<PAGE>

                                  OEM AGREEMENT

                          (International/Asia Pacific)




                           Zaffire, Inc., as Supplier




                          UTStarcom, Inc., as Purchaser




                         Effective Date: August 10, 2000




UTStarcom, Inc.                                      Zaffire Inc.
1275 Harbor Bay Parkway                              2630 Orchard Parkway
Alameda, CA 94502, USA                               San Jose, CA 95134, USA
Telephone:  510-864-8800                             Telephone:  408-894-7200
Facsimile:  510-864-8802                             Facsimile:  408-894-7201


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                                TABLE OF CONTENTS

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ARTICLE I TERM OF AGREEMENT; DEFINED TERMS............................................................................1

         1.01     General Relationship................................................................................1
         1.02     Term of Agreement...................................................................................1
         1.03     Definitions.........................................................................................1

ARTICLE II PURCHASE ORDERS; REPORTS...................................................................................2

         2.01     Issuance and Acceptance of Purchase Orders..........................................................2
         2.02     Invoices............................................................................................3
         2.03     Rolling [***] Forecast..............................................................................3
         2.04     Purchase Order Modifications or Cancellations.......................................................3
         2.05     Customization Requirements..........................................................................4
         2.06     Hardware and Software Enhancements..................................................................4
         2.07     Cost Reduction Program..............................................................................4
         2.08     Initial Order.......................................................................................4

ARTICLE III DELIVERY AND ACCEPTANCE OF PRODUCTS.......................................................................4

         3.01     Title and Risk of Loss..............................................................................4
         3.02     Acceptance of Products..............................................................................5
         3.03     Defective Products..................................................................................5

ARTICLE IV PRICES; PAYMENT TO THE SUPPLIER............................................................................5

         4.01     Prices for Products.................................................................................5
         4.02     Payment.............................................................................................5
         4.03     Taxes...............................................................................................5
         4.04     Place of Payment....................................................................................6

ARTICLE V PROMOTION AND SALE OF PRODUCTS..............................................................................6

         5.01     Purchaser Trademarks................................................................................6
         5.02     Product Labeling....................................................................................6
         5.03     Supplier Materials..................................................................................6
         5.04     Adaptation of Documentation and Promotion Literature................................................7
         5.05     Technical and Sales Training........................................................................7
         5.06     Technical Support...................................................................................8

ARTICLE VI WARRANTIES.................................................................................................8

         6.01     Product Warranties..................................................................................8
         6.02     Proprietary Rights Warranties.......................................................................9
         6.03     Proprietary Rights Indemnification..................................................................9
         6.04     Disclaimer of Warranties............................................................................9
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                                TABLE OF CONTENTS
                                   (CONTINUED)
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ARTICLE VII TERMINATION...............................................................................................9

         7.01     Termination.........................................................................................9
         7.02     Termination for Insolvency or Bankruptcy...........................................................10
         7.03     Rights Upon Termination............................................................................10
         7.04     Return of Materials................................................................................10
         7.05     No Liability.......................................................................................10

ARTICLE VIII MISCELLANEOUS...........................................................................................11

         8.01     Limitation of Liability............................................................................11
         8.02     Entire Agreement...................................................................................11
         8.03     Relationship of Parties............................................................................11
         8.04     Confidentiality....................................................................................11
         8.05     Survival of Maintenance Obligations................................................................12
         8.06     Notices............................................................................................12
         8.07     Force Majeure......................................................................................12
         8.08     Governing Law......................................................................................13
         8.09     Binding Effect.....................................................................................13
         8.10     Exhibits...........................................................................................13
         8.11     Severability.......................................................................................13
         8.12     Headings...........................................................................................13
         8.13     Remedies Cumulative................................................................................13
         8.14     Delays or Omissions................................................................................13
         8.15     Survival of Terms..................................................................................14
         8.16     Nonexclusive Market and Purchase Rights............................................................14
         8.17     Software Licenses..................................................................................14
         8.18     Choice of Language.................................................................................14
         8.19     Export Control and Related Provisions..............................................................14

EXHIBITS
Exhibit 1         Description of Products
Exhibit 2         International Price List
Exhibit 3         Initial Forecasted Volumes
Exhibit 4         Time Schedule
Exhibit 5         Zaffire Service Guide
Exhibit 6         Customization
Exhibit 7         Return Material Authorization Procedure
</TABLE>


                                      -ii-

<PAGE>


                                  OEM AGREEMENT

       THIS OEM AGREEMENT (the "Agreement") is made and entered into as of the
date set forth on the cover page hereof (the Effective Date"), between Zaffire,
Inc. (the "Supplier"), and UTStarcom, Inc. a Delaware corporation and on behalf
of its subsidiaries (the "Purchaser").

       The Supplier develops, manufactures, produces and/or supplies wide area
optical internetworking devices and products and desires to grant to the
Purchaser the right to sell and market certain of such products, and combine
same with other products manufactured, produced or supplied by the Supplier, all
upon the terms and conditions set forth in this Agreement. The Purchaser
develops, manufactures and/or sells and distributes networking products and
services and desires to have the right to sell and market the Supplies products
upon the terms and conditions in this Agreement within [***].

       NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

                                    ARTICLE I

                        TERM OF AGREEMENT; DEFINED TERMS

       1.01   General Relationship. During the term of this Agreement, the
Supplier agrees to make available and sell to the Purchaser the Products set
forth in Exhibit 1 in accordance with the terms and conditions set forth herein.

       1.02   TERM OF AGREEMENT. The term of this Agreement shall commence on
the Effective Date and shall remain in full force and effect until terminated by
either party as set forth herein.

       1.03   DEFINITIONS. As used in this Agreement, the following terms shall
have the meanings indicated, unless the context clearly indicates otherwise:

              (a)    "APPLICABLE SPECIFICATIONS" means the functional
performance, operational and compatibility characteristics of a Product agreed
upon in writing by the parties or, by mutual agreement of the parties, as
described in applicable Documentation.

              (b)    "CUSTOMERS" means distributors, dealers, resellers,
value-added resellers, system integrators and other similar customers of the
Purchaser, including End Users.

              (c)    References to "dollars" and "$" refer to United States
currency.

<PAGE>

              (d)    "DOCUMENTATION" means user manuals, training materials,
product descriptions and specifications, technical manuals, license agreements,
supporting materials and other printed information relating to the Products,
whether distributed in print, electronic or video format, in effect as of the
date of the applicable purchase order relating thereto.

              (e)    "END USERS" means final retail purchasers or licenses who
acquire Products for their own use and not for resale, re-marketing or
redistribution.

              (f)    "PRODUCTS" means, individually or collectively as
appropriate, the hardware, licensed software, Documentation, supplies,
accessories and other commodities related to any of the foregoing as set forth
in Exhibit 1 and customized in accordance with the requirements set forth in
Exhibit 6 and which are to be provided by the Supplier pursuant to this
Agreement.

              (g)    "PURCHASE ORDER" means an official document, signed by an
authorized employee of the Purchaser, which is used to place product orders with
the Supplier.

              (h)    "PURCHASER TRADEMARKS" means any existing or future
trademarks that are registered by the Purchaser in the US or other countries.

              (i)    "SERVICES" means any warranty, maintenance, advertising,
marketing or technical support and training and any other services performed or
to be performed by the Supplier.

