CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
      SECURITIES AND EXCHANGE COMMISSION.  ASTERISKS DENOTE SUCH
                             OMISSIONS.
                                                     Exhibit 10.2
                                                     ------------
                             AMENDMENT

Amendment by and between Shiva Corporation, a Massachusetts
corporation, with offices at 28 Crosby Drive, Bedford, MA  and
Northern Telecom Inc., a Delaware corporation, with offices at
4001 E. Chapel Hill-Nelson Hwy., Research Triangle Park, NC.

Northern Telecom Inc. and Shiva Corporation agree that:

   (a) Section 5 of that certain Agreement by and between Shiva
       Corporation and Northern Telecom Inc. which was executed
       by the parties thereto on February 27, 1998 ("2/27/98
       Agreement") is deleted in its entirety and replaced with
       the following:

       5. Upon the exercise under Section 4 above by NORTEL of
          its rights pursuant to Section 16.5 of the M&A
          Agreement (as amended as described above) with respect
          to the PRODUCTS described in Exhibit E, Addenda 6 and
          7, SHIVA shall at NORTEL's option, (which may be
          exercised through December 31, 1998) and for and in
          consideration of the payment of Six Million Dollars
          ($6,000,000.00) by NORTEL to SHIVA: provided that such
          sum shall be payable in equal quarterly installments
          over ten (10) calendar quarters: (a) provide to NORTEL
          within ***** (**) days of the exercise of such option a
          ******* in form satisfactory to NORTEL pursuant to
          which NORTEL, and any *********** as NORTEL may
          ********* ("NORTEL ********"), including, but not
          limited to, ************************** and/or its
          parent, subsidiary and affiliated companies, entities
          and all of their shareholders, directors, officers,
          employees, attorneys, agents, successor and assigned
          (collectively, "*****") shall be *********** and
          ************************* any and all ****** and ******
          which SHIVA (including its officers, directors,
          shareholders, employees, agents, assigns, transferees
          and beneficiaries) may have ************************
          ******* NORTEL, a NORTEL ********, including, but not
          limited to, *****, including, but not limited to, any
          such ****** and ****** which SHIVA ********* to NORTEL
          by letter dated January 29, 1998 from James L. Zucco to
          Glenn Falcao, and all related or similar ******
          and ******, including without limitation any patent,
          trade secret and/or other intellectual property
          ************ or *********************** and any
          **************** or ***************************
          ********************, with respect to NORTEL, or any
          NORTEL ********, including, but not limited to, *****,
          or (b) assign to NORTEL or any NORTEL ******** all such
          ****** and ****** within such ***** (**) day period in
          form satisfactory to NORTEL.  Such **********
          assignment shall be effective upon payment of the first
          quarterly payment of Six Hundred Thousand Dollars
          ($600,000.00) set forth in this Section and shall be
          subject to revocation by SHIVA in the event NORTEL is
          in breach of its obligation to pay any of the quarterly
          payments set forth in Sections 4 or 5 for more than
          thirty (30) days after written notice of such breach is
          provided to NORTEL by SHIVA.  Such ******* or
          assignment shall also not be subject to or conditioned
          upon any regulatory approvals which may be required
          with respect to the exercise by NORTEL of the rights
          set forth in Section 4.

      CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
       SECURITIES AND EXCHANGE COMMISSION.  ASTERISKS DENOTE SUCH
                              OMISSIONS.

   (b) Section 7 of the 2/27/98 Agreement is deleted in its
       entirety and replaced with the following:

       7. SHIVA's standard and published United States list price
          for each PRODUCT ordered by NORTEL shall be reduced by
          a discount of ***** percent (**%) except as follows:
          (a) a discount of **% for Rapport 112 PRODUCTS which
          are sold to CARRIER/ISPs and Nortel agrees that it will
          not sell Rapport 112 PRODUCTS or Rapport 678 PRODUCTS
          which include components provided from SHIVA at **%
          discount, to ENTERPRISE markets and/or customers, and
          (b) RCAS PRODUCT which shall be ordered at the price
          specified in Exhibit E, Addendum 6.

This Amendment may be executed by the parties hereto on separate
counterparts, each of which shall constitute an original, but all
of which when taken together shall constitute but one and the
same instrument.  Any signature of this Agreement by a party
which is communicated by that party to the other party through
facsimile shall constitute execution of this Agreement by the
communicating party.

Except as set forth in this Amendment, the above-referenced
Agreement between Shiva Corporation and Northern Telecom Inc.
shall remain unchanged and enforceable in accordance with its
terms.


Shiva Corporation                 Northern Telecom Inc.


By: /s/ James L. Zucco            By: /s/ Glenn Falcao
    -----------------------           --------------------------
                                          Vice President/General
                                          Manager
Title: President & CEO            Title:  Public Data Networks
       --------------------               ----------------------
Date:  March 13, 1998             Date:   March 13, 1998
       --------------------               ----------------------

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