Exhibit 10.4.4


January 21, 2000


T. Diane Pewitt
991 Menlo Oak Drive
Menlo Park, CA  94025

Dear Diane,

I am pleased to confirm our offer to you to join VINA Technologies, Inc. as Vice
President  of  Operations,  reporting to me. This offer is  contingent  upon our
completing reference checks.

Your  base  salary  will  be  $15,000  per  month,   annualized   $180,000  with
semi-monthly  pay  periods.  You will be eligible to earn an  additional  target
incentive  bonus  of 25% of  your  salary  based  on  achievement  of  corporate
strategic goals and  objectives.  Subject to the approval of the Company's Board
of Directors,  you will be granted an option to purchase  350,000  shares of the
Company's  Common Stock.  The exercise price per share will be equal to the fair
market value per share on the date the option is granted or on your first day of
employment,  whichever  is later.  The  option  will be subject to the terms and
conditions applicable to options granted under the Company's 1998 Stock Plan, as
described in that Plan and the  applicable  stock option  agreement.  The option
will be  immediately  exercisable,  but the purchased  shares will be subject to
repurchase  by the Company at the exercise  price in the event that your service
terminates  before  you vest in the  shares.  You will vest in 25% of the option
shares  after 12 months of  continuous  service,  and the  balance  will vest in
monthly installments over the next 36 months of continuous service, as described
in the applicable stock option agreement.

This letter  contains all of the terms of your  employment  with the Company and
supersedes  any prior  understandings  or  agreements,  whether oral or written,
between you and the Company.

This  letter  agreement  may not be  amended  or  modified  except by an express
written  agreement  signed by you and a duly authorized  officer of the Company.
The terms of this letter  agreement  and the  resolution of any disputes will be
governed by California Law.

This offer  constitutes  employment at will, which may be terminated at any time
by you or VINA  Technologies,  Inc. for any reason,  with or without cause. This
offer of  employment is  contingent  upon your signing the Employee  Proprietary
Information   and  Inventions   Agreements  and  compliance   with  the  Federal
Immigration Reform and Control Act of 1986.

This offer of employment  will be valid until the close of business  January 28,
2000.  To accept this offer,  please sign and return this offer  letter to me by
that date. Should you have any questions, do not hesitate to call me.





T. Diane Pewitt
January 21, 2000
Page 2


Diane,  we look  forward  to your  acceptance  of our  offer and if you have any
questions, please give me a call.

Sincerely,



/s/ Steven M. Bauman

Steven M. Bauman
President & CEO



I am pleased to accept this offer with VINA Technologies,  Inc. I will report to
work on

   3-13-00
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   /s/ T. Diane Pewitt                              1/27/00
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   Signature                                        Date