United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549







FORM 10-K/A



Amendment No. 1



x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December 31, 2007



 ̈
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the transition period from
 to



Commission File Number: 000-30757







Sunrise Telecom Incorporated

(Exact name of Registrant as specified in its charter)



|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Delaware                                                       |  | 77-0291197                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)



302 Enzo Drive, San Jose,
California 95138

(Address of principal executive offices, including zip code)



Registrants telephone number, including area code: (408) 363-8000







Securities registered pursuant to Section 12(b) of the Act:



None



Securities registered pursuant to Section 12(g) of the Act:



Common Stock, par value $0.001 per share

(Title of class)



Indicate by check mark whether the Registrant is
a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.



Yes  ̈    No x



Indicate by check mark whether the
Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.



Yes  ̈    No x



Indicate by
check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (Exchange Act) during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.



Yes  ̈    No x



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check One):



|                             |  |                        |  |                                               |  |                               
|---------------------------- |  | ---------------------- |  | --------------------------------------------- |  | ------------------------------
|Large Accelerated Filer     ̈ |  | Accelerated Filer     ̈ |  | Non-accelerated Filer    x                    |  | Smaller reporting company     ̈
|                             |  |                        |  | (Do not check if a smaller reporting company) |  |                               



Indicate by check mark whether the Registrant is
a shell company (as defined in Rule 12b-2 of the Act).



Yes  ̈    No x



As of June 29, 2007, the aggregate market value of the Common Stock of the
Registrant held by non-affiliates was $65,218,009 based upon the closing sale price for that date as reported in the pink sheets published by The Pink Sheets LLC.



As of September 30, 2008, there were 51,349,058 shares of the Registrants Common Stock outstanding, par value $0.001 per share.



---

Explanatory Note



This Amendment No. 1 to Annual Report on Form 10-K is being filed for the sole purpose of correcting a typographical error in Item 5. Market for
Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.



Except as described above, no other amendments are being made to our Annual Report on Form 10-K filed on October 2, 2008.



---

Part II.



ITEM 5.    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES



INFORMATION ABOUT OUR COMMON STOCK



Our common stock was traded on the NASDAQ Stock Market under the symbol
SRTI since our initial public offering on July 13, 2000 through December 15, 2005, when our common stock was delisted and began trading on the Pink Sheets under the symbol SRTI.PK. Since December 15, 2005 there
has been no established public trading market for our common stock.



The
following table sets forth, for the periods indicated, the highest and lowest sale prices for our common stock, as reported by the Pink Sheets.



|               |  |      |      |     |   |      |  |                |  |     |      |  |   |     
|-------------- |  | ---- | ---- | --- | - | ---- |  | -------------- |  | --- | ---- |  | - | ----
|2007           |  | High |      | Low |   | 2006 |  | High           |  | Low
|First Quarter  |  | $    | 3.31 |     | $ | 1.98 |  | First Quarter  |  | $   | 2.25 |  | $ | 1.30
|Second Quarter |  | $    | 3.35 |     | $ | 2.75 |  | Second Quarter |  | $   | 2.35 |  | $ | 1.85
|Third Quarter  |  | $    | 3.50 |     | $ | 1.88 |  | Third Quarter  |  | $   | 2.35 |  | $ | 1.80
|Fourth Quarter |  | $    | 2.50 |     | $ | 1.65 |  | Fourth Quarter |  | $   | 2.35 |  | $ | 1.85



Number of Holders



As of September 18, 2008, we had approximately 60 stockholders of record of our
common stock. We estimate that as of August 31, 2008, there were approximately 1,406 beneficial owners of our common stock.



Dividend Policy



We did not declare or pay any cash dividend in 2007 and 2006. In February 2005, our board of directors declared a cash dividend for 2005 in the aggregate amount of approximately $2.5 million. We paid this dividend in March
2005. Our Board of Directors will determine the amount of any future dividends based on our future financial condition and results of operations. Our secured revolving credit arrangement with Silicon Valley Bank limits our ability to pay future
dividends. See Item 7, Managements Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital Resources.



Unregistered Sales of Equity Securities



We did not sell any unregistered shares of our common stock during 2007, 2006, or 2005.



