S-8

As filed with the Securities and Exchange Commission on April 12, 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
(State or other jurisdiction
of incorporation or organization) 33-0480482
(IRS Employer Identification No.)

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

Sand Video, Inc. 2002 Stock 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
Sand Video, Inc. 2002 Stock Incentive Plan, as amended (as assumed by Broadcom Corporation) Class A Common Stock, $.0001 par value		214,981	$	3.86	(2)	$	829,826.66	(2)	$	105.14

(1)

This Registration Statement shall also cover any additional shares of Broadcom Corporation’s Class A Common Stock that become issuable under the Sand Video, Inc. 2002 Stock Incentive Plan, as amended (as assumed by Broadcom Corporation) 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.

(2)

Calculated solely for the purpose of this offering under Rule 457(h) of the Securities Act of 1933, as amended (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 99.1
EXHIBIT 99.2
EXHIBIT 99.3

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) 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

(c) Broadcom’s Registration Statement No. 000-23993 on Form 8-A filed April 6, 1998 with the SEC, including any other amendments or reports filed for the purpose of updating such description, in which there is described the terms, rights and provisions applicable to Broadcom’s Class A Common Stock.

     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.

     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

II-1

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. These 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.

Item 7. Exemption from Registration Claimed

     Not applicable.

II-2

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(c).
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	Sand Video, Inc. 2002 Stock Incentive Plan, as amended.
99.2	Form of Incentive Stock Option Agreement for Sand Video, Inc. 2002 Stock Incentive Plan, as amended.
99.3	Form of Nonstatutory Stock Option Agreement for Sand Video, Inc. 2002 Stock Incentive Plan, as amended.

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 under the Sand Video, Inc. 2002 Stock Incentive Plan, as amended.

     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.

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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 12th day of April, 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 and Chief Executive Officer and Director (Principal Executive Officer)	April 12, 2004
/s/ HENRY SAMUELI Henry Samueli, Ph.D.	Chairman of the Board and Chief Technical Officer	April 12, 2004
/s/ WILLIAM J. RUEHLE William J. Ruehle	Vice President and Chief Financial Officer (Principal Financial Officer)	April 12, 2004
/s/ BRUCE E. KIDDOO Bruce E. Kiddoo	Vice President and Corporate Controller (Principal Accounting Officer)	April 12, 2004
/s/ GEORGE L. FARINSKY George L. Farinsky	Director	April 12, 2004
/s/ JOHN MAJOR John Major	Director	April 12, 2004
/s/ ROBERT E. SWITZ Robert E. Switz	Director	April 12, 2004
/s/ WERNER F. WOLFEN Werner F. Wolfen	Director	April 12, 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(c).
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	Sand Video, Inc. 2002 Stock Incentive Plan, as amended.
99.2	Form of Incentive Stock Option Agreement for Sand Video, Inc. 2002 Stock Incentive Plan, as amended.
99.3	Form of Nonstatutory Stock Option Agreement for Sand Video, Inc. 2002 Stock Incentive Plan, as amended.

EX-5.1

EXHIBIT 5.1

April 9, 2004

Broadcom Corporation
16215 Alton Parkway
Irvine, California 92618

Re: Broadcom Corporation – Registration Statement for Offering of 214,981 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 214,981 shares of the Company’s Class A common stock for issuance under the Sand Video, Inc. 2002 Stock Incentive Plan, as amended and subsequently assumed by the Company (the “Plan”).

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 the assumption of the 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 option agreements duly authorized under the 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 Plan or the shares of the Company’s common stock issuable under such plan.

Very truly yours,


MORGAN, LEWIS & BOCKIUS LLP
 

/s/ 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 the Sand Video, Inc. 2002 Stock 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
April 8, 2004

EX-99.1

                                                                    EXHIBIT 99.1

                                SAND VIDEO, INC.

                            2002 STOCK INCENTIVE PLAN
                       (AS AMENDED THROUGH APRIL 6, 2004)

I.       PURPOSE

         The purpose of the Sand Video, Inc. 2002 Stock Incentive Plan (Amended
and Restated) (the "Plan") is to attract and retain and provide incentives to
employees, officers, directors and consultants of the Corporation, and to
thereby increase overall shareholder value. The Plan generally provides for the
granting of stock, stock options, stock appreciation rights, restricted shares
or any combination of the foregoing to the eligible participants. The Plan
amends, restates and supersedes that certain Sand Video, Inc. 2002 Stock
Incentive Plan effective as of October 7, 2002.

