Exhibit 10.7 3COM CORPORATION 1994 STOCK OPTION PLAN  (Amendment and restatement, effective April 30, 2002)  1.             Purposes
of the Plan.  The purposes of this
1994 Stock Option Plan are:        to attract and retain the best available
personnel for positions of substantial responsibility,        to provide additional incentive to
Employees, and        to promote the success of the Companys
business. Only Nonstatutory Stock Options are granted under the Plan. 2.             Definitions.  As used herein, the following definitions
shall apply: (a)           Administrator
means the Board or any of its Committees as shall be administering the Plan, in
accordance with Section 4 of the Plan. (b)           Applicable
Laws means the requirements relating to the administration of stock option
plans under U. S. state corporate laws, U.S. federal and state securities laws,
the Code, any stock exchange or quotation system on which the Common Stock is
listed or quoted and the applicable laws of any foreign country or jurisdiction
where Options are, or will be, granted under the Plan. (c)           Board
means the Board of Directors of the Company. (d)           Cause means (i) an act
of personal dishonesty taken by 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. (e)           Code
means the Internal Revenue Code of 1986, as amended. (f)            Committee
means a committee of Directors appointed by the Board in accordance with
Section 4 of the Plan. (g)           Common
Stock means the common stock of the Company. (h)           Company
means 3Com Corporation. (i)            Control Company means the
Participating Company whose stock is subject to this Option.    (j)            Director
means a member of the Board. (k)           Disability
means total and permanent disability as defined in Section 22(e)(3) of the
Code. (l)            Employee
means any person, including Officers and Directors, employed by the Company or
any Parent or Subsidiary of the Company. 
An Employee shall not cease to be an Employee in the case of (i) any
leave of absence approved by the Company or (ii) transfers between locations of
the Company or between the Company, its Parent, any Subsidiary, or any
successor.  Neither service as a
Director nor payment of a directors fee by the Company shall be sufficient to
constitute employment by the Company. (m)          Exchange
Act means the Securities Exchange Act of 1934, as amended. (n)           Fair
Market Value means, as of any date, the value of Common Stock determined
as follows: (i)    If the
Common Stock is listed on any established stock exchange or a national market
system, including without limitation the Nasdaq National Market or The Nasdaq
SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the
closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system for the last market trading day
occurring prior to the time of determination, as reported in The Wall
Street Journal or such other source as the Administrator deems
reliable; (ii)   If the Common
Stock is regularly quoted by a recognized securities dealer but selling prices
are not reported, the Fair Market Value of a Share of Common Stock shall be the
mean between the high bid and low asked prices for the Common Stock on the last
market trading day occurring prior to the time of determination, as reported in
The Wall
Street Journal or such other source as the Administrator deems
reliable; or (iii)  In the
absence of an established market for the Common Stock, the Fair Market Value
shall be determined in good faith by the Administrator. (o)           Incentive
Stock Option means an Option intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code and the regulations
promulgated thereunder. (p)           Nonstatutory
Stock Option means an Option not intended to qualify as an Incentive Stock
Option. (q)           Notice
of Grant means a written or electronic notice evidencing certain terms and
conditions of an individual Option grant. 