                                   ARTICLE II

                            PURCHASE ORDERS; REPORTS

       2.01   ISSUANCE AND ACCEPTANCE OF PURCHASE ORDERS. The Purchaser may
purchase, and the Supplier shall sell to the Purchaser, Products as described
below:

              (a)    The Purchaser may issue to the Supplier Purchase Orders
based on the prices listed in Exhibit 2 identifying the Products that the
Purchaser desires to purchase from the Supplier.

                     (i)    Each Purchase Order for Products shall be signed by
an authorized representative of the Purchaser, and shall clearly state the
following: the Purchase Order number, the purchase order date, a description of
the Product(s) ordered, the Purchaser's Product number, the number of units of
Product ordered, the agreed cost per unit, the total price for the Purchase
Order, the delivery date(s) requested for each Product included in the Purchase
Order (which delivery dates may not be later than [***] after the date on which
the Purchase Order is submitted by the Purchaser), the address to which the
Products described in the Purchase Order are to be shipped, and the address to
which the Products described in the Purchase Order are to be invoiced.

                     (ii)   A Purchase Order may include other terms and
conditions which are consistent with the terms and conditions of this Agreement
or which are necessary to place a Purchase Order. Purchase Orders may be placed
by the Purchaser by facsimile or electronically

                                      -2-
<PAGE>

transferred to the Supplier. Terms and conditions on Purchase Orders which
differ from those contained in this Agreement shall not be valid unless
specifically agreed in writing by an authorized representative of the Supplier.

              (b)    All Purchase Orders shall be transmitted to the address set
forth in Section 8.06.

              (c)    A Purchase Order shall be deemed accepted by the Supplier
only after a written confirmation thereof has been issued by the Supplier and
delivered to the Purchaser. The Supplier shall issue such written confirmation
within [***] after receipt of the Purchase Order. If such confirmation has not
been issued within the [***] period, the Purchase Order shall be deemed to be
accepted by the Supplier. Without limiting the generality of the foregoing, the
Supplier may reject any Purchase Order that fails to contain any of the
information required to be set forth by Section 2.01(a)(i). In the event of a
conflict between the provisions of this Agreement and the terms and conditions
of a Purchase Order or the Supplies confirmation or other written
communications, the provisions of this Agreement shall prevail and be
controlling.

              (d)    Upon the termination of this Agreement, the Supplier agrees
to accept Purchase Orders from the Purchaser for additional Products which, at
the time of such termination, the Purchaser is contractually obligated to
furnish to its Customers and does not have in its inventory, provided that the
Purchaser notifies the Supplier of all such obligations in writing within [***]
of such date of termination.

              (e)    This Agreement shall not obligate the Purchaser to purchase
any Products or Services, except as specifically set forth in a written Purchase
Order from the Purchaser or as otherwise set forth herein.

       2.02   INVOICES. For each shipment of Products to the Purchaser, the
Supplier shall transmit to the Purchaser an invoice which sets forth the
Purchases Purchase Order number, the Products shipped, the Supplier's and the
Purchaser's Product number and the price therefore.

       2.03   ROLLING [***] FORECAST. No later than [***] after the end of each
[***], the Purchaser shall deliver to the Supplier an updated, non-binding,
forward-looking rolling unit order forecast (each, a "Rolling [***] Forecast")
for each Product for the subsequent [***] period, to enable the Supplier to plan
production to meet the lead times anticipated. The Rolling [***] Forecast is not
an order or a commitment by the Purchaser to purchase Products. Rolling [***]
Forecasts shall be transmitted to the Supplier via electronic mail or by such
other means as may be agreed between the Supplier and the Purchaser. Exhibit 3
sets forth the initial forecasted volumes.

       2.04   PURCHASE ORDER MODIFICATIONS OR CANCELLATIONS.

              (a)    Prior to shipment of Products, the Supplier shall accept a
modification to a Purchase Order in order to: (i) change a location for
delivery, (ii) change dates for delivery of Products provided that said new
delivery dates remain within the Suppliers fiscal quarter of the original
shipment date, or (iii) correct typographical or clerical errors; provided,
however that


                                      -3-
<PAGE>

notices of modification must be received by the Supplier at least
[***] prior to the original shipment date.

              (b)    The Purchaser will confirm [***] before end of [***] the
forecasting of the following [***] by PO for delivery of orders consistent with
the Suppliers then current lead times. In the case that the PO quantity is less
than the forecasting quantity, the over-forecasted quantity will be shifted to
the [***] following. In the case that the PO is larger than the forecasted
quantity, Zaffire will make reasonable efforts to satisfy the demand for
non-forecasted units.

       2.05   CUSTOMIZATION REQUIREMENTS. In accordance with the time schedule
in Exhibit 4, the Supplier will modify the Products to fulfill the customization
requirements in Exhibit 6. Due to the TBD" in Exhibit 4 and Exhibit 6, both
parties shall mutually agree upon the customization to be done and both parties
shall use reasonable efforts to complete such customization no later than [***]
after the signing of this agreement.

       2.06   HARDWARE AND SOFTWARE ENHANCEMENTS. Should the Supplier change,
improve or add any enhancements to a Product at any time during the term of this
Agreement, the Supplier shall provide at least [***] notice to the Purchaser of
same prior to the implementation thereof. The Supplier will make available to
the Purchaser each new version of software made available by the Supplier from
time to time to its customers generally. With respect to modifications in
software and the rendition of other services that may be requested of the
Supplier by the Purchaser, the provision of same shall be as mutually agreed by
the parties, and without limiting the generality of the foregoing, the Supplier
may charge for such modifications or other services at [***]. Modifications to
software and changes in product features which are not part of the Suppliers
standard releases are not part of this Agreement, except to the extent set forth
in Exhibit 6 and as the Supplier may otherwise agree in writing. At the request
of the Purchaser and upon the agreement of the Supplier, such modifications or
other services may be provided at a pre-determined price.

       2.07   COST REDUCTION PROGRAM. The Parties agree to cooperate to ensure
that the Supplier's manufacturing of the Products at any time is performed in
the most cost efficient way hereunder on [***] basis to evaluate the possibility
of conducting a cost reduction program. The parties agree that all cost
reductions should be to the benefit of both Parties and as such reflected in the
prices for the Products.

       2.08   INITIAL ORDER. The Purchaser will place an initial order for [***]
to be used as a Test/Demonstration System ("TDS") in accordance with the time
schedule of Exhibit 4.

                                   ARTICLE III

                       DELIVERY AND ACCEPTANCE OF PRODUCTS

       3.01   TITLE AND RISK OF LOSS. Title to Products shall pass to the
Purchaser at the time that the Products are delivered to the [***]. Products
shall be shipped [***]. All risk of loss or damage to the products shall be
borne by the Supplier until delivery to the [***].


                                      -4-
<PAGE>

       3.02   ACCEPTANCE OF PRODUCTS. Acceptance of the TDS by Purchaser will be
based upon mutually agreed tests and success criteria. Each Product shipment
thereafter will be deemed accepted by Purchaser upon delivery to the [***].

       3.03   DEFECTIVE PRODUCTS. In the event that any Products are received by
the Purchaser in a defective condition or not in accordance with the Applicable
Specifications, including the Purchaser's customization requirements therefor or
the Documentation relating to such Products (collectively, "Defective
Products"), the Purchaser may return such Defective Products to the Supplier in
the manner set forth in Section 6.01(b). The Purchaser shall have the right to
return any such Defective Products within [***] after delivery and in accordance
with any applicable warranty with respect thereto.

