<PAGE>

                                  3COM CORPORATION
                               1994 STOCK OPTION PLAN


     1.   PURPOSE.  The 3Com Corporation 1994 Stock Option Plan (the "Plan") is
          established to create additional incentive for eligible employees of
          3Com Corporation and any successor corporation thereto (collectively
          referred to as the "Company"), and any present or future parent and/or
          subsidiary corporations of such corporation (all of whom along with
          the Company being individually referred to as a "Participating
          Company" and collectively referred to as the "Participating Company
          Group"), to promote the financial success and progress of the
          Participating Company Group.  For purposes of the Plan, a parent
          corporation and a subsidiary corporation shall be as defined in
          sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as
          amended (the "Code").

     2.   ADMINISTRATION.

          (a)  GENERAL.  The Plan shall be administered by the Board of
               Directors of the Company (the "Board") and/or by a duly appointed
               committee of the Board having such powers as shall be specified
               by the Board.  Any subsequent references herein to the Board
               shall also mean the committee if such committee has been
               appointed and, unless the powers of the committee have been
               specifically limited, the committee shall have all of the powers
               of the Board granted herein, including, without limitation, the
               power to terminate or amend the Plan at any time, subject to the
               terms of the Plan and any applicable limitations imposed by law.
               All questions of interpretation of the Plan or of any options
               granted under the Plan (an "Option") shall be determined by the
               Board, and such determinations shall be final and binding upon
               all persons having an interest in the Plan and/or any Option.

          (b)  OPTIONS AUTHORIZED.  Options may be only nonqualified stock
               options, that is, options which are not incentive stock options
               as defined in section 422 of the Code.

          (c)  AUTHORITY OF OFFICERS.  Any officer of a Participating Company
               shall have the authority to act on behalf of the Company with
               respect to any matter, right, obligation, or election which is
               the responsibility of or which is allocated to the Company
               herein, provided the officer has apparent authority with respect
               to such matter, right, obligation, or election.

     3.   ELIGIBILITY.  The Options may be granted only to employees of the
          Participating Company Group; provided, however, that no Option may be
          granted to (i) a person who, at the time of such grant, is an officer
          or director of the Company or a beneficial owner of more than ten
          percent (10%) of any class of equity securities of the Company
          registered pursuant to section 12 of the Securities Exchange Act of
          1934, as amended, or (ii) any person whose eligibility to participate
          in the Plan would require the Company to obtain shareholder approval
          of the Plan pursuant to the Bylaws of the National Association of
          Securities Dealers (and any schedules thereto) or the

<PAGE>

          provisions contained in the New York Stock Exchange Listed Company
          Manual.  For purposes of the foregoing sentence, "employees" shall
          include (i) prospective employees to whom Options are granted in
          connection with written offers of employment with the Participating
          Company Group and (ii) individuals to whom substituted options are
          granted under this Plan in connection with a "corporate
          reorganization" (within the meaning of Section 424(a) of the Code).
          The Board shall, in the Board's sole discretion, determine which
          eligible persons shall be granted Options (an "Optionee").  An
          Optionee may, if otherwise eligible, be granted additional Options.

     4.   SHARES SUBJECT TO OPTION.  Options shall be options for the purchase
          of the authorized but unissued common stock of the Company (the
          "Stock"), subject to adjustment as provided in paragraph 9 below.  The
          maximum number of shares of Stock which may be issued under the Plan
          shall be Twenty-Nine Million Seven Hundred Seventy Thousand
          (29,770,000) shares.  In the event that any outstanding Option for any
          reason expires or is terminated or canceled and/or shares of Stock
          subject to repurchase are repurchased by the Company, the shares
          allocable to the unexercised portion of such Option, or such
          repurchased shares, may again be subjected to an Option.

     5.   TIME FOR GRANTING OPTIONS.  The Plan shall continue until terminated
          by the Board or until all of the shares of Stock reserved for issuance
          under the Plan have been issued, whichever shall first occur.

