Amendment No. 1 To The Shareholders' Agreement

EXHIBIT 10.34


EXECUTION COPY


CONFIDENTIAL TREATMENT REQUESTED; PORTIONS OMITTED FROM
THE PUBLICLY-FILED DOCUMENT AND FOR WHICH CONFIDENTIAL
TREATMENT IS REQUESTED ARE DENOTED BY ASTERISK


AMENDMENT NO. 1 TO THE SHAREHOLDERS AGREEMENT


This Amendment No. 1 to the Shareholders Agreement ("Amendment No. 1") is made and entered into effective as of July 31, 2004 ("Amendment Effective Date") by and among SHENZHEN HUAWEI INVESTMENT & HOLDING CO. LTD., a limited liability company organized and existing under the laws of the People's Republic of China ("Huawei Holding"), 3COM TECHNOLOGIES, a corporation organized under the laws of the Cayman Islands and a wholly owned subsidiary of 3Com Corporation ("3Com") ("3Com Technologies" and, together with 3Com, the "3Com Parties") and HUAWEI-3COM CO., LTD., a company incorporated under the laws of Hong Kong (the "JVCO"; each of the JVCO, Huawei Holding and 3Com Technologies, a "Party" and, collectively, the "Parties").


RECITALS


A. Huawei Holding, 3Com Technologies and JVCO are parties to the Shareholders Agreement dated November 15, 2003 ("Agreement").


B. The Parties desire to amend the Agreement to *.


C. Unless otherwise provided in this Amendment No. 1, terms designated by initial capital letters shall have the same meaning as set forth in the Shareholders Agreement.


NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereto agree as follows:


1. Section 6.02 (d). A new section, Section 6.02(d) is added to the Agreement in its entirety as follows:


"(d) *

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