                                   ARTICLE IV

                         PRICES; PAYMENT TO THE SUPPLIER

       4.01   PRICES FOR PRODUCTS. The price for each Product purchased by the
Purchaser pursuant hereto shall be with the agreed discount on the Suppliers
list price for such Product, as set forth in Exhibit 2.

              (a)    The prices set forth in Exhibit 2 are based on the
forecasted volumes of Exhibit 3. The Parties will on [***] basis negotiate the
prices based on the previous actual volume purchased and the expectations for
the coming [***]. Furthermore, the Parties agree to reevaluate prices if
significant changes in market conditions occur, and as Supplier's cost of
manufacturing permits.

       4.02   PAYMENT. The Supplier shall invoice the Purchaser no earlier than
the applicable shipping date for the Products covered by such invoice.

              (a)    The Purchaser shall submit to Supplier payment for any
Purchase Order: (i) within [***] of the date of shipment of the Products on such
Purchase Order paid by [***]; or (ii) within [***] of shipment of the Products
on such Purchase Order, with a [***] discount.

              (b)    Invoices that are unpaid at their due date, shall bear
interest at a rate of [***] or the maximum rate allowed by law, whichever is
less, until paid by Purchaser.

              (c)    If deliveries are made in installments, the invoice with
respect to each shipment shall be paid when due without regard to the other
scheduled deliveries.

       4.03   TAXES. All payments to the Supplier hereunder shall be made free
and clear of and without reduction by reason of any taxes, levies, costs or
charges whatsoever imposed, assessed, levied or collected by any government,
political subdivision, jurisdiction or taxing authority, all of which shall be
for the account of the Purchaser and paid when due by the Purchaser, unless the
Purchaser shall have provided the Supplier with a valid resale exemption
certificate with respect


                                      -5-
<PAGE>

thereto. Notwithstanding the foregoing, if, under any applicable law, the
Purchaser is required to withhold tax or any other amount from any payment to
the Supplier, the amount due from the Purchaser to the Supplier shall be
increased to the amount that the Supplier would have received if no withholding
had been required.

       4.04   PLACE OF PAYMENT. The Purchaser shall pay all amounts due to the
Supplier into such account as the Supplier may designate in U.S. dollars.
Payment shall be deemed to have been made only upon receipt of full payment in
the account specified pursuant hereto.

                                    ARTICLE V

                         PROMOTION AND SALE OF PRODUCTS

       5.01   PURCHASER TRADEMARKS. The Purchaser authorizes the Supplier to
apply the Purchaser's name or Purchaser Trademarks to the Products, as directed
by the Purchaser, for the sole purpose of supplying Products pursuant to this
Agreement. The Supplier shall acquire no right to the Purchaser Trademarks by
its use thereof, and may use the Purchaser Trademark for the duration of this
Agreement only to the extent specified herein. Any such use of Purchaser
Trademarks by the Supplier shall be to the Purchases benefit.

              (a)    The Purchaser shall retain the sole and exclusive right, in
its discretion, to bring legal action for trademark infringement with respect to
any of the Purchaser Trademarks.

              (b)    The Purchaser agrees to indemnify and hold the Supplier
harmless from and against an and all actions, claims, losses and damages
(including reasonable attorneys' fees and court costs) arising out of or in
connection with the use of any Purchaser Trademark by the Supplier pursuant to
the terms of this Agreement.

              (c)    The Purchaser agrees that it will not use any trade names
and trademarks of or licensed to the Supplier, all of which shall remain the
property of the Supplier. The Purchaser agrees not to contest any trade names or
trademarks of or licensed to the Supplier, or make application for registration
of any trade names or trademarks of or licensed to the Supplier, without the
Suppliers prior written consent. The Purchaser agrees not to use, employ or
attempt to register any trade names or trademarks that are confusingly similar
to the trade names or trademarks of or licensed to the Supplier.

       5.02   PRODUCT LABELING. All Products will be shipped to the Purchaser as
set forth in Exhibit 6.

       5.03   SUPPLIER MATERIALS. The Supplier agrees to provide upon the
Purchaser request, [***] the following materials in media form with respect to
the Products: (i) the specifications, (ii) published user instructions, manuals
and other training materials, (iii) current manuals covering installation,
operation and maintenance of the Products, and (iv) software. (v) Sales Tools
such as presentation slides, competition analysis and demonstration software,
etc. The Purchaser shall have


                                      -6-
<PAGE>

the right to copy or reproduce the foregoing materials for use in connection
with the Purchasers use, sale or support of the Products, or its support thereof
pursuant to Section 5.06, provided that the Purchaser makes no modifications in
such copied or reproduced materials without the prior written consent of the
Supplier and all designations or references therein of or relating to the
intellectual property rights of the Supplier shall be maintained (including,
without limitation, all references to the Supplier copyright and other
intellectual property rights. The Purchaser shall include with each Product
delivered to a Customer a license agreement - if so required by the Supplier -
and warranty in the form promulgated by the Supplier (with appropriate changes
to reflect the OEM relationship between the Supplier and the Purchaser).

       5.04   ADAPTATION OF DOCUMENTATION AND PROMOTION LITERATURE. The
Purchaser may translate into languages other than the English language such of
the Suppliers user manuals, product descriptions and specifications, technical
manuals, license agreements and other printed information relating to the
Products as shall be determined to be appropriate by the Purchaser. The
Purchaser shall own all rights in all such translated adaptations to promotional
materials, including, without limitation, rights to all local language
translations of the Supplier user manuals, product descriptions and
specifications, technical manuals, license agreements and other printed
information relating to the Products. In connection therewith, the Purchaser
shall take appropriate action to secure copyrights with respect to all such
translated adaptations. The Supplier will review any translated materials for
correctness if so requested by the Purchaser but will not be bound by any
documents not printed by Supplier. The Supplier shall execute any and all
documents and/or instruments deemed by the Purchaser to be necessary or
appropriate to effect the assignments hereinabove described.

       5.05   TECHNICAL AND SALES TRAINING.

              (a)    TRAINING SERVICES. During the term of this Agreement,
Supplier shall, at [***] expense, provide Purchaser at such location as
designated by Purchaser, with one day of training for the Purchaser Sales Force,
one day of training for Purchaser Field Sales Engineers and one day of training
per Product of engineering level training for Purchasers employees engaged in
tier two technical support of the Products, to be conducted one day each at
Purchaser premises in [***] or another location if agreed upon between the
Parties.

       Sales training will cover the [***] market, competition and product
features and benefits. The other training modules shall cover in detail, the
installation, configuration, operation, trouble shooting, adjustment, test and
maintenance of the product.

              (b)    TRAINING MATERIALS. During the term of this Agreement,
Supplier shall, at [***] expense, provide Purchaser with all materials utilized
to provide training in connection with the Product(s), materials as they become
available. Such training shall include, but is not limited to, Purchaser sales,
Purchaser Field Sales Engineers, and Technical Support courses. Training
materials shall include, but are not limited to, instructor guides, overheads,
student workbooks, and manual/guides. Purchaser shall have the right to
reproduce and distribute copies of all training materials, related documents and
recordings under Purchaser name to trainees in training courses offered by
Purchaser. All training material shall be provided electronically.


                                      -7-
<PAGE>

              (c)    The Supplier shall provide electronic mail access or access
to a private web account for software updates and bulletins, which include known
problems, work arounds, expected fixes and matters of a similar nature.

