Exhibit 10.4  3COM CORPORATION  1984 EMPLOYEE STOCK PURCHASE PLAN (As Amended and Restated by the Board as of 9/20/2001)  1.             Purpose. 
The 3Com Corporation 1984 Employee Stock Purchase Plan (the Prior
Plan) was established to provide eligible employees of 3Com Corporation
(3Com) and any current or future subsidiary corporation(s) of 3Com
(collectively referred to as the Company) with an opportunity, through
payroll deductions, to acquire common stock of 3Com.  The Prior Plan has been amended from time to time.  On September 28, 1995, the Board of
Directors of 3Com (the Board) amended and restated the Prior Plan as amended
in order to make various changes to the Prior Plan considered beneficial for
continuing to carry out the purposes of such plan, all in the form set forth
herein (the Plan).  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).  The Company intends that
the Plan shall qualify as an employee stock purchase plan under section 423
of the Code (including any future amendments or replacements of such section),
and the Plan shall be so construed.  Any
term not expressly defined in the Plan but defined for purposes of section 423
of the Code shall have the same definition herein.  Because an eligible employee who participates in the Plan (a
Participant) may withdraw the Participants accumulated payroll deductions
and terminate participation in the Plan or any Offering (as defined below)
therein at any time during an Offering Period (as defined below), the
Participant is, in effect, given an option which may or may not be exercised
during any Offering Period.  2.             Share Reserve. 
The maximum number of shares which may be issued under the Plan shall be
41,687,441 (as adjusted for stock splits and stock dividends, and similar
events) shares of 3Coms authorized but unissued common stock (the
Shares).  In the event that any option
granted under the Plan (an Option) for any reason expires or is terminated,
the Shares allocable to the unexercised portion of such Option may again be
subjected to an Option.  3.             Administration. 
The Plan shall be administered by 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 to the
Board shall also mean the committee if it has been appointed.  All questions of interpretation of the Plan
or of any Options shall be determined by the Board and shall be final and
binding upon all persons having an interest in the Plan and/or any Option.  Subject to the provisions  
   of the Plan, the Board shall determine all of the relevant terms and
conditions of Options granted pursuant to the Plan; provided, however, that all
Participants granted Options pursuant to the Plan shall have the same rights
and privileges within the meaning of section 423(b)(5) of the Code.  All expenses incurred in connection with the
administration of the Plan shall be paid by the Company.  4.             Eligibility. 
Any regular employee of the Company is eligible to participate in the
Plan and any Offering (as hereinafter defined) under the Plan except the
following:  (a)           employees who are customarily
employed by the Company for less than twenty (20) hours a week;  (b)           employees who own or hold options to
purchase or who, as a result of participation in the Plan, would own or hold
options to purchase stock of the Company possessing five percent (5%) or more
of the total combined voting power or value of all classes of stock of the
Company within the meaning of section 423(b)(3) of the Code; and  (c)           with respect to participation in the
Additional Chipcom Offering described in paragraph 5(a) below, employees who
were not employed by the Company or Chipcom Corporation (Chipcom) as of
October 2, 1995.  5.             Offerings.  (a)           Offering Periods Beginning On or
After October 1, 1999.  Except as
otherwise set forth below, effective October 1, 1999, the Plan shall be
implemented by offerings (individually, an Offering) of twenty-four (24)
months duration (an Offering Period). 
An Offering shall commence on April 1 and October 1 of each year and end
on the second March 31 and September 30, respectively, occurring
thereafter.  Notwithstanding the
foregoing, the Board may establish a different term for one or more of the
Offerings and/or different commencing and/or ending dates for such
Offerings.  An employee who becomes
eligible to participate in the Plan after such Offering but may participate in
any subsequent Offering provided such employee is still eligible to participate
in the Plan as of the commencement of any such subsequent Offering. Eligible
employees may not participate in more than one Offering at a time.  The first day of an Offering Period shall be
the Offering Date for such Offering Period. 