Purchases of Equity Securities by the Issuer and Affiliated Purchasers



Neither we nor any affiliated purchaser repurchased any of our equity securities in the fourth quarter of 2007.



---

LOGO



|                                 |  |        |  |        |  |        |  |        |  |        |  |       
|-------------------------------- |  | ------ |  | ------ |  | ------ |  | ------ |  | ------ |  | ------
|                                 |  | 12/02  |  | 12/03  |  | 12/04  |  | 12/05  |  | 12/06  |  | 12/07 
|Sunrise Telecom, Incorporated    |  | 100.00 |  | 201.49 |  | 165.59 |  | 100.77 |  | 130.40 |  | 121.51
|NASDAQ Composite Index           |  | 100.00 |  | 149.73 |  | 164.79 |  | 168.78 |  | 187.90 |  | 204.34
|S&P Information Technology Index |  | 100.00 |  | 147.23 |  | 150.99 |  | 152.49 |  | 165.32 |  | 192.28



---

Part IV.



ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES



| | (a) |  | The following documents are filed as part of this report:
| | --- |  | ---------------------------------------------------------



| | (1) |  | Our Consolidated Financial Statements are included in Part II, Item 8:
| | --- |  | ----------------------------------------------------------------------



Report on Independent Registered Public Accounting Firm



Consolidated Balance Sheets as of December 31, 2007 and December 31, 2006



Consolidated Statements of Operations for the years ended
December 31, 2007, 2006 and 2005



Consolidated
Statements of Stockholders Equity and Comprehensive Income (Loss) for the years ended December 31, 2007, 2006 and 2005



Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005



Notes to Consolidated Financial Statements



| | (2) |  | Supplementary Consolidated Financial Statement Schedule as of and for the years ended December 31, 2007, 2006, and 2005:
| | --- |  | ------------------------------------------------------------------------------------------------------------------------



None.



All schedules are omitted because of the absence of conditions under which they are required or because the required
information is included in the consolidated financial statements or notes thereto.



---

| | (3) |  | Exhibits:
| | --- |  | ---------



(a) Exhibit Index.