              (d)    In connection with the technical and sales training and
assistance described in this Section 5.05, the cost and expense of the Purchaser
personnel in attending same shall be borne by the [***].

       5.06   TECHNICAL SUPPORT. During the term of this Agreement, the Supplier
shall provide technical support as set forth in Exhibit 5.

                                   ARTICLE VI

                                   WARRANTIES

       6.01   PRODUCT WARRANTIES. The Supplier warrants that each Product will
be free from defects in design, materials and workmanship and will perform in
conformance with the Applicable Specifications and Documentation with respect to
such Product, including the customization requirements set forth in Exhibit 6.
The period of warranty shall be [***] from the date of delivery of such Product
to the Purchaser.

              (a)    During the warranty period set forth in this Section 6.01,
the Purchaser [***] and [***] remedy in the event of such defect or failure to
perform is expressly limited to the correction of the defect or failure by
repair, refurbishment or replacement, at the Supplier's [***] option and
expense. During the warranty period, change orders and maintenance revision
upgrades will be provided upon request and as may be needed for proper operation
of Products. The Supplier reserves the right, in connection with the replacement
of returned Products or the repair of Products returned for repair, to use parts
and components (including refurbished parts and components) that are like new or
equivalent in performance to the original part or component. Replaced products,
parts or components shall become the property of the Supplier.

              (b)    Claims by the Purchaser with respect to Defective Products
shall be made as follows: (i) claims shall be made in accordance with the Return
Material Authorization procedure of the Supplier set forth in Exhibit 7 as same
may be amended from time to time on at least [***] notice to the Purchaser.

              (c)    Notwithstanding the foregoing, the Supplier shall have no
liability pursuant to Section 6.01 with respect to defects arising in Products
through: (i) normal wear and tear or obsolescence, (ii) causes external to the
Products (such as, for example, unusual physical stress, power failure or
unusual environmental conditions), and (iii) any cause other than ordinary use
(such as, for example, accident, fire, lightning, water damage, neglect, misuse,
improper installation or testing, or unauthorized attempts to repair, alter or
modify).


                                      -8-
<PAGE>

       6.02   PROPRIETARY RIGHTS WARRANTIES. The Supplier warrants that, to the
best of its knowledge, it has all right, title, ownership interest and/or
marketing rights necessary to provide the Products to the Purchaser, and the
Products and their sale and use hereunder do not infringe upon any copyright,
patent, trademark, trade secret or other proprietary or intellectual property
right of any third party.

       6.03   PROPRIETARY RIGHTS INDEMNIFICATION. The Supplier agrees to
indemnify and hold the Purchaser harmless from and against any and all actions,
claims, losses and damages (including reasonable attorneys' fees and court
costs) arising out of or in connection with any breach or alleged breach of the
warranties set forth in Section 6.02, provided that the Supplier is notified
promptly in writing thereof and is given complete authority and information
required for the defense thereof. The Purchaser shall have the right to
participate in the defense of any such suit or proceeding at the Purchaser's
expense and through counsel of its choosing. In the event that an injunction is
sought or obtained against the use of a Product, the Supplier shall, within
[***] of its receipt of notice thereof, at [***] option and expense: (i) procure
for the Purchaser and its Customers the right to continue to use the infringing
Product as set forth in this Agreement, or (ii) replace the Product with a
non-infringing alternative, or (iii) modify the infringing Product to make its
use non-infringing. The Supplier shall have no liability under Section 6.02 or
under this Section 6.03 for any infringement based on the use of any Product
(including, without limitation, software), if the Product (or software) is used
in a manner or with equipment for which it was not reasonably intended, or if
the Product (or software) is used in an infringing process.

       6.04   DISCLAIMER OF WARRANTIES. THE WARRANTIES SET FORTH IN THIS ARTICLE
VI ARE THE ONLY WARRANTIES MADE BY THE SUPPLIER PURSUANT TO THIS AGREEMENT.
EXCEPT FOR SUCH WARRANTIES, THE SUPPLIER MAKES, AND THE PURCHASER, ITS CUSTOMERS
AND END USERS OF PRODUCTS RECEIVE, NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND
THE SUPPLIER EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES. NO
REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION,
STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE
PRODUCTS PROVIDED HEREUNDER, WHETHER MADE BY THE SUPPLIER EMPLOYEES OR
OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL BE DEEMED TO BE A
WARRANTY BY THE SUPPLIER FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF THE
SUPPLIER WHATSOEVER.

                                   ARTICLE VII

                                   TERMINATION

       7.01   TERMINATION. Either party may terminate this Agreement, with or
without cause, upon giving the other party at least [***] prior written notice,
or immediately by mutual agreement of the parties in writing. In case of
termination by Supplier, Purchaser may in the [***] notice period


                                      -9-
<PAGE>

place a non-cancelable last-time-buy order for such Products at [***], for
delivery within [***] after the expiration of the [***] notice period.

       In the event that either party materially defaults in the performance of
any of its duties or obligations set forth herein this Agreement, and such
default is not substantially cured within [***] after written notice is given to
the defaulting party specifying the default in reasonable detail, then the party
not in default may, by giving written notice thereof to the defaulting party,
terminate this Agreement or the applicable Purchase Order relating to such
default as of the date specified in such notice of termination.

       7.02   TERMINATION FOR INSOLVENCY OR BANKRUPTCY. Either party may
immediately terminate this Agreement and any Purchase Order by giving written
notice to the other party in the event of any of the following: (i) the
liquidation or insolvency of the other party; (ii) the appointment of a receiver
or similar officer for the other party; (iii) an assignment by the other party
for the benefit of all or substantially all of its creditors; (iv) the entry by
the other party into an agreement for the composition; (v) extension or
readjustment of all or substantially all of its obligations; or (vi) the filing
of a meritorious petition in bankruptcy by or against the other party under any
bankruptcy or debtors law for its relief or reorganization.

       7.03   RIGHTS UPON TERMINATION. The termination of this Agreement or any
Purchase Order shall not affect the Suppliers right to be paid for Products
previously shipped. The termination of this Agreement shall not affect any of
the Suppliers warranties, indemnifications or obligations relating to returns,
credits or any other matters set forth in this Agreement that by their nature
are to survive termination in order to carry out their intended purpose, all of
which shall survive the termination of this Agreement. The termination of this
Agreement shall not affect the obligations of either party to the other party
pursuant to any Purchase Order previously accepted and confirmed by the
Supplier.

       7.04   RETURN OF MATERIALS. In the event of the termination of this
Agreement, the Purchaser shall promptly return to the Supplier all sales
materials, specifications, drawings and other technical documents (including all
copies thereof received from the Supplier under this Agreement as directed by
the Supplier. The provisions of Section 7.04 shall survive the termination of
this Agreement.

       7.05   NO LIABILITY. Upon the termination of this Agreement, the Supplier
shall not be liable or obligated to the Purchaser with respect to any payments,
future profits, exemplary, special or consequential damages, indemnification or
other compensation regarding such termination, irrespective of whether such
obligations or liabilities may be contemplated by the law(s) of the governments
of any jurisdiction in which Products of the Supplier are sold or marketed by
the Purchaser, and the Purchaser hereby waives and relinquishes any rights,
pursuant to law or otherwise, to any such payments, indemnifications or
compensation.