In the event the first and/or last day of an Offering Period is not a
business day, the Company shall specify the business day that will be deemed
the first or last day, as the case may be, of the Offering Period.  (b)           Purchase Periods.  Each Offering Period shall consist of four
(4) consecutive purchase period of six (6) months duration (a Purchase
Period).  The last day of each Purchase
Period shall be the Purchase Date for such Purchase Period.  A Purchase Period commencing on 
   April 1 shall end on the next September 30.  A Purchase Period commencing on October 1 shall end on the next
March 31.  Notwithstanding the
foregoing, the Board may establish a different term for one or more Purchase
Periods and/or different commencing dates and/or Purchase Dates for such
Purchase Periods.   In the event the
first and/or last day of a Purchase Period is not a business day, the Company
shall specify the business day that will be deemed the first or last day, as
the case may be, of the Purchase Period.  (c)           Governmental Approval; Shareholder
Approval.  Notwithstanding any other
provision of the Plan to the contrary, any Option granted pursuant to the Plan
shall be subject to (i) obtaining all necessary governmental approvals and/or
qualifications of the sale and/or issuance of the Options and/or the Shares,
and (ii) in the case of Options with an Offering Date after an amendment to the
Plan, obtaining any necessary approval of the shareholders of the Company
required in paragraph 17.  6.             Participation in the Plan.  (a)           Initial Participation.  An eligible employee may elect to become a
Participant effective as of the first Offering Date after satisfying the
eligibility requirements set forth in paragraph 4 above by delivering a
subscription agreement authorizing payroll deductions (a Subscription
Agreement) to the Companys Stock Administration office not later than fifteen
(15) calendar days, or such other period as the Company may determine in its
sole discretion, prior to such Offering Date. 
Such Subscription Agreement shall state the eligible employees election
to participate in the Plan and the rate at which payroll deductions shall be accumulated.  An eligible employee who does not deliver a
Subscription Agreement to the Companys Stock Administration office at least
fifteen (15) calendar days, or such period as the Company may determine in its
sole discretion, prior to the first Offering Date after becoming eligible to
participate in the Plan, shall not participate in the Plan for that Offering
Period or for any subsequent Offering Period unless such employee subsequently
enrolls in the Plan by filing a Subscription Agreement with the Company in
accordance with this paragraph 6(a).  (b)           Automatic Participation in
Subsequent Offerings.  A Participant
shall automatically participate in each subsequent Offering Period until such
time as such Participant ceases to be eligible as provided in paragraph 4, the
Participant withdraws from the Plan pursuant to paragraph 10 below, or the
Participant terminates employment as provided in paragraph 11 below.  A Participant is not required to file an
additional Subscription Agreement for such Offering Periods in order to
automatically participate therein. 
Unless otherwise indicated in a subsequently filed  
   Subscription Agreement, the rate at which payroll deductions shall be
accumulated with respect to any such subsequent Offering Period shall equal the
rate applicable to the immediately preceding Offering Period.  7.             Purchase Price  (a)           Purchase Price.  The purchase price at which Shares may be
acquired in any Offering Period under the Plan shall be eighty-five percent
(85%) of the lesser of (a) the fair market value of the Shares on the Offering
Date of such Offering Period or (b) the fair market value of the Shares on the
Purchase Date of such Offering Period. 
For purposes of the Plan, the fair market value of the Shares at any
point in time shall be determined by the Board based on such factors as the
Board deems relevant; including, without limitation, the mean of the bid and
asked price of the Shares on the date in question as reported by the National
Association of Securities Dealers Automated Quotation System.  (b)           Automatic Transfer to Low Price
Offering Period.  To the extent
permitted by any applicable laws, regulations, or stock exchange rules, if the
Fair Market Value of the common stock on any Exercise Date in an Offering
Period is lower than the Fair Market Value of the common stock on the
Enrollment Date of such Offering Period, then all participants in such Offering
Period shall be automatically withdrawn from such Offering Period immediately
after the exercise of their option on such Exercise Date and automatically re-enrolled
in the immediately following Offering Period as of the first day thereof.  8.             Payment of Purchase Price; Payroll Deductions.  (a)Accumulation of Payroll Deductions. 
