Exhibit 10.4 Addendum to 2000 Stock Plan Nonstatutory Stock Option Agreement between Sunrise Telecom Incorporated and Richard Kent

Sunrise Telecom Incorporated, a Delaware corporation (the "Company"), has granted an Option to purchase shares of its common stock (the "Shares") to the Optionee named below. The terms and conditions of the Option are set forth in this Addendum, in the Nonstatutory Stock Option Agreement (the "NSO Agreement") to which this Addendum is attached and in the Company's 2000 Stock Plan (the "Plan").

Additional Terms and Conditions Applicable to Option Vesting:

                    For purposes of the NSO Agreement, "Change in Control" is defined as the following:

(i)         The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity's securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who owned less than 10% of the Company immediately prior to such merger, consolidation or other reorganization;

(ii)        The sale, transfer or other disposition of all or substantially all of the Company's assets;

(iii)        A change in the composition of the board of directors of the Company, as a result of which fewer than one-half of the incumbent directors are directors who either (i) had been directors of the Company on the date 24 months prior to the date of the event that may constitute a Change in Control (the "original directors") or (ii) were elected, or nominated for election, to the board with the affirmative votes of at least a majority of the aggregate of the original directors who were still in office at the time of the election or nomination and the directors whose election or nomination was previously so approved; or

(iv)        Any transaction which results in the combination of Paul Chang, Paul Marshall, and Robert C. Pfeiffer holding less than 30% of the outstanding shares of the Company.

This Addendum will become effective upon the date of execution.

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the NSO Agreement and the Plan.

Unless specifically modified hereby, the terms of the NSO Agreement remain the same.

This Addendum, the NSO Agreement and the Plan together represent the entire agreement of the parties with respect to the shares covered by the NSO Agreement. This Addendum and the NSO Agreement may not be amended or modified except by an instrument in writing signed by the Company and Optionee.

By signing this Addendum, Optionee agrees to all the terms and conditions described in this Addendum, in the attached NSO Agreement and in the Plan.

IN WITNESS WHEREOF, COMPANY and OPTIONEE have signed this Addendum.