II.      DEFINITIONS

         (a) "Award" includes, without limitation, stock options (including
incentive stock options within the meaning of Section 422(b) of the Code) with
or without stock appreciation rights, dividend equivalent rights, stock awards,
restricted share awards, or other awards that are valued in whole or in part by
reference to, or are otherwise based on, the Common Stock ("other Common
Stock-based Awards"), all on a stand alone, combination or tandem basis, as
described in or granted under this Plan.

         (b) "Award Agreement" means a written agreement setting forth the terms
and conditions of each Award made under this Plan.

         (c) "Board" means the Board of Directors of the Corporation.

         (d) "Cause" means (i) failure by a Participant to substantially perform
his or her duties and obligations to the Corporation (other than any such
failure resulting from his or her incapacity due to physical or mental illness);
(ii) engaging in misconduct or a fiduciary breach which is, or potentially is,
materially injurious to the Corporation or its shareholders; (iii) commission of
a felony; (iv) the commission of a crime against the Corporation which is, or
potentially is, materially injurious to the Corporation; or (v) as otherwise
provided in the Award Agreement. For purposes of this Plan, the existence of
Cause shall be determined by the Committee in its sole discretion.

         (e) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

         (f) "Committee" means the Compensation Committee of the Board or such
other committee of the Board as may be designated by the Board from time to time
to administer this Plan the members of which shall consist solely of members of
the Board who are "Non-Employee Directors" within the meaning of Rule 16b-3 of
the Exchange Act and are "outside directors" for purposes of Code Section
162(m)(4)(C) of the Code.

         (g) "Common Stock" means the common stock, $.01 par value, of the
Corporation.



         (h) "Corporation" means Sand Video, Inc., a Delaware corporation.

         (i) "Employee" means an employee of the Corporation or a Subsidiary.

         (j) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         (k) "Fair Market Value" means the closing price for the Common Stock as
officially reported on the relevant date (or if there were no sales on such
date, on the next preceding date on which such closing price was recorded) by
the principal national securities exchange on which the Common Stock is listed
or admitted to trading, or, if the Common Stock is not listed or admitted to
trading on any such national securities exchange, the closing price as furnished
by the National Association of Securities Dealers through Nasdaq or a similar
organization if Nasdaq is no longer reporting such information, or, if the
Common Stock is not quoted on Nasdaq, as determined in good faith by resolution
of the Committee (whose determination shall be conclusive), based on the best
information available to it.

         (l) "Participant" means an Employee, officer, director or consultant
who has been granted an Award under the Plan.

         (m) "Plan Year" means a twelve-month period beginning with January 1 of
each year.

         (n) "Subsidiary" means any corporation or other entity, whether
domestic or foreign, in which the Corporation has or obtains, directly or
indirectly, a proprietary interest of more than 50% by reason of stock ownership
or otherwise.

III.     ELIGIBILITY

         Any Employee, officer, director or consultant of the Corporation or
Subsidiary selected by the Committee is eligible to receive an Award.

IV.      PLAN ADMINISTRATION

         (a) The Plan shall be administered by the Committee. The Committee
shall periodically make determinations with respect to the participation of
Employees, officers, directors and consultants in the Plan and, except as
otherwise required by law or this Plan, the grant terms of Awards, including
vesting schedules, price, restriction or option period, dividend rights,
post-retirement and termination rights, payment alternatives such as cash,
stock, contingent awards or other means of payment consistent with the purposes
of this Plan, and such other terms and conditions as the Committee deems
appropriate which shall be contained in an Award Agreement with respect to a
Participant.

         (b) The Committee shall have authority to interpret and construe the
provisions of the Plan and any Award Agreement and make determinations pursuant
to any Plan provision or Award Agreement which shall be final and binding on all
persons. No member of the Committee shall be liable for any action or
determination made in good faith, and the members shall be entitled to
indemnification and reimbursement in the manner provided in the Corporation's
Certificate of Incorporation, as it may be amended from time to time.