|              |  |                                                                                                                                                               |  |                           |  |                 |  |               |  | 
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- |  | --------------- |  | ------------- |  | 
|ExhibitNumber |  | Description                                                                                                                                                   |  | Incorporated by Reference
|              |  | Form                                                                                                                                                          |  | Date                      |  | ExhibitNumber   |  | FiledHerewith
|              |  |                                                                                                                                                               |  |                           | 
|3.1           |  | Amended and Restated Certificate of Incorporation                                                                                                             |  | 10-K                      |  | March 16,2001   |  | 3.1           |  | 
|              |  |                                                                                                                                                               |  |                           | 
|3.2           |  | Amended and Restated Bylaws.                                                                                                                                  |  | 10-K                      |  | November 2,2007 |  | 3.2           |  | 
|              |  |                                                                                                                                                               |  |                           | 
|4.1           |  | Specimen Stock Certificate.                                                                                                                                   |  | S-1/A                     |  | April 13,2000   |  | 4.1           |  | 
|              |  |                                                                                                                                                               |  |                           | 
|10.1          |  | Purchase and Sale Agreement and Escrow Instructions dated November 5, 1999 between Sunrise and Enzo Drive, LLC.                                               |  | S-1                       |  | March 9,2000    |  | 10.2          |  | 
|              |  |                                                                                                                                                               |  |                           | 
|10.2          |  | Form of Indemnification Agreement between Sunrise and each of its Officers and Directors.                                                                    |  | S-1                       |  | March 9,2000    |  | 10.6          |  | 
|              |  |                                                                                                                                                               |  |                           | 
|10.3          |  | 2000 Stock Option Plan.                                                                                                                                      |  | S-1/A                     |  | April 13,2000   |  | 10.7          |  | 
|              |  |                                                                                                                                                               |  |                           | 
|10.4          |  | 2000 Employee Stock Purchase Plan.                                                                                                                           |  | S-1/A                     |  | April 13,2000   |  | 10.8          |  | 
|              |  |                                                                                                                                                               |  |                           | 
|10.5          |  | Form of Nonstatutory Stock Option Agreement.                                                                                                                 |  | S-8                       |  | August 8,2000   |  | 99.3          |  | 
|              |  |                                                                                                                                                               |  |                           | 
|10.6          |  | Form of Incentive Stock Option Agreement.                                                                                                                    |  | S-8                       |  | August 8,2000   |  | 99.4          |  | 
|              |  |                                                                                                                                                               |  |                           | 
|10.7          |  | Amended and Restated Employment Terms signed by the Company and Richard Kent dated February 9, 2005.                                                         |  | 8-K                       |  | February 8,2005 |  | 10.01         |  | 
|              |  |                                                                                                                                                               |  |                           | 
|10.8          |  | Employment Offer Letter Supplement signed by the Company and Richard Kent dated February 4, 2005.                                                            |  | 8-K                       |  | February 8,2005 |  | 10.02         |  | 
|              |  |                                                                                                                                                               |  |                           | 
|10.9          |  | Employment Offer Letter signed by the Company and Richard Kent dated January 27, 2005.                                                                       |  | 8-K                       |  | February 8,2005 |  | 10.03         |  | 
|              |  |                                                                                                                                                               |  |                           | 
|10.10         |  | Form of Nonstatutory Stock Option Agreement Addendum between the Company and Richard Kent dated February 8, 2005.                                            |  | 8-K                       |  | February 8,2005 |  | 10.04         |  | 
|              |  |                                                                                                                                                               |  |                           | 
|10.11         |  | Confidential Settlement Agreement made and entered into as of August 30, 2005 by and among Sunrise Telecom Incorporated, Acterna LLC and JDS Uniphase
Corp.  |  | 10-Q                      |  | November 2,2007 |  | 10.01         |  | 
|              |  |                                                                                                                                                               |  |                           | 
|10.12         |  | Employment Offer Letter between Sunrise Telecom Incorporated and Robert Chris Pfeiffer, dated April 5, 2006.                                                 |  | 8-K                       |  | April 7,2006    |  | 10.01         |  | 



