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                                                                   Exhibit 10.51

June 14, 2002

Jim Stair
1329 Vancouver Ave.
Burlingame, CA 94010

                          Re: Addendum to Offer Letter

Dear Jim,

         This letter acts as an addendum (the "Addendum") to the offer letter
dated April 20, 2001 (the "Offer Letter") between you and Integrated Telecom
Express, Inc. (the "Company"). This Addendum amends the Offer Letter and
supersedes all provisions related to severance and target bonus payments,
effective July 31, 2002 (the "Effective Date"). All other provisions of the
Offer Letter shall remain in full force and effect.

         In consideration for your continued employment with the Company and to
assist in its liquidation process (the "Liquidation"), you shall be entitled to
the following:

         Upon the date that the shareholders approve the Liquidation of the
Company, your outstanding options to purchase common stock of the Company (the
"Options") shall immediately vest and become exercisable as to 100% of the
shares subject to such Options. Thereafter, the Options shall continue to be
bound by and subject to the option plan and option agreements under which they
were granted.

         As of the Effective Date, you have earned $25,000 of your target
performance bonus of $50,000. The Company shall pay you such earned bonus, less
applicable withholding, on the first regular payroll date following the
Effective Date. Following the Effective Date, upon completion of each applicable
Liquidation Task (as defined below) prior to your termination of employment, the
Company shall, on the first regular payroll date following the completion of
such Liquidation Task, pay you a portion of the remaining target performance
bonus in a lump-sum payment equal to the amount described below. A "Liquidation
Task" shall mean one of the following tasks, each of which the Company believes
is critical to the consummation of the Liquidation (collectively, the
"Liquidation Tasks"):

                (i) Mailing of Proxy. On the date the Company mails to its
stockholders the proxy statement for the special meeting of stockholders at
which the Company's stockholders will consider a proposal to approve the
Liquidation, the Company shall pay $2,500, less applicable withholding taxes
(with payment due on the first regular payroll date following the completion of
this Liquidation Task).

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                (ii)    Filing of Certificate of Dissolution. On the date the
Company files the certificate of dissolution following the date the Company's
stockholders approve the Liquidation, the Company shall pay you $2,500, less
applicable withholding taxes (with payment due on the first regular payroll date
following the completion of this Liquidation Task).

                (iii)   Completion of Plan for Liquidation. On the date of
completion of a plan outlining in reasonable detail the essential elements and
tasks intended to establish that the Company and the Board have acted in due
care in consummating the Liquidation, the Company shall pay you $6,250, less
applicable withholding (with payment due on the first regular payroll date
following the completion of this Liquidation Task).

                (iv)    Resolution of Leaseholds. On the date the Company
reaches a final written agreement with the landlord for its facilities at 400
Race Street, San Jose, California with respect to the Company's obligations
under the lease for such facility, the Company shall pay you $2,500, less
applicable withholding (with payment due on the first regular payroll date
following the completion of this Liquidation Task).

                (v)     Employee Terminations. On the date the Company completes
the final termination of Company employees, other than those employees necessary
to assist in the consummation of the Liquidation as determined in good faith by
Jim Regel and Jim Williams, the Company shall pay you $2,500, less applicable
withholding (with payment due on the first regular payroll date following the
completion of this Liquidation Task).

                (vi)    Initial Distribution. On the date the Company makes its
initial distribution of assets to the Company's stockholders in connection with
the Liquidation (the "Initial Distribution"), the Company shall pay you $6,250,
less applicable withholding (with payment due on the first regular payroll date
following the completion of this Liquidation Task).

                (vii)   Final Tax Filings. On the date the Company has provided
to its independent accountants all information reasonably requested by such
accountants in connection with the preparation of the Company's corporate tax
returns and any other tax related filings for the tax year in which the Initial
Distribution occurs, the Company shall pay you $2,500, less applicable
withholding (with payment due on the first regular payroll date following the
completion of this Liquidation Task). The Company shall use its reasonable
efforts to cause its independent accountants to deliver a request for
information as soon as practicable after the Effective Date. After such
information has been provided, the Company shall in writing make a final inquiry
of its independent accountants regarding their need for additional information.
If the independent accountants confirm that they have received all reasonably
requested information (or fail to respond to such inquiry within twenty (20)
calendar days), then this Liquidation Task shall be deemed completed. If the
independent accountants reasonably request additional information, then this
Liquidation Task shall be deemed completed upon delivery of such additional
information.

        In addition, if your employment with the Company is involuntarily
terminated for other than for "Cause" (as defined below), and you sign and do
not revoke a standard release of claims with the Company, then, you shall be
entitled to (i) receive a lump-sum severance payment (less applicable
withholding taxes) equal to your base salary rate, as then in effect, for a
period of six (6) months to

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be paid in a lump sum within thirty (30) days of the date of your termination,
(ii) payment of the unearned portion of the remaining target performance bonus,
if any, as if the Liquidation Tasks had been completed in full, and (iii)
reimbursement by the Company of the group health continuation coverage premiums
for you and your eligible dependents under Title X of the Consolidated Budget
Reconciliation Act of 1985, as amended ("COBRA") as in effect through the lesser
of (x) six (6) months from the effective date of such termination, (y) the date
upon which you and your eligible dependents become covered under similar plans,
or (z) the date Executive no longer constitutes a "Qualified Beneficiary" (as
such term is defined in Section 4980B(g) of the Internal Revenue Code of 1986,
as amended (the "Code")); provided, however, that you will be solely responsible
for electing such coverage within the required time periods. Your voluntary
resignation following the completion of all of the Liquidation Tasks set forth
above will be considered a termination without Cause for purposes of this
severance provision, and you will be entitled to the severance benefits set
forth in this paragraph.

        For purposes of this Addendum, "Cause" is defined as (i) an act of
dishonesty made by you in connection with your responsibilities as an employee,
(ii) your conviction of, or plea of nolo contendere to, a felony, (iii) your
gross misconduct, or (iv) your continued substantial violations of his
employment duties after you have received a written demand for performance from
the Company which specifically sets forth the factual basis for the Company's
belief that you have not substantially performed your duties.

        In the event of any dispute or claim relating to or arising out of your
employment relationship with the Company, you and the Company agree that (i) any
and all disputes between you and the Company shall be fully and finally resolved
by binding arbitration, (ii) you are waiving any and all rights to a jury trial
but all court remedies will be available in arbitration, (iii) all disputes
shall be resolved by a neutral arbitrator who shall issue a written opinion,
(iv) the arbitration shall provide for adequate discovery, and (v) the Company
shall pay all arbitration fees.

        By countersigning this letter, you confirm that this Addendum supersedes
sthe provisions in your Offer Letter, and any other understandings, whether
written or oral, relating to severance benefits and the payment of any target
bonuses. In the event of any inconsistencies between the Offer Letter and this
Addendum, this Addendum will control.

        You also acknowledge that you have had the opportunity to discuss this
matter with and obtain advice from your private attorney, have had sufficient
time to, and have carefully read and fully understand all the provisions of this
Addendum and your Offer Letter, and are knowingly and voluntarily entering into
this Addendum.

        This Addendum to your Offer Letter does not alter the nature of your
employment with the Company, and your employment remains "at will" and is of nos
specific duration.

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         If you have any questions concerning this offer, please contact me
immediately at (408) 513-9207. If you accept our offer, please sign this offer
letter where indicated and return it to me or fax it to (408) 513-9405. This
offer will expire of its own accord if it is not accepted in writing by 5pm on
July 31, 2002.

Sincerely,                                 Accepted and agreed

/s/ James Regel                            By: /s/ Jim Stair
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JAMES G. REGEL                                 JIM STAIR
PRESIDENT & CEO

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