                                       2


         (c) The Committee shall have the authority at any time to provide for
the conditions and circumstances under which Awards shall be forfeited. The
Committee shall have the authority to accelerate the vesting of any Award and
the times at which any Award becomes exercisable.

V.       CAPITAL STOCK SUBJECT TO THE PROVISIONS OF THIS PLAN

         (a) The capital stock subject to the provisions of this Plan shall be
shares of authorized but unissued Common Stock and shares of Common Stock held
as treasury stock. Subject to adjustment in accordance with the provisions of
Section X, and subject to Sections V(b) and (c) below, the total number of
shares of Common Stock available for grants of Awards shall not exceed 329,483.

         (b) The grant of a restricted share Award shall be deemed to be equal
to the maximum number of shares which may be issued under the Award. Awards
payable only in cash will not reduce the number of shares available for Awards
granted under the Plan.

         (c) There shall be carried forward and be available for Awards under
the Plan, in addition to shares available for grant under paragraph (a) of this
Section V, all of the following: (i) any unused portion of the limit set forth
in paragraph (a) of this Section V; (ii) shares represented by Awards which are
cancelled, forfeited, surrendered, terminated, paid in cash or expire
unexercised; and (iii) the excess amount of variable Awards which become fixed
at less than their maximum limitations.

VI.      AWARDS UNDER THIS PLAN

         As the Committee may determine, the following types of Awards and other
Common Stock-based Awards may be granted under this Plan on a stand alone,
combination or tandem basis:

         (a) Stock Option. A right to buy a specified number of shares of Common
Stock at a fixed exercise price during a specified time, all as the Committee
may determine.

         (b) Incentive Stock Option. An Award in the form of a stock option
which shall comply with the requirements of Section 422 of the Code or any
successor section as it may be amended from time to time. Subject to adjustment
in accordance with the provisions of Section X, the aggregate number of shares
which may be subject to incentive stock option Awards under this Plan shall not
exceed 329,483 shares, subject to Section V above. To the extent that Section
422 of the Code requires certain provisions to be set forth in a written plan,
said provisions are incorporated herein by this reference.

         (c) Stock Appreciation Right. A right, which may or may not be
contained in the grant of a stock option or incentive stock option, to receive
in cash (or its equivalent value in Common Stock) the excess of the Fair Market
Value of a share of Common Stock on the date the right is surrendered over the
option exercise price or other price specified in the Award Agreement.


                                       3


         (d) Restricted Shares. The issuance of Common Stock to a Participant
subject to forfeiture until such restrictions, terms and conditions as the
Committee may determine are fulfilled.

         (e) Dividend or Equivalent. A right to receive dividends or their
equivalent in value in Common Stock, cash or in a combination of both with
respect to any new or previously existing Award.

         (f) Stock Award. The issuance of Common Stock, which may be on a
contingent basis, to a Participant.

         (g) Other Stock-Based Awards. Other Common Stock-based Awards which are
related to or serve a similar function to those Awards set forth in this Section
VI.

VII.     AWARD AGREEMENTS

         Each Award under the Plan shall be evidenced by an Award Agreement
setting forth the terms and conditions of the Award and executed by the
Corporation and the Participant.

VIII.    OTHER TERMS AND CONDITIONS

         (a) Assignability. Unless provided to the contrary in any Award, no
Award shall be assignable or transferable except by will or by the laws of
descent and distribution and, during the lifetime of a Participant, the Award
shall be exercisable only by such Participant.

         (b) Termination of Employment or Other Relationship. The Committee
shall determine the disposition of the grant of each Award in the event of the
retirement, disability, death or other termination of a Participant's employment
or other relationship with the Corporation or a Subsidiary.

         (c) Rights as a Stockholder. A Participant shall have no rights as a
stockholder with respect to shares covered by an Award until the date the
Participant is the holder of record. No adjustment will be made for dividends or
other rights for which the record date is prior to such date.

         (d) No Obligation to Exercise. The grant of an Award shall impose no
obligation upon the Participant to exercise the Award.

