Amendment#1 To Revenue Sharing Purchase Agreement

EXHIBIT 10.96


[* * *]. Certain information in this exhibit has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


AMENDMENT #1 TO REVENUE SHARING PURCHASE AGREEMENT (AGREEMENT #001)


This Amendment No. 1 to Revenue Sharing Purchase Agreement (the " Amendment" ) is entered into effective as of December 17, 2003 by and between UTStarcom, Inc., a Delaware corporation (" UTStarcom" ), and MultiData, a Honduras Republic corporation (" Purchaser" ).


WHEREAS, UTStarcom and Purchaser entered into a Revenue Sharing Purchase Agreement dated as of October 21, 2003 (the " Agreement" or from now on also named " Agreement #001" ); and


WHEREAS, the parties wish to amend Agreement #001, as set forth herein;


NOW THEREFORE, in consideration of the foregoing and upon the mutual agreement of the parties, Agreement #001 is hereby amended as follows:


1. In Exhibit A, page 5 of Agreement #001, Paragraph (c) of Section 12.3 shall be revised to read as follows:


(c) Purchaser assigns in any manner (by operation of law or otherwise) its rights and res ...