STOCK REPURCHASE AGREEMENT

Exhibit 10.10

STOCK REPURCHASE AGREEMENT

This Stock Repurchase Agreement (the "AGREEMENT") is made and

entered into effective as of June 4, 2002, by and between Passave Inc., a

Delaware corporation (separately or collectively with its subsidiary, Passave

Ltd., as applicable, "PASSAVE" or the "COMPANY"), Victor Vaisleib ("VV") and

Pshoo, LLC ("PSHOO" or the "SHAREHOLDER").

RECITALS

A. Passave and certain investors (the "INVESTORS"), have entered

into a Stock Purchase Agreement and related agreements (the "INVESTMENT

AGREEMENTS"), pursuant to which the Investors shall purchase Series B Preferred

Stock of the Company (the "INVESTMENT"), under the terns set forth therein.

B. Following the consummation of the Investment (the "CLOSING"),

VV (holding his Shares via Pshoo will be the beneficial owner of such amount of

shares of Common Stock of Passave as set forth opposite his signature herein

(the "SHARES").

C. Following the Closing, VV will continue to be employed by

Passave.

D. As an inducement for the Investors to consummate the

Investment, the Investors desire VV to, and VV is willing to, subject the

Unvested Shares (as defined below) to repurchase by the Company, subject to the

terms and conditions provided herein.

NOW, THEREFORE, in consideration of the premises and mutual

covenants and agreements hereinafter set forth, the parties hereto, intending to

be legally bound, hereby agree as follows:

1. VESTING; COMPANY RIGHT TO REPURCHASE.

1.1 VESTING. Upon the Closing, twenty-five percent (25%) of the Shares

will be deemed "Vested" and fully owned by the Shareholder, and the Company

shall have no right with respect thereto. The remaining seventy-five percent

(75%) of the Shares will be deemed "Unvested." Although all of the Shares

(whether Vested or Unvested) will entitle the Shareholder to all of the rights

accorded to a holder of Common Stock of Passave Inc. (including the right to

cash dividends, if any, and the right to vote such Shares), the Unvested Shares

(as defined in Section 1.5 below) will remain subject to repurchase pursuant to

Section 1.3. The Unvested Shares shall become Vested Shares in equal portions on

a quarterly basis over the forty-eight (48) month period following the Closing,

beginning on June 4, 2002.

1.2 ESCROW. As security for the faithful performance of this

Agreement, Shareholder agrees to deliver such certificate(s) together with stock

power in the form attached hereto as EXHIBIT A, executed by Stockholder (with

the date and number of Shares left blank), to Naschitz, Brandes & Co., Israeli

counsel to the Company ("ESCROW AGENT"); said documents are to be held by the

Escrow Agent pursuant to the Joint Escrow Instructions of the Company and the

Stockholder as set forth in EXHIBIT B hereto and incorporated herein by this

reference, which instructions shall also be delivered to the Escrow Agent.

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1.3 PASSAVE'S RIGHT TO REPURCHASE UNVESTED SHARES.

(a) In the event that (i) The Company terminates VV's employment

with the Company for Cause; or (ii) VV resigns or voluntarily departs from his

employment with Passave for any reason other than Good Reason (each, a "Trigger

Event"), then, for a period of thirty (30) days after the Trigger Event, the

Company shall have the right, but not an obligation, to repurchase all of the

Shares owned or held by VV and/or the Shareholder or any Permitted Transferee

thereof that remain Unvested as of the date of such Trigger Event, for a price

equal to the par value of such Unvested Shares.

(b) In the event that the Company terminates VV's employment with

the Company for any reason other than for Cause, then, for a period of thirty

(30) days after the date of termination of employment, the Company shall have a

right, but not an obligation, to repurchase fifty percent (50%) of the Unvested

Shares owned or held by the Shareholder, and/or VV, or any Permitted Transferee

thereof, that remain Unvested on the date of such termination, for a price equal

to the par value of such Unvested Shares (such exercise by the Company of its

right to repurchase Shares pursuant to this Sections 1.3(a) and 1.3(b) herein, a

"REPURCHASE") and the balance of the shares (i.e., the Shares that are not

subject to a Repurchase) shall immediately and automatically vest, PROVIDED that

the Repurchase right granted under this Subsection 1.3(b) is approved by at

least five (5) out of the six (6) members of the Board of Directors of the

Company.

(c) The Repurchase shall be performed by the Company by written

notice to VV. The Company shall become the legal and beneficial owner of the

Shares being repurchased and all rights and interest therein or related thereto,

and the Company shall have the right to transfer to its own name the number of

Unvested Shares being repurchased by the Company, without further action by VV.

1.4 ACCELERATED VESTING OF SHARES. All of VV's Unvested Shares shall

immediately and automatically Vest and no longer be subject to repurchase by the

Company pursuant to Section 1.3 of this Agreement, upon the termination of VV's

employment with the Company (i) by the Company, for any reason other than for

Cause, and other than as set forth in Section 13(b), (ii) by VV for Good Reason,

at any time within thirty (30) days of the occurrence of the event that

constitutes such Good Reason, or (iii) due to death or disability.

