Thanks Martin!
Well, checked against KB you provided and seems that all standard setup is correct... There is a link to some troubleshooting document inside (http://www.vmware.com/pdf/vsp_4_vmdirectpath_host.pdf) that provides some more information on various parameters... I'll check some options.
Regarding network; setup is very simple; single subnet, no VLANs, connecting to Cisco SLM2008 managed switch. I tried to play with various NIC configuration parameters inside VM and verify traffic statistics on the switch; basically it always negotiate, switch sends some packets, but do not receive anything from NIC. I tried to force lower connection speeds, disable/enable various features (like HW offloads, checksums, jumbo frames etc), but nothing changed...
As next step I'll try to verify NIC/driver setup in other physical machine to verify that this combo works properly, then review document I mentioned to tinker with ESXi/VM configuration for passthrough... lets see...