The purchase price of Shares to be acquired in an Offering Period shall be accumulated only by payroll deductions
over the Offering Period.  Payroll
deductions from a Participants compensation on each payday during the Offering
Period (i) shall not exceed ten percent (10%) of such Participants base pay
per month reduced by any payroll deductions from such Participants
compensation to purchase stock under any other plan of the Company intended to
qualify as an employee stock purchase plan under section 423 of the Code, and
(ii) shall not be less than one percent (1%) of the Participants base pay per
month.  For purposes hereof, a
Participants Compensation from the Company is an aggregate that shall
include base wages or salary, commissions, overtime, discretionary bonuses,
semi-annual bonuses, other incentive payments, shift premiums, stand-by
payments and call-out payments paid in cash during such Offering Period before
deduction for any contributions to any plan maintained by the Company and
described in section 401(k) or section 125 of the Code.  Compensation shall not include  
   reimbursement of expenses, allowances, long-term disability, workers
compensation or any amount deemed received without the actual transfer of cash
or any amounts directly or indirectly paid pursuant to the Plan or any other
stock purchase or stock option plan, or any other compensation not included in
the preceding sentence.  Payroll
deductions shall commence on the first payday following the first day of a
Offering Period or as soon as administratively feasible thereafter and shall
continue to the end of such Offering Period unless sooner altered or terminated
as provided in the Plan.  (b)           Election to Change Payroll
Deduction Rate.  A Participant may
decrease (but not increase) the rate of payroll deductions with respect to an
Offering  Period only on or before and
effective as of the date three (3) months after the beginning of such Offering
Period by filing an amended Subscription Agreement with the Company.  A Participant may increase or decrease the rate
of payroll deductions for any subsequent Offering Period by filing a new
Subscription Agreement with the Company not later than fifteen (15) calendar
days, or such other period as the Company may determine in its sole discretion,
prior to the beginning of such subsequent Offering Period.  (c)           Participant Accounts.  Individual accounts shall be maintained for
each Participant.  All payroll
deductions from a Participants compensation shall be credited to the
Participants account under the Plan and shall be deposited with the general
funds of the Company.  No interest shall
accrue on such payroll deductions.  All
payroll deductions received or held by the Company may be used by the Company
for any corporate purpose.  9.             Purchase of Shares.  (a)           Purchase.  On the Purchase Date of each Offering
Period, each remaining Participant shall automatically purchase, subject to the
limitations set forth in paragraphs 9(b) and 9(c) below, that number of whole
Shares arrived at by dividing the total amount theretofore credited to the
Participants account pursuant to paragraph 8(c) by the purchase price
established for such Offering Period pursuant to paragraph 7.  Any cash balance remaining in the
Participants Plan account shall be refunded to the Participant as soon as
practicable after the Purchase Date.  In
the event the cash to be returned to a Participant pursuant to the preceding
sentence is an amount less than the amount necessary to purchase a whole Share,
such amount shall continue to be credited to the Participants Plan account and
shall be applied toward the purchase of Shares in the immediately subsequent
Offering Period.  No Shares shall be
purchased in a given Offering Period on behalf of a Participant whose
participation in the Plan has terminated prior to the Purchase Date for such
Offering Period.  
   (b)           Share Limitation.  Subject to the adjustments set forth in
paragraph 13 below, no Participant shall be entitled to purchase more than
4,000 Shares in a single Offering.  (c)           Fair Market Value Limitation.  Notwithstanding any other provision of the
Plan, no Participant shall be entitled to purchase Shares under the Plan (or
any other employee stock purchase plan which is intended to meet the
requirements of section 423 of the Code sponsored by 3Com or a parent
corporation or subsidiary corporation of 3Com) at a rate which exceeds $25,000
in fair market value (or such other limit as may be imposed by section 423 of
the Code) for each calendar year in which the Participant participates in the
Plan or any other employee stock purchase plan described in this sentence, as
determined in accordance with section 423(b)(8) of the Code.  (d)           Pro Rata Allocation.  In the event the number of Shares which
might be purchased by all Participants in the Plan exceeds the number of Shares
available in the Plan, the Company shall make a pro rata allocation of the
remaining Shares in as uniform a manner as shall be practicable and as the
Company shall determine to be equitable.  (e)           Rights as a Shareholder and
Employee.  A Participant shall have
no rights as a shareholder by virtue of the Participants participation in the
Plan until the date of issuance of a stock certificate(s) for the Shares being
purchased pursuant to the exercise of the Participants Option.  No adjustment shall be made for dividends or
distributions or other rights for which the record date is prior to the date
such stock certificate(s) are issued. 
Nothing herein shall confer upon a Participant any right to continue in
the employ of the Company or interfere in any way with any right of the Company
to terminate the Participants employment at any time.  (f)            The Company may, from time to time,
establish or change (i) limitations on the frequency and/or number of changes
in the amount withheld during an Offering, (ii) an exchange ratio applicable to
amounts withheld in a currency other than U.S. dollars, (iii) procedures for
permitting unequal percentages of payroll withholding from a Participants
compensation in order to accommodate the Companys established payroll
procedures or mistakes or delays in following those procedures when processing
Participants withholding elections, and (iv) such other limitations or
procedures as deemed advisable by the Company in the Companys sole discretion
which are consistent with the Plan and section 423 of the Code.  (g)           Any portion of a Participants Option
remaining unexercised after the end of the Offering Period to which such right
relates shall expire immediately upon the end of such period.  
   10.           Withdrawal.  (a)           Withdrawal From the Plan.  A Participant may withdraw from the Plan by
signing and delivering to the Companys Stock Administration office, a notice
of withdrawal on a form provided by the Company for such purpose.  Such withdrawal must be elected no later
than five (5) business days prior to the end of an Offering Period to be
effective for that Offering Period.  A
Participant is prohibited from again participating in an Offering upon
withdrawal from the Plan during such Offering. 