                                      -10-
<PAGE>

                                  ARTICLE VIII

                                  MISCELLANEOUS

       8.01   LIMITATION OF LIABILITY. THE SUPPLIER SHALL HAVE NO LIABILITY FOR
ANY LOSS OF PROFIT OR OTHER COMMERCIAL DAMAGE, INCLUDING, WITHOUT LIMITATION:
INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND;
LOSS OF, OR DAMAGE TO, THE PURCHASER OR ANY END USER'S RECORDS OR DATA; THIRD
PARTY CLAIMS AGAINST THE PURCHASER; OR LOSS OF REVENUE, LOSS OF BUSINESS OR
OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH ANY PRODUCTS SOLD OR
LICENSED BY THE SUPPLIER TO THE PURCHASER OR TO ANY END USER OF PRODUCTS, EVEN
IF THE SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

       8.02   ENTIRE AGREEMENT. This Agreement contains the entire understanding
of the parties relating to the subject matter contained herein and supersedes
all prior agreements and understandings, written or oral, relating to the
subject matter hereof. This Agreement shall not be modified, amended or
terminated except in a writing signed by both parties.

       8.03   RELATIONSHIP OF PARTIES. The relationship of the parties under
this Agreement shall be, and at all times remain, that of independent
contractors, and the Purchaser is neither an employee nor an agent of the
Supplier nor is the Purchaser authorized to represent itself, directly or by
implication, as such.

       8.04   CONFIDENTIALITY. Each party acknowledges that in the course of
performance of its obligations pursuant to this Agreement, it may obtain certain
Confidential Information (as defined herein in Section 8.04(a)) of the other
party. Each party hereby agrees that all Confidential Information communicated
to it by the other party, its subsidiaries or Customers, whether before or after
the Effective Date, shall be and was received in strict confidence, shall be
used only for purposes of this Agreement, and shall not be disclosed without the
prior written consent of the other party.

              (a)    As used herein this Agreement, the term Confidential
Information" refers to all information proprietary to a party and not generally
known in the industry that is disclosed to or learned by the recipient party in
connection with this Agreement and clearly marked or identified as confidential
or proprietary, whether or not reduced to writing, including, without
limitation: (a) information not generally known in the industry which relates to
the business, products or work of a party: (x) of a technical nature, such as
trade secrets, methods, know-how, formulas, compositions, designs, processes,
information regarding product development and other similar information and
materials, and (y) of a business or commercial nature, such as information or
compilation of data about costs, pricing, profits, compensation, sales, product
plans, markets, marketing plans and strategies, equipment and operational
requirements, operating policies or plans, finances, financial records, methods
of operation and competition, management organization, customers and suppliers,
and other similar information and materials of a party; and (b) any other
technical business or


                                      -11-
<PAGE>

commercial information designated as confidential or proprietary that a party
may receive belonging to any supplier, customer or others who do business with a
party. The foregoing limitations on use and disclosure shall not apply to
information that: (i) was lawfully known to the receiving party before its
receipt thereof; (ii) is learned by the receiving party from a third party
entitled to disclose same; (iii) becomes publicly known other than through the
actions of the receiving party, or (iv) is required by law or court order to be
disclosed by the receiving party.

              (b)    Upon the termination of this Agreement, each party that has
received Confidential Information shall immediately surrender to the other party
all Confidential Information in a receiving party's possession of or relating to
the other party, or in the possession of any person or entity under the
receiving party's control, including all copies thereof, relating directly or
indirectly to any Confidential Information of the other party, or otherwise
relating directly or indirectly to the business of the other party. All
Confidential Information obtained by either party shall remain confidential for
a period of [***] after the termination of this Agreement.

              (c)    The provisions of this Section 8.04 shall survive the
termination of this Agreement.

              (d)    The parties will agree in advance to the content and timing
of any Press Releases and SEC filings and also to the existance of this
contract.

       8.05   SURVIVAL OF MAINTENANCE OBLIGATIONS. The Supplier warrants for a
period of [***] after the expiration of the Agreement to provide Purchaser with
new software updates/versions.

       8.06   NOTICES. Any notice, request, instruction or other document to be
given under this Agreement by a party hereto to the other party shall be in
writing and shall be deemed to have been duly given on the date of service if
delivered personally, or on the third day after mailing if sent by certified
mail, postage prepaid, at the addresses set forth below, or to such other
address or person as a party may designate by written notice to the other:

       In the case of the Supplier:               In the case of the Purchaser:
       ---------------------------                ----------------------------
       Zaffire, Inc.                              UTStarcom, Inc.
       2630 Orchard Parkway                       1275 Harbor Bay Parkway
       San Jose, CA 95134, USA                    Alameda, CA 94502, USA
       Attn.: OEM Contract Administration         Attn.: Russell Boltwood
                                                    Corporate Counsel

       8.07   FORCE MAJEURE. The term "FORCE MAJEURE" shall be defined to
include fires or other casualties or accidents, acts of God, fire, flood,
typhoon, peril or accident on the sea, other severe weather conditions, strikes
or other labor disputes (whether lawful or not), war, revolution, riot or other
violence, lack of energy, or any other law, order, proclamation, regulation,
ordinance, demand or requirement of any governmental agency, or any other cause
beyond the control of a party.

              (a)    A party whose performance is prevented, restricted or
interfered with by reason of a Force Majeure condition shall be excused from
such performance to the extent of such


                                      -12-
<PAGE>

Force Majeure condition so long as such party provides the other party with
prompt written notice describing the Force Majeure condition and the causes of
nonperformance and immediately continues performance whenever and to the extent
such conditions and causes of nonperformance cease to exist. Without limitation,
obligations with respect to the payment of monies or other consideration shall
not be excused due to the occurrence of a Force Majeure condition.

              (b)    If, due to a Force Majeure condition, the scheduled time of
delivery or performance is or will be delayed for more than [***] after the
scheduled date thereof, the party not relying upon the Force Majeure condition
may terminate, without liability to the other party, any Purchase Order or
portion thereof covering the Products for which delivery has been delayed by the
occurrence of the Force Majeure condition.

       8.08   GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws, other than choice of law rules, of the State of
California and the parties hereby consent to the exclusive jurisdiction of the
courts of the State of California.

       8.09   BINDING EFFECT. This Agreement shall be binding on, and inure to
the benefit of the parties hereto and their respective representatives,
successors and permitted assigns, but neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by either of the
parties hereto, whether by operation of law or otherwise, without the prior
written consent of the other party.

       8.10   EXHIBITS. All exhibits attached hereto are incorporated herein by
reference.

       8.11   SEVERABILITY. In the event that any provision contained herein
shall be held to be invalid, illegal or unenforceable for any reason, such
invalidity, illegality or unenforceability shall not affect any other provision
hereof, and this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.

       8.12   HEADINGS. The headings of the sections and articles of this
Agreement are inserted for convenience only and shall not constitute a part
hereof nor affect in any way the meaning or interpretation of this Agreement.

       8.13   REMEDIES CUMULATIVE. Except as herein expressly provided, the
remedies provided herein shall be cumulative and shall not preclude the
assertion by any party of any other rights or the seeking of any other remedies
against any other party, as the case may be.

       8.14   DELAYS OR OMISSIONS. No delay or omission to exercise any right,
power or remedy accruing upon any breach or default under this Agreement shall
impair any such right, power or remedy nor shall it be construed to be a waiver
of any such breach or default, or an acquiescence therein, or in any similar
breach or default thereafter occurring, nor shall any waiver of any single
breach or default be deemed a waiver of any other breach or default theretofore
or thereafter occurring. Any waiver, permit, consent or approval of any kind or
character of any breach or default under this Agreement, or any waiver of any
provisions or conditions of this Agreement, shall be in writing and shall be
effective only to the extent specifically set forth in such writing.