1.5 CHANGE OF CONTROL.

1.5.1 In the event of a Change of Control, in which the

consideration received by the stockholders of the Company is OTHER THAN (i)

cash, or (ii) stock of a corporation which is actively traded on an active

public market, any Unvested Shares which are assumed or substituted by shares

covering the stock of a successor entity, or a parent or subsidiary thereof,

with appropriate adjustments as to the number and kinds of shares or units and

exercise prices, shall continue in the manner and under the terms so provided.

The Unvested Shares shall be considered assumed if, the surviving entity assumes

this agreement and if following consummation of the Change of Control, the

Unvested Shares immediately prior to the consummation of the Change of Control,

are replaced by the consideration (whether shares, or other securities or

property) received in the transaction by the Shareholder of the Company for

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each share held on the effective date of the transaction (and if shareholders

were offered a choice of consideration, the type of consideration chosen by the

holders of a majority of the outstanding shares);

1.5.2 In the event of a Change of Control in which the consideration

received by the stockholders of the Company is OTHER THAN (i) cash, or (ii)

stock of a corporation which is actively traded on an active public market, AND

VV's employment is terminated by the Company for any reason other than Cause

within nine (9) months after the Change of Control, then All of VV's Unvested

Shares shall immediately and automatically Vest and no longer be subject to

repurchase by the Company pursuant to Section 1.3 of this Agreement.

1.5.3 In the event of a Change of Control in which the consideration

received by the stockholders of the Company is (i) cash, or (ii) stock of a

corporation which is actively traded on an active public market, then All of

VV's Unvested Shares shall immediately and automatically Vest and no longer be

subject to repurchase by the Company pursuant to Section 1.3 of this Agreement.

1.5.4 "Change of Control" shall mean (A) the acquisition of the

Company by another entity by means of any transaction or series of related

transactions (including, without limitation, any reorganization, merger or

consolidation); or (B) a sale of all or substantially all of the assets of the

Corporation; unless in each case, the Company's stockholders of record as

constituted immediately prior to such acquisition or sale will, immediately

after such acquisition or sale (by virtue of securities issued as consideration

for the Corporation's acquisition or sale or otherwise) hold at least fifty

percent (50%) of the voting power of the surviving or acquiring entity.

1.6 STOCK SPLITS, STOCK DIVIDENDS, ETC. Any shares of capital stock of

Passave received by VV with respect to the Unvested Shares as the result of any

stock dividend, stock split, recapitalization or other similar event, shall be

considered "Unvested Shares" for all purposes of this Agreement and shall be

subject to the same vesting schedule as VV's Unvested Shares with respect to

which they were received.

2. TRANSFER OF UNVESTED SHARES.

2.1 PROHIBITED AND PERMITTED TRANSFERS. In addition to any other

limitation on Transfer (as defined below), VV may not Transfer any Unvested

Shares, or any interest therein, except to a Permitted Transferee and as

expressly provided in this Section 2, and in any event only after compliance

with the specific limitations and conditions set forth in this Section 2 and all

applicable securities laws. Any purported Transfer other than a Permitted

Transfer is void and is of no effect, and no purported transferee thereof will

be recognized as a holder of the Unvested Shares for any purpose whatsoever.

Should such a Transfer purport to occur, Passave may refuse to carry out the

Transfer on its books, set aside the Transfer, or exercise any other legal or

equitable remedy.

2.2 CONDITIONS TO TRANSFER. It shall be a condition to any Permitted

Transfer that:

(1) The transferee of the Unvested Shares shall execute all

such documents as Passave reasonably may require to ensure that Passave's rights

under this

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Agreement are adequately protected with respect to such Unvested Shares,

including, without limitation, the transferee's agreement to be bound by all

terms and conditions of this Agreement, as if he, she or it were the original

holder of such Unvested Shares; and

(2) Passave is reasonably satisfied that such Transfer

complies in all respects with the requirements imposed by applicable securities

laws and regulations.

3. CERTAIN DEFINITIONS. For purposes of this Agreement:

3.1 "Cause" shall mean the existence of:

(1) VV's conviction of or pleading guilty to any felony

which the board of directors of the Company reasonably believes had or will have

a material detrimental effect on the company's reputation or business; or

(2) VV's willful breach of his fiduciary duties to Passave

(it being understood that an action taken by VV which VV reasonably believes is

in the best interests of Passave shall not be deemed a "willful breach") or any

act of personal dishonesty in connection with his responsibilities to the

Company that is intended to result in substantial, direct or indirect, personal

enrichment of VV; or

(3) any material breach by VV of his Confidentiality and Non

Disclosure Agreement that is capable of being cured and is not so cured wit