jr.Name:
  N. Lohr Bangle, Jr.Title:
  Managing Partner  -6- 
   EXHIBIT A Projects [***] 
   EXHIBIT B Resellers Agreement 
   RESELLER
AGREEMENT
(North America/Single Tier) UTSTARCOM:
  
  UTSTARCOM, Inc.
  
  RESELLER: Stellar Holdings, LLCIncorporation:
  
  Delaware
  
  Incorporation: Texas (LLC)Address:
  
  1275 Harbor Bay Parkway
  
  Address:
  
  190 South Seguin Avenue, #200Alameda, California 94502
  
  
  
  New Braunfels, TX 78130Attn:
  
  Legal Department
  
  Attn:
  
  Norm Bangle, Jr.Telephone:
  
  (510) 864-8800
  
  Telephone
  
  830.626.1193Fax:
  
  (510) 864-8802
  
  Fax:
  
  830.626.1197Territory:
  See Exhibit C (projects with exclusivity)Commitment
  [***]Effective Date: September 10, 2002  This RESELLER Agreement,
including all exhibits (Agreement), is the entire agreement between the
parties concerning Resellers resale in the Territory of the Products (as
defined below).  This Agreement
supersedes, and its terms govern, any prior agreements (including without
limitation any nondisclosure agreements), proposals or other communications,
oral or written, between the parties with respect to the Products.  This Agreement may be changed only by mutual
written agreement of authorized representatives of the parties.  This Agreement governs all documents
(e.g., purchase orders) issued by RESELLER with respect to the Products
and any additional or conflicting terms and conditions contained in any such
documents are of no force and effect. 
In consideration of the mutual promises herein, UTSTARCOM and RESELLER
agree to be bound by this Agreement, including the following exhibits: Exhibit A.               Terms
and Conditions
Exhibit B.               Products And
Discounts
Exhibit C.               Projects PLEASE REVIEW THE ATTACHED EXHIBITS,
WHICH INCLUDE IMPORTANT
LEGAL TERMS, SUCH AS LIMITATIONS OF WARRANTIES AND REMEDIES.  UTSTARCOM
  