The Notice of Grant is part of the Option Agreement. (r)            Officer
means a person who is an officer of the Company within the meaning of Section
16 of the Exchange Act and the rules and regulations promulgated thereunder. (s)           Option
means a stock option granted pursuant to the Plan. (t)            Option
Agreement means an agreement between the Company and an Optionee
evidencing the terms and conditions of an individual Option grant.  The Option Agreement is subject to the terms
and conditions of the Plan.  -2- 
   (u)           Optioned
Stock means the Common Stock subject to an Option. (v)           Optionee
means the holder of an outstanding Option granted under the Plan. (w)          Ownership Change means any of
the following occurs with respect to the Control Company. (i)       the 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; (ii)      a merger in which the Control Company is a
party; or (iii)     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 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). (x)            Parent
means a parent corporation, whether now or hereafter existing, as defined in
Section 424(e) of the Code. (y)           Participating Company means
(i) the Company and (ii) any present or future Parent and/or Subsidiary
corporation while such corporation is a Parent or Subsidiary. (z)            Plan
means this 3Com Corporation1994 Stock Option Plan. (aa)         Rule
16b-3 means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3,
as in effect when discretion is being exercised with respect to the Plan. (bb)         Section
16(b) means Section 16(b) of the Exchange Act. (cc)         Share
means a share of the Common Stock, as adjusted in accordance with Section 12 of
the Plan. (dd)         Subsidiary
means a subsidiary corporation, whether now or hereafter existing, as defined
in Section 424(f) of the Code. (ee)         Transfer of Control means an
Ownership Change in which the stockholders 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. 3.             Stock Subject to the Plan.  Subject to the provisions of Section 12 of
the Plan, the maximum aggregate number of Shares that may be optioned and sold
under the Plan is One Hundred and Eighty Three Million, Six Hundred and Eighty
Three Thousand Nine Hundred and Twenty Six (183,683,926) Shares, as adjusted
for stock splits, stock dividends and similar events.  The Shares may be authorized, but unissued, or reacquired Common
Stock. If an Option
expires or becomes unexercisable without having been exercised in full, the
unpurchased Shares which were subject thereto shall become available for future
grant or sale under the Plan (unless the Plan has terminated); provided,
however, that Shares that have actually been issued under -3- 
  the Plan shall not be returned to the Plan and shall
not become available for future distribution under the Plan. 4.             Administration of the Plan. (a)           Procedure. (i)    Multiple
Administrative Bodies.  Different
Committees with respect to different groups of Employees may administer the
Plan. (ii)   Section
162(m).  To the extent that the
Administrator determines it to be desirable to qualify Options granted
hereunder as performance-based compensation within the meaning of Section
162(m) of the Code, the Plan shall be administered by a Committee of two or
more outside directors within the meaning of Section 162(m) of the Code. (iii)  Rule
16b-3.  To the extent desirable to
qualify transactions hereunder as exempt under Rule 16b-3, the transactions
contemplated hereunder shall be structured to satisfy the requirements for
exemption under Rule 16b-3. (iv)  Other
Administration.  Other than as
provided above, the Plan shall be administered by (A) the Board or (B) a
Committee, which committee shall be constituted to satisfy Applicable Laws. (b)           Powers
of the Administrator.  Subject to
the provisions of the Plan, and in the case of a Committee, subject to the
specific duties delegated by the Board to such Committee, the Administrator
shall have the authority, in its discretion: (i)    to
determine the Fair Market Value; (ii)   to select
the Employees to whom Options may be granted hereunder; (iii)  to
determine the number of shares of Common Stock to be covered by each Option
granted hereunder; (iv)  to approve
forms of agreement for use under the Plan; (v)   to
determine the terms and conditions, not inconsistent with the terms of the
Plan, of any Option granted hereunder. 
Such terms and conditions include, but are not limited to, the exercise
price, the time or times when Options may be exercised (which may be based on
performance criteria), any vesting acceleration, and any restriction or
limitation regarding any Option or the shares of Common Stock relating thereto,
based in each case on such factors as the Administrator, in its sole
discretion, shall determine; (vi)  to construe
and interpret the terms of the Plan and awards granted pursuant to the Plan; (vii) to
prescribe, amend and rescind rules and regulations relating to the Plan,
including rules and regulations relating to sub-plans established for the
purpose of qualifying for preferred tax treatment under foreign tax laws;  -4- 
   (viii) to modify or amend each Option (subject to
Section 15(c) of the Plan), including the discretionary authority to extend the
post-termination exercisability period of Options longer than is otherwise
provided for in the Plan; (ix)   to allow
Optionees to satisfy withholding tax obligations by electing to have the
Company withhold from the Shares to be issued upon exercise of an Option that
number of Shares having a Fair Market Value equal to the minimum amount
required to be withheld (but in no event any more than the minimum
amount).  The Fair Market Value of the
Shares to be withheld shall be determined on the date that the amount of tax to
be withheld is to be determined.  All
elections by an Optionee to have Shares withheld for this purpose shall be made
in such form and under such conditions as the Administrator may deem necessary
or advisable; (x)    to
authorize any person to execute on behalf of the Company any instrument
required to effect the grant of an Option previously granted by the
Administrator; (xi)   to make
all other determinations deemed necessary or advisable for administering the
Plan. (c)           Effect
of Administrators Decision. 