     6.   TERMS, CONDITIONS AND FORM OF OPTIONS.  Subject to the provisions of
          the Plan, the Board shall determine for each Option (which need not be
          identical) the number of shares of Stock for which the Option shall be
          granted, the exercise price of the Option, the exercisability of the
          Option, and all other terms and conditions of the Option not
          inconsistent with the Plan.  Options granted pursuant to the Plan
          shall be evidenced by written agreements specifying the number of
          shares of Stock covered thereby, in such form as the Board shall from
          time to time establish, and shall comply with and be subject to the
          following terms and conditions:

          (a)  EXERCISE PRICE.  The exercise price for each Option shall be
               established in the sole discretion of the Board; provided,
               however, that the exercise price per share shall not be less than
               the fair market value, as determined by the Board, of a share of
               Stock on the date of the granting of the Option.  Notwithstanding
               the foregoing, an Option may be granted with an exercise price
               lower than the minimum exercise price set forth above if such
               Option is granted pursuant to an assumption or substitution for
               another option in a manner qualifying with the provisions of
               section 424(a) of the Code.

          (b)  EXERCISE PERIOD OF OPTIONS.  The Board shall have the power to
               set the time or times within which each Option shall be
               exercisable or the event or events upon the occurrence of which
               all or a portion of each Option shall be exercisable and the term
               of each Option; provided, however, that no Option shall be
               exercisable after the expiration of ten (10) years after the date
               such Option is granted.

<PAGE>

          (c)  PAYMENT OF EXERCISE PRICE.  Payment of the exercise price for the
               number of shares of Stock being purchased pursuant to any Option
               shall be made (i) in cash, by check, or cash equivalent, (ii) by
               tender to the Company of shares of the Company's stock owned by
               the Optionee having a value, as determined by the Board (but
               without regard to any restrictions on transferability applicable
               to such stock by reason of federal or state securities laws or
               agreements with an underwriter for the Company), not less than
               the exercise price, (iii) by the assignment of the proceeds of a
               sale of some or all of the shares being acquired upon the
               exercise of an Option (including, without limitation, through an
               exercise complying with the provisions of Regulation T as
               promulgated from time to time by the Board of Governors of the
               Federal Reserve System), or (iv) by any combination thereof.  The
               Board may at any time or from time to time, by adoption of or by
               amendment to the form of Standard Option Agreement described in
               paragraph 7 below, or by other means, grant Options which do not
               permit all of the foregoing forms of consideration to be used in
               payment of the exercise price and/or which otherwise restrict one
               (1) or more forms of consideration.  Notwithstanding the
               foregoing, an Option may not be exercised by tender to the
               Company of shares of the Company's stock to the extent such
               tender of stock would constitute a violation of the provisions of
               any law, regulation and/or agreement restricting the redemption
               of the Company's stock.

          (x)  Unless otherwise provided by the Board, an Option may not be
               exercised by tender to the Company of the Company's stock unless
               such shares of the Company's stock either have been owned by the
               Optionee for more than one (1) year or were not acquired,
               directly or indirectly, from the Company.

          (y)  The Company reserves, at any and all times, the right, in the
               Company's sole and absolute discretion, to establish, decline to
               approve and/or terminate any program and/or procedures for the
               exercise of Options by means of an assignment of the proceeds of
               a sale of some or all of the shares of Stock to be acquired upon
               such exercise.

     7.   STANDARD FORM OF STOCK OPTION AGREEMENT.

          (a)  NONQUALIFIED STOCK OPTIONS.  Unless otherwise provided for by the
               Board at the time an Option is granted, an Option shall comply
               with and be subject to the terms and conditions set forth in the
               form of nonqualified stock option agreement attached hereto as
               EXHIBIT A and incorporated herein by reference.

          (b)  STANDARD TERM FOR OPTIONS.  Unless otherwise provided for by the
               Board in the grant of an Option, any Option granted hereunder
               shall be exercisable for a term of ten (10) years.

     8.   AUTHORITY TO VARY TERMS.  The Board shall have the authority from time
          to time to vary the terms of the Standard Option Agreement described
          in paragraph 7 above either in connection with the grant of an
          individual Option or in connection with the authorization of a new
          standard form or forms; provided, however, that the terms and
          conditions of such revised or amended standard form or forms of stock
          option agreement shall be in accordance with the terms of the Plan.
          Such authority shall

<PAGE>

          include, but not by way of limitation, the authority to grant Options
          which are immediately exercisable.

     9.   EFFECT OF CHANGE IN STOCK SUBJECT TO PLAN.  Appropriate adjustments
          shall be made in the number and class of shares of Stock subject to
          the Plan and to any outstanding Options and in the exercise price of
          any outstanding Options in the event of a stock dividend, stock split,
          reverse stock split, combination, reorganization, reclassification, or
          like change in the capital structure of the Company.