         (e) Payments by Participants. The Committee may determine that Awards
for which a payment is due from a Participant may be payable: (i) in U.S.
dollars by personal check, bank draft or money order payable to the order of the
Corporation, by money transfers or direct account debits; (ii) through the
delivery or deemed delivery based on attestation to the ownership of shares of
Common Stock with a Fair Market Value equal to the total payment due from the
Participant, provided the shares so delivered or deemed delivered were acquired
by Participant in the open-market or were held by Participant for at least six
months prior to such delivery; (iii) pursuant to a broker-assisted "cashless
exercise" program if established by the Corporation; (iv) by a combination of
the methods described in (i) through (iii) above; or (v) by such other methods
as the Committee may deem appropriate.


                                       4


         (f) Withholding. Except as otherwise provided by the Committee, (i) the
deduction of withholding and any other taxes required by law will be made from
all amounts paid in cash and (ii) in the case of payments of Awards in shares of
Common Stock, the Participant shall be required to pay the amount of any taxes
required to be withheld prior to receipt of such stock, or alternatively, a
number of shares the Fair Market Value of which equals the amount required to be
withheld may be deducted from the payment.

         (g) Restrictions on Sale and Exercise. Every Award Agreement, as a
condition to the Corporation's obligation to issue any Common Stock pursuant to
the Award, shall require the Participant to agree in writing to be bound by and
comply with the provisions of that certain Co-Sale and First Refusal Agreement,
dated October 4, 2002, a copy of which is attached hereto as Annex A, and that
certain Voting Agreement, dated October 4, 2002, a copy of which is attached
hereto as Annex B.

         (h) Maximum Awards. The maximum number of shares of Common Stock that
may be issued to any single Participant pursuant to Awards under this Plan or in
any single Plan Year is 329,483.

         (i) California Provisions. With respect to any Awards granted to
residents of California (x) the provisions set forth on Annex C are incorporated
herein by reference and (y) to the extent of any conflict between the provisions
of Annex C and the other provisions hereof, the provisions of Annex C shall
govern.

IX.      TERMINATION, MODIFICATION AND AMENDMENTS

         (a) The Plan may from time to time be terminated, modified or amended
by the affirmative vote of the holders of a majority of the outstanding shares
of the capital stock of the Corporation present or represented and entitled to
vote at a duly held stockholders meeting.

         (b) The Board may at any time terminate the Plan or from time to time
make such modifications or amendments of the Plan as it may deem advisable;
provided, however, that the Board shall not make any material amendments to the
Plan without the approval of at least the affirmative vote of the holders of a
majority of the outstanding shares of the capital stock of the Corporation
present or represented and entitled to vote at a duly held stockholders meeting.

         (c) No termination, modification or amendment of the Plan may adversely
affect the rights conferred by an Award without the consent of the recipient
thereof.

         X. RECAPITALIZATION

         The aggregate number of shares of Common Stock as to which Awards may
be granted to Participants, the number of shares thereof covered by each
outstanding Award and the price per share thereof in each such Award, shall all
be proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a subdivision or consolidation of shares
or other capital adjustment, or the payment of a stock dividend or other
increase or decrease in such shares, effected without receipt of consideration
by the Corporation, or other change in corporate or capital structure; provided,
however, that any fractional shares resulting from any such adjustment shall be
eliminated. The Committee may also make the


                                       5


foregoing changes and any other changes, including changes in the classes of
securities available, to the extent it is deemed necessary or desirable to
preserve the intended benefits of the Plan for the Corporation and the
Participants in the event of any other reorganization, recapitalization, merger,
consolidation, spin-off, extraordinary dividend or other distribution or similar
transaction.

XI.      NO RIGHT TO EMPLOYMENT

         No person shall have any claim or right to be granted an Award, and the
grant of an Award shall not be construed as giving a Participant the right to be
retained in the employ of, or in the other relationship with, the Corporation or
a Subsidiary. Further, the Corporation and each Subsidiary expressly reserve the
right at any time to dismiss a Participant free from any liability, or any claim
under the Plan, except as provided herein or in any Award Agreement issued
hereunder.

XII.     GOVERNING LAW

         To the extent that federal laws do not otherwise control, the Plan
shall be construed in accordance with and governed by the laws of the State of
Delaware.