---

|              |  |                                                                                                                                                                                              |  |                           |  |                 |  |               |  |  
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- |  | --------------- |  | ------------- |  | -
|ExhibitNumber |  | Description                                                                                                                                                                                  |  | Incorporated by Reference
|              |  | Form                                                                                                                                                                                         |  | Date                      |  | ExhibitNumber   |  | FiledHerewith
|              |  |                                                                                                                                                                                              |  |                           | 
|10.13         |  | Memorandum dated April 27, 2006 from Paul Marshall, Chief Executive Officer and President of Sunrise Telecom Incorporated announcing the retention
incentive bonus program.                 |  | 8-K                       |  | May 3,2006      |  | 10.01         |  |  
|              |  |                                                                                                                                                                                              |  |                           | 
|10.14         |  | Change of Control Severance Plan, effective June 21, 2006.                                                                                                                                  |  | 8-K                       |  | June 26,2006    |  | 10.01         |  |  
|              |  |                                                                                                                                                                                              |  |                           | 
|10.15         |  | Employment Offer Letter between the Company and Gerhard Beenen.                                                                                                                             |  | 8-K                       |  | November 3,2006 |  | 99.1          |  |  
|              |  |                                                                                                                                                                                              |  |                           | 
|10.16         |  | Separation Agreement between Sunrise Telecom Incorporated and Gerhard Beenen dated July 16, 2008.                                                                                           |  | 8-K                       |  | July 21,2008    |  | 99.1          |  |  
|              |  |                                                                                                                                                                                              |  |                           | 
|10.17         |  | Management By Objective Plan (effective January 1, 2007).                                                                                                                                   |  | 10-K                      |  | November 2,2007 |  | 10.22         |  |  
|              |  |                                                                                                                                                                                              |  |                           | 
|10.18         |  | Loan and Security Agreement dated as of August 13, 2007 among Silicon Valley Bank, Sunrise Telecom Incorporated and Sunrise Telecom Broadband,
Inc.                                          |  | 8-K                       |  | August 13,2007  |  | 10.01         |  |  
|              |  |                                                                                                                                                                                              |  |                           | 
|10.19         |  | Amendment No. 1 to Loan and Security Agreement by and among Silicon Valley Bank, Sunrise Telecom Incorporated and Sunrise Telecom Broadband, Inc. dated
as of December 28, 2007.             |  | 8-K                       |  | January 3,2008  |  | 10.01         |  |  
|              |  |                                                                                                                                                                                              |  |                           | 
|10.20         |  | Amendment No. 2 and Limited Waiver to Loan and Security Agreement by and among Silicon Valley Bank, Sunrise Telecom Incorporated and Sunrise Telecom
Broadband, Inc., dated August 12, 2008. |  | 8-K                       |  | August 14,2008  |  | 99.1          |  |  
|              |  |                                                                                                                                                                                              |  |                           | 
|10.21         |  | Incentive Stock Option Agreement between the Company and Robert Heintz dated July 21, 2004.                                                                                                 |  | 10-K                      |  | November 2,2007 |  | 10.24         |  |  
|              |  |                                                                                                                                                                                              |  |                           | 
|10.22         |  | Addendum to 2000 Stock Plan Incentive Stock Option Agreement between the Company and Robert G. Heintz.                                                                                      |  | 10-K                      |  | November 2,2007 |  | 10.25         |  |  
|              |  |                                                                                                                                                                                              |  |                           | 
|10.23         |  | Paul Marshall Letter to Compensation Committee Regarding Voluntary Surrender of Options dated April 29, 2008.                                                                               |  | 10-K                      |  | October 2,2008  |  | 10.23         |  |  
|              |  |                                                                                                                                                                                              |  |                           | 
|14.1          |  | Sunrise Telecom Code of Business Ethics and Conduct.                                                                                                                                         |  | 8-K                       |  | August 14,2008  |  | 14.1          |  |  
|              |  |                                                                                                                                                                                              |  |                           | 
|21.1          |  | List of Subsidiaries.                                                                                                                                                                        |  | 10-K                      |  | October 2,2008  |  | 21.1          |  |  
|              |  |                                                                                                                                                                                              |  |                           | 
|23.1          |  | Consent of Independent Registered Public Accounting Firm.                                                                                                                                    |  | 10-K                      |  | October 2,2008  |  | 23.1          |  |  
|              |  |                                                                                                                                                                                              |  |                           | 
|31.1          |  | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                      |  |                           |  |                 |  |               |  | X
|              |  |                                                                                                                                                                                              |  |                           | 
|31.2          |  | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                      |  |                           |  |                 |  |               |  | X
|              |  |                                                                                                                                                                                              |  |                           | 
|32.1          |  | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350.                                                                             |  |                           |  |                 |  |               |  | X



| |  | Indicates management contract or compensatory plan, contract or arrangement.
|- |  | ----------------------------------------------------------------------------



---

Signatures



Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of San Jose, State of California on October 22, 2008.



SUNRISE TELECOM INCORPORATEDBy:

/s/    RICHARD D.
KENTRICHARD D. KENTChief Financial Officer




---

Exhibit Index



Set forth below is a list of exhibits that are being filed or incorporated by reference into this Amendment No. 1 to the Annual Report on Form 10-K:



|              |  |                                                                                                                                                                               |  |                           |  |                 |  |               |  | 
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- |  | --------------- |  | ------------- |  | 
|ExhibitNumber |  | Description                                                                                                                                                                   |  | Incorporated by Reference
|              |  | Form                                                                                                                                                                          |  | Date                      |  | ExhibitNumber   |  | FiledHerewith
|              |  |                                                                                                                                                                               |  |                           | 
|3.1           |  | Amended and Restated Certificate of Incorporation.                                                                                                                            |  | 10-K                      |  | March 16,2001   |  | 3.1           |  | 
|              |  |                                                                                                                                                                               |  |                           | 
|3.2           |  | Amended and Restated Bylaws.                                                                                                                                                  |  | 10-K                      |  | November 2,2007 |  | 3.2           |  | 
|              |  |                                                                                                                                                                               |  |                           | 
|4.1           |  | Specimen Stock Certificate.                                                                                                                                                   |  | S-1/A                     |  | April 13,2000   |  | 4.1           |  | 
|              |  |                                                                                                                                                                               |  |                           | 
|10.1          |  | Purchase and Sale Agreement and Escrow Instructions dated November 5, 1999 between Sunrise and Enzo Drive, LLC.                                                               |  | S-1                       |  | March 9,2000    |  | 10.2          |  | 
|              |  |                                                                                                                                                                               |  |                           | 
|10.2          |  | Form of Indemnification Agreement between Sunrise and each of its Officers and Directors.                                                                                    |  | S-1                       |  | March 9,2000    |  | 10.6          |  | 
|              |  |                                                                                                                                                                               |  |                           | 
|10.3          |  | 2000 Stock Option Plan.                                                                                                                                                      |  | S-1/A                     |  | April 13,2000   |  | 10.7          |  | 
|              |  |                                                                                                                                                                               |  |                           | 
|10.4          |  | 2000 Employee Stock Purchase Plan.                                                                                                                                           |  | S-1/A                     |  | April 13,2000   |  | 10.8          |  | 
|              |  |                                                                                                                                                                               |  |                           | 
|10.5          |  | Form of Nonstatutory Stock Option Agreement.                                                                                                                                 |  | S-8                       |  | August 8,2000   |  | 99.3          |  | 
|              |  |                                                                                                                                                                               |  |                           | 
|10.6          |  | Form of Incentive Stock Option Agreement.                                                                                                                                    |  | S-8                       |  | August 8,2000   |  | 99.4          |  | 
|              |  |                                                                                                                                                                               |  |                           | 
|10.7          |  | Amended and Restated Employment Terms signed by the Company and Richard Kent dated February 9, 2005.                                                                         |  | 8-K                       |  | February 8,2005 |  | 10.01         |  | 
|              |  |                                                                                                                                                                               |  |                           | 
|10.8          |  | Employment Offer Letter Supplement signed by the Company and Richard Kent dated February 4, 2005.                                                                            |  | 8-K                       |  | February 8,2005 |  | 10.02         |  | 
|              |  |                                                                                                                                                                               |  |                           | 
|10.9          |  | Employment Offer Letter signed by the Company and Richard Kent dated January 27, 2005.                                                                                       |  | 8-K                       |  | February 8,2005 |  | 10.03         |  | 
|              |  |                                                                                                                                                                               |  |                           | 
|10.10         |  | Form of Nonstatutory Stock Option Agreement Addendum between the Company and Richard Kent dated February 8, 2005.                                                            |  | 8-K                       |  | February 8,2005 |  | 10.04         |  | 
|              |  |                                                                                                                                                                               |  |                           | 
|10.11         |  | Confidential Settlement Agreement made and entered into as of August 30, 2005 by and among Sunrise Telecom Incorporated, Acterna LLC and JDS Uniphase
Corp.                  |  | 10-Q                      |  | November 2,2007 |  | 10.01         |  | 
|              |  |                                                                                                                                                                               |  |                           | 
|10.12         |  | Employment Agreement between Sunrise Telecom Incorporated and Robert Chris Pfeiffer, dated April 5, 2006.                                                                    |  | 8-K                       |  | April 7,2006    |  | 10.01         |  | 
|              |  |                                                                                                                                                                               |  |                           | 
|10.13         |  | Memorandum dated April 27, 2006 from Paul Marshall, Chief Executive Officer and President of Sunrise Telecom Incorporated announcing the retention
incentive bonus program.  |  | 8-K                       |  | May 3,2006      |  | 10.01         |  | 



---

|              |  |                                                                                                                                                                                             |  |                           |  |                 |  |               |  |  
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- |  | --------------- |  | ------------- |  | -
|ExhibitNumber |  | Description                                                                                                                                                                                 |  | Incorporated by Reference
|              |  | Form                                                                                                                                                                                        |  | Date                      |  | ExhibitNumber   |  | FiledHerewith
|              |  |                                                                                                                                                                                             |  |                           | 
|10.14         |  | Change of Control Severance Plan, effective June 21, 2006.                                                                                                                                 |  | 8-K                       |  | June 26,2006    |  | 10.01         |  |  
|              |  |                                                                                                                                                                                             |  |                           | 
|10.15         |  | Employment Offer Letter between the Company and Gerhard Beenen.                                                                                                                            |  | 8-K                       |  | November 3,2006 |  | 99.1          |  |  
|              |  |                                                                                                                                                                                             |  |                           | 
|10.16         |  | Separation Agreement between Sunrise Telecom Incorporated and Gerhard Beenen dated July 16, 2008.                                                                                          |  | 8-K                       |  | July 21,2008    |  | 99.1          |  |  
|              |  |                                                                                                                                                                                             |  |                           | 
|10.17         |  | Management By Objective Plan (effective January 1, 2007).                                                                                                                                  |  | 10-K                      |  | November 2,2007 |  | 10.22         |  |  
|              |  |                                                                                                                                                                                             |  |                           | 
|10.18         |  | Loan and Security Agreement dated as of August 13, 2007 among Silicon Valley Bank, Sunrise Telecom Incorporated and Sunrise Telecom Broadband,
Inc.                                         |  | 8-K                       |  | August 13,2007  |  | 10.01         |  |  
|              |  |                                                                                                                                                                                             |  |                           | 
|10.19         |  | Amendment No. 1 to Loan and Security Agreement by and among Silicon Valley Bank, Sunrise Telecom Incorporated and Sunrise Telecom Broadband, Inc. dated
as of December 28, 2007.            |  | 8-K                       |  | January 3,2008  |  | 10.01         |  |  
|              |  |                                                                                                                                                                                             |  |                           | 
|10.20         |  | Amendment No. 2 and Limited Waiver to Loan and Security Agreement by and among Silicon Valley Bank, Sunrise Telecom Incorporated and Sunrise Telecom
Broadband, Inc. dated August 12, 2008. |  | 8-K                       |  | August 14,2008  |  | 99.1          |  |  
|              |  |                                                                                                                                                                                             |  |                           | 
|10.21         |  | Incentive Stock Option Agreement between the Company and Robert Heintz dated July 21, 2004.                                                                                                |  | 10-K                      |  | November 2,2007 |  | 10.24         |  |  
|              |  |                                                                                                                                                                                             |  |                           | 
|10.22         |  | Addendum to 2000 Stock Plan Incentive Stock Option Agreement between the Company and Robert G. Heintz.                                                                                     |  | 10-K                      |  | November 2,2007 |  | 10.25         |  |  
|              |  |                                                                                                                                                                                             |  |                           | 
|10.23         |  | Paul Marshall Letter to Compensation Committee Regarding Voluntary Surrender of Options dated April 29, 2008.                                                                              |  | 10-K                      |  | October 2,2008  |  | 10.23         |  |  
|              |  |                                                                                                                                                                                             |  |                           | 
|14.1          |  | Sunrise Telecom Code of Business Ethics and Conduct.                                                                                                                                        |  | 8-K                       |  | August 14,2008  |  | 14.1          |  |  
|              |  |                                                                                                                                                                                             |  |                           | 
|21.1          |  | List of Subsidiaries.                                                                                                                                                                       |  | 10-K                      |  | October 2,2008  |  | 21.1          |  |  
|              |  |                                                                                                                                                                                             |  |                           | 
|23.1          |  | Consent of Independent Registered Public Accounting Firm.                                                                                                                                   |  | 10-K                      |  | October 2,2008  |  | 23.1          |  |  
|              |  |                                                                                                                                                                                             |  |                           | 
|31.1          |  | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                     |  |                           |  |                 |  |               |  | X
|              |  |                                                                                                                                                                                             |  |                           | 
|31.2          |  | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                     |  |                           |  |                 |  |               |  | X
|              |  |                                                                                                                                                                                             |  |                           | 
|32.1          |  | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350.                                                                            |  |                           |  |                 |  |               |  | X



| |  | Indicates management contract or compensatory plan, contract or arrangement.
|- |  | ----------------------------------------------------------------------------