  RESELLER/s/ David Robison
  
  /s/ Norm Bangle, Jr.Authorized Signature
  
  Authorized SignatureDavid Robison
  
  N. Lohr Bangle, Jr.Printed Name
  
  Printed NameV.P. Sales
  
  Managing PartnerTitle
  
  Title9/15/02
  
  September 13, 2002Date
  
  Date 
   EXHIBIT ATERMS AND
CONDITIONS 1.             Appointment UTSTARCOM appoints
RESELLER, and RESELLER accepts such appointment, as a non-exclusive reseller to
end user customers (and not to other distributors or resellers) within the Territory
for the products listed on Exhibit B hereto (Products).  UTSTARCOM may unilaterally add products to,
or remove products from, Exhibit B from time to time during the
term of this Agreement, and any such addition or removal shall be effective immediately
upon written notification by UTSTARCOM. 
UTSTARCOM reserves the right to sell directly to any other customer in
the Territory. 2.             Prices 2.1           RESELLERs purchase price for the
Products shall be: [***]. 2.2           [***] 3.             Orders 3.1           RESELLER shall order Products by
written purchase order, which shall reference this Agreement and shall be
deemed governed by this Agreement. 
Orders are subject to acceptance by UTSTARCOM and its assignment of
delivery schedules in accordance with Product availability.  Any inconsistent or additional terms and
conditions contained on RESELLERs purchase orders shall not be binding on
UTSTARCOM. 3.2           Changes by RESELLER in delivery
schedule (including cancellation) made within [***] days of scheduled
delivery will be subject to a rescheduling charge of [***]. 4.             Shipments Delivery of Products
purchased under this Agreement is F.O.B. [***], such delivery to be made to a
carrier or freight forwarder selected by UTSTARCOM unless otherwise specified
in writing by RESELLER.  Products will
be packaged by UTSTARCOM in accordance with UTSTARCOMs standard
practices.  Products are deemed accepted
by RESELLER, and title, possession and risk of loss shall pass to RESELLER,
upon delivery of the Products by UTSTARCOM to the designated carrier or freight
forwarder.  [***] 5.             Payment Terms 5.1           All Products sold to RESELLER shall
be invoiced in full [***].  Payment is
[***] from date of invoice. 5.2           [***]  
   5.3           UTSTARCOM shall determine RESELLERs
credit limit from time to time at UTSTARCOMs discretion RESELLER will provide
to UTSTARCOM such financial information from time to time as may be reasonably
requested by UTSTARCOM.  If any order by
RESELLER exceeds its credit limit, or RESELLER fails to make payments when due
or otherwise defaults or commits a breach hereunder, UTSTARCOM may, effective
immediately upon giving notice to RESELLER, (i) suspend credit and delay
shipment until such terms are met, and/or (ii) alter the terms of payment;
and/or (iii) cancel any order then outstanding and/or (iv) pursue any
other remedies available by law or equity. 
Further, if RESELLER fails to pay any charges when due, UTSTARCOM may
charge RESELLER a late payment charge equal to [***]. 6.             Other
Obligations of RESELLER 6.1           RESELLER will use reasonable commercial
efforts to promote the sale of the Products. 6.2           RESELLER will purchase [***]. 6.3           RESELLER will purchase Products
having an aggregate invoice price no less than the quota set forth on the
signature page hereof during [***] and during [***]. 6.4           RESELLER will have [***] of its
personnel attend, each calendar quarter, at least [***] technical training
courses offered by UTSTARCOM, at [***] expense. 6.5           RESELLER will offer its customers
technical support services consistent with industry practices.  To the extent that UTSTARCOM provides
RESELLER with access to upgrades or new releases of the Products purchased by
RESELLER hereunder, RESELLER will distribute those upgrades or new releases to
its customers.  UTSTARCOM is not
responsible for providing any technical support services to RESELLERs
customers. 6.6           Within [***] after the end of each
calendar month, RESELLER will provide to UTSTARCOM written reports showing, for
the just completed calendar month, RESELLERs shipments of Products and current
inventory levels.  Point-of-sale reports
(which will include at a minimum the name of the end user and the ship-to zip
code for all Products sold by RESELLER) and inventory reports shall be in the
formats prescribed by UTSTARCOM. 6.7           RESELLER shall promptly advise UTSTARCOM
of any complaints or claims brought or threatened against RESELLER with respect
to the sale or use of the Products or with respect to any alleged infringement. 6.8           RESELLER acknowledges that it is
familiar with the United States Foreign Corrupt Practices Act, which prohibits
the offering, giving or promising to offer or give, directly or indirectly,
money or anything of value to any official of a government, political party or
instrumentality thereof in order to assist RESELLER or UTSTARCOM in obtaining
or retaining business.  RESELLER shall
not act in any fashion or take any action, in the performance of its
obligations under this Agreement, which violates, or would render UTSTARCOM
liable for a violation of, either the United States Foreign Corrupt Practices
Act or any similar statute or regulation in any jurisdiction in which RESELLER
does business.  RESELLERs violation of
this   -2- 
   provision shall be deemed
a material breach of this Agreement, entitling UTSTARCOM to terminate this
Agreement immediately by written notice to RESELLER.  RESELLER agrees to defend, indemnify and hold UTSTARCOM harmless
from all liabilities, claims, losses and damages arising from RESELLERs breach
of this obligation. 7.             Other
Obligations of UTSTARCOM 7.1           If sales transactions occur that
involve the sale of Products by UTSTARCOM directly to end user purchasers that
were referred to UTSTARCOM by RESELLER, UTSTARCOM will determine in its
complete and sole discretion whether to compensate RESELLER. 7.2           While Products purchased by RESELLER
are under warranty as set forth under Section 8 below, UTSTARCOM will
provide RESELLER with access to all new releases and upgrades specifically
applicable to such Products, subject to the configurations and options that
RESELLER has purchased. 8.             Warranty 8.1           Products Warranty.  UTSTARCOM warrants to RESELLER only that the
Products conform in all material respects to the end user documentation
provided with the Products and that the hardware components of the Products
will be free from defects in materials and workmanship until the date which is
[***] (Warranty Period); provided that the Warranty Period shall not
exceed [***].  This limited warranty
does not cover [***].  This warranty
extends only to RESELLER and is not assignable to any other party. 8.2           Warranty Claims.  If RESELLER believes that Products do not
conform to the warranty set forth in Section 8.1, RESELLER shall promptly
notify UTSTARCOM in writing of such nonconformance, but in no event later than
[***] for those Products, and shall provide such details of the nonconformance
as UTSTARCOM reasonably requests. 
RESELLER will, upon the request of UTSTARCOM and in accordance with UTSTARCOMs
standard return procedures, return such Products to UTSTARCOM at [***] expense
and risk.  The final determination
whether Products fail to satisfy this warranty will be made [***].  If UTSTARCOM determines that returned
Products do conform to this warranty, then UTSTARCOM will return such Products
at [***] expense and risk.  If Products
are deemed to fail to conform to this warranty by UTSTARCOM, RESELLERs sole
remedy shall be, at [***] option and expense, the repair or replacement and
return of the Products, or a refund (or, at the option of RESELLER, a credit)
of the price or fee paid by RESELLER for the Products.  NOTWITHSTANDING ANYTHING IN THIS AGREEMENT
TO THE CONTRARY, THE FOREGOING IS RESELLERS SOLE AND EXCLUSIVE REMEDY FOR
BREACH OF WARRANTY BY UTSTARCOM WITH RESPECT TO THE PRODUCTS. 8.3           Disclaimer of Warranties.  [***], UTSTARCOM DISCLAIMs ALL WARRANTIES
WITH RESPECT TO THE PRODUCTS, EXPRESS OR IMPLIED, INCLUDING AS TO PERFORMANCE,
NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A
PARTICULAR PURPOSE. -3- 
   9.             Confidentiality No proprietary
information disclosed by either party to the other in connection with this
Agreement shall be disclosed to any person or entity other than the recipient
partys employees and contractors directly involved with the recipient partys
use of such information who are bound by a written agreement to protect the
confidentiality of such information, and such information shall otherwise be
protected by the recipient party from disclosure to others with the same degree
of care accorded to its own proprietary information.  To be subject to this provision, information must be delivered in
writing and designated as proprietary or, if oral information, summarized in a
writing delivered to the recipient within [***] after the oral disclosure.  Information will not be subject to this
provision if it is or becomes a matter of public knowledge without the fault of
the recipient party, if it was a matter of written record in the recipient
partys files prior to disclosure to it by the other party, or if it was or is
received by the recipient party from a third person under circumstances
permitting its -4- 
   EXHIBIT BPRODUCTS
AND DISCOUNTS