                                      -13-
<PAGE>

       8.15   SURVIVAL OF TERMS. Termination of this Agreement for any reason
shall not release either party from any liabilities or obligations set forth in
this Agreement which (i) the parties have expressly agreed shall survive any
such termination, or (ii) remain to be performed or by their nature would be
intended to be applicable following any such termination.

       8.16   NONEXCLUSIVE MARKET AND PURCHASE RIGHTS. It is expressly
understood and agreed that this Agreement does not grant to the Supplier or the
Purchaser an exclusive right to purchase or sell products and shall not prevent
either party from developing relationships with other vendors or customers.

       8.17   SOFTWARE LICENSES. Whenever the Products described in this
Agreement shall include software, the Supplier hereby grants to the Purchaser a
nonexclusive license to market, demonstrate and distribute through its normal
channels of distribution such software, in object code only, to Customers of the
Purchaser. The Purchaser agrees to comply with the Supplier reasonable software
license agreements, and agrees to use reasonable efforts to protect the
Supplier's software, including using reasonable efforts to avoid allowing
Customers, individuals or employees: (i) to make any unauthorized copies of the
Supplies licensed software; (ii) to modify, disassemble or decompile any
software; (iii) to remove, obscure or alter any notice of patent, trademark,
copyright or trade name; or (iv) to authorize any person to do anything that the
Purchaser is prohibited from doing under this Agreement.

              (a)    The Purchaser acknowledges that no title or ownership of
the proprietary rights to any software is or will be transferred by virtue of
this Agreement. The Supplier and its licensors retain all title to and, except
as expressly licensed herein, all rights to any software contained in the
Products, all copies and derivative works thereof, related Documentation and
materials and all of their service marks, trademarks, trade names or any other
designations. Any invoices of the Supplier purporting to cover such items do not
convey title to, or patent rights, copyrights or any other proprietary interest
in, such items to the Purchaser.

              (b)    The Purchaser shall use reasonable efforts to protect the
Supplies rights under this section, but the Purchaser is not authorized and
shall not be required to instigate legal action on behalf of the Supplier or its
suppliers against any third parties for infringement. The Purchaser shall notify
the Supplier of any infringement of which it obtains actual knowledge.

       8.18   CHOICE OF LANGUAGE. The original of this Agreement has been
written in the English language, and the English language version of this
Agreement shall be considered controlling for all purposes.

       8.19   EXPORT CONTROL AND RELATED PROVISIONS. The Purchaser hereby agrees
that it shall not, directly or indirectly, re-export, resell or otherwise ship
or transfer any of the Products, related Documentation, any technology related
thereto, any direct products of such technology, or any products of which any of
the Products is a component (collectively, "CONTROLLED Products") in violation
of any prohibitions of the Export Administration Regulations of the United
States Department of Commerce, as amended from time to time (the "BXA
REGULATIONS"), whether such prohibitions are based on the type of product, the
country of destination, the end-user or end-use of


                                      -14-
<PAGE>

the product or otherwise. The Purchaser shall obtain appropriate licenses,
comply with applicable license exceptions and/or obtain appropriate written
assurances from purchasers or importers as may be necessary for its activities
with respect to the Controlled Products to comply with the BXA Regulations. The
Purchaser further agrees that it shall not, directly or indirectly, export,
re-export, resell or otherwise ship or transfer any Controlled Products to any
countries listed as "embargoed countries" in the Foreign Assets Control
Regulations of the United States Department of the Treasury, as amended from
time to time (the "FOREIGN ASSETS CONTROL REGULATIONS"), without compliance with
the Foreign Assets Control Regulations, including, without limitation, obtaining
any required prior written consent of the United States Office of Foreign Assets
Control.

              (a)    The Purchaser warrants that it has not been, and is not
currently, debarred or suspended from or otherwise prohibited or impaired from
exporting, re-exporting, receiving, purchasing, procuring or otherwise obtaining
any item, product, article, commodity or technical data regulated by any agency
of the government of the United States.

              (b)    In all of its activities hereunder or otherwise with
respect to Controlled Products, the Purchaser shall comply with (i) the
anti-boycott provisions of the BXA Regulations and of Section 999 of the United
States Internal Revenue Code and any regulations promulgated thereunder, as
amended from time to time (collectively, the "ANTI-BOYCOTT PROVISIONS"), and
(ii) the United States Foreign Corrupt Practices Act (the FCPA").

              (c)    The Purchaser's obligations to comply with the BXA
Regulations, Foreign Assets Control Regulations, Anti-boycott Provisions and
FCPA shall apply to the extent that (i) such laws, rules and regulations are
applicable to the Purchaser, or (ii) the Purchaser's noncompliance would cause
the Supplier to be in violation of such laws, rules or regulations.

                           [SIGNATURE PAGE TO FOLLOW]



                                      -15-
<PAGE>


       IN WITNESS WHEREOF, the parties have been caused this Agreement to be
signed and delivered by its duly authorized officer or representative as of the
Effective Date.

SUPPLIER:                                     PURCHASER:

Zaffire, Inc.                                 UTStarcom, Inc.



By: /s/ Signature Illegible                   By: /s/ Signature Illegible

Title: VICE PRESIDENT                         Title: EVP C00 China Operation

Aug. 25, 2000                                 Aug. 10, 2000



<PAGE>


                                    EXHIBIT 1

                             DESCRIPTION OF PRODUCTS

       The Products relevant to this Agreement include the following list which
can be restated upon mutual agreement of both parties in an Amendment when new
products become available.

       [***]

       A detailed parts list of the [***], accurate as of the Effective Date, is
included on the following two pages for reference.


<PAGE>

                      DETAILED DESCRIPTION OF PRODUCTS (1)

       Release 1.2 Model Numbers

       [***]



<PAGE>



                      DETAILED DESCRIPTION OF PRODUCTS (2)

       [***]



<PAGE>



                                    EXHIBIT 2

                   INTERNATIONAL PRICE LIST (IN U.S. DOLLARS)

       1.     Minimum Sales Volume. Reseller agrees to achieve Minimum Sales net
to Zaffire of [***] during the first [***] period of the Term beginning on the
Agreement date. The Minimum Sales volume for the second and each subsequent
[***]period will be mutually agreed upon between Reseller and Zaffire within
[***] of the end of the previous [***] period. Sales are calculated based upon
the Purchase Price of Zaffire Products shipped to Reseller during the period.

       2.     DISCOUNT SCHEDULE. The following percentage discounts from
Zaffire's List Prices will apply for Zaffire Products shipped to Reseller during
the [***] period beginning on the Agreement date, and for each subsequent [***]
period during the Term of the Agreement.

