EXHIBIT 10.4

UTSTARCOM, INC.

1997 STOCK PLAN  (AS AMENDED ON DECEMBER 8, 1999)

1.     PURPOSES
OF THE PLAN.    The purposes of this Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to
provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company's business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory
Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan.

2.     DEFINITIONS.    As
used herein, the following definitions shall apply:



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3.     STOCK
SUBJECT TO THE PLAN.    Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares which may be subject to option
and sold under the Plan is 5,262,287 Shares, plus an annual increase to be added on the first day of the Company's fiscal year beginning in 2001 equal to 4% of the outstanding Shares on such date,
3,000,000 shares or a lesser amount determined by the Board. The Shares may be authorized but unissued, or reacquired Common Stock.

If
an Option or Stock Purchase Right expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased
Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). However, Shares that have actually been issued under the Plan, upon
exercise of either an Option or Stock Purchase Right, shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if Shares of Restricted Stock
are repurchased by the Company at their original purchase price, such Shares shall become available for future grant under the Plan.

4.     ADMINISTRATION
OF THE PLAN.



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5.     ELIGIBILITY.



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6.     TERM
OF PLAN.    The Plan shall become effective upon its adoption by the Board. It shall continue in effect for a term of ten (10) years unless sooner
terminated under Section 14 of the Plan.

7.     TERM
OF OPTION.    The term of each Option shall be stated in the Option Agreement; provided, however, that the term of an Incentive Stock Option shall be no
more than ten (10) years from the date of grant thereof; provided, further, that in the case of an Incentive Stock Option granted to an Optionee who, at the time the Option is granted, owns
stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Option shall be five (5) years from the
date of grant or such shorter term as may be provided in the Option Agreement.

8.     OPTION
EXERCISE PRICE AND CONSIDERATION.



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9.     EXERCISE
OF OPTION.



An
Option shall be deemed exercised when the Company receives:    (i) written or electronic notice of exercise (in accordance with the Option Agreement) from the person
entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment
authorized by the Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested by the
Optionee, in the name of the Optionee and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of
the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares, notwithstanding the exercise of the Option. The Company shall issue (or
cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued,
except as provided in Section 12 of the Plan.

Exercise
of an Option in any manner shall result in a decrease in the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of
Shares as to which the Option is exercised.



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10.   NON-TRANSFERABILITY
OF OPTIONS AND STOCK PURCHASE RIGHTS.    Unless otherwise determined by the Administrator, Options and Stock Purchase Rights
may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of
the Optionee, only by the Optionee.

11.   STOCK
PURCHASE RIGHTS.



12.   ADJUSTMENTS
UPON CHANGES IN CAPITALIZATION, MERGER OR ASSET SALE.



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13.   TIME
OF GRANTING OPTIONS AND STOCK PURCHASE RIGHTS.    The date of grant of an Option or Stock Purchase Right shall, for all purposes, be the date on which the
Administrator makes the determination granting such Option or Stock Purchase Right, or such other date as is determined by the Administrator. Notice of the determination shall be given to each
Employee or Consultant to whom an Option or Stock Purchase Right is so granted within a reasonable time after the date of such grant.

14.   AMENDMENT
AND TERMINATION OF THE PLAN.



15.   CONDITIONS
UPON ISSUANCE OF SHARES.



16.   INABILITY
TO OBTAIN AUTHORITY.    The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by
the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to
which such requisite authority shall not have been obtained.

17.   RESERVATION
OF SHARES.    The Company, during the term of this Plan, shall at all times reserve and keep available such number of Shares as shall be sufficient
to satisfy the requirements of the Plan.

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UTSTARCOM, INC.  STOCK OPTION AGREEMENT

1.     Grant
of Option.    The Plan Administrator of UTStarcom, Inc., a Delaware corporation (the "Company"), hereby grants to the
Optionee named in the Certificate of Stock Option Grant (the "Optionee"), an option (the "Option") to purchase a total number of shares of Common Stock (the "Shares") as set forth in the Certificate
of Stock Option Grant, at the exercise price per share set forth in the Certificate of Stock Option Grant (the "Exercise Price") subject to the terms, definitions and provisions of the
UTStarcom, Inc. 1997 Stock Plan (the "Plan") adopted by Company, which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same
defined meanings in this Option.

