Exhibit 10.17

CONTINUING GUARANTY

This CONTINUING GUARANTY, dated as of November 28, 2001, is made by3COM CORPORATION, a Delaware
corporation ("Guarantor"), in favor of the Lenders (as defined below) andBANK OF AMERICA, N.A.,as
agent for the Lenders (in such capacity as agent, together with its successors and assigns, the "Agent"), in light of the following:

R E C I T A L S

WHEREAS, 3Com Technologies, an exempted limited liability company incorporated in the Cayman Islands ("3Com
Technologies") and 3Com Europe Limited, a company incorporated in England and Wales with registered number 2600346 ("3Com UK"
and, collectively with 3Com Technologies, the "Borrowers") are currently entering into that certain Credit Agreement, of even date herewith (as amended,
supplemented, or otherwise modified from time to time, the "International Credit Agreement") with various financial institutions (together with their
successors and assigns, the "Lenders"), Bank of America, N.A., as "Bank" and
"Issuing Bank" thereunder and as security trustee ("Trustee") and Agent (collectively, the Lenders,
Bank, Issuing Bank, Trustee, and Agent are referred to herein as the "Credit Parties");

WHEREAS,
3Com Technologies is an indirect wholly-owned subsidiary of Guarantor, and 3Com UK is an indirect wholly-owned subsidiary of 3Com Technologies;

WHEREAS,
Guarantor will derive substantial, direct and indirect benefit from the transactions contemplated by the International Credit Agreement; and

WHEREAS,
as a condition to the Credit Parties extending certain financial accommodations to Borrowers pursuant to the International Credit Agreement, the Credit Parties have required
that Guarantor guarantee the Guaranteed Obligations (as defined below).

FOR
GOOD AND VALUABLE CONSIDERATION, Guarantor irrevocably and unconditionally undertakes and agrees for the benefit of the Credit Parties as follows:

A G R E E M E N T

1.DEFINITIONS AND CONSTRUCTION.



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1.2Construction.Unless the context of this Guaranty
clearly requires otherwise: (a) references to the plural include the singular and references to the singular include the plural; (b) references to any gender include the other gender;
(c) the terms "include" and "including" are not limiting; and (d) the term "or" has the inclusive meaning represented by the phrase "and/or." The terms "hereof," "herein," "hereby," and
"hereunder," and other similar terms in this Guaranty, refer to this Guaranty as a whole and not to any particular provision of this Guaranty. References in this Guaranty to any "determination," or
any matter being "determined," by the Credit Parties include good faith estimates
(in the case of quantitative determinations), and good faith beliefs (in the case of qualitative determinations) by the Credit Parties and mean that any such determination so made shall be conclusive
absent manifest error. Unless otherwise specified, section and subsection references are to this Guaranty. Any reference to any statute, law, or regulation shall include all amendments thereto and
revisions thereof. Any reference herein to any of the Loan Documents includes any and all alterations, amendments, extensions, modifications, renewals, or supplements thereto or thereof, as
applicable. If there exists any inconsistency between the terms of the US Credit Agreement and this Agreement or if the terms, conditions, or obligations under this Agreement are any more restrictive
on Guarantor than those provided with respect to Guarantor under the US Credit Agreement, then the terms of the US Credit Agreement shall prevail, so that nothing herein contained shall impose any
greater or more onerous liability or restriction on Guarantor than is imposed under the US Credit Agreement. To the extent any provision of the US Credit Agreement addresses the same subject matter
covered by a provision hereunder, actions or omissions which are expressly permitted or not prohibited

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by the terms of the US Credit Agreement shall not constitute a breach of the express or implied terms of this Agreement.

2.GUARANTY BY GUARANTOR.



3.PAYMENTS.



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4.REPRESENTATIONS AND WARRANTIES OF GUARANTOR.

Guarantor
represents and warrants as follows (which representations and warranties shall be true, correct, and complete in all respects at all times):



5.COVENANTS OF GUARANTOR.



6.ACKNOWLEDGMENTS AND AGREEMENTS OF GUARANTOR.



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7.CERTAIN WAIVERS BY GUARANTOR.

GUARANTOR
MAKES THE FOLLOWING WAIVERS WITH FULL KNOWLEDGE AND UNDERSTANDING THAT WERE SUCH WAIVERS NOT MADE, GUARANTOR MIGHT BE ABLE TO AVOID OR LIMIT GUARANTOR'S LIABILITY HEREUNDER
EITHER IN WHOLE OR IN PART.



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8.GENERAL PROVISIONS.



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| |  | If to the Credit Parties: |  | Bank of America, N.A.
55 South Lake Avenue, Suite 900
Pasadena, California 91101
Attention: Stephen King
Facsimile: (626) 578-6143                       
| |  | ------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | With copies to:           |  | Buchalter, Nemer, Fields & Younger
601 South Figueroa, Suite 2400
Los Angeles, California 90017-5704
Attention: Robert Davidson
Facsimile: (213) 896-0400

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| |  | If to Guarantor: |  | 3Com Corporation
5400 Bayfront Plaza
Santa Clara, California 95052
Attention: Chief Financial Officer
Facsimile: (408) 326-6857        
| |  | ---------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------
| |  |                  |  | with a copy to the attention of the
General Counsel
Facsimile: (408) 326-6434                                                          
| |  | With copies to:  |  | Gray Cary Ware & Freidenrich LLP
400 Hamilton Avenue
Palo Alto, California 94301
Attention: Craig Tighe, Esq.
Facsimile: (650) 833-2001



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IN
WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed by Guarantor's duly authorized officers as of the date first written above.

|GUARANTOR: |  | 3COM CORPORATION,
a Delaware corporation
|---------- |  | ----------------------------------------
|           |  | By                                      
|           |  | Title:                                  

NOTICE: THIS GUARANTY CONTAINS WAIVERS OF VARIOUS RIGHTS, BENEFITS, AND DEFENSES WHICH THE PARTY EXECUTING THIS GUARANTY POSSESSES. THESE RIGHTS, BENEFITS, AND DEFENSES, IF NOT
SO WAIVED, MIGHT OTHERWISE ALLOW THE PARTY EXECUTING THIS GUARANTY TO AVOID OR LIMIT SUCH PARTY'S LIABILITY UNDER THIS GUARANTY EITHER IN WHOLE OR IN PART. THIS GUARANTY ALSO CONTAINS A WAIVER BY THE
PARTY EXECUTING THIS GUARANTY OF SUCH PARTY'S RIGHT TO TRIAL BY JURY.

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