The Administrators decisions, determinations and interpretations shall
be final and binding on all Optionees and any other holders of Options. 5.             Eligibility.  Options may be granted to Employees and
individuals to whom substituted options are granted under this Plan in
connection with a merger or other corporate transaction; however, no Options 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 provisions contained in the New York Stock Exchange Listed
Company Manual. 6.             Limitations. (a)           Neither
the Plan nor any Option shall confer upon an Optionee any right with respect to
continuing the Optionees relationship as an Employee with the Company, nor
shall they interfere in any way with the Optionees right or the Companys
right to terminate such relationship at any time, with or without cause. (b)           The
following limitations shall apply to grants of Options: (i)    No
Employee shall be granted, in any fiscal year of the Company, Options to
purchase more than one million Shares. (ii)   In
connection with his or her initial service, an Employee may be granted Options
to purchase up to an additional one million Shares, which shall not count
against the limit set forth in subsection (i) above. (iii)  The
foregoing limitations shall be adjusted proportionately in connection with any
change in the Companys capitalization as described in Section 12. -5- 
   7.             Term
of Plan.  Subject to Section 19 of
the Plan, the amendment and restatement of the Plan shall become effective upon
April 30, 2002.  Thereafter, the Plan
shall continue in effect for a term of ten (10) years unless terminated earlier
under Section 15 of the Plan. 8.             Term
of Option.  The term of each Option
shall be stated in the Option Agreement. 9.             Option Exercise Price and Consideration. (i)    Exercise
Price.  The per share exercise price
for the Shares to be issued pursuant to exercise of an Option shall be no less
than 100% of the Fair Market Value per Share on the date of grant.  Notwithstanding the foregoing, Options may
be granted with a per Share exercise price of less than 100% of the Fair Market
Value per Share on the date of grant pursuant to a merger or other corporate
transaction. (b)           Waiting
Period and Exercise Dates.  At the
time an Option is granted, the Administrator shall fix the period within which
the Option may be exercised and shall determine any conditions that must be
satisfied before the Option may be exercised. (c)           Form
of Consideration.  The Administrator
shall determine the acceptable form of consideration for exercising an Option,
including the method of payment.  Such
consideration may consist entirely of: (i)    cash; (ii)   check; (iii)  other
Shares which (A) in the case of Shares acquired upon exercise of an option,
have been owned by the Optionee for more than six months on the date of
surrender, and (B) have a Fair Market Value on the date of surrender equal to
the aggregate exercise price of the Shares as to which said Option shall be
exercised; (iv)  consideration
(including immediate sales proceeds) received by the Company under a cashless
exercise program implemented by the Company in connection with the Plan; (v)   any
combination of the foregoing methods of payment; or (vi)  such other
consideration and method of payment for the issuance of Shares to the extent
permitted by Applicable Laws. 10.           Exercise of Option. (a)           Procedure
for Exercise; Rights as a Stockholder. 
Any Option granted hereunder shall be exercisable according to the terms
of the Plan and at such times and under such conditions as determined by the
Administrator and set forth in the Option Agreement.  Unless the Administrator provides otherwise, vesting of Options
granted hereunder shall be tolled during any unpaid leave of absence.  An Option may not be exercised for a
fraction of a Share. An
Option shall be deemed exercised when the Company receives: (i) written or
electronic notice of exercise (in accordance with the Option Agreement) from
the person entitled to exercise the Option, and (ii) full payment for the
Shares with respect to which the Option is exercised.  Full payment may consist of any consideration and method of
payment authorized by the Administrator and permitted by  -6- 
   the Option Agreement and the Plan.  Shares issued upon exercise of an Option
shall be issued in the name of the Optionee or, if requested by the Optionee,
in the name of the Optionee and his or her spouse.  Until the Shares are issued (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option.  The Company
shall issue (or cause to be issued) such Shares promptly after the Option is
exercised.  No adjustment will be made
for a dividend or other right for which the record date is prior to the date
the Shares are issued, except as provided in Section 12 of the Plan. Exercising
an Option in any manner shall decrease the number of Shares thereafter
available, both for purposes of the Plan and for sale under the Option, by the
number of Shares as to which the Option is exercised. (b)           Termination
of Relationship as an Employee.  If
an Optionee ceases to be an Employee, other than upon the Optionees death or
Disability, the Optionee may exercise his or her Option within such period of
time as is specified in the Option Agreement to the extent that the Option is
vested on the date of termination (but in no event later than the expiration of
the term of such Option as set forth in the Option Agreement).  In the absence of a specified time in the
Option Agreement, the Option shall remain exercisable for three (3) months
following the Optionees termination. 
If, on the date of termination, the Optionee is not vested as to his or
her entire Option, the Shares covered by the unvested portion of the Option
shall revert to the Plan.  If, after
termination, the Optionee does not exercise his or her Option within the time
specified by the Administrator, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan. (c)           Disability
of Optionee.  If an Optionee ceases
to be an Employee as a result of the Optionees Disability, the Optionee may
exercise his or her Option within such period of time as is specified in the
Option Agreement to the extent the Option is vested on the date of termination
(but in no event later than the expiration of the term of such Option as set
forth in the Option Agreement).  In the
absence of a specified time in the Option Agreement, the Option shall remain
exercisable for twelve (12) months following the Optionees termination.  If, on the date of termination, the Optionee
is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall revert to the Plan.  If, after termination, the Optionee does not
exercise his or her Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan. (d)           Death
of Optionee.  If an Optionee dies
while an Employee, the Option may be exercised within such period of time as is
specified in the Option Agreement (but in no event later than the expiration of
the term of such Option as set forth in the Notice of Grant), by the Optionees
estate or by a person who acquires the right to exercise the Option by bequest
or inheritance, but only to the extent that the Option is vested on the date of
death.  In the absence of a specified
time in the Option Agreement, the Option shall remain exercisable for twelve
(12) months following the Optionees termination.  If, at the time of death, the Optionee is not vested as to his or
her entire Option, the Shares covered by the unvested portion of the Option shall
immediately revert to the Plan.  The Option
may be exercised by the executor or administrator of the Optionees estate or,
if none, by the person(s) entitled to exercise the Option under the Optionees
will or the laws of descent or distribution. 
If the Option is not so exercised within the time specified herein, the
Option shall terminate, and the Shares covered by such Option shall revert to
the Plan. (e)           Buyout
Provisions.  The Administrator may
at any time offer to buy out for a payment in cash or Shares an Option
previously granted based on such terms and conditions as the Administrator
shall establish and communicate to the Optionee at the time that such offer is
made.  -7- 
   11.           Non-Transferability
of Options.  Unless determined
otherwise by the Administrator, an Option may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or
by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.  If the Administrator makes an Option transferable, such Option
shall contain such additional terms and conditions as the Administrator deems
appropriate. 12.           Adjustments
Upon Changes in Capitalization, Dissolution, Merger or Asset Sale. (a)           Changes
in Capitalization.  Subject to any
required action by the stockholders of the Company, the number of shares of
Common Stock covered by each outstanding Option, and the number of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Options have yet been granted or which have been returned to the Plan
upon cancellation or expiration of an Option, as well as the price per share of
Common Stock covered by each such outstanding Option, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
spin-off, combination or reclassification of the Common Stock, or any other
like increase or decrease in the number of issued shares of Common Stock
effected without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be
deemed to have been effected without receipt of consideration.  Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and
conclusive.  Except as expressly
provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an Option. (b)           Dissolution
or Liquidation.  In the event of the
proposed dissolution or liquidation of the Company, the Administrator shall
notify each Optionee as soon as practicable prior to the effective date of such
proposed transaction.  The Administrator
in its discretion may provide for an Optionee to have the right to exercise his
or her Option until ten (10) days prior to such transaction as to all of the
Optioned Stock covered thereby, including Shares as to which the Option would
not otherwise be exercisable. To the extent it has not been previously
exercised, an Option will terminate immediately prior to the consummation of
such proposed action. (c)           Merger
or Asset Sale.  In the event of a
merger of the Company with or into another corporation, or the sale of
substantially all of the assets of the Company, each outstanding Option shall be
assumed or an equivalent option substituted by the successor corporation or a
Parent or Subsidiary of the successor corporation.  In the event that the successor corporation refuses to assume or
substitute for the Option, the Optionee shall fully vest in and have the right
to exercise the Option as to all of the Optioned Stock, including Shares as to
which it would not otherwise be vested or exercisable.  If an Option becomes fully vested and
exercisable in lieu of assumption or substitution in the event of a merger or
sale of assets, the Administrator shall notify the Optionee in writing or
electronically that the Option shall be fully vested and exercisable for a
period of at least fifteen (15) days from the date of such notice, and the
Option shall terminate upon the expiration of such period.  For the purposes of this paragraph, the
Option shall be considered assumed if, following the merger or sale of assets,
the Option confers the right to purchase or receive, for each Share of Optioned
Stock subject to the Option immediately prior to the merger or sale of assets,
the consideration (whether stock, cash, or other securities or property)
received in the merger or sale of assets by holders of Common Stock for each
Share held on the effective date of the transaction (and if holders were
offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding Shares); provided, however, that if
such consideration received in the merger or sale of assets is not solely
common stock of the successor corporation or its Parent, the Administrator may,
with the consent of the successor corporation, provide for the consideration to
be received upon the exercise of the  -8- 
   Option,
for each Share of Optioned Stock subject to the Option, to be solely common
stock of the successor corporation or its Parent equal in fair market value to
the per share consideration received by holders of Common Stock in the merger
or sale of assets. 13.     Certain Terminations Within Twelve Months
Following a Transfer of Control.  In
the event that, within twelve (12) months following a Transfer of Control an
Optionees employment with the Participating Company is terminated
involuntarily by his or her employer other than for Cause, then such Optionees
Options shall have their vesting accelerated as to fifty  percent (50%) of the unvested Shares of the
date of such termination of employment. 14.           Date
of Grant.  The date of grant of an
Option shall be, for all purposes, the date on which the Administrator makes
the determination granting such Option, or such other later date as is
determined by the Administrator.  For
purposes of determining the Fair Market Value under Section 2(n) of the Plan,
in the event that the date of grant is a market trading day, the grant shall be
deemed to occur after the close of trading on the date of grant and the Fair
Market Value shall be determined using the trading data for the date of grant.  Notice of the determination shall be
provided to each Optionee within a reasonable time after the date of such
grant. 15.           Amendment and Termination of the
Plan. (a)           Amendment
and Termination.  The Board may at
any time amend, alter, suspend or terminate the Plan. (b)           Effect
of Amendment or Termination.  No
amendment, alteration, suspension or termination of the Plan shall impair the
rights of any Optionee, unless mutually agreed otherwise between the Optionee
and the Administrator, which agreement must be in writing and signed by the
Optionee and the Company.  Termination
of the Plan shall not affect the Administrators ability to exercise the powers
granted to it hereunder with respect to Options granted under the Plan prior to
the date of such termination. 16.           Conditions Upon Issuance of Shares. (a)           Legal
Compliance.  Shares shall not be
issued pursuant to the exercise of an Option unless the exercise of such Option
and the issuance and delivery of such Shares shall comply with Applicable Laws
and shall be further subject to the approval of counsel for the Company with
respect to such compliance. (b)           Investment
Representations.  As a condition to
the exercise of an Option, the Company may require the person exercising such
Option to represent and warrant at the time of any such exercise that the
Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for
the Company, such a representation is required. 17.           Inability
to Obtain Authority.  The inability
of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Companys counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained. 18.           Reservation
of Shares.  The Company, during the
term of this Plan, will at all times reserve and keep available such number of
Shares as shall be sufficient to satisfy the requirements of the Plan.  -9-