If
designated in the Certificate of Stock Option Grant as an Incentive Stock Option ("ISO"), this Option is intended to qualify as an Incentive Stock Option as defined in
Section 422A of the Internal Revenue Code (the "Code"). Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), this Option shall be treated as a
Nonstatutory Stock Option ("NSO").

2.     Exercise
of Option.



No
Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the requirements of any stock
exchange upon which the Shares may be listed. Assuming such compliance, for income tax purposes, the Shares shall be
considered transferred to Optionee on the date on which the Option is exercised with respect to such Shares.

3.     Optionee's
Representations.    In the event the Shares have not been registered under the Securities Act of 1933, as amended, at
the time this Option is exercised, Optionee shall, if required by Company, concurrently with the exercise of all or portions of the Option, deliver to Company his or her Investment Representations
Statement in the form attached hereto as Exhibit B and shall read the applicable rules of the Commissioner of Corporations attached to such Investment Representations Statement.

4.     Lock-Up
Period.    Optionee hereby agrees that, if so requested by Company or any representative of the Underwriters
(the "Managing Underwriter") in connection with any registration of the offering of any securities of Company under the Securities Act, Optionee shall not sell or otherwise transfer any Shares or
other securities of Company during the 180-day period (or such other period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Company) (the "Market
Standoff Period") following the effective date of a registration statement of Company field under the Securities Act. Such restriction shall apply only to the first registration statement of the
Company to become effective under the Securities Act that includes securities to be sold on behalf of Company to the public in an underwritten public offering under the Securities Act. Company may
impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period.

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5.     Method
of Payment.    Payment of the Exercise Price shall be by any of the following, or a combination thereof, at the election of
the Optionee:



6.     Restrictions
on Exercise.    This Option may not be exercised until such time as the Plan has been approved by the shareholders of
Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any applicable federal or state securities or
other law or regulation.

7.     Non-Transferability
of Option.    This Option may not be transferred or assigned in any manner otherwise than by will
or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of Optionee.

8.     Term
of Option.    This Option may be exercised only within the terms set out in the Certificate of Stock Option Grant and may be
exercised during such term only in accordance with the Plan and the terms of this Option.

9.     Disability
of Optionee.    Notwithstanding the provisions of Section 7 above, in the event Optionee's Continuous Status as
an Employee or Consultant terminates as a result of total and permanent disability (as defined in Section 22(e)(3) of the Code), Optionee may, but only within twelve (12) months from the
date of termination of employment or consultancy (but in no event later than the date of expiration of the term of this Option as set forth in Section 11 below), exercise the Option to the
extent otherwise so entitled at the date of such termination. To the extent that Optionee was not entitled to exercise the Option at the date of termination, or if Optionee does not exercise such
Option (to the extent otherwise so entitled) within the time specified within, the Option shall terminate.

10.   Death
of Optionee.    The Option may be exercised at any time within twelve (12) months after Optionee's death (but in no
event later than the date of expiration of the term of this Option), by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent
Optionee could exercise the Option at the date of death.

11.   Tax
Consequences.    Set forth below is a brief summary as of the date of this Option of some of the federal tax consequences of
exercise of this Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISOR BEFORE
EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.



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12.   Entire
Agreement; Governing Law.    The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute
the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of Company and Optionee with respect to the subject
matter hereof and may not be modified adversely to Optionee's interest except by means of a writing signed by Company and Optionee. This agreement is governed by the internal substantive laws but not
the choice of law rules of California.

OPTIONEE
ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF COMPANY (NOT THROUGH
THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING
SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN
ANY WAY WITH OPTIONEE'S RIGHT OR COMPANY'S RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

Optionee
acknowledges receipt of a copy of the Plan and represents that Optionee is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all the
terms and provision thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to

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obtain
the advice of counsel prior to executing this Option and fully understands all provisions of this Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify Company upon any change in the residence address indicated below.

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