              (a)    [***] discount will be applied for the [***] PO regarding
the TDS (Test and Demo System)

              (b)    [***] discount will be applied for the [***] PO

              (c)    Zaffire and UTStarcom will review the prices & discount
regularly to meet the market and competition requirement

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                             ZAFFIRE INTERNATIONAL PRICE LIST
---------------------------------------------------------------------------------------------------------------------------
   PART NUMBER                                     PART DESCRIPTION                                       LIST VALUE
------------------ --------------------------------------------------------------------------------- ----------------------
<S>                <C>                                                                              <C>
[***]
</TABLE>

<PAGE>


                                    EXHIBIT 3

                           INITIAL FORECASTED VOLUMES

         Forecasts within [***]:

         [***]



<PAGE>


                                    EXHIBIT 4

                                  TIME SCHEDULE

         1.       Submit Purchase Orders for TDS and Support System        [***]

         [***]

         2.       Shipment of the TDS and Support System                   [***]

         3.       Training for UTStarcom, Inc. Sales/Support                tbd

         4.       Install TDS                                               tbd


<PAGE>



                                    EXHIBIT 5

                              ZAFFIRE SERVICE GUIDE

Introduction

         This Exhibit outlines the service and support requirements for the
Zaffire International Service and Support Program. Specifically, this document
outlines Partner requirements with respect to providing maintenance and support
services including technical support, hardware replacement and software upgrades
to its End-Users. For purposes of this document, defined terms are set forth
below.

Definitions

         "Partner" - shall mean any party who purchases Zaffire products for
resale or sublicense to End-Users. Partners to include but not be limited to:
Systems Integrators, VARs, OEM's and Distributors.

         "End-User" - shall mean any party who purchases Zaffire products from
Partner for their own internal use and not for redistribution.

         "TAC" - shall mean each party's telephone technical support center that
provides support in the configuration, operation and diagnosis of Zaffire
Products.

         "1st - Level Support" - shall mean Partner's 24x7 telephone technical
support to directly assist End-Users in the configuration, operation and
diagnosis of Zaffire products.

         "2nd - Level Support" - shall mean the Partner's second level of
support including the engineers in the Partners support organization
certified on Zaffire products. These individuals will perform advanced
troubleshooting and diagnosis of the End-User's issues as well as on-site
visits when necessary.

         "3rd - Level Support" - shall mean Zaffire TAC Level 3 Engineering
department which is staffed with individuals with many years of industry
experience. These engineers are capable of the highest level of support. This
department has direct access to Zaffire Development Engineering and can solve
extremely difficult or unusual problems.

<PAGE>


Commitments and Deliverables

         The following table sets the agreed upon Zaffire and Partner
commitments for the Partners Service and Support Program.

<TABLE>
<CAPTION>
------------------------------------------ --------------------------------------- ----------------------------------------
Support Service                            Zaffire Commitments                     Partner Commitments
------------------------------------------ --------------------------------------- ----------------------------------------
<S>                                        <C>                                     <C>
[***]
</TABLE>



<PAGE>

Zaffire Technical Assistance Center (TAC)

         The Zaffire TAC is the focal point of Zaffire support services. Network
Support Engineers (NSEs), who possess detailed knowledge of the complete product
family and all aspects of [***] staff our global TAC located in San Jose,
California. In addition to the TAC personnel, Zaffire also has field-based
Network Support Engineers and Systems Engineers available to assist with pre-and
post-sales issues.

The TAC consists of three groups:

TIER ONE SUPPORT GROUP

         The Tier One Support Group is the first point of contact into Zaffire's
TAC. These individuals take the first call, and ensure that the proper
information is entered into the Call Tracking System (CTS"). In addition, the
FLS staff assists the Partner with simple configuration and problem resolution.

TIER TWO SUPPORT GROUP

         Once a case has been entered into the CTS, a Zaffire NSE handles the
case. The NSEs are grouped according to product type and it is their job to work
a case to closure or escalate to the Tier Three Support Group. This strong
teaming aspect within the TAC, and within the product groups, develops
additional experience and leadership.

         The NSEs have access to labs with Zaffire equipment, as well as
equipment from other vendors, to assist in recreating whatever problem the
Partner may be experiencing. In addition to the equipment in the labs, the
engineers have access to the most modern analysis tools.

TIER THREE SUPPORT GROUP

         This team is the escalation point from the Tier Two Support Group to
ensure that problems are solved in an expeditious time frame and Partner
satisfaction is maintained.

         This is a group of senior Network Analysts, Program Managers and
Development Engineers dedicated to working on the critical network problems.
This organization is responsible for ensuring all available resources are
applied to the problem so that a resolution can be reached as quickly as
possible for all escalated cases.

FIELD NETWORK SUPPORT ENGINEERING

         In the event that on-site support is required, Zaffire has post-sales
field resources available to assist Partnersfield resources in restoring an
End-User's network to an operational state. These network engineering resources
are deployed by Zaffire's support management.

         4.1      TAC Process


                                       -2-
<PAGE>

                  Partner and End-User work on case.
                  Case resolution requires participation by Zaffire's TAC.
                  Partner accesses the TAC via methods listed above. A case is
                  opened in Zaffire's Call Tracking System (CTS). The call is
                  assigned a customer case tracking number The Partner is
                  advised of the case tracking number for their query. A NSE is
                  assigned to the case and the priority set.
                  The NSE, working with the Partner, is responsible for the case
                  until it is closed.

         4.2      Accessing the TAC

         Zaffire offers multiple access methods to reach the 24x7 TAC:

                  7x24x365 telephone at +1 408 894-7580
                  Email to SUPPORT@ZAFFIRE.COM
                  Fax to +1 408 894-7200

         4.3      Site ID

         The site ID is a very important piece of the support model. All
Partners under a support services plan will have a site ID that must be used
when calling the TAC. This will ensure the following occurs:

         All information for a particular Partner is consistent in Zaffire
         database. Partner will see cases that are opened to Partners site ID on
         the TACtics Online system. Proper escalation and notification of
         problems can occur to proper account management. Any network drawings
         or site specific information are linked and available at time of call.
         Partner receives the proper level of service.

         If the site ID is unknown, an email should be sent to
support@zaffire.com that provides detailed company information and the Zaffire
Service group will provide the correct site ID.

         4.4      Case Priority Matrix

         Cases opened in the TAC are given a severity level agreed upon between
the NSE and the Partner as follows:

<TABLE>
<CAPTION>
------------------- --------------------------------------------------- ---------------------------------------------------
SEVERITY LEVEL      PRODUCTION NETWORK                                  COMMITMENT
------------------- --------------------------------------------------- ---------------------------------------------------
<S>                <C>                                                 <C>
Critical                     [***]                                               [***]
------------------- --------------------------------------------------- ---------------------------------------------------
High                         [***]                                               [***]
------------------- --------------------------------------------------- ---------------------------------------------------
Medium                       [***]                                               [***]
------------------- --------------------------------------------------- ---------------------------------------------------
Low                          [***]                                               [***]
------------------- --------------------------------------------------- ---------------------------------------------------
</TABLE>


                                      -3-

<PAGE>

         Based on the level of severity of the case (i.e., critical, high,
medium, low), the appropriate NSE is assigned to the case.

         For problems of a critical and/or high nature, automatic notifications
are sent out to notify appropriate Zaffire management (both field and internal)
of problem severity and status.

HARDWARE SUPPORT

         The following describes hardware replacement via a Return Material
Authorization (RMA). The process for submitting an RMA is described in Section
9.

         5.1      Advance Replacement

         Parts (serial number based) covered under this option will be shipped
out for advance replacement once the RMA is received and issued by the RMA
department, Monday through Friday. The part can be shipped to either the Partner
or the End-User and this be will determined at time of the RMA. Zaffire may, at
[***] option, issue a new or reconditioned, good-as-new part.

