S-8

As filed with the Securities and Exchange Commission on June 25, 2004

Registration No. 333-_______

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
Under
The Securities Act of 1933

BROADCOM CORPORATION

(Exact name of registrant as specified in its charter)

California	33-0480482
(State or other jurisdiction
of incorporation or organization)	(IRS Employer Identification No.)

16215 Alton Parkway, Irvine, California 92618
(Address of principal executive offices) (Zip code)

Broadcom Corporation 1998 Stock Incentive Plan, as amended and restated
Broadcom Corporation 1998 Employee Stock Purchase Plan, as amended and restated
M-Stream, Inc. 2002 Share Incentive Plan, as amended (as assumed by Broadcom Corporation)

(Full title of the Plans)

David A. Dull, Esq.
Vice President of Business Affairs, General Counsel and Secretary
Broadcom Corporation
16215 Alton Parkway, Irvine, California 92618
(Name and address of agent for service)
(949) 450-8700
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

	Amount			Proposed Maximum			Proposed Maximum
Title of Securities	to be			Offering Price			Aggregate			Amount of
to be Registered	Registered(1)			Per Share			Offering Price			Registration Fee
Broadcom Corporation 1998 Stock Incentive Plan Class A Common Stock, $.0001 par value		25,771,000	shares	$	42.81	(2)	$	1,103,256,510.00	(2)	$	139,782.60
Broadcom Corporation 1998 Employee Stock Purchase Plan Class A Common Stock, $.0001 par value		3,060,222	shares	$	42.81	(2)	$	131,008,103.82	(2)	$	16,598.73
M-Stream, Inc. 2002 Share Incentive Plan, as amended (as assumed by Broadcom Corporation)
Class A Common Stock $.0001 par value		25,023	shares	$	1.11	(3)	$	27,775.53	(3)	$	3.52
Total		28,856,245	shares				$	1,234,292,389.35		$	156,384.85

(1)	This Registration Statement shall also cover any additional shares of Broadcom Corporation’s Class A Common Stock that become issuable under any of the following plans by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without Broadcom Corporation’s receipt of consideration that results in an increase in the number of Broadcom Corporation’s outstanding shares of Class A Common Stock: (a) the Broadcom Corporation 1998 Stock Incentive Plan, as amended and restated, (b) the Broadcom Corporation 1998 Employee Stock Purchase Plan, as amended and restated, and (c) the M-Stream, Inc. 2002 Share Incentive Plan, as amended and assumed by Broadcom Corporation.
(2)	Calculated solely for the purpose of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the high and low selling prices per share of Broadcom Corporation’s Class A Common Sock on June 18, 2004, as reported on the NASDAQ National Market.
(3)	Calculated solely for the purpose of this offering under Rule 457(h) of the Securities Act on the basis of the weighted average exercise price of the outstanding options.

TABLE OF CONTENTS

PART II
	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption from Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
EXHIBIT INDEX
EXHIBIT 5.1
EXHIBIT 23.1
EXHIBIT 99.3
EXHIBIT 99.4
EXHIBIT 99.5
EXHIBIT 99.6

PART II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference

     Broadcom Corporation (“Broadcom”) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “SEC”):

(a)	Broadcom’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed March 15, 2004 with the SEC;
(b)	Broadcom’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004, filed May 10, 2004 with the SEC;
(c)	All other reports filed pursuant to Section 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by Broadcom’s latest Annual Report referred to in (a) above; and
(d)	Broadcom’s Registration Statement No. 000-23993 on Form 8-A filed April 6, 1998 with the SEC, in which there is described the terms, rights and provisions applicable to Broadcom’s Class A Common Stock, and any other amendments or reports filed for the purpose of updating such description.

     All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K under the Exchange Act shall not be incorporated by reference into this Registration Statement. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

     Not applicable.

Item 5. Interests of Named Experts and Counsel

     Not applicable.

Item 6. Indemnification of Directors and Officers

     Broadcom’s Articles of Incorporation limit the personal liability of its directors for monetary damages to the fullest extent permitted by the California General Corporation Law (the “California Law”). Under the California Law, a director’s liability to a company or its shareholders may not be limited with respect to the following items: (i) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) acts or omissions that a director believes to be contrary to the best interests of the company or its shareholders or that involve the absence of good faith on the part of the director, (iii) any transaction from which a director derived an improper personal benefit, (iv) acts or omissions that show a reckless disregard for the director’s duty to the company or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director’s duties, of a risk of a serious injury to the company or its shareholders, (v) acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the company or its shareholders, (vi) contracts or transactions between the company and a director within the scope of Section 310 of the California Law, (vii) improper distributions, loans and guarantees under Section 316 of the California Law, (viii) acts or omissions occurring prior to the date such provision eliminating or limiting the personal liability of a director became effective or (ix) acts or omissions as an officer, notwithstanding that the officer is also a director or that his or her actions, if negligent or improper, have been ratified by the directors. The limitation of liability does not affect the availability of injunctions and other equitable remedies available to Broadcom’s shareholders for any violation by a director of the director’s fiduciary duty to Broadcom or its shareholders.

II-1

     Broadcom’s Articles of Incorporation also include an authorization for Broadcom to indemnify its “agents” (as defined in Section 317 of the California Law) through bylaw provisions, by agreement or otherwise, to the fullest extent permitted by law. Pursuant to this provision, Broadcom’s Bylaws provide for indemnification of Broadcom’s directors. In addition, Broadcom may, at its discretion, provide indemnification to persons whom Broadcom is not obligated to indemnify, including its officers, employees and other agents. The Bylaws also allow Broadcom to enter into indemnity agreements with individual directors, officers, employees and other agents. Such indemnity agreements have been entered into with all directors and executive officers and provide the maximum indemnification permitted by law. These agreements, together with Broadcom’s Bylaws and Articles of Incorporation, may require Broadcom, among other things, to indemnify these directors or executive officers (other than for liability resulting from willful misconduct of a culpable nature), to advance expenses to them as they are incurred, provided that they undertake to repay the amount advanced if it is ultimately determined by a court of competent jurisdiction that they are not entitled to indemnification, and to obtain directors’ and officers’ insurance if available on reasonable terms. Section 317 of the California Law and Broadcom’s Bylaws makes provision for the indemnification of officers, directors and other corporate agents in terms sufficiently broad to indemnify such persons, under certain circumstances, for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933, as amended (the “Securities Act”).

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

Exhibit Number	Exhibit
4.1	Instruments Defining the Rights of Shareholders. Reference is made to Broadcom’s Registration Statement No. 000-23993 on Form 8-A, together with the amendments and exhibits thereto, which is incorporated herein by reference pursuant to Item 3(d).
5.1	Opinion and consent of Morgan Lewis & Bockius LLP.
23.1	Consent of Ernst & Young LLP, Independent Auditors.
23.2	Consent of Morgan Lewis & Bockius LLP is contained in Exhibit 5.1.
24.1	Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1*	Broadcom Corporation 1998 Stock Incentive Plan (as amended and restated through March 23, 2004).
99.2**	Broadcom Corporation 1998 Employee Stock Purchase Plan (as amended and restated through March 21, 2003).
99.3	M-Stream, Inc. 2002 Share Incentive Plan, as amended (as assumed by Broadcom).
99.4	Form of Option Agreement for Israeli Employees under the M-Stream, Inc. 2002 Share Incentive Plan, as amended.
99.5	Form of Option Agreement for Israeli Directors under the M-Stream, Inc. 2002 Share Incentive Plan, as amended.
99.6	Form of Option Agreement for Non-Israeli Directors & Consultants under the M-Stream, Inc. 2002 Share Incentive Plan, as amended.

*	Exhibit 99.1 is incorporated herein by reference to Exhibit 10.4 to Broadcom’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, filed May 10, 2004 with the SEC.
**	Exhibit 99.2 is incorporated herein by reference to Exhibit 10.1 to Broadcom’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, filed November 7, 2003 with the SEC.

Item 9. Undertakings

     A. The undersigned registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act, (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference into this Registration Statement; (2) that, for the purpose of determining any liability under the Securities Act each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offerings of those securities made pursuant to the Broadcom Corporation 1998 Stock Incentive Plan, as amended and restated, the Broadcom Corporation 1998 Employee Stock Purchase Plan, as amended and restated, and the M-Stream, Inc. 2002 Share Incentive Plan, as amended and assumed by Broadcom.

II-2

     B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the indemnification provisions summarized in Item 6 above, or otherwise, the registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Irvine, California, on this 25^th day of June, 2004.

BROADCOM CORPORATION
By:	/s/ Alan E. Ross
	Alan E. Ross
	President and Chief Executive Officer

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Broadcom Corporation, a California corporation, do hereby constitute and appoint Alan E. Ross and Henry Samueli and each of them, their lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Alan E. Ross Alan E. Ross	President, Chief Executive Officer and Director (Principal Executive Officer)	June 25, 2004
/s/ Henry Samueli Henry Samueli, Ph.D.	Chairman of the Board and Chief Technical Officer	June 25, 2004
/s/ William J. Ruehle William J. Ruehle	Vice President and Chief Financial Officer (Principal Financial Officer)	June 25, 2004
/s/ Bruce E. Kiddoo Bruce E. Kiddoo	Vice President and Corporate Controller (Principal Accounting Officer)	June 25, 2004
/s/ George L. Farinsky George L. Farinsky	Director	June 25, 2004
/s/ John Major John Major	Director	June 25, 2004
/s/ Robert E. Switz Robert E. Switz	Director	June 25, 2004
/s/ Werner F. Wolfen Werner F. Wolfen	Director	June 25, 2004

II-4

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

EXHIBITS

TO

FORM S-8

UNDER THE

SECURITIES ACT OF 1933

BROADCOM CORPORATION

EXHIBIT INDEX

Exhibit Number	Exhibit
4.1	Instruments Defining the Rights of Shareholders. Reference is made to Broadcom’s Registration Statement No. 000-23993 on Form 8-A, together with the amendments and exhibits thereto, which is incorporated herein by reference pursuant to Item 3(d).
5.1	Opinion and consent of Morgan Lewis & Bockius LLP.
23.1	Consent of Ernst & Young LLP, Independent Auditors.
23.2	Consent of Morgan Lewis & Bockius LLP is contained in Exhibit 5.1.
24.1	Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1*	Broadcom Corporation 1998 Stock Incentive Plan (as amended and restated through March 23, 2004).
99.2**	Broadcom Corporation 1998 Employee Stock Purchase Plan (as amended and restated through March 21, 2003).
99.3	M-Stream, Inc. 2002 Share Incentive Plan, as amended (as assumed by Broadcom).
99.4	Form of Option Agreement for Israeli Employees under the M-Stream, Inc. 2002 Share Incentive Plan, as amended.
99.5	Form of Option Agreement for Israeli Directors under the M-Stream, Inc. 2002 Share Incentive Plan, as amended.
99.6	Form of Option Agreement for Non-Israeli Directors & Consultants under the M-Stream, Inc. 2002 Share Incentive Plan, as amended.

*	Exhibit 99.1 is incorporated herein by reference to Exhibit 10.4 to Broadcom’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, filed May 10, 2004 with the SEC.
**	Exhibit 99.2 is incorporated herein by reference to Exhibit 10.1 to Broadcom’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, filed November 7, 2003 with the SEC.

EX-5.1

EXHIBIT 5.1

OPINION AND CONSENT OF MORGAN LEWIS & BOCKIUS LLP

June 25, 2004

Broadcom Corporation
16215 Alton Parkway
Irvine, California 92618

Re: Broadcom Corporation – Registration Statement for Offering of an

Aggregate of 28,856,245 Shares of Class A Common Stock

Ladies and Gentlemen:

We have acted as counsel to Broadcom Corporation, a California corporation (the “Company”), in connection with the registration on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended, of (i) an additional 25,771,000 shares of the Company’s Class A Common Stock for issuance under the Broadcom Corporation 1998 Stock Incentive Plan, as amended and restated (the “Broadcom Incentive Plan”), (ii) an additional 3,060,222 shares of the Company’s Class A Common Stock for issuance under the Broadcom Corporation 1998 Employee Stock Purchase Plan, as amended and restated (the “Broadcom Employee Stock Purchase Plan”), and (iii) 25,023 shares of the Company’s Class A Common Stock for issuance under the M-Stream, Inc. 2002 Share Incentive Plan, as assumed by the Company (the “M-Stream Incentive Plan” and, collectively with the Broadcom Incentive Plan and the Broadcom Employee Stock Purchase Plan, the “Plans”).

This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

We have reviewed the Company’s charter documents and the corporate proceedings taken by the Company in connection with (i) the establishment and amendment of the Broadcom Incentive Plan and the Broadcom Employee Stock Purchase Plan and (ii) the assumption of the M-Stream Incentive Plan and the outstanding options thereunder. Based on such review, we are of the opinion that if, as and when the shares of the Company’s stock are issued and sold (and the consideration therefor received) pursuant to the provisions of (a) duly authorized stock options or stock appreciation rights or duly authorized direct stock issuances under the Broadcom Incentive Plan and in accordance with the Registration Statement, (b) duly authorized stock purchase rights under the Broadcom Employee Stock Purchase Plan and in accordance with the Registration Statement or (c) duly authorized options assumed by the Company under the M-Stream Incentive Plan and in accordance with the Registration Statement, such shares will be duly authorized, legally issued, fully paid and nonassessable.

We consent to your filing this letter as Exhibit 5.1 to the Registration Statement. In giving the opinion set forth in this letter, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the Securities and Exchange Commission thereunder.

This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Plans or the shares of the Company’s common stock issuable under the Plans.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

MORGAN, LEWIS & BOCKIUS LLP

EX-23.1

Exhibit 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form S-8) of Broadcom Corporation pertaining to (i) the Broadcom Corporation 1998 Stock Incentive Plan, as amended and restated; (ii) the Broadcom Corporation 1998 Employee Stock Purchase Plan, as amended and restated; and (iii) the M-Stream, Inc. 2002 Share Incentive Plan, as amended (as assumed by Broadcom Corporation), of our reports dated January 27, 2004 (except Notes 13 and 16, as to which the date is March 12, 2004), with respect to the consolidated financial statements and schedule of Broadcom Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2003, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Orange County, California
June 25, 2004

EX-99.3

                                                                    EXHIBIT 99.3

                                 M-STREAM, INC.
                      2002 SHARE INCENTIVE PLAN, AS AMENDED

1.    PURPOSE OF THE PLAN.

      The purpose of the M-Stream, Inc. 2002 Share Incentive Plan, as amended
(the "Plan") is to promote the interests of M-Stream, Inc., a British Virgin
Islands corporation (the "Company"), its subsidiaries and its shareholders by
(i) attracting and retaining employees, officers, directors, consultants and
advisors of outstanding ability, (ii) motivating such persons, by means of
performance-related incentives, to achieve long-range performance goals, and
(iii) enabling such persons to participate in the long-term growth and financial
success of the Company and its subsidiaries. The effective date of the Plan is
January 31, 2003 ("Effective Date"). For purposes of this Plan, "subsidiary"
shall mean any company (whether a corporation, partnership, joint venture or
other form of entity) in which the Company, or a corporation in which the
Company owns a majority of the capital shares, directly or indirectly, owns an
equity interest of more than fifty percent (50%), except that solely with
respect to determining whether options issued to employees of a subsidiary may
be Incentive Share Options (as defined in Section 3) the term "subsidiary" shall
have the same meaning as the term "subsidiary corporation" as defined in Section
424(f) of the Internal Revenue Code of 1986, as amended (the "Code"). The
Company wishes the issuance of Options (defined below) to participants within
Israel to conform with the requirements of the Israeli Income Tax Ordinance (New
Version) and the rules, regulations and procedures promulgated thereunder, and
for this purpose the appended document Annex A supplements and amends the Plan
to so conform with respect to Option grants within Israel. The provisions of
Annex A shall apply only to Israeli residents or to persons deemed to be
residents of Israel for tax purposes.

      The Company has entered into that certain ASSET PURCHASE AGREEMENT dated
as of April 16, 2004, by and among Broadcom Corporation, a California
corporation ("Broadcom"), Broadcom International Limited, a Cayman Islands
corporation formerly known as Broadcom (BVI) Limited and continued to the Cayman
Islands on June 2, 2003, the Company, Elimor Investments Inc., a British Virgin
Islands company, Tomri Investments Inc., a British Virgin Islands company,
Applied Materials Ventures I, L.P., a Delaware limited partnership, and, with
respect to Article 8 and Article 10 thereof only, the Holder Agent, and U.S.
Stock Transfer Corporation, as Depositary Agent (the "Asset Purchase
Agreement"). The Company hereby amends this Plan, effective, as of the closing
of the transactions contemplated by the Asset Purchase Agreement (the "Closing")
as follows: (1) references in this Plan to the "Board" and the "Compensation
Committee" shall mean, prior to the Closing, the Board of Directors and
Compensation Committee of M-Stream, Inc., and after the Closing, the Board of
Directors and Compensation Committee of Broadcom; (2) references in this Plan to
vesting of Options or Restricted Shares being contingent on any particular
status (employment, health or otherwise) with the Company shall, prior to the
Closing, be deemed to mean having (or not having) such particular status with
the M-Stream, Inc., or its subsidiaries, and after the Closing, be deemed to
mean having (or not having) such particular status with Broadcom Israel, or such
other subsidiary of Broadcom (or Broadcom itself, if applicable) with which the
particular grantee hereunder is then employed; (3) references in this Plan to
"Ordinary Shares" shall, prior to the Closing, be deemed to refer to M-Stream,
Inc.'s Ordinary Shares, par value $0.01 per share, and after the Closing, to
Broadcom's Class A common stock; (4) references in this Plan to the maximum
number of Ordinary Shares reserved for issuance upon exercise of Options, and
the exercise price thereof, shall, prior to the Closing, be deemed to refer to
such number and/or exercise price, as in effect prior to the Closing, and, after
the Closing, be deemed to refer to such number and/or




exercise price as adjusted pursuant to the provisions of Section 1.5(c) of the
Asset Purchase Agreement; (5) references in this Plan to the "Company" shall,
prior to the Closing, be deemed to refer to M-Stream, Inc., and after the
Closing, to Broadcom; (6) after the Closing, all other terms and provisions of
this Plan shall be construed so as to facilitate the intention of the Company
and Broadcom that this Plan be assumed by Broadcom, as expressed in Section
1.5(c) of the Asset Purchase Agreement; and (7) all of the foregoing amendments
shall also be effective as to Annex A hereto.

2.    ADMINISTRATION.

      (a) Subject to the following paragraph, the Plan shall be administered by
the Company's Board of Directors (the "Board") or by a Compensation Committee of
the Board (the "Compensation Committee"). If the Board appoints a Compensation
Committee, such Compensation Committee shall be deemed to have been delegated
the authority to administer the Plan (unless the Board determines otherwise),
and shall be empowered to take all actions reserved to the Board under the Plan.
The Board is authorized to interpret the Plan, to prescribe, amend and rescind
rules and regulations to further the purposes of the Plan, and to make all other
determinations necessary for the administration of the Plan. All such actions by
the Board shall be conclusive, final and binding on all recipients of grants
hereunder ("participants").

      (b) Following registration by the Company of its ordinary shares, par
value $0.01 per share ("Ordinary Shares") under Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), any Compensation
Committee to which Plan administration is delegated shall consist solely of
Board members who qualify as (i) "Non-Employee Directors" as defined under Rule
16b-3 under the Exchange Act and (ii) "outside directors" as defined under
Section 162(m) or any successor provision of the Code and applicable Treasury
regulations thereunder, if and to the extent such qualification is necessary so
that grants made under the Plan or the exercise of rights thereunder will
qualify for any tax or other material benefit to participants or the Company and
its subsidiaries under applicable law.

3.    GRANTS.

      Grants under the Plan may be in the form of options which qualify as
"incentive stock options" within the meaning of Code Section 422 or any
successor provision ("Incentive Share Options"), options which do not so qualify
("Nonqualified Options" and, collectively with Incentive Share Options,
"Options"), and shares which are subject to certain forfeiture risks and
restrictions on transferability ("Restricted Shares"). Incentive Share Options
may be granted only to employees of the Company or its subsidiaries. Each grant
of an Option shall be designated in the applicable "Grant Agreement" (as defined
in Section 5) as an Incentive Share Option or a Nonqualified Option, as
appropriate. If, notwithstanding its designation as an Incentive Share Option,
all or a portion of any Option grant does not qualify under the Code as an
Incentive Share Option, the portion which does not so qualify shall be treated
for all purposes hereunder as a Nonqualified Option.

                                       2


4.    SHARES SUBJECT TO THE PLAN.

      Subject to adjustment as provided in Section 9, the maximum aggregate
number of Ordinary Shares that may be subject to grants made under the Plan is
1,786,667 shares. The Ordinary Shares to be offered under the Plan shall be
authorized and unissued Ordinary Shares or issued Ordinary Shares that shall
have been reacquired by the Company and held in its treasury. The Ordinary
Shares covered by any unexercised portion of terminated share options granted
under the Plan, or by any grant of Restricted Shares which is forfeited, may
again be subject to new grants under the Plan. In the event the purchase price
of an Option is paid in whole or in part through the delivery of Ordinary
Shares, only the net number of Ordinary Shares issuable in connection with the
exercise of the Option shall be counted against the number of shares remaining
available for grant under the Plan.

5.    PARTICIPANTS.

      The Board shall determine and designate from time to time those employees,
directors, consultants and advisors of the Company or its subsidiaries who shall
be granted Options or Restricted Shares under the Plan and the number of
Ordinary Shares to be covered by each such Option or Restricted Share grant;
provided, that any such consultants or advisors who receive grants under the
Plan render bona fide services to the Company or its subsidiaries that are not
in connection with the offer or sale of securities in a capital-raising
transaction. In making its determinations, the Board shall take into account the
present and potential contributions of the respective individuals to the success
of the Company and its subsidiaries and such other factors as the Board shall
deem relevant in connection with accomplishing the purposes of the Plan. Each
grant shall be evidenced by a written Option or Restricted Share agreement or
grant form ("Grant Agreement") as the Board shall approve from time to time.

6.    FAIR MARKET VALUE.

      For all purposes under the Plan, the term "Fair Market Value" shall mean,
as of any applicable date, (i) if the principal securities market on which the
Ordinary Shares are traded is a national securities exchange or The Nasdaq
National Market ("NNM"), the closing price of the Ordinary Shares on such
exchange or NNM, as the case may be, or if no sale of the Ordinary Shares shall
have occurred on such date, on the next preceding date on which there was a
reported sale; (ii) if the Ordinary Shares are not traded on a national
securities exchange or NNM, the closing price on such date as reported by The
Nasdaq SmallCap Market, or if no sale of the Ordinary Shares shall have occurred
on such date, on the next preceding date on which there was a reported sale;
(iii) if the principal securities market on which the Ordinary Shares are traded
is not a national securities exchange, NNM or The Nasdaq SmallCap Market, the
average of the bid and asked prices reported by the National Quotation Bureau,
Inc.; or (iv) if the price of the Ordinary Shares is not so reported, the Fair
Market Value of the Ordinary Shares as determined in good faith by the Board.

                                       3


7.    GRANTS OF OPTIONS.

      (a) Exercise Price of Options. Incentive Share Options shall be granted at
an exercise price of not less than 100% of the Fair Market Value on the date of
grant; provided, however, that Incentive Share Options granted to a participant
who at the time of such grant owns (within the meaning of Code Section 424(d))
more than 10% of the voting power of all classes of shares of the Company (a
"10% Holder") shall be granted at an exercise price of not less than 110% of the
Fair Market Value on the date of grant. Nonqualified Options shall be granted at
an exercise price as determined in each case by the Board.

      (b) Term and Termination of Options.

            (1) The Board shall determine the term within which each Option may
be exercised, in whole or in part, provided that (i) such term shall not exceed
10 years from the date of grant, (ii) the term of an Incentive Share Option
granted to a 10% Holder shall not exceed 5 years from the date of grant, and
(iii) the aggregate Fair Market Value (determined on the date of grant) of
Ordinary Shares with respect to which Incentive Share Options granted to a
participant under the Plan or any other plan of the Company and its subsidiaries
become exercisable for the first time ("vest") in any single calendar year shall
not exceed $100,000.

            (2) Unless otherwise determined by the Board, all rights to exercise
vested Options shall terminate on the first to occur of (i) the scheduled
expiration date as set forth in the applicable Grant Agreement, (ii) 90 days
following the date of termination of employment for any reason other than the
participant's death or permanent disability (as defined in Code Section
22(e)(3)), (iii) 1 year following the date of termination of employment or
provision of services by reason of the participant's death or permanent
disability (as defined in Code Section 22(e)(3)), or (iv) as may be otherwise
provided in the event of a Change of Control as defined in Section 11; provided,
however, that in the event that a participant ceases to be employed by or to
provide services to the Company or a subsidiary due to a termination for "cause"
(as defined in Section 7(b)(3)), all rights to exercise vested Options held by
such participant shall terminate immediately as of the date such participant
ceases to be employed by or to provide services to the Company or a subsidiary.
Unless otherwise determined by the Board, vesting of Options ceases immediately
upon termination of employment for any reason, and any portion of an Option that
has not vested on or before the date of such termination is forfeited on such
date. For purposes of this Plan, unless otherwise determined by the Board, an
individual who ceases to be employed by the Company or a subsidiary as the
result of a business transaction (other than a Change of Control as defined in
Section 11), including without limitation a sale of shares or assets, corporate
reorganization, or spinoff, shall be deemed to have incurred a termination of
employment under (ii) above without regard to whether such individual continues,
following the closing of such transaction, to be employed by or to perform
services for any successor entity or business.

            (3) As used in this Plan, the term "cause" shall mean (i) "cause" as
defined in any applicable employment or services agreement between the Company
and a participant for purposes of determining whether a termination of such
agreement is for cause or (ii) in the absence of such agreement, a determination
by the Board that the participant has engaged in fraudulent, disloyal, grossly
negligent or criminal conduct injurious to the Company or any of its
subsidiaries, including, without limitation, embezzlement, theft, commission of
a felony or dishonesty in the course of his or her employment or service, the
disclosure of trade secrets or confidential information of the Company or its
subsidiaries to persons not entitled to receive such information, or breach of
any noncompetition or nonsolicitation covenant between the participant and the
Company or a subsidiary.

                                       4


      (c) Payment for Shares. Full payment for shares purchased upon exercise of
Options granted under the Plan shall be made at the time the Options are
exercised in whole or in part. Payment of the purchase price shall be made in
cash or in such other form as the Board may approve, including, without
limitation, (i) by the participant's delivery to the Company of a promissory
note containing such terms as the Board may determine, (ii) by the participant's
delivery to the Company of Ordinary Shares that have been held by the
participant for at least six months prior to exercise of the Options, valued at
the Fair Market Value of such shares on the date of exercise, or (iii) if the
Ordinary Shares are publicly traded, pursuant to a cashless exercise arrangement
with a broker on such terms as the Board may determine; provided, however, that
if payment is made pursuant to clause (i), the then par value of the purchased
shares shall be paid in cash if required by applicable law or otherwise deemed
appropriate by the Board. No Ordinary Shares shall be issued to the participant
until such payment has been made, and a participant shall have none of the
rights of a shareholder with respect to Options held by such participant.

      (d) Other Terms and Conditions. The Board shall have the discretion to
determine terms and conditions, consistent with the Plan, which will be
applicable to Options, including, without limitation, performance-based criteria
for acceleration of the date on which certain Options shall become exercisable
and the Participant's grant of a voting proxy to a person designated by the
Board. Options granted to the same or different participants, or at the same or
different times, need not contain similar provisions.

      (e) Substitution of Options. Options may be granted under the Plan from
time to time in substitution for share options of other entities ("Acquired
Companies") in connection with the merger or consolidation of the Acquired
Company with the Company or its subsidiaries, the acquisition by the Company or
by its subsidiaries of all or a portion of the assets of the Acquired Company,
or the acquisition of shares of the Acquired Company such that the Acquired
Company becomes a subsidiary of the Company.

8.    GRANTS OF RESTRICTED SHARES.

      The Board may issue or transfer Ordinary Shares to employees, directors,
consultants or advisors under a grant of Restricted Shares (including, without
limitation, upon exercise of Options), upon such terms as the Board deems
applicable, including the provisions set forth below:

      (a) General Requirements. Ordinary Shares issued or transferred pursuant
to Restricted Shares grants may be issued or transferred for consideration or
for no consideration, and subject to restrictions or no restrictions, as
determined by the Board. The Board may establish conditions under which
restrictions on shares of Restricted Shares shall lapse over a period of time or
according to such other criteria (including performance-based criteria) as the
Board deems appropriate. The period of time during which the Restricted Shares
will remain subject to restrictions is hereinafter referred to as the
"Restriction Period."

      (b) Number of Shares. The Board shall determine the number of Ordinary
Shares to be issued or transferred pursuant to a Restricted Share grant and the
restrictions applicable to such shares.

      (c) Requirement of Employment. If a participant who has received a
Restricted Share grant ceases to be employed by the Company and its subsidiaries
during the Restriction Period, or if other specified conditions are not met, the
Restricted Share grant shall terminate as to

                                       5


all shares covered by the grant as to which the restrictions have not lapsed,
and those Ordinary Shares shall be canceled in exchange for the purchase price,
if any, paid by the participant for such shares. The Board may provide, however,
for complete or partial exceptions to this requirement as it deems appropriate.

      (d) Restrictions on Transfer and Legend on Share Certificate. During the
Restriction Period, a participant may not sell, assign, transfer, donate, pledge
or otherwise dispose of the shares of Restricted Shares. Each certificate for
Restricted Shares shall contain a legend giving appropriate notice of the
applicable restrictions. The participant shall be entitled to have the legend
removed from the share certificate covering the Restricted Shares subject to
restrictions when all restrictions on such shares lapse. The Board may determine
that the Company will not issue certificates for Restricted Shares until all
restrictions on such shares lapse, or that the Company will retain possession of
certificates for Restricted Shares until all restrictions on such shares lapse.

      (e) Right to Vote and to Receive Dividends. During the Restriction Period,
except as otherwise set forth in the Grant Agreement, the participant shall have
the right to vote Restricted Shares and to receive any dividends or other
distributions paid on such shares, subject to any restrictions deemed
appropriate by the Board.

      (f) Lapse of Restrictions. All restrictions imposed on Restricted Shares
shall lapse upon the expiration of the applicable Restriction Period and the
satisfaction of all conditions imposed by the Board. The Board may determine, as
to any or all Restricted Share grants, that the restrictions shall lapse without
regard to any Restriction Period.

9.    ADJUSTMENTS TO REFLECT CAPITAL CHANGES.

      The number and kind of shares subject to outstanding grants, the exercise
price applicable to Options previously granted, and the number and kind of
shares available subsequently to be granted under the Plan shall be
appropriately adjusted to reflect any share dividend, share split, combination
or exchange of shares or other change in capitalization with a similar
substantive effect upon the Plan or grants under the Plan. The Board shall have
the power and sole discretion to determine the nature and amount of the
adjustment to be made in each case. The adjustment so made shall be final and
binding on all participants.

10.   RIGHT OF FIRST REFUSAL; RIGHT TO REPURCHASE.

      (a) At any time prior to registration by the Company of its Ordinary
Shares under Section 12 of the Exchange Act, the Company shall have a right of
first refusal with respect to any proposed sale or other disposition by
participants (and their successors in interest by purchase, gift or other mode
of transfer) of any Ordinary Shares issued to them under the Plan which are
transferable. This right of first refusal shall be exercisable by the Company in
accordance with terms and conditions established by the Board.

      (b) At any time prior to registration by the Company of its Ordinary
Shares under Section 12 of the Exchange Act, in the case of any participant
whose employment or service is terminated for cause (as defined in Section
7(b)(3)), or who has, in the Board's reasonable determination, taken any action
prior to or following his termination of employment or service which constituted
cause (as so defined), the Company shall have the right, exercisable at any time
and from time to time thereafter, to repurchase from the participant (or any
successor in interest by purchase, gift or other mode of transfer) any Ordinary
Shares issued to such participant under

                                       6


the Plan for the purchase price paid by the participant for such Ordinary Shares
(or the Fair Market Value of such Ordinary Shares at the time of repurchase, if
lower). This right to repurchase shall be exercisable by the Company in
accordance with the terms and conditions established by the Board.

11.   DEFINITION OF CHANGE OF CONTROL.

      For purposes of this Plan, a "Change of Control" shall mean the occurrence
of any of the following events:

      (a) the acquisition (other than solely from the Company) by any
individual, entity or group (within the meaning of Section 13(d)(3) or Section
14(d)(2) of the Exchange Act), other than the Company or any subsidiary,
affiliate (within the meaning of Rule 144 under the Securities Act of 1933, as
amended) or employee benefit plan of the Company, of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more
than 50% of the combined voting power of the then outstanding voting securities
of the Company entitled to vote generally in the election of directors (the
"Voting Securities"); or

      (b) a reorganization, merger, consolidation, share exchange or
recapitalization of the Company (a "Business Combination"), other than a
Business Combination in which more than 50% of the combined voting power of the
outstanding voting securities of the surviving or resulting entity immediately
following the Business Combination is held by the persons who, immediately prior
to the Business Combination, were the holders of the Voting Securities; or

      (c) a complete liquidation or dissolution of the Company, or a sale of all
or substantially all of the Company's assets.

12.   CONSEQUENCES OF A CHANGE OF CONTROL.

      (a) Unless otherwise determined by the Board, upon a Change of Control,
(i) each outstanding Option shall be assumed by the Acquiring Corporation (as
defined below) or parent thereof or replaced with a comparable option or right
to purchase capital shares, or equity equivalent instrument, of the Acquiring
Corporation or parent thereof, or other comparable rights (such assumed and
comparable options and rights, together, the "Replacement Options") and (ii)
each share of Restricted Shares shall be converted to a comparable restricted
grant of capital shares, or equity equivalent instrument, of the Acquiring
Corporation or parent thereof or other comparable restricted property (such
assumed and comparable restricted grants, together, the "Replacement Restricted
Shares"); provided, however, that if the Acquiring Corporation or parent thereof
does not agree to grant Replacement Options and Replacement Restricted Shares,
then, unless otherwise determined by the Board, all of the outstanding Options
which have been granted under the Plan and which are not exercisable as of the
effective date of the Change of Control shall automatically accelerate and
become exercisable immediately prior to the effective date of the Change of
Control, and all restrictions and conditions on any Restricted Shares shall
lapse upon the effective date of the Change of Control. The term "Acquiring
Corporation" means the surviving, continuing, successor or purchasing
corporation, as the case may be. Notwithstanding anything in the Plan to the
contrary, the Board shall have discretion, in the applicable Grant Agreement or
an amendment thereof, to provide for an acceleration of options and/or
elimination of restrictions on Restricted Shares upon a Change of Control. The
Board may determine in its discretion (but shall not be obligated to do so) that
in lieu of the issuance of Replacement Options, all holders of outstanding
Options which are exercisable immediately prior to a Change of Control
(including those that become exercisable under this Section 12(a)) will be

                                       7


required to surrender them in exchange for a payment by the Company, in cash or
Ordinary Shares as determined by the Board, of an amount equal to the amount (if
any) by which the then Fair Market Value of Ordinary Shares subject to
unexercised Options exceeds the exercise price of those Options, with such
payment to take place as of the date of the Change of Control or such other date
as the Board may prescribe.

      (b) Any Options that are not assumed or replaced by Replacement Options,
exercised, or cashed out prior to or concurrent with a Change of Control
(including, without limitation, any Options that are not exercisable as of the
effective date of the Change of Control) will terminate effective upon the
Change of Control or at such other time as the Board deems appropriate, unless
otherwise expressly provided in any applicable Grant Agreement.

      (c) Notwithstanding anything in the Plan to the contrary, in the event of
a Change of Control, no actions described in the Plan (including, without
limitation, actions described in subsections (a) and (b) above) shall be taken
if such action would make the Change of Control ineligible for desired
accounting or tax treatment if, in the absence of such actions, the Change of
Control would qualify for such treatment and the Company intends to use such
treatment with respect to such Change of Control.

13.   TRANSFERABILITY OF OPTIONS.

      Unless otherwise determined by the Board with respect to Nonqualified
Options, Options granted under the Plan shall not be transferable other than by
will or the laws of descent and distribution and are exercisable during a
participant's lifetime only by the participant.

14.   WITHHOLDING.

      The Company shall have the right to deduct any taxes required by law to be
withheld in respect of grants under the Plan from amounts paid to a participant
in cash as salary, bonus or other compensation. In the Board's discretion, a
participant may be permitted to elect to have withheld from the shares otherwise
issuable to the participant, or to tender to the Company, a number of Ordinary
Shares the aggregate Fair Market Value of which does not exceed the minimum
required withholding rate for federal (including FICA), state and local tax
liabilities. Any such election must be in a form and manner prescribed by the
Board. Any and all taxes, fees and other costs or liabilities in connection with
the grant and exercise of the Options or the Restricted Shares and the sale of
shares issued upon the exercise of the Options or the Restricted Shares shall be
borne solely by the Participant. The Participant shall indemnify, defend and
hold the Company, its subsidiaries and there respective officers and directors
harmless against any and all liability for all such taxes or an interest thereon
or penalties with respect thereto.

15.   CONSTRUCTION OF THE PLAN.

      The validity, construction, interpretation, administration and effect of
the Plan and of its rules and regulations, and rights relating to the Plan,
shall be determined solely by the Board. Any determination by the Board shall be
final and binding on all participants. The Plan shall be governed in accordance
with the laws of the British Virgin Islands, without regard to the conflict of
law provisions of such laws.


                                       8

16.   NO RIGHT TO GRANT; NO RIGHT TO EMPLOYMENT.

      No person shall have any claim of right to be granted an Option or
Restricted Shares under the Plan. Neither the Plan nor any action taken
hereunder shall be construed as giving any employee any right to be retained in
the employ of the Company or any of its subsidiaries or as giving any
consultant, advisor or director of the Company or any of its subsidiaries any
right to continue to serve in such capacity.

17.   GRANTS NOT INCLUDABLE FOR BENEFIT PURPOSES.

      Income recognized by a participant pursuant to the provisions of the Plan
shall not be included in the determination of benefits under any employee
pension benefit plan (as such term is defined in Section 3(2) of the Employee
Retirement Income Security Act of 1974) or group insurance or other benefit
plans applicable to the participant which are maintained by the Company or any
of its subsidiaries, except as may be provided under the terms of such plans or
determined by resolution of the Board.

18.   NO STRICT CONSTRUCTION.

      No rule of strict construction shall be implied against the Company, the
Board or any other person in the interpretation of any of the terms of the Plan,
any grant made under the Plan or any rule or procedure established by the Board.

19.   CAPTIONS.

      All Section headings used in the Plan are for convenience only, do not
constitute a part of the Plan, and shall not be deemed to limit, characterize or
affect in any way any provisions of the Plan, and all provisions of the Plan
shall be construed as if no captions had been used in the Plan.

20.   SEVERABILITY.

      Whenever possible, each provision in the Plan and every grant under the
Plan shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of the Plan or any grant under the Plan
shall be held to be prohibited by or invalid under applicable law, then such
provision shall be deemed amended to accomplish the objectives of the provision
as originally written to the fullest extent permitted by law, and all other
provisions of the Plan and every other grant under the Plan shall remain in full
force and effect.

21.   LEGENDS.

      All certificates for Ordinary Shares delivered under the Plan shall be
subject to such transfer and other restrictions as may be provided under the
Plan or the applicable Grant Agreement or as the Board may deem advisable under
the rules, regulations and other requirements of the United States Securities
and Exchange Commission, any securities exchange or quotation system upon which
the Ordinary Shares are then listed or quoted and any applicable United States
federal or state securities laws or other applicable securities law, and the
Board may cause a legend or legends to be put on any such certificates to make
appropriate references to such restrictions.

22.   MARKET STANDOFF REQUIREMENT.

      In connection with any underwritten public offering of its Ordinary Shares
("Offering") and upon request of the Company or the underwriters managing the
Offering, participants shall

                                       9


not be permitted to sell, make any short sale of, loan, grant any option for the
purchase of, or otherwise directly or indirectly dispose of any Ordinary Shares
delivered under the Plan (other than those Ordinary Shares included in the
Offering) without the prior written consent of the Company or such underwriters,
as the case may be, for such period of time (not to exceed 180 days) from the
effective date of the registration statement with respect to such Offering as
may be requested by the Company or such managing underwriters. The participants
shall execute an agreement reflecting the foregoing as may be requested by the
underwriters in connection with such Offering and comply with any other
restrictions that may be imposed by the underwriters in connection with such
Offering.

23.   AMENDMENT.

      The Board may, by resolution, amend or revise the Plan, subject to
requisite shareholder approval. The Board may not modify any Options previously
granted under the Plan in a manner adverse to the holders thereof without the
consent of such holders, except in accordance with the provisions of Sections 9,
12 or 24.

24.   MODIFICATION FOR GRANTS OUTSIDE THE U.S.

      The Board may, without amending the Plan, determine the terms and
conditions applicable to grants of Options or Restricted Shares to participants
who are foreign nationals or employed outside the United States in a manner
otherwise inconsistent with the Plan if the Board deems such terms and
conditions necessary in order to recognize differences in local law or
regulations, tax policies or customs.

25.   EFFECTIVE DATE; TERMINATION OF PLAN.

      The Plan's Effective Date is December 1, 2002. The Plan shall terminate on
December 1, 2012, unless it is earlier terminated by the Board. Termination of
the Plan shall not affect previous grants under the Plan.

26.   RESERVATION OF SHARES.

      The Company, during the term of this Plan, shall at all times reserve and
keep available such number of Ordinary Shares as shall be sufficient to satisfy
the requirements of the Plan.

27.   SHAREHOLDER APPROVAL.

      The Plan shall be subject to approval by the shareholders of the Company
within twelve (12) months after the date the Plan is adopted. Such shareholder
approval shall be obtained in the degree and manner required under any
applicable laws.

28.   CONDITIONS UPON ISSUANCE OF SHARES.

      Ordinary Shares shall not be issued pursuant to the exercise of an Option
unless the exercise of such Option and the issuance and delivery of such
Ordinary Shares shall comply with applicable laws and shall be further subject
to the approval of counsel for the Company with respect to such compliance. As a
condition to the exercise of an

                                       10


Option, the Plan administrator may require the person exercising such Option to
represent and warrant at the time of any such exercise that the Ordinary Shares
are being purchased only for investment and without any present intention to
sell or distribute such Ordinary Shares if, in the opinion of counsel for the
Company, such a representation is required.

29.   INABILITY TO OBTAIN AUTHORITY.

      The inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Ordinary Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue or
sell such Ordinary Shares as to which such requisite authority shall not have
been obtained.

                                       11


                                   ANNEX A TO
                    M-STREAM, INC. 2002 SHARE INCENTIVE PLAN
                       ISRAELI 2002 EQUITY INCENTIVE PLAN

1.    DESIGNATION AND PURPOSE OF THE ISRAELI PLAN

This Annex A to the M-Stream, Inc. 2002 Share Incentive Plan (the "General
Plan"), is the Israeli 2002 Equity Incentive Plan for key employees (including
directors who are employees) and consultants of M-Stream, Inc., a British Virgin
Islands corporation (the "Company"), in accordance with the terms and conditions
set forth below. For the purposes of this Annex A, the Israeli 2002 Equity
Incentive Plan shall be referred to as such, or as the "Israeli Plan." The
Israeli Plan is being instituted in order to ensure that all issuances of
options, shares or other rights by the Company to employees, officers and
consultants of the Company conform with the provisions of the Israeli Income Tax
Ordinance [New Version], 1961, the rules and regulations promulgated thereunder,
from time to time (the "Ordinance").

2.    GENERAL PLAN INCORPORATED BY REFERENCE

The provisions of the General Plan shall apply to the Israeli Plan, mutatis
mutandis, except that the General Plan shall be deemed amended to incorporate
the provisions herein and shall be interpreted in such a way as to ensure
conformity with the Ordinance. Any provisions of the General Plan which are in
violation of the Ordinance shall not apply to the Israeli Plan. In the event of
any conflicting provisions between the law applicable to the General Plan and
the Israeli law which is applicable to this Israeli Plan, the provisions of the
Israeli law shall prevail. In respect of issuances of Options under the Israeli
Plan (as annexed to the General Plan), the Compensation Committee need not
determine whether the issuances hereunder are "Incentive Stock Options" within
the meaning of the US Federal Income Tax Code or "Non-Qualified Stock Options".



In the event of any conflict between the Israeli Plan and the General Plan, then
the provisions of the Israeli Plan shall prevail. Subject to the provisions of
this Israeli Plan, the provisions of the General Plan shall continue to be in
full force and effect.

All capitalized terms used in the Israeli Plan shall have the meanings
designated in the General Plan, unless otherwise defined in the Israeli Plan.

3.    ELIGIBILITY

Awards may be granted only to employees (including directors who are employees)
and consultants of the Company.

4.    DEFINITIONS

The following definitions shall be applicable to the terms used in the Israeli
Plan:

      4.1 "Trust Agreement" means the agreement between the Company and the
Trustee as may be in effect from time to time specifying the duties and
authority of the Trustee.

      4.2 "Trust Assets" means the Awards held by the Trustee under the Trust
Agreement for the benefit of the Participants pursuant to the Israeli Plan and
the Trust Agreement.

      4.3 "Trustee" means the Trustee (and any successor Trustee) appointed by
the Board of Directors of the Company to hold the Trust Assets.

      4.4 "Award" means Award as defined in the General Plan, as well as Shares
with respect to which an Option has been exercised.

                                       2


5.    GRANT OF AWARDS

Each Award granted for the benefit of a Participant under the Israeli Plan shall
be evidenced by an Award Agreement, to be entered into by and between the
Company and such Participant, in form and substance as may be from time to time
approved by the Compensation Committee, which shall incorporate the provisions
of the General Plan, as amended hereby, and the Trust Agreement by reference. In
the event of any conflict between the terms and conditions of an Award Agreement
and the terms hereof, the terms hereof shall control.

6.    GRANT OF AWARDS TO BE HELD BY TRUSTEE; DIVIDEND AND VOTING RIGHTS

      6.1 GRANT OF AWARDS TO BE HELD BY TRUSTEE

            6.1.1 Each Award shall be issued, or transferred, to the Trustee to
be held in trust for the benefit of the Participant. All certificates
representing Awards shall be issued in the name of the Trustee under the Israeli
Plan, shall be deposited with the Trustee, and shall be held by the Trustee
until such time that such Award is released.

            6.1.2 Subject to the terms hereof and to the terms in the Award
Agreement, each Participant may, where applicable, after exercising the Awards
or any part thereof, require the Company to cause the Trustee to release the
shares issued pursuant to the exercise of such Awards, provided that no Award
shall be exercised by the Participant, and no Award shall otherwise be released
by the Trustee to the Participant, unless and until such Participant shall have
deposited with the Trustee an amount of money which, in the Trustee's sole
judgment, is sufficient and necessary to satisfy Israeli withholding tax
requirements. In any case, the Participant will be responsible for payment of
Participant's tax liability in full and shall indemnify the Company or Trustee
in respect of any liability thereof.

                                       3


      6.2 DIVIDEND AND VOTING RIGHTS. No Participant shall have any of the
rights of a shareholder of the Company with respect to any Options, Shares which
are to derive from the exercise of any Options, or any other Awards which do not
automatically grant voting or dividend rights to the holder thereof, until such
time as the applicable Shares are issued to the Trustee or the Participant, or
such other time as set forth in the Award Agreement. After Shares are issued
hereunder to the Trustee, the relevant Participant shall be entitled to receive,
subject to the terms of the Award Agreement, (i) a proxy from the Trustee to
vote the Shares that the Trustee holds for Participant's benefit and (ii) any
cash dividends paid with respect to such Shares.

7.    MAINTENANCE OF ASSETS BY TRUSTEE

The Trustee shall maintain records of the Awards held for the benefit of each
Participant.

8.    METHOD OF EXERCISE OF AWARD; TAXATION

Subject to the terms of the General Plan and the terms in the Award Agreement,
an Award shall be exercisable, in whole or in part, during the applicable
period, upon delivery by the Participant to each of the Trustee and the Company
of a duly executed copy of the relevant notice of exercise in the prescribed
form, specifying the number of Shares or other consideration as to which such
Award is being exercised. The notice to the Company shall be accompanied by full
payment of the Award exercise price thereof (the "Award Exercise Price") in NIS
or in such currency as may be required by the Company. If the exercise price is
paid in any currency other than United States Dollars, the exchange rate shall
be that reasonably specified by the Company at the time of exercise. The shares
or other consideration issued pursuant to exercise of the Awards shall be
delivered by the Company to the Trustee pursuant to the provisions of Paragraph
6.1 above, or upon the Trustee's confirmation that the Trustee has received an
amount

                                       4


sufficient to pay the full withholding tax liability in accordance with
Paragraph 6 above, the Company shall deliver the shares or other consideration
directly to the Participant, or the Participant's nominee.

9.    ADMINISTRATION, AMENDMENT AND TERMINATION OF THE ISRAELI PLAN

The Board and the Compensation Committee shall have all power and authority with
respect to the administration, amendment and termination of the Israeli Plan as
they hold in respect of the General Plan, except that no discretion or authority
is hereby granted to the Board or the Compensation Committee so as to disqualify
the Israeli Plan under the Ordinance.

10.   GOVERNING LAW

The Israeli Plan, and any dispute, controversy or claim arising out of, or
relating to, any tax issue regarding the General Plan which might arise between
(i) the Company or the Trustee, and (ii) a Participant who was granted an Option
pursuant to the Israeli Plan, shall be governed and interpreted in accordance
with the laws of the State of Israel.

                                       5

EX-99.4

                                                                    EXHIBIT 99.4

                        M-STREAM INC. - OPTION AGREEMENT

This Option Agreement, dated ________________, evidences the grant of an option
pursuant to the provisions of the M-Stream, Inc. 2002 Share Incentive Plan (the
"Plan") and the Israeli Appendix thereof ("the Israeli Appendix"), copies of
which are available at the Company's office, to the individual whose name
appears below (the "Participant"), covering the specific number of shares of
Ordinary Shares of the Company ("Shares") set forth below, pursuant to the
provisions of the Plan and the Israeli Appendix and on the following terms and
conditions:

Capitalized terms not defined herein shall have the same meanings ascribed to
such terms in the Plan and in the Israeli Appendix.

1.    Name of Participant: ______________

2.    Number of Shares subject to this option: ______________ Shares

3.    Exercise price per Share subject to this option: $ _________________

4.    Date of grant (the "Grant Date") of this option:

5.    Type of option: ______________

6.    Vesting: ______________________, provided that the Participant has been
      continuously an Employee of or providing services to the Company and/or
      its Affiliates commencing the Date of Grant through the applicable Vesting
      Date, and subject to Section 7 below.

7.    The last day on which the vested portion of this option can be exercised
      is the earliest of a. ___________________ [Date] b. the date on which the
      Participant's employment or provision of services terminates for "cause"
      (as defined in the Plan); c. 90 days following the date that the
      Participant's employment terminates other than for "cause" (as defined in
      the Plan), death or "permanent disability" (as defined in the Plan); d. or
      1 year following the Participant's death or "permanent disability" (as
      defined in the Plan) e. Any other circumstances as prescribed by the Plan.

8.    In the event of Change of Control the provisions of the Plan will apply.
      The Participant acknowledges that in the event of a Change of Control, he
      may be obliged to sell, assign or exchange, as the case may be, the Shares
      such Participant purchased under the Plan and any Options or portion to
      the extent then vested and exercisable, all in accordance with any
      instructions then to be issued by the Board of Directors and the
      provisions of the incorporation documents of the Company. The Participant
      hereby agrees and undertakes that in the event of Change of Control he
      will take any and all required actions and sign all documents as
      requested, in order to facilitate the consummation of the Change of
      Control, including without limitation, voting all shares of the Company
      then held by the undersigned in favor of such Change of Control and
      signing a proxy and selling to the Acquiring Corporation all of the
      Company's securities then held by the Participant, if so requested.

9.    The Company may require, as a condition to the exercise of the Option (or
      at any time as the Company may choose) that the Participant signs an
      irrevocable proxy appointing such person as the Board of directors
      directs, and until such time as the Board shall prescribe, to exercise all
      voting rights with respect to any Shares acquired upon the exercise of the
      Options, and the Participant agrees to sign any such proxy or other
      relevant documents as required by the Company. In order for the Company to
      issue Shares upon the exercise of any of the Options, the Participant
      hereby agrees to sign any and all documents required by any applicable law
      and/or by the Company's incorporated documents.

10.   The transfer of Options and the transfer of Shares to be issued upon
      exercise of the Options shall be subject to the limitations set forth in
      the Plan and/or the Israeli Appendix and in the Company's incorporation
      documents or any shareholders' agreement to which the holders of ordinary
      shares of the Company are bound and in accordance with any securities
      laws.

11.   With respect to any Approved 102 Option, subject to the provisions of
      Section 102 and any rules or regulation or orders or procedures
      promulgated thereunder, an Participant shall not sell or release from
      trust any Share received upon the exercise of an Approved 102 Option
      and/or any share received





      subsequently following any realization of rights, including without
      limitation, bonus shares, until the lapse of the Holding Period required
      under Section 102 of the Ordinance. Notwithstanding the above, if any such
      sale or release occurs during the Holding Period, the sanctions under
      Section 102 of the Ordinance and under any rules or regulation or orders
      or procedures promulgated thereunder shall apply to and shall be borne by
      such Participant.

12.   With respect to Unapproved 102 Option, if the Participant ceases to be
      employed by the Company or any Affiliate, the Participant shall extend to
      the Company and/or its Affiliate a security or guarantee for the payment
      of tax due at the time of sale of Shares, all in accordance with the
      provisions of Section 102 and the rules, regulation or orders promulgated
      thereunder.

13.   The Participant acknowledges that in the event Company's shares shall be
      registered for trading in any public market, the Participant's right to
      sell Shares may be subject to limitations (including a lock-up period), as
      will be requested by the Company or its underwriters, and the Participant
      unconditionally agrees and accepts any such limitations. The Participant
      acknowledges that in order to enforce the above restriction, the Company
      may impose stop-transfer instructions with respect to the exercised
      Shares. The Participant shall not dispose of any Shares in transactions
      which violate, in the opinion of the Company, any applicable laws, rules
      and regulations. The Participant agrees that the Company shall have the
      authority to endorse upon the certificate or certificates representing the
      Shares such legends referring to the foregoing restrictions, and any other
      applicable restrictions as it may deem appropriate.

14.   Any tax consequences arising from the grant or exercise of any Option,
      from the payment for Shares covered thereby or from any other event or act
      (of the Company and/or its Affiliates, the Trustee or the Participant),
      hereunder, shall be borne solely by the Participant. The Company and/or
      its Affiliates and/or the Trustee shall withhold taxes according to the
      requirements under the applicable laws, rules, and regulations, including
      withholding taxes at source. Furthermore, the Participant hereby agrees to
      indemnify the Company and/or its Affiliates and/or the Trustee and hold
      them harmless against and from any and all liability for any such tax or
      interest or penalty thereon, including without limitation, liabilities
      relating to the necessity to withhold, or to have withheld, any such tax
      from any payment made to the Participant.

15.   The Participant will not be entitled to receive from the Company and/or
      the Trustee any Shares allocated or issued upon the exercise of Options
      prior to the full payments of the Participant's tax liabilities arising
      from Options which were granted to him and/or Shares issued upon the
      exercise of Options. For the avoidance of doubt, neither the Company nor
      the Trustee shall be required to release any share certificate to the
      Participant until all payments required to be made by the Participant have
      been fully satisfied. The receipt of the Options and the acquisition of
      the Shares to be issued upon the exercise of the Options may result in tax
      consequences. THE PARTICIPANT IS ADVISED TO CONSULT A TAX ADVISER WITH
      RESPECT TO THE TAX CONSEQUENCES OF RECEIVING OR EXERCISING THIS OPTION OR
      DISPOSING OF THE SHARES.

16.   With respect to Approved 102 Options, the Participant hereby acknowledges
      that he is familiar with the provisions of Section 102 and the regulations
      and rules promulgated thereunder, including without limitations the type
      of Option granted hereunder, the restriction regarding the Holding Period
      (as defined in the Israeli Appendix), and any tax implications applicable
      to such grant. The Participant accepts the provisions of the trust
      agreement signed between the Company and the Trustee, attached as Exhibit
      A hereto, and agrees to be bound by its terms.

17.   Subject to the provisions of the Plan and the Israeli Appendix, to which
      this Option Agreement is subject, this Option Agreement, together with the
      exhibit hereto, constitute the entire agreement between the Participant
      and the Company with respect to Options granted hereunder, and supersedes
      all prior agreements, understandings and arrangements, oral or written,
      between the Participant and the Company with respect to the subject matter
      hereof.

18.   The Participant shall regard the information in this Option Agreement, the
      Plan and the Israeli Appendix as confidential information

                                     - 2 -


19.   The failure of any party to enforce at any time any provisions of this
      Option Agreement or the Plan or the Israeli Appendix shall in no way be
      construed to be a waiver of such provision or of any other provision
      hereof.

20.   The Participant hereby acknowledges and agrees that all of the terms and
      conditions of the Plan and the Israeli Appendix are incorporated herein by
      reference and this option is subject to such terms and conditions in all
      respects. Any interpretation of this Option Agreement will be made in
      accordance with the Plan and/or the Israeli Appendix, but in the event
      there is any contradiction between the provisions of this Option Agreement
      and the Plan and/or the Israeli Appendix, the provisions of the Option
      Agreement will prevail.

21.   All notices or other communications given or made hereunder shall be in
      writing and shall be delivered or mailed by registered mail or delivered
      by email or facsimile with written confirmation of receipt to the
      Participant and/or to the Company at the addresses shown below, or at such
      other place as the Company may designate by written notice to the
      Participant.

      Accepted and Agreed:                        M-Stream, Inc.

      ______________________________              By: _________________________
      Signature of Participant
                                                  Title:_______________________

      Address:______________________              Address:_____________________

Attachments:    Exhibit A: Trust Agreement

                                     - 3 -

EX-99.5

                                                                    EXHIBIT 99.5

                        M-STREAM INC. - OPTION AGREEMENT

This Option Agreement, dated ________________, evidences the grant of an option
pursuant to the provisions of the M-Stream, Inc. 2002 Share Incentive Plan (the
"Plan") and the Israeli Appendix thereof ("the Israeli Appendix"), copies of
which are available at the Company's office, to the individual whose name
appears below (the "Participant"), covering the specific number of shares of
Ordinary Shares of the Company ("Shares") set forth below, pursuant to the
provisions of the Plan and the Israeli Appendix and on the following terms and
conditions:

Capitalized terms not defined herein shall have the same meanings ascribed to
such terms in the Plan and in the Israeli Appendix.

1.    Name of Participant: ______________

2.    Number of Shares subject to this option: ______________ Shares

3.    Exercise price per Share subject to this option: $ _________________

4.    Date of grant (the "Grant Date") of this option: _______________

5.    Type of option: ______________

6.    Vesting: ______________________________, provided that the Participant has
      been continuously an Employee of or providing services to the Company
      and/or its Affiliates commencing the Date of Grant through the applicable
      Vesting Date.

7.    The last day on which the vested portion of this option can be exercised
      is the earliest of a. ___________________ [Date] b. the date on which the
      Participant's employment or provision of services terminates for "cause"
      (as defined in the Plan); c. 90 days following the date that the
      Participant's employment terminates other than for "cause" (as defined in
      the Plan), death or "permanent disability" (as defined in the Plan); d. or
      1 year following the Participant's death or "permanent disability" (as
      defined in the Plan) e. Any other circumstances as prescribed by the Plan.

8.    In the event of Change of Control the provisions of the Plan will apply
      provided, however, that if the Acquiring Corporation is Broadcom
      Corporation, unless the Board of Directors determined otherwise, then, all
      of the outstanding Options which have been granted under the Plan and
      which are not exercisable as of the effective date of the Change of
      Control shall automatically accelerate and become exercisable immediately
      prior to the effective date of the Change of Control, and all restrictions
      and conditions on any Restricted Shares shall lapse upon the effective
      date of the Change of Control. The Participant acknowledges that in the
      event of a Change of Control, he may be obliged to sell, assign or
      exchange, as the case may be, the Shares such Participant purchased under
      the Plan and any Options or portion to the extent then vested and
      exercisable, all in accordance with any instructions then to be issued by
      the Board of Directors and the provisions of the incorporation documents
      of the Company. The Participant hereby agrees and undertakes that in the
      event of Change of Control he will take any and all required actions and
      sign all documents as requested, in order to facilitate the consummation
      of the Change of Control, including without limitation, voting all shares
      of the Company then held by the undersigned in favor of such Change of
      Control and signing a proxy selling to the Acquiring Corporation all of
      the Company's securities then held by the Participant, if so requested.

9.    The Company may require, as a condition to the exercise of the Option (or
      at any time as the Company may choose) that the Participant signs an
      irrevocable proxy appointing such person as the Board of directors
      directs, and until such time as the Board shall prescribe, to exercise all
      voting rights with respect to any Shares acquired upon the exercise of the
      Options, and the Participant agrees to sign any such proxy or other
      relevant documents as required by the Company. In order for the Company to
      issue Shares upon the exercise of any of the Options, the Participant
      hereby agrees to sign any and all documents required by any applicable law
      and/or by the Company's incorporated documents.



10.   The transfer of Options and the transfer of Shares to be issued upon
      exercise of the Options shall be subject to the limitations set forth in
      the Plan and/or the Israeli Appendix and in the Company's incorporation
      documents or any shareholders' agreement to which the holders of ordinary
      shares of the Company are bound and in accordance with any securities
      laws.

11.   With respect to any Approved 102 Option, subject to the provisions of
      Section 102 and any rules or regulation or orders or procedures
      promulgated thereunder, an Participant shall not sell or release from
      trust any Share received upon the exercise of an Approved 102 Option
      and/or any share received subsequently following any realization of
      rights, including without limitation, bonus shares, until the lapse of the
      Holding Period required under Section 102 of the Ordinance.
      Notwithstanding the above, if any such sale or release occurs during the
      Holding Period, the sanctions under Section 102 of the Ordinance and under
      any rules or regulation or orders or procedures promulgated thereunder
      shall apply to and shall be borne by such Participant.

12.   With respect to Unapproved 102 Option, if the Participant ceases to be
      employed by the Company or any Affiliate, the Participant shall extend to
      the Company and/or its Affiliate a security or guarantee for the payment
      of tax due at the time of sale of Shares, all in accordance with the
      provisions of Section 102 and the rules, regulation or orders promulgated
      thereunder.

13.   The Participant acknowledges that in the event Company's shares shall be
      registered for trading in any public market, the Participant's right to
      sell Shares may be subject to limitations (including a lock-up period), as
      will be requested by the Company or its underwriters, and the Participant
      unconditionally agrees and accepts any such limitations. The Participant
      acknowledges that in order to enforce the above restriction, the Company
      may impose stop-transfer instructions with respect to the exercised
      Shares. The Participant shall not dispose of any Shares in transactions
      which violate, in the opinion of the Company, any applicable laws, rules
      and regulations. The Participant agrees that the Company shall have the
      authority to endorse upon the certificate or certificates representing the
      Shares such legends referring to the foregoing restrictions, and any other
      applicable restrictions as it may deem appropriate.

14.   Any tax consequences arising from the grant or exercise of any Option,
      from the payment for Shares covered thereby or from any other event or act
      (of the Company and/or its Affiliates, the Trustee or the Participant),
      hereunder, shall be borne solely by the Participant. The Company and/or
      its Affiliates and/or the Trustee shall withhold taxes according to the
      requirements under the applicable laws, rules, and regulations, including
      withholding taxes at source. Furthermore, the Participant hereby agrees to
      indemnify the Company and/or its Affiliates and/or the Trustee and hold
      them harmless against and from any and all liability for any such tax or
      interest or penalty thereon, including without limitation, liabilities
      relating to the necessity to withhold, or to have withheld, any such tax
      from any payment made to the Participant.

15.   The Participant will not be entitled to receive from the Company and/or
      the Trustee any Shares allocated or issued upon the exercise of Options
      prior to the full payments of the Participant's tax liabilities arising
      from Options which were granted to him and/or Shares issued upon the
      exercise of Options. For the avoidance of doubt, neither the Company nor
      the Trustee shall be required to release any share certificate to the
      Participant until all payments required to be made by the Participant have
      been fully satisfied. The receipt of the Options and the acquisition of
      the Shares to be issued upon the exercise of the Options may result in tax
      consequences. THE PARTICIPANT IS ADVISED TO CONSULT A TAX ADVISER WITH
      RESPECT TO THE TAX CONSEQUENCES OF RECEIVING OR EXERCISING THIS OPTION OR
      DISPOSING OF THE SHARES.

16.   With respect to Approved 102 Options, the Participant hereby acknowledges
      that he is familiar with the provisions of Section 102 and the regulations
      and rules promulgated thereunder, including without limitations the type
      of Option granted hereunder and the tax

                                     - 2 -


      implications applicable to such grant. The Participant accepts the
      provisions of the trust agreement signed between the Company and the
      Trustee, attached as Exhibit A hereto, and agrees to be bound by its
      terms.

17.   Subject to the provisions of the Plan and the Israeli Appendix, to which
      this Option Agreement is subject, this Option Agreement, together with the
      exhibit hereto, constitute the entire agreement between the Participant
      and the Company with respect to Options granted hereunder, and supersedes
      all prior agreements, understandings and arrangements, oral or written,
      between the Participant and the Company with respect to the subject matter
      hereof.

18.   The Participant shall regard the information in this Option Agreement, the
      Plan and the Israeli Appendix as confidential information

19.   The failure of any party to enforce at any time any provisions of this
      Option Agreement or the Plan or the Israeli Appendix shall in no way be
      construed to be a waiver of such provision or of any other provision
      hereof.

20.   The Participant hereby acknowledges and agrees that all of the terms and
      conditions of the Plan and the Israeli Appendix are incorporated herein by
      reference and this option is subject to such terms and conditions in all
      respects. Any interpretation of this Option Agreement will be made in
      accordance with the Plan and/or the Israeli Appendix, but in the event
      there is any contradiction between the provisions of this Option Agreement
      and the Plan and/or the Israeli Appendix, the provisions of the Option
      Agreement will prevail.

21.   All notices or other communications given or made hereunder shall be in
      writing and shall be delivered or mailed by registered mail or delivered
      by email or facsimile with written confirmation of receipt to the
      Participant and/or to the Company at the addresses shown below, or at such
      other place as the Company may designate by written notice to the
      Participant.

      Accepted and Agreed:                        M-Stream, Inc.

      ______________________________              By:___________________________
      Signature of Participant
                                                  Title:________________________

      Address:______________________              Address:______________________

Attachments:   Exhibit A: Trust Agreement

                                     - 3 -

EX-99.6

                                                                    EXHIBIT 99.6

            M-STREAM, INC.(THE "COMPANY") 2002 SHARE INCENTIVE PLAN
                                 GRANT AGREEMENT

This Grant Agreement, dated ________________, evidences the grant of an option
pursuant to the provisions of the M-Stream, Inc. 2002 Share Incentive Plan a
copy of which is available at the Company's office (the "Plan") from the Company
to the individual whose name appears below (the "Participant"), covering the
specific number of shares of Ordinary Shares of the Company ("Shares") set forth
below, pursuant to the provisions of the Plan and on the following terms and
conditions:

1.    Name of Participant: ______________

2.    Number of Shares subject to this option: ______________ Shares

3.    Exercise price per Share subject to this option: $ _________________

4.    Date of grant (the "Grant Date") of this option: _______________

5.    Type of option: ______________

6.    Vesting:______ The vested portion can be exercised at any time, subject to
      Section 7 below.

7.    The last day on which the vested portion of this option can be exercised
      is the earliest of

      a.    ___________________

      b.    the date on which the Participant's employment or provision of
            services terminates for "cause" (as defined in the Plan);

      c.    90 days following the date that the Participant's employment
            terminates other than for "cause" (as defined in the Plan), death or
            "permanent disability" (as defined in the Plan); or

      d.    1 year following the Participant's death or "permanent disability"
            (as defined in the Plan).

      e.    Any other circumstances as prescribed by the Plan.

8.    In the event of Change of Control the provisions of the Plan will apply,
      provided, however, that if the Acquiring Corporation is Broadcom
      Corporation, unless the Board of Directors determined otherwise, then, all
      of the outstanding Options which have been granted under the Plan and
      which are not exercisable as of the effective date of the Change of
      Control shall automatically accelerate and become exercisable immediately
      prior to the effective date of the Change of Control, and all restrictions
      and conditions on any Restricted Shares shall lapse upon the effective
      date of the Change of Control . The Participant acknowledges that in the
      event of a Change of Control, he may be obliged to sell, assign or
      exchange, as the case may be, the Shares such Participant purchased under
      the Plan and any Options or portion to the extent then vested and
      exercisable, all in accordance with any instructions then to be issued by
      the Board of Directors and the provisions of the incorporation documents
      of the Company. The Participant hereby agrees and undertakes that in the
      event of Change of Control he will take any and all required actions and
      sign all documents as requested, in order to facilitate the consummation
      of the Change of Control, including without limitation, voting all shares
      of the



      Company then held by the undersigned in favor of such Change of Control
      and signing a proxy selling to the Acquiring Corporation all of the
      Company's securities then held by the Participant, if so requested.

9.    The Company may require, as a condition to the exercise of the Option (or
      at any time as the Company may choose) that the Participant signs an
      irrevocable proxy appointing such person as the Board of directors
      directs, and until such time as the Board shall prescribe, to exercise all
      voting rights with respect to any Shares acquired upon the exercise of the
      Options, and the Participant agrees to sign any such proxy or other
      relevant documents as required by the Company

10.   The Participant hereby acknowledges and agrees that all of the terms and
      conditions of the Plan are incorporated herein by reference and this
      option is subject to such terms and conditions in all respects.
      Capitalized terms that are used but not otherwise defined herein shall
      have the meaning given to such terms in the Plan. This Grant Agreement
      (including the Annex A attached hereto) and the Plan constitute the entire
      agreement of the parties with respect to the subject matter hereof, and
      supersede any prior written or oral agreements. If the Participant is
      entitled to exercise the vested portion of this option, and wishes to do
      so, in whole or in part, the Participant shall submit to the Company a
      notice of exercise, in the form attached as Annex A, specifying the
      exercise date and the number of Shares to be purchased pursuant to such
      exercise, or any other form as may be prescribed by the Company, and shall
      remit to the Company in a form satisfactory to the Company (in its sole
      discretion) the exercise price, plus an amount sufficient to satisfy any
      withholding tax obligations of the Company that arise in connection with
      such exercise.

11.   All notices or other communications given or made hereunder shall be in
      writing and shall be delivered or mailed by registered mail or delivered
      by email or facsimile with written confirmation of receipt to the
      Participant and/or to the Company at the addresses shown below, or at such
      other place as the Company may designate by written notice to the
      Participant

Accepted and Agreed:                          M-Stream, Inc.

______________________________                By:_______________________________
Signature of Participant
                                              Title:____________________________

Address:______________________                Address:__________________________



                                     ANNEX A

                                  M-STREAM INC.
                  NOTICE OF EXERCISE OF INCENTIVE SHARE OPTION

      1. Exercise of Option. Pursuant to the M-Stream, Inc. 2002 Share Incentive
Plan (the "Plan") and my agreement with M-Stream Inc. (the "Company") dated
_____________ (the "Grant Agreement"), I hereby elect to exercise my incentive
share option (the "Option") to the extent of ____________ Ordinary Shares of the
Company (the "Shares"), par value $0.01 per share.

      2. Delivery of Payment. I hereby deliver to the Company a cashier's check
in the amount of $_________ in full payment of the purchase price of the Shares
[determined by multiplying (a) the exercise price per Share as set forth in my
Grant Agreement, by (b) the number of Shares as to which I am exercising the
Option], or through such other payment method agreed to by the Company and
permitted under the terms of the Plan.

      3. Representations. In connection with my exercise of the Option, I hereby
represent to the Company as follows:

            (a) I am acquiring the Shares solely for investment purposes, with
no present intention of distributing or reselling any of the Shares or any
interest therein other than pursuant to the Securities Act of 1933, as amended
(the "Securities Act"). I acknowledge that the Shares have not been registered
under the Securities Act.

            (b) I am aware of the Company's business affairs and financial
condition and have acquired sufficient information about the Company to reach an
informed and knowledgeable decision to acquire the Shares.

            (c) I understand that the Shares are "restricted securities" under
applicable U.S. federal and state securities laws and that, pursuant to these
laws, I must hold the Shares indefinitely unless they are registered with the
Securities and Exchange Commission and qualified by state authorities, or unless
an exemption from such registration and qualification requirements is available.
I acknowledge that the Company has no obligation to register or qualify the
Shares for resale. I further acknowledge that if an exemption from registration
or qualification is available, it may be conditioned on various requirements
including, but not limited to, the time and manner of sale, the holding period
for the Shares, and requirements relating to the Company which are outside of my
control, and which the Company is under no obligation to and may not be able to
satisfy.

            (d) I understand that there is no public market for the Shares, that
no market may ever develop for them, and that the Shares have not been approved
or disapproved by the Securities and Exchange Commission or any governmental
agency.

            (e) I understand and agree that I am acquiring the Shares subject
to, and shall be bound by, the terms and conditions of the Plan and the Grant
Agreement (which are both incorporated herein by reference).



            (f) I understand that the certificate representing the Shares will
be imprinted with the following legends:

            THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
            UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND
            MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
            OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND
            APPLICABLE STATE SECURITIES LAWS.

            THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
            RIGHT OF FIRST REFUSAL AND A REPURCHASE RIGHT IN FAVOR OF THE
            COMPANY OR ITS ASSIGNEE AS SET FORTH IN THE COMPANY'S STOCK OPTION
            PLAN. SUCH RIGHT OF FIRST REFUSAL AND REPURCHASE RIGHT ARE BINDING
            ON TRANSFEREES OF THE SHARES REPRESENTED BY THIS CERTIFICATE.

            (g) If I make a disposition of the Shares within either two (2)
years after the Option was granted to me or one (1) year after I exercised the
Option with respect to the Shares, I shall promptly notify the Company and the
Company shall have the right to require me to pay to the Company an amount
sufficient to satisfy any federal, state and local tax withholding obligations.
I have consulted my own tax advisors to the extent that I have deemed it
advisable in connection with my exercise of the Option and I am not relying on
the Company for any tax advice.

                                      Submitted by the Optionholder:

Date:_____________                    By:_______________________________________

                                      Print Name:_______________________________

                                      Address:__________________________________

                                              __________________________________

                                      Social Security No._______________________

                                      Received and Accepted by the Company:

                                      By:_______________________________________

                                      Print Name:_______________________________

                                      Title:____________________________________



Note: If options are being exercised on behalf of a deceased Plan participant,
then this Notice must be signed by such participant's personal representative
and must be accompanied by a certificate issued by an appropriate authority
evidencing that the individual signing this Notice has been duly appointed and
is currently serving as the participant's personal representative under
applicable local law governing decedents' estates.