EXHIBIT 1.01(a)

                  FORM OF TRADEMARKS AND DOMAIN NAME ASSIGNMENT

     This TRADEMARK ASSIGNMENT (this "Assignment") is made and entered into this
___ day of  _______,  2004  by and  between  AUDIOVOX  COMMUNICATIONS  CORP.,  a
Delaware  corporation  ("ACC"),  QUINTEX MOBILE  COMMUNICATIONS  CORPORATION,  a
Delaware  corporation  and  AUDIOVOX  COMMUNICATIONS  CANADA  CO., a Nova Scotia
company  ("ACCC";  and,  together  with  ACC  and  Quintex,   collectively,  the
"Assignor"),  to  UTSTARCOM,  INC.,  a  Delaware  corporation  having a place of
business at 1275 Harbor Way Parkway,  Suite 100, Alameda, CA 94502 ("UTStarcom")
and UTSTARCOM CANADA COMPANY, a Nova Scotia company  ("UTStarcom  Canada";  and,
together with UTStarcom, the "Assignee") (each a "Party," and collectively,  the
"Parties").

     WHEREAS,  the  Assignors  are the owners of the domain  names,  trademarks,
trademark  registrations  and  trademark  applications  set forth on  Schedule A
hereto (the "Trademarks");

     WHEREAS, the Assignors,  the Assignee and Audiovox Corporation,  a Delaware
corporation  have entered an Asset Purchase  Agreement  dated June __, 2004 (the
"Asset  Purchase  Agreement")  (capitalized  terms used herein but not otherwise
defined  herein  shall  have  the  meanings  set  forth  in the  Asset  Purchase
Agreement);

     WHEREAS,  pursuant  to the Asset  Purchase  Agreement,  Assignee  agreed to
purchase the Purchased Assets from Assignors, including all of Assignors' right,
title and  interest  in and to the  Trademarks  and any and all  goodwill of the
business symbolized by the Trademarks;

     WHEREAS,  ACCC and UTStarcom  Canada are parties to this Assignment  solely
for purposes of the transfer of any Canadian assets of the Business; and

     WHEREAS,  the execution  and delivery of this  Assignment is a condition to
Closing.

     NOW THEREFORE,  for the consideration set forth in the Purchase  Agreement,
the receipt and sufficiency of which are hereby acknowledged,  the Parties agree
as follows:

     1. Assignment.  Effective upon the Closing, each Assignor hereby assigns to
Assignee  [note:  the entities  constituting  the Assignee shall determine which
Trademarks are assigned to each of them] all of such Assignor's right, title and
interest in and to the  Trademarks,  and any and all  goodwill  of the  business
symbolized  by the  Trademarks,  and all rights to sue and  recover  damages for
past, present and future infringement,  dilution,  misappropriation,  violation,
unlawful imitation or breach thereof.

     2. No  Warranties.  Except as  expressly  provided  in the  Asset  Purchase
Agreement, no Assignor makes any warranties, express or implied, with respect to
the Trademarks.


                                 Exhibi 99.3





     3. Further  Assurances.  Each  Assignor  shall,  at the cost and expense of
Assignee and without incurring any legal liability not contemplated by the Asset
Purchase  Agreement,  take all actions and execute all  documents  necessary  or
desirable  to  record  and  perfect  the  interest  of  Assignee  in  and to the
Trademarks,  and  shall not  enter  into any  agreement  in  conflict  with this
Assignment.







     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed as
of the date first written above by its duly authorized officer.



                                    AUDIOVOX COMMUNICATIONS CORP.


                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                    QUINTEX MOBILE COMMUNICATIONS CORPORATION


                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                    AUDIOVOX COMMUNICATIONS CANADA CO.


                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                    UTSTARCOM, INC.


                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                    UTSTARCOM CANADA COMPANY


                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:







                                   SCHEDULE A

                                 U.S. Trademarks


                                                                    
Mark           Registration No.        Application No.        Filing Date       Registration Date
- ----           ----------------        ---------------        -----------       -----------------












                               Foreign Trademarks

  Jurisdiction      Mark       Serial No.     Filing Date     Registration Date
  ------------      ----       ----------     -----------     -----------------













                                  Domain Names