         It is the responsibility of the Partner to retrieve the defective part
and return the same to Zaffire within [***] of the receipt of the replacement
part. Equipment not received by Zaffire within [***] will be invoiced to the
Partner at [***].

         5.2      Return Material Authorization (RMA) Process

                  1. Partner calls TAC and establishes a Customer Case number.
                  2. TAC will assist where necessary in initial fault
                     information.
                  3. TAC/Partner will determine what part needs to be replaced
                     and obtain serial number.
                  4. Case is transferred to the RMA department.
                  5. RMA department will check for hardware support option and
                     issue Partner an RMA number.

         Equipment returned without a valid RMA number will be rejected by
Zaffire's receiving department.

         5.3      Return of Defective Product

         Defective product must be returned to Zaffire within [***] of receipt
of the advance replacement. Partner will be billed the full value of the product
if not returned within [***].

         The product must be properly packaged, with the RMA number clearly
marked on the outside of the box, and shipped prepaid to the following address:


                                      -4-
<PAGE>

         Zaffire, Inc.
         2630 Orchard Parkway
         San Jose, CA 95134
         United States of America

         Equipment returned without a valid RMA number will be rejected by
Zaffire's receiving department.

         Telephone: +1 408 894-7580

         Facsimile: +1 408 894-7200

         Only the affected part needs to be returned.

         Zaffire product repairs in process or en route prior to the inception
of this support plan shall be repaired according to the terms and conditions in
place at the time the Zaffire product was submitted for repair.

         Per customs regulations, Zaffire is required to list fair market value
(i.e. what Partner originally paid for the product) on the commercial invoice
for customs purposes only. Zaffire cannot alter these prices. All duties and
taxes are the sole responsibility of [***]. [***]is responsible for registering
the defective product with their country prior to exporting in order to apply
for duty drawback after the product is re-imported. If special verbiage or
documentation is required to facilitate entry of a Zaffire product into a
particular country, it is [***] responsibility to provide such verbiage or
documentation prior to the shipment of a Zaffire product. Zaffire reserves the
right to refuse special requests if it is felt to be in violation of standard
customs regulations. Pricing

         Zaffire will provide support services [***] for the [***] period of
this agreement. At the end of this [***] period, support services pricing will
be jointly re-evaluated between UTStarcom and Zaffire.

         The support services fee must be included as a separate item on all
Partner purchase orders. Orders that do not include support services fees will
be rejected.

         Additional Pricing for Support Services Rendered to Partner by Zaffire
<TABLE>
<CAPTION>
-------------------------------------------------------------- ------------------------------------------------------------
ADDITIONAL ZAFFIRE SERVICE                                     PRICE AS SPECIFIED
-------------------------------------------------------------- ------------------------------------------------------------
<S>                                                            <C>
On-site assistance for non-Zaffire problem:                    [***]
-------------------------------------------------------------- ------------------------------------------------------------
Assistance with modem configuration or delay caused by         [***]
improper modem configuration [***] delay maximum before
charge is applied:
-------------------------------------------------------------- ------------------------------------------------------------
</TABLE>

End-of-life Support

                                      -5-
<PAGE>

         Partner will be notified when Zaffire announces end-of-life on a
product. At that time, Partner will be authorized to procure Zaffire product for
a last-buy to satisfy the requirements of their End-Users.

         Zaffire will support a particular product for a period of [***] after
announced end-of-life. The support will only include critical bug fixes as well
as hardware (or functionally equivalent hardware) RMA support during this time
period.


                                      -6-
<PAGE>

                                    EXHIBIT 6

                                  CUSTOMIZATION

       Both parties should make sure that the product delivered with all
modification is done no later than [***] after the signature date of this
agreement.

       The Zaffire system will be modified to reflect UTStarcom, Inc.
requirements as listed below.

CUSTOMIZED HARDWARE DELIVERABLES:

       The following is an overview of the customization requirement to be done
by Zaffire on every product and shipped to UTStarcom, Inc.:

       [***]

CUSTOMIZED SOFTWARE DELIVERABLES:

       The following is an overview of the customization requirement to be done
by Zaffire on every software or management product and shipped to UTStarcom,
Inc.:

       [***]

CUSTOMIZATION SCHEDULE:

         "[***] Drawings (including Modules)
         Date:    TBD Send Zaffire Mechanical and label drawings to UTStarcom,
                  Inc.
         Date:    TBD UTStarcom, Inc. returns drawings to Zaffire with [***]
                  specification.

         "[***] User Manual
         Date:    TBD Send Zaffire User Manual in Word/ASCII format to
                  UTStarcom, Inc.
         Date:    TBD UTStarcom, Inc. returns finished UTStarcom, Inc. User
                  Manual with production specifications.


<PAGE>



                                    EXHIBIT 7

                 RETURN MATERIAL AUTHORIZATION (RMA) PROCEDURES

       1.     The Purchaser fills in a RMA problem form (see attachment below)
              which describes the particular problem and the serial number of
              the Product. The form is faxed or e-mailed to the contact person
              (for RMA) at the Supplier.

       2.     The Supplier responds to the RMA request providing an RMA number
              (based on need).

       3.     The Product is shipped to the Suppliers facility (San Jose,
              California) with the RMA problem form so that the Supplier can
              quickly trace out the related problem for each Product and
              test/verify the problem.

       4.     The Supplier uses an RMA form (see attachment below) as a travel
              form, which travels with the Product through the various entities
              in the production/RMA/QA loop for processing. Each party fills in
              additional details until the form is cleared (all details are
              complete) and signed.

       5.     The Product is fixed during its travel and is then shipped with
              the RMA form back to the Purchaser.


<PAGE>

                  PROBLEM REPORT FORM / UTSTARCOM, INC.-REPORT

1.  Problem Number:__________________   2.  Status:   OPEN    CLOSED

3.  RMA Requested:    YES      NO

4.       Serial#:____________________   5.  Date Sent:__________________________

6.       Sent By:____________________   7.  Received Date:______________________

Short Summary:__________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


Test Details
Configuration:__________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


Zaffire Contact Person:____________________
RMA No:_________________ (Only if RMA)         Date Promised:___________________
Responsible Person__________________________   Phone#:__________________________
Results:________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________


<PAGE>

                                     ZAFFIRE

                        RMA REPORT FORM - UTSTARCOM, INC.

RMA#:_________________________            SERIAL#:______________________________

Reason specified by
Customer:_______________________________________________________________________

Received Date:_____________________       Due Date:________________

VERIFICATION DETAILS: Verified on: ________________        By: _________________

Result:    NPF      VERIFIED    OTHER    Type: PRODUCTION    COMPONENT DESIGN

Verification Method:____________________________________________________________

CAUSE IDENTIFICATION: Problem Identified on: ________________________ By: ______

Cause:__________________________________________________________________________

________________________________________________________________________________

RESOLUTION DETAILS: Resolution Provided on:_________________      By:___________

Method:_________________________________________________________________________

________________________________________________________________________________

Final Test: PASS FAIL (Perform Validation Test + Standard Test) Date: __________

PREVENTION PROCEDURE: Advised on: ____________________    By: __________________

Method:_________________________________________________________________________

________________________________________________________________________________

LABELING INFORMATION: Signed on: ______________________ By: ____________________

Main Board Ser#: _________Ver: ____ Management Assembly Ser#: ________ Ver: ____

Return Date: ____________________ By: _________________________

________________________________________________________________________________
VP OPERATIONS                       RM PROGRAM MANAGER