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.

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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.

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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.

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      (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.


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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

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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

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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.

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                                   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.

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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.

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      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.

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