     10.  TRANSFER OF CONTROL.  For purposes hereof, "Control Company" shall
          mean the Participating Company whose stock is subject to the Option.
          An "Ownership Change" shall be deemed to have occurred in the event
          any of the following occurs with respect to the Control Company.

          (a)  a direct or indirect sale or exchange by the shareholders of the
               Control Company of all or substantially all of the stock of the
               Control Company;

          (b)  a merger in which the Control Company is a party; or

          (c)  the sale, exchange, or transfer of all or substantially all of
               the Control Company's assets (other than a sale, exchange, or
               transfer to one (1) or more corporations where the shareholders
               of the Control Company before such sale, exchange, or transfer
               retain, directly or indirectly, at least a majority of the
               beneficial interest in the voting stock of the corporation(s) to
               which the assets were transferred).

               A "Transfer of Control" shall mean an Ownership Change in which
               the shareholders of the Control Company before such Ownership
               Change do not retain, directly or indirectly, at least a majority
               of the beneficial interest in the voting stock of the Control
               Company.  In the event of a Transfer of Control, any
               unexercisable and/or unvested portion of the outstanding Options
               shall be immediately exercisable and vested as of 30 days prior
               to the Transfer of Control unless the surviving, continuing,
               successor, or purchasing corporation, as the case may be (the
               "Acquiring Corporation") assumes the Company's rights and
               obligations under outstanding stock option agreements or
               substitutes options for the Acquiring Corporation's stock for
               such outstanding Options.  The exercise and/or vesting of any
               Option that was permissible solely by reason of this paragraph 10
               shall be conditioned upon the consummation of the Transfer of
               Control.  Any Options which are neither assumed by the Acquiring
               Corporation nor exercised as of the date of the Transfer of
               Control shall terminate effective as of the date of the Transfer
               of Control.

          (d)  In the event that, within twelve (12) months following a Transfer
               of Control, an Optionee's employment with the Participating
               Company Group is terminated involuntarily by his or her employer
               other than for "Cause" (as defined herein), then such Optionee's
               Options shall vest as to an additional fifty percent (50%) of the
               unvested shares on the date of such termination of employment.

               For this purpose, "Cause" means (i) an act of personal dishonesty
               taken by

<PAGE>

               the Optionee in connection with his or her responsibilities as
               an employee and intended to result in substantial personal
               enrichment of the Optionee, (ii) Optionee being convicted of a
               felony, (iii) a willful act by the Optionee which constitutes
               gross misconduct and which is injurious to the Company,  (iv)
               following delivery to the Optionee of a written demand for
               performance from the Company which describes the basis for the
               Company's reasonable belief that the Optionee has not
               substantially performed his or her duties, continued
               violations by the Optionee of the Optionee's obligations to
               the Company which are demonstrably willful and deliberate on
               the Optionee's part.

               Notwithstanding the foregoing, nothing in this Plan or in the
               Option Agreement modifies the "at-will" employment relationship
               of the Optionee, which may be terminated at any time, with or
               without cause or notice, at the option of either the Optionee or
               his or her employer.

     11.  PROVISION OF INFORMATION.  Each Optionee shall be given access to
          information concerning the Company equivalent to that information
          generally made available to the Company's common shareholders.

     12.  OPTIONS NON-TRANSFERABLE.  Unless otherwise provided by the Board,
          during the lifetime of the Optionee, the Option shall be exercisable
          only by the Optionee, and no Option shall be assignable or
          transferable by the Optionee, except by will or by the laws of descent
          and distribution.

     13.  TERMINATION OR AMENDMENT OF PLAN OR OPTIONS.  The Board, including any
          duly appointed committee of the Board, may terminate or amend the Plan
          or any Option at any time.  In any event, no amendment may adversely
          affect any then outstanding Option or any unexercised portion thereof,
          without the consent of the Optionee.

<PAGE>

                                     EXHIBIT A


                                  STANDARD FORM OF
                                  3COM CORPORATION

                        NONQUALIFIED STOCK OPTION AGREEMENT

3Com Corporation (the "Company"), granted to the individual named below an
option to purchase certain shares of common stock of the Company, in the manner
and subject to the provisions of this Option Agreement and the 3Com Corporation
1994 Stock Option Plan (the "Plan"), all of the terms of which are incorporated
by reference herein.

     1.   Definitions:

          (a)  "Notice" shall mean the "3Com Corporation NOTICE OF GRANT OF
               STOCK OPTIONS AND GRANT AGREEMENT" which is attached hereto.

          (b)  "Optionee" shall mean the individual whose name is set forth in
               the Notice.

          (c)  "Date of Option Grant" shall mean the "Date of Grant" set forth
               in the Notice.

          (d)  "Number of Option Shares" shall mean the "Total Number of Shares
               Granted" as set forth in the Notice.  Such number of shares of
               common stock of the Company may be adjusted from time to time
               pursuant to paragraph 9 below.

          (e)  "Exercise Price" shall mean the "Option Price per Share" set
               forth in the Notice.  Such price per share as adjusted from time
               to time pursuant to paragraph 9 below.

          (f)  "Initial Exercise Date" shall be the Initial Vesting Date.

          (g)  "Initial Vesting Date" for employees outside of the U.K. shall be
               the date occurring one  (1) year after the Date of Option Grant.
               For employees of the U.K. "Initial Vesting Date" shall be the
               latter of (i) the date occurring one  (1) month after the Date of
               Option Grant, or (ii) the date occurring six (6) months after the
               date on which the employee commenced employment with the Company.

          (h)  Determination of "Vested Ratio"

               (1)  Determination of "Vested Ratio" for employees outside of the
                    U.K.:

<TABLE>
<CAPTION>
                                                                   Vested Ratio
-------------------------------------------------------------------------------

<S>                                                                <C>
Prior to Initial Vesting Date                                          0

On Initial Vesting Date, for each full                                 1/4
year of the Optionee's continuous

<PAGE>

employment by a Participating Company from
the Date of Option Grant until the Initial Vesting Date

PLUS

For each full year of the Optionee's                                   1/4
continuous employment by a Participating
Company from the Initial Vesting Date
</TABLE>

In no event shall the Vested Ratio exceed 1/1.


               (2)  Determination of "Vested Ratio" for employees receiving
                    grants under the Plan or any U.K. sub-plan of the Plan:

<TABLE>
<CAPTION>
                                                              Vested Ratio
--------------------------------------------------------------------------

<S>                                                           <C>
Prior to Initial Vesting Date                                      0

On Initial Vesting Date, for each full                             1/48
month of the Optionee's continuous
employment by a Participating Company from
the Date of Option Grant until
the Initial Vesting Date

PLUS

For each full month of the Optionee's                              1/48
continuous emplyoment by a Participating
Company from the Initial Vesting Date
</TABLE>

In no event shall the Vested Ratio exceed 1/1.

          (i)  "Option Term Date" shall mean the date ten (10) years after the
               Date of Option Grant.

          (j)  "Code" shall mean the Internal Revenue Code of 1986, as amended.

          (k)  "Company" shall mean 3Com Corporation, a California corporation,
               and any successor corporation thereto.

          (l)  "Participating Company" shall mean (i) the Company and (ii) any
               present or future parent and/or subsidiary corporation of the
               Company while such corporation is a parent or subsidiary of the
               Company.  For purposes of this Option Agreement, a parent
               corporation and a subsidiary corporation shall be as defined in
               sections 424(e) and 424(f) of the Code.

          (m)  "Participating Company Group" shall mean at any point in time all
               corporations collectively which are then a Participating Company.

<PAGE>

     2.   STATUS OF THE OPTION.  This Option is intended to be a nonqualified
          stock option and shall not be treated as an incentive stock option as
          described in Section 422 of the Code.

     3.   ADMINISTRATION.  All questions of interpretation concerning this
          Option Agreement shall be determined by the Board of Directors of the
          Company (the "Board") and/or by a duly appointed committee of the
          Board having such powers as shall be specified by the Board.  Any
          subsequent references herein to the Board shall also mean the
          committee if such committee has been appointed and, unless the powers
          of the committee have been specifically limited, the committee shall
          have all of the powers of the Board granted in the Plan, including,
          without limitation, the power to terminate or amend the Plan at any
          time, subject to the terms of the Plan and any applicable limitations
          imposed by law.  All determinations by the Board shall be final and
          binding upon all persons having an interest in the Option.  Any
          officer of a Participating Company shall have the authority to act on
          behalf of the Company with respect to any matter, right, obligation,
          or election which is the responsibility of or which is allocated to
          the Company herein, provided the officer has apparent authority with
          respect to such matter, right, obligation, or election.


     4.   EXERCISE OF THE OPTION.

          (a)  RIGHT TO EXERCISE.  The Option shall first become exercisable on
               the Initial Exercise Date.  The Option shall be exercisable on
               and after the Initial Exercise Date and prior to the termination
               of the Option in the amount equal to the Number of Option Shares
               multiplied by the Vested Ratio as set forth in paragraph 1 above
               less the number of shares previously acquired upon exercise of
               the Option.  In no event shall the Option be exercisable for more
               shares than the Number of Option Shares.

          (b)  METHOD OF EXERCISE.  The Option may be exercised by written
               notice to the Company which must state the election to exercise
               the Option, the number of shares for which the Option is being
               exercised and such other representations and agreements as to the
               Optionee's investment intent with respect to such shares as may
               be required pursuant to the provisions of this Option Agreement.
               The written notice must be signed by the Optionee and must be
               delivered in person or by certified or registered mail, return
               receipt requested, to the Chief Financial Officer of the Company,
               or other authorized representative of the Participating Company
               Group, prior to the termination of the Option as set forth in
               paragraph 6 below, accompanied by full payment of the exercise
               price for the number of shares being purchased.

          (c)  FORM OF PAYMENT OF EXERCISE PRICE.  Such payment shall be made
               (i) in cash, by check, or cash equivalent, (ii) by tender to the
               Company of shares of the Company's common stock owned by the
               Optionee having a value not less than the exercise price, which
               either have been owned by the Optionee for more than one (1) year
               or were not acquired, directly or indirectly, from the Company,
               (iii) by Immediate Sales Proceeds, as defined below, or (iv) by
               any combination of the foregoing.  Notwithstanding the foregoing,
               the Option may not be exercised by tender to the Company of
               shares of the Company's

<PAGE>

               common stock to the extent such tender of stock would
               constitute a violation of the provisions of any law,
               regulation and/or agreement restricting the redemption of the
               Company's common stock.  "Immediate Sales Proceeds" shall mean
               the assignment in form acceptable to the Company of the
               proceeds of a sale of some or all of the shares acquired upon
               the exercise of the Option pursuant to a program and/or
               procedure approved by the Company (including, without
               limitation, through an exercise complying with the provisions
               of Regulation T as promulgated from time to time by the Board
               of Governors of the Federal Reserve System).  The Company
               reserves, at any and all times, the right, in the Company's
               sole and absolute discretion, to decline to approve any such
               program and/or procedure.

          (d)  TAX WITHHOLDING.  At the time the Option is exercised, in whole
               or in part, or at any time thereafter as requested by the
               Company, the Optionee hereby authorizes payroll withholding and
               otherwise agrees to make adequate provision for foreign, federal
               and state tax withholding obligations of the Company, if any,
               which arise in connection with the Option, including, without
               limitation, obligations arising upon (i) the exercise, in whole
               or in part, of the Option, (ii) the transfer, in whole or in
               part, of any shares acquired on exercise of the Option, or (iii)
               the lapsing of any restriction with respect to any shares
               acquired on exercise of the Option.

          (e)  CERTIFICATE REGISTRATION.  The certificate or certificates for
               the shares as to which the Option shall be exercised shall be
               registered in the name of the Optionee, or, if applicable, the
               heirs of the Optionee.

          (f)  RESTRICTIONS ON GRANT OF THE OPTION AND ISSUANCE OF SHARES.  The
               grant of the Option and the issuance of the shares upon exercise
               of the Option shall be subject to compliance with all applicable
               requirements of federal or state law with respect to such
               securities.  The Option may not be exercised if the issuance of
               shares upon such exercise would constitute a violation of any
               applicable federal or state securities laws or other law or
               regulations.  In addition, no Option may be exercised unless (i)
               a registration statement under the Securities Act of 1933, as
               amended (the "Securities Act"), shall at the time of exercise of
               the Option be in effect with respect to the shares issuable upon
               exercise of the Option or (ii) in the opinion of legal counsel to
               the Company, the shares issuable upon exercise of the Option may
               be issued in accordance with the terms of an applicable exemption
               from the registration requirements of the Securities Act.  THE
               OPTIONEE IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISABLE
               UNLESS THE FOREGOING CONDITIONS ARE SATISFIED.  ACCORDINGLY, THE
               OPTIONEE MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN
               THOUGH THE OPTION IS VESTED.  As a condition to the exercise of
               the Option, the Company may require the Optionee to satisfy any
               qualifications that may be necessary or appropriate, to evidence
               compliance with any applicable law or regulation and to make any
               representation or warranty with respect thereto as may be
               requested by the Company.

          (g)  FRACTIONAL SHARES.  The Company shall not be required to issue
               fractional shares upon the exercise of the Option.

<PAGE>

     5.   NON-TRANSFERABILITY OF THE OPTION.  The Option may be exercised during
          the lifetime of the Optionee only by the Optionee and may not be
          assigned or transferred in any manner except by will or by the laws of
          descent and distribution.

<PAGE>

     6.   TERMINATION OF THE OPTION.  The Option shall terminate and may no
          longer be exercised on the first to occur of (a) the Option Term Date
          as defined above, (b) the last date for exercising the Option
          following termination of employment as described in paragraph 7 below,
          or (c) upon a Transfer of Control as described in paragraph 8 below.

     7.   TERMINATION OF EMPLOYMENT.

          (a)  TERMINATION OF THE OPTION.  If the Optionee ceases to be an
               employee of the Participating Company Group for any reason except
               death or disability within the meaning of section 422(c) of the
               Code, the Option, to the extent unexercised and exercisable by
               the Optionee on the date on which the Optionee ceased to be an
               employee, may be exercised by the Optionee within three (3)
               months after the date on which the Optionee's employment
               terminates, but in any event no later than the Option Term Date.
               If the Optionee's employment with the Participating Company Group
               is terminated because of the death or disability of the Optionee
               within the meaning of section 422(c) of the Code, the Option, to
               the extent unexercised and exercisable by the Optionee on the
               date on which the Optionee ceased to be an employee, may be
               exercised by the Optionee (or the Optionee's legal
               representative) at any time prior to the expiration of twelve
               (12) months from the date the Optionee's employment terminated,
               but in any event no later than the Option Term Date.  The
               Optionee's employment shall be deemed to have terminated on
               account of death if the Optionee dies within three (3) months
               after the Optionee's termination of employment.

          (b)  TERMINATION OF EMPLOYMENT DEFINED.  For purposes of this
               paragraph 7, the Optionee's employment shall be deemed to have
               terminated either upon an actual termination of employment or
               upon the Optionee's employer ceasing to be a Participating
               Company.

          (c)  EXTENSION IF EXERCISE PREVENTED BY LAW.  Except as provided in
               this paragraph 7, the Option shall terminate and may not be
               exercised after the Optionee's employment with the Participating
               Company Group terminates unless the exercise of the Option in
               accordance with this paragraph 7 is prevented by the provisions
               of paragraph 4(f) above.  If the exercise of the Option is so
               prevented, the Option shall remain exercisable until three (3)
               months after the date the Optionee is notified by the Company
               that the Option is exercisable, but in any event no later than
               the Option Term Date.

          (d)  LEAVE OF ABSENCE.  For purposes hereof, the Optionee's employment
               with the Participating Company Group shall not be deemed to
               terminate if the Optionee takes any military leave, sick leave,
               or other bona fide leave of absence approved by the Company of
               ninety (90) days or less.  In the event of a leave in excess of
               ninety (90) days, the Optionee's employment shall be deemed to
               terminate on the ninety-first (91st) day of the leave unless the
               Optionee's right to reemployment with the Participating Company
               Group remains guaranteed by statute or contract.  Notwithstanding
               the foregoing, however, a leave of absence shall be treated as
               employment for purposes of determining the Optionee's Vested
               Ratio if and only if the leave of absence is designated by

<PAGE>

               the Company as (or required by law to be) a leave for which
               vesting credit is given.

     8.   TRANSFER OF CONTROL.  For purposes hereof, "Control Company" shall
          mean the Participating Company whose stock is subject to the Option.
          An "Ownership Change" shall be deemed to have occurred in the event
          any of the following occurs with respect to the Control Company.

          (a)  a direct or indirect sale or exchange by the shareholders of the
               Control Company of all or substantially all of the stock of the
               Control Company;

          (b)  a merger in which the Control Company is a party; or

          (c)  the sale, exchange, or transfer of all or substantially all of
               the Control Company's assets (other than a sale, exchange, or
               transfer to one (1) or more corporations where the shareholders
               of the Control Company before such sale, exchange, or transfer
               retain, directly or indirectly, at least a majority of the
               beneficial interest in the voting stock of the corporation(s) to
               which the assets were transferred).

               A "Transfer of Control" shall mean an Ownership Change in which
               the shareholders of the Control Company before such Ownership
               Change do not retain, directly or indirectly, at least a majority
               of the beneficial interest in the voting stock of the Control
               Company.  In the event of a Transfer of Control, any
               unexercisable and/or unvested portion of the Option shall be
               immediately exercisable and vested as of 30 days prior to the
               Transfer of Control unless the surviving, continuing, successor,
               or purchasing corporation, as the case may be (the "Acquiring
               Corporation") assumes the Company's rights and obligations under
               this Option Agreement or substitutes options for the Acquiring
               Corporation's stock for the Option.  The exercise and/or vesting
               of any Option that was permissible solely by reason of this
               paragraph 8 shall be conditioned upon the consummation of the
               Transfer of Control.  The Option shall terminate effective as of
               the date of the Transfer of Control to the extent that the Option
               is neither assumed or substituted for by the Acquiring
               Corporation nor exercised as of the date of the Transfer of
               Control.

     9.   EFFECT OF CHANGE IN STOCK SUBJECT TO THE OPTION.  Appropriate
          adjustments shall be made in the number, exercise price and class of
          shares of stock subject to the Option in the event of a stock
          dividend, stock split, reverse stock split, combination,
          reorganization, reclassification, or like change in the capital
          structure of the Company.  In the event a majority of the shares which
          are of the same class as the shares that are subject to the Option are
          exchanged for, converted into, or otherwise become shares of another
          corporation (the "New Shares"), the Company may unilaterally amend the
          Option to provide that the Option is exercisable for New Shares.  In
          the event of any such amendment, the number of shares and the exercise
          price shall be adjusted in a fair and equitable manner.

     10.  RIGHTS AS A SHAREHOLDER OR EMPLOYEE.  The Optionee shall have no
          rights as a shareholder with respect to any shares covered by the
          Option until the date of the issuance of a certificate or certificates
          for the shares for which the Option has been

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          exercised.  No adjustment shall be made for dividends or
          distributions or other rights for which the record date is prior to
          the date such certificate or certificates are issued, except as
          provided in paragraph 9 above.  Nothing in the Option shall confer
          upon the Optionee any right to continue in the employ of a
          Participating Company or interfere in any way with any right of the
          Participating Company Group to terminate the Optionee's employment
          at any time.

     11.  LEGENDS.  The Company may at any time place legends referencing any
          applicable federal or state securities law restrictions on all
          certificates representing shares of stock subject to the provisions of
          this Option Agreement.  The Optionee shall, at the request of the
          Company, promptly present to the Company any and all certificates
          representing shares acquired pursuant to the Option in the possession
          of the Optionee in order to effectuate the provisions of this
          paragraph.

     12.  BINDING EFFECT.  This Option Agreement shall inure to the benefit of
          and be binding upon the parties hereto and their respective heirs,
          executors, administrators, successors and assigns.

     13.  TERMINATION OR AMENDMENT.  The Board, including any duly appointed
          committee of the Board, may terminate or amend the Plan and/or the
          Option at any time; provided, however, that no such termination or
          amendment may adversely affect the Option or any unexercised portion
          hereof without the consent of the Optionee.

     14.  INTEGRATED AGREEMENT.  This Option Agreement constitutes the entire
          understanding and agreement of the Optionee and the Participating
          Company Group with respect to the subject matter contained herein, and
          there are no agreements, understandings, restrictions,
          representations, or warranties among the Optionee and the Company
          other than those as set forth or provided for herein.  To the extent
          contemplated herein, the provisions of this Option Agreement shall
          survive any exercise of the Option and shall remain in full force and
          effect.

     15.  APPLICABLE LAW.  This Option Agreement shall be governed by the laws
          of the State of California.


The Optionee represents that the Optionee is familiar with the terms and
provisions of this Option Agreement and hereby accepts the Option subject to all
of the terms and provisions thereof.  The Optionee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the Board upon
any questions arising under this Option Agreement.3Com Corporation (the
"Company"), granted to the individual named below an option to purchase certain
shares of common stock of the Company, in the manner and subject to the
provisions of this Option Agreement and the 3Com Corporation 1994 Stock Option
Plan (the "Plan"), all of the terms of which are incorporated by reference
herein.