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                                                                  Exhibit 10.3.2

[LOGO] Bank of America

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                                                          Amendment to Documents

                   AMENDMENT NO. 3 TO BUSINESS LOAN AGREEMENT

     This Amendment No. 3 (the "Amendment") dated as of NOVEMBER 30, 2001, is
between Bank of America, N.A. (the "Bank") and Sunrise Telecom Incorporated (the
"Borrower").

                                    RECITALS
                                    --------

     A. The Bank and the Borrower entered into a certain Business Loan Agreement
dated as of May 22, 2000, as previously amended (the "Agreement").

     B. The Bank and the Borrower desire to further amend the Agreement.

                                    AGREEMENT
                                    ---------

     1. Definitions. Capitalized terms used but not defined in this Amendment
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shall have the meaning given to them in the Agreement.

     2. Amendments. The Agreement is hereby amended as follows:
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          2.1 Subclause 1.6 (a) (ii) of the Agreement is amended to read in its
     entirety as follows:

               "(ii)Standby letters of credit with a maximum maturity of 365
                    days but not to extend more than 365 days beyond the
                    Facility No. 1 Expiration Date. The standby letters of
                    credit may include a provision providing that the maturity
                    date will be automatically extended each year for an
                    additional year unless the Bank gives written notice to the
                    contrary; provided, however, that each letter of credit must
                    include a final maturity date which shall not be subject to
                    automatic extension."

     3. Representations and Warranties. When the Borrower signs this Amendment,
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the Borrower represents and warrants to the Bank that: (a) there is no event
which is, or with notice or lapse of time or both would be, a default under the
Agreement except those events, if any, that have been disclosed in writing to
the Bank or waived in writing by the Bank, (b) the representations and
warranties in the Agreement are true as of the date of this Amendment as if made
on the dale of this Amendment, (c) this Amendment is within the Borrower's
powers, has been duly authorized, and does not conflict with any of the
Borrower's organizational papers, and (d) this Amendment does not conflict with
any law, agreement, or obligation by which the Borrower is bound.

     4. Effect of Amendment. Except as provided in this Amendment, all of the
        -------------------
terms and conditions of the Agreement shall remain in full force and effect.

     This Amendment is executed as of the date stated at the beginning of this
Amendment.

<TABLE>
Bank of America, N.A.                              Sunrise Telecom Incorporated
<S>                                                <C>


X /s/ Lakshmi Wolterding                           X  /s/ Paul Chang
 ---------------------------------------------      ------------------------------------------------
By: Lakshmi Wolterding, Senior Vice President      By: Paul Chang, President Chief Executive Officer


                                                   X  /s/ Keith D. Laton
                                                    ------------------------------------------------
                                                   By: Keith D. Laton, Director of Tax and Treasury
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