A Participant who elects to withdraw from the Plan may again participate
in the Plan by filing a new Subscription Agreement in the same manner as set
forth in paragraph 6(a) above for initial participation in the Plan.  The Company may impose, from time to time, a
requirement that the notice of withdrawal be on file with the Company for an
additional reasonable period of time prior to the effectiveness of the
Participants withdrawal from the Plan.  (b)           Return of Payroll Deductions.  Upon withdrawal from the Plan, the
accumulated payroll deductions credited to a withdrawing Participants account
shall be returned to the Participant and the Participants interest in the Plan
shall terminate.  No interest shall
accrue on the payroll deductions of a Participant.  11.           Termination of Employment.  Termination of a Participants employment
with the Company for any reason, including retirement or death, or the failure
of a Participant to remain an eligible employee, shall terminate the
Participants participation in the Plan immediately.  Upon such termination, the payroll deductions credited to the
Participants account shall be returned to the Participant (or in the case of
the Participants death, to the Participants legal representative) and all of
the Participants rights under the Plan shall terminate.  A Participant whose participation has been
so terminated may again become eligible to participate in the Plan by again
satisfying the requirements of paragraphs 4 and 6.  12.           Repayment of Payroll Deductions Without Interest.  In the event a Participants interest in the
Plan is terminated, the Company shall deliver to the Participant (or in the
case of the Participants death or incapacity, to the Participants legal
representative) the payroll deductions credited to the Participants account.  No interest shall accrue on the payroll
deductions of a Participant.  13.           Capital Changes. 
In the event of changes in the common stock of the Company due to a
stock split, reverse stock split, stock dividend, combination, reclassification
or like change in the Companys capitalization, or in the event of any merger,
sale or reorganization, appropriate adjustments shall be made by the Company in
(a) the number and class of Shares of stock subject to the Plan and to any
outstanding Option, (b) the purchase price per Share of any outstanding Option
and (c) the Share limitation set forth in paragraph 9(b) above.  
   14.           Nonassignability. 
Only the Participant may elect to exercise the Participants Option
during the Participants lifetime, and no rights or accumulated payroll
deductions of any Participant under the Plan may be pledged, assigned or
transferred for any reason, except by will or the laws of descent and
distribution, and any such attempt may be treated by the Company as an election
by the Participant to withdraw from the Plan.  15.           Reports. 
Each Participant shall receive after the last day of each Offering
Period a report of the Participants account setting forth the total payroll
deductions accumulated, the number of Shares purchased and the remaining cash
balance to be carried over and/or refunded pursuant to paragraph 9(a) above, if
any.  16.           Plan Term.  This Plan shall continue until terminated by
the Board or until all of the Shares reserved for issuance under the Plan have
been issued.  17.           Amendment or Termination of the Plan.  The Board may at any time amend or terminate
the Plan, except that such termination cannot affect Options previously granted
under the Plan except as otherwise permitted by the Plan, nor may any amendment
make any change in an Option previously granted under the Plan which would
adversely affect the right of any Participant except as otherwise permitted by
the Plan, nor may any amendment be made without approval of the shareholders of
the Company within twelve (12) months of the adoption of such amendment if such
amendment would authorize the sale of more shares than are authorized for
issuance under the Plan or would change the designation of corporations whose
employees may be offered Options under the Plan.  Notwithstanding any other provision of the Plan to the contrary,
in the event of an amendment to the Plan which affects the rights or privileges
of Options to be offered under the Plan, each Participant with an outstanding
Option shall have the right to exercise such outstanding Option on the
effective date of the amendment and to participate in the Plan for the
remaining term of such outstanding Option pursuant to the terms and conditions
of the Plan as amended.  If in accordance
with the preceding sentence a Participant elects to exercise such outstanding
Option and to commence participation in the Plan as amended on the effective
date of such amendment, the Participant shall be deemed to have received a new
Option on such effective date, and such effective date shall be deemed the
Offering Date for such Option.  18.           Clawback. 
The Board may, in its discretion and, to the extent necessary or
desirable, modify or amend the Plan to reduce or eliminate an unfavorable
accounting consequence including, but not limited to: (i) altering the Purchase
Price for an Offering Period including an Offering Period underway at the time
of the change in Purchase Price; (ii) shortening any Offering Period so that
Offering Period ends on a new Exercise Date, including an Offering Period
underway at the time of the Board action; and (iii) allocating shares.  Such modifications or amendments shall not
require stockholder approval or the consent of any Plan participants.