XIII.    SAVINGS CLAUSE

         This Plan is intended to comply in all aspects with applicable laws and
regulations, including, with respect to those Employees who are officers or
directors for purposes of Section 16 of the Exchange Act, Rule 16b-3 under the
Exchange Act. In case any one more of the provisions of this Plan shall be held
invalid, illegal or unenforceable in any respect under applicable law and
regulation (including Rule 16b-3), the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby
and the invalid, illegal or unenforceable provision shall be deemed null and
void; however, to the extent permissible by law, any provision which could be
deemed null and void shall first be construed, interpreted or revised
retroactively to permit this Plan to be construed in compliance with all
applicable laws (including Rule 16b-3) so as to foster the intent of this Plan.

XIV.     EFFECTIVE DATE AND TERM

         The effective date of this Plan is October 7, 2002. The Plan shall
terminate on October 7, 2012. No awards shall be granted after the termination
of the Plan.

         The adoption of the Plan is subject to approval by the Corporation's
shareholders, which approval must be obtained within 12 months from the date the
Plan is adopted by the Board. In the event that the shareholders fail to approve
the Plan within 12 months after its adoption by the Board, any Awards made under
the Plan shall be rescinded, and no additional Awards shall be made thereafter
under the Plan.


                                       6


                                     ANNEX A

                   Form of Co-Sale and First Refusal Agreement


                                       7



                                     ANNEX B

                            Form of Voting Agreement


                                       8


                                     ANNEX C

                              California Provisions

EXERCISE PRICE

Each Award Agreement shall state the price at which shares subject to the Award
may be purchased (the "Exercise Price"), which Exercise Price shall be not less
than (x) 85% of the Fair Market Value of the Common Stock on the date of Award
is approved by the Committee or (y) in the case of a holder of 10% or more of
the total voting power of all classes of stock of the Corporation or its parent
or subsidiaries, 100% of the Fair Market Value ( or 110% of the Fair Market
Value in the case of an Award which is a Stock Option). The Exercise Price
restriction set forth above shall be inoperative if the shares to be issued upon
payment of the Exercise Price have been registered under a then currently
effective registration statement under applicable federal securities laws and
the issuer (i) is subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act, or (ii) becomes an investment company registered or
required to be registered under the Investment Company Act of 1940; or if a
determination is made by counsel for the Corporation that such Exercise Price
restrictions are not required in the circumstances under applicable federal or
state securities laws.

TERM OF AWARD AGREEMENTS

Each Award Agreement shall provide that such Award Agreement shall terminate no
later than ten years after the date such Award Agreement is entered into.

INFORMATION TO PARTICIPANTS

To the extent necessary to comply with California Law, the Corporation each year
shall furnish to Participants its balance sheet and income statement unless such
Participants are limited to key Employees whose duties with the Corporation
assure them access to equivalent information.


                                       9

EX-99.2

                                                                    EXHIBIT 99.2


                                                                ISO for Employee

                                OPTION AGREEMENT


         OPTION AGREEMENT, dated as of __________, by and between Sand Video,
Inc. (the "Corporation") and ________ (the "Optionee"), residing at ___________.

         WHEREAS, the Corporation has adopted the Sand Video, Inc. 2002 Stock
Incentive Plan (the "Plan"); and

         WHEREAS, the Compensation Committee of the Board of Directors of the
Corporation (the "Committee") has determined that it is desirable and in the
best interest of the Corporation to grant to the Optionee a stock option as an
incentive for the Optionee to advance the interests of the Corporation.


         NOW, THEREFORE, the parties agree as follows:

         1.       GRANT OF OPTION.

                  (a) Pursuant to the Plan, a copy of which is attached hereto,
and subject to the terms and conditions set forth herein and therein, the
Corporation hereby grants to the Optionee the right and option (the "Option") to
purchase all or any part of _______ shares (the "Option Shares") of the
Corporation's Common Stock, $.01 par value per share (the "Common Stock").

                  (b) The Option is intended to qualify as an incentive stock
option, as defined in Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), to the maximum extent permitted by such Section 422.

                  (c) The grant of the Option shall be subject to the Plan's
approval by the shareholders of the Corporation within twelve months of the
effective date of the Plan. In the event such approval is withheld, the Option
shall become null and void.


         2.       PURCHASE PRICE.

                  The purchase price (the "Purchase Price") of the Option Shares
shall be $_____ per share.


         3.       TIME OF EXERCISE; TERM.

                  (a) The Option shall become exercisable, on a cumulative
basis, as to 25% of the Option Shares on the first anniversary of the date
hereof, and as to an additional 2.083% of the Option Shares each month
thereafter.



                  (b) Subject to the earlier expiration as expressly provided in
Paragraph 6 hereof, the Option shall expire and cease to have any force or
effect on the tenth anniversary hereof.

         4.       ADJUSTMENT UPON CHANGES IN CAPITALIZATION.

                  (a) The aggregate number of Option Shares and the Purchase
Price shall be appropriately adjusted by the Committee for any increase or
decrease in the number of issued shares of Common Stock resulting from a
subdivision or consolidation of shares or other capital adjustment, or the
payment of a stock dividend or other increase or decrease in such shares,
effected without receipt of consideration by the Corporation, or other change in
corporate or capital structure.

                  (b) Any adjustment under this Paragraph 4 in the number of
Option Shares shall apply proportionately to only the unexercised portion of the
Option. If fractions of a share would result from any such adjustment, the
adjustment shall be revised to the next lower whole number of shares.

         5.       METHOD OF EXERCISING OPTION AND WITHHOLDING.

                  (a) The Option shall be exercised by the delivery by the
Optionee to the Corporation at its principal office (or at such other address as
may be established by the Committee) of written notice of the number of Option
Shares with respect to which the Option is exercised, accompanied by payment in
full of the aggregate Purchase Price for such Option Shares. Payment for such
Option Shares shall be made (i) in U.S. dollars by personal check, bank draft or
money order payable to the order of the Corporation, by money transfers or
direct account debits; (ii) through the delivery or deemed delivery based on
attestation to the ownership of shares of Common Stock with a fair market value
equal to the total payment due from Optionee, provided the shares so delivered
or deemed delivered were acquired by Optionee in the open-market or were held by
Optionee for at least six months prior to such delivery; (iii) pursuant to a
broker-assisted "cashless exercise" program if established by the Corporation;
or (iv) by a combination of the methods described in (i) through (iii) above.

                  (b) The Corporation's obligation to deliver shares of Common
Stock upon the exercise of the Option shall be subject to the payment by the
Optionee of any applicable federal, state and local withholding tax. The
Corporation shall, to the extent permitted by law, have the right to deduct from
any payment of any kind otherwise due to the Optionee any federal, state or
local taxes required to be withheld with respect to such payment. Subject to the
right of the Committee to disapprove any such election and require the
withholding tax in cash, the Optionee shall have the right to elect to pay the
withholding tax with shares of Common Stock to be received upon exercise of the
Option or which are otherwise owned by the Optionee. Any election to pay
withholding taxes with stock shall be irrevocable once made.


                                       2


         6.       DISABILITY, DEATH OR TERMINATION OF EMPLOYMENT; CHANGE IN
                  CONTROL.

                  (a) If the employment of the Optionee with the Corporation or
a Subsidiary (as defined in the Plan) shall be terminated for "Cause" (as
hereinafter defined), and immediately after such termination the Optionee shall
not then be employed by the Corporation or a Subsidiary, the Option to the
extent not theretofore exercised shall expire forthwith. For purposes of this
Option Agreement, "Cause" shall mean "Cause" as defined in any employment
agreement ("Employment Agreement") between the Optionee and his employer, and,
in the absence of an Employment Agreement or in the absence of a definition of
"Cause" in such Employment Agreement, "Cause" shall mean (i) any continued
failure by the Optionee to obey the reasonable instructions of the person to
whom he reports, (ii) continued neglect by the Optionee of his duties and
obligations as an employee of his employer, or a failure to perform such duties
and obligations to the reasonable satisfaction of the person to whom he reports,
(iii) willful misconduct of the Optionee or other actions in bad faith by the
Optionee which are to the detriment of the Corporation or a Subsidiary including
without limitation conviction of a felony, embezzlement or misappropriation of
funds and conviction of any act of fraud or (iv) a breach of any material
provision of any Employment Agreement not cured within 10 days after written
notice thereof.

                  (b) If the Optionee's employment with the Corporation or a
Subsidiary shall terminate other than by reason of death or for Cause, and
immediately after such termination the Optionee shall not then be employed by
the Corporation or a Subsidiary, the Option may be exercised at any time within
three months after such termination, subject to the provisions of subparagraph
(d) of this Paragraph 6. The Option, to the extent unexercised, shall expire on
the day three months after the termination of the Optionee's employment with his
employer.

                  (c) If the Optionee dies (i) while employed by the Corporation
or a Subsidiary or (ii) within three months after the termination of his
employment other than for Cause, the Option may be exercised at any time within
six months after the Optionee's death, subject to the provisions of subparagraph
(d) of this Paragraph 6. The Option, to the extent unexercised, shall expire on
the date six months after the Optionee's death.

                  (d) The Option may not be exercised pursuant to this Paragraph
6 except to the extent that the Optionee was entitled to exercise the Option at
the time of the termination of his employment, or at the time of his death, and
in any event may not be exercised on and after the tenth anniversary of the date
hereof.

         7.       TRANSFER AND INVESTMENT REPRESENTATION.

                  (a) The Option is not transferable otherwise than by will or
the laws of descent and distribution, and the Option may be exercised during the
Optionee's lifetime only by the Optionee. Any attempt to transfer the Option in
contravention of this subparagraph (a) is void ab initio. The Option shall not
be subject to execution, attachment or other process.

                  (b) The Optionee represents that, unless at the time of
exercise of the Option the Option Shares are registered under the Securities Act
of 1933, any and all Option Shares purchased hereunder shall be acquired for
investment only and without a view to the resale or distribution thereof. If the
Option Shares are not so registered, certificates for the



                                       3


Option Shares shall bear a legend reciting the fact that such Option Shares may
only be transferred pursuant to an effective registration statement under the
Securities Act of 1933 or an opinion of counsel to the Corporation (or an
opinion of counsel to the Optionee reasonably satisfactory to the Corporation)
that such registration is not required. The Corporation may also issue "stop
transfer" instructions with respect to such Option Shares while they are subject
to such restrictions.

         8.       NO RIGHTS IN OPTION SHARES.

                  The Optionee shall have none of the rights of a shareholder
with respect to the Option Shares unless and until issued to him upon exercise
of the Option.

         9.       NO RIGHT TO EMPLOYMENT.

                  Nothing contained herein shall be deemed to confer upon the
Optionee any right to remain as an employee of the Corporation or a Subsidiary.

         10.      GOVERNING LAW/JURISDICTION.

                  This Option Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without reference to
principles of conflict of laws.


         IN WITNESS WHEREOF, the parties have executed this Option Agreement as
of the day and year first above written.



                                  ----------------------------------------------
                                  ____________, Optionee


                                  SAND VIDEO, INC.




                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                                       4

EX-99.3

                                                                    EXHIBIT 99.3


                                                                   NQ Grant Form

                                OPTION AGREEMENT

         OPTION AGREEMENT, dated as of                  , ________, by and
between Sand Video, Inc. (the "Corporation") and ___________ (the "Optionee"),
residing at______________________________________.

         WHEREAS, the Corporation has adopted the Sand Video, Inc. 2002 Stock
Incentive Plan (the "Plan"); and

         WHEREAS, the Compensation Committee of the Board of Directors of the
Corporation (the "Committee") has determined that it is desirable and in the
best interest of the Corporation to grant to the Optionee a stock option as an
incentive for the Optionee to advance the interests of the Corporation.

         NOW, THEREFORE, the parties agree as follows:

         1.       GRANT OF OPTION.

                  (a) Pursuant to the Plan, a copy of which is attached hereto,
and subject to the terms and conditions set forth herein and therein, the
Corporation hereby grants to the Optionee the right and option (the "Option") to
purchase all or any part of ________ shares (the "Option Shares") of the
Corporation's Common Stock, $.00l par value per share (the "Common Stock").

                  (b) The Option is not intended to qualify as an incentive
stock option, as defined in Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), to the maximum extent permitted by such Section 422.

                  (c) The grant of the Option shall be subject to the Plan's
approval by the shareholders of the Corporation within twelve months of the
effective date of the Plan. In the event such approval is withheld, the Option
shall become null and void.

         2.       PURCHASE PRICE.

                  The purchase price (the "Purchase Price") of the Option Shares
shall be $_____ per share.

         3.       TIME OF EXERCISE; TERM.

                  (a) The Option shall become exercisable, on a cumulative
basis, as to _____% of the Option Shares on the _______ anniversary of the date
hereof, and as to an additional ___% of the Option Shares on each of the _____,
________ and _______ anniversary of the date hereof.



                  (b) Subject to the earlier expiration as expressly provided in
Paragraph 6 hereof, the Option shall expire and cease to have any force or
effect on the tenth anniversary hereof.

         4.       ADJUSTMENT UPON CHANGES IN CAPITALIZATION.

                  (a) The aggregate number of Option Shares and the Purchase
Price shall be appropriately adjusted by the Committee for any increase or
decrease in the number of issued shares of Common Stock resulting from a
subdivision or consolidation of shares or other capital adjustment, or the
payment of a stock dividend or other increase or decrease in such shares,
effected without receipt of consideration by the Corporation, or other change in
corporate or capital structure.

                  (b) Any adjustment under this Paragraph 4 in the number of
Option Shares shall apply proportionately to only the unexercised portion of the
Option. If fractions of a share would result from any such adjustment, the
adjustment shall be revised to the next lower whole number of shares.

         5.       METHOD OF EXERCISING OPTION AND WITHHOLDING.

                  (a) The Option shall be exercised by the delivery by the
Optionee to the Corporation at its principal office (or at such other address as
may be established by the Committee) of written notice of the number of Option
Shares with respect to which the Option is exercised, accompanied by payment in
full of the aggregate Purchase Price for such Option Shares. Payment for such
Option Shares shall be made (i) in U.S. dollars by personal check, bank draft or
money order payable to the order of the Corporation, by money transfers or
direct account debits; (ii) through the delivery or deemed delivery based on
attestation to the ownership of shares of Common Stock with a fair market value
equal to the total payment due from Optionee, provided the shares so delivered
or deemed delivered were acquired by Optionee in the open-market or were held by
Optionee for at least six months prior to such delivery; (iii) pursuant to a
broker-assisted "cashless exercise" program if established by the Corporation;
or (iv) by a combination of the methods described in (i) through (iii) above.

                  (b) The Corporation's obligation to deliver shares of Common
Stock upon the exercise of the Option shall be subject to the payment by the
Optionee of any applicable federal, state and local withholding tax. The
Corporation shall, to the extent permitted by law, have the right to deduct from
any payment of any kind otherwise due to the Optionee any federal, state or
local taxes required to be withheld with respect to such payment. Subject to the
right of the Committee to disapprove any such election and require the
withholding tax in cash, the Optionee shall have the right to elect to pay the
withholding tax with shares of Common Stock to be received upon exercise of the
Option or which are otherwise owned by the Optionee. Any election to pay
withholding taxes with stock shall be irrevocable once made.


                                       2


         6.       DISABILITY, DEATH OR TERMINATION OF EMPLOYMENT; CHANGE IN
                  CONTROL.

                  (a) If the employment of the Optionee with the Corporation or
a Subsidiary (as defined in the Plan) shall be terminated for "Cause" (as
hereinafter defined), and immediately after such termination the Optionee shall
not then be employed by the Corporation or a Subsidiary, the Option to the
extent not theretofore exercised shall expire forthwith. For purposes of this
Option Agreement, "Cause" shall mean "Cause" as defined in any employment
agreement ("Employment Agreement") between the Optionee and his employer, and,
in the absence of an Employment Agreement or in the absence of a definition of
"Cause" in such Employment Agreement, "Cause" shall mean (i) any continued
failure by the Optionee to obey the reasonable instructions of the person to
whom he reports, (ii) continued neglect by the Optionee of his duties and
obligations as an employee of his employer, or a failure to perform such duties
and obligations to the reasonable satisfaction of the person to whom he reports,
(iii) willful misconduct of the Optionee or other actions in bad faith by the
Optionee which are to the detriment of the Corporation or a Subsidiary including
without limitation conviction of a felony, embezzlement or misappropriation of
funds and conviction of any act of fraud or (iv) a breach of any material
provision of any Employment Agreement not cured within 10 days after written
notice thereof.

                  (b) If the Optionee's employment with the Corporation or a
Subsidiary shall terminate other than by reason of death or for Cause, and
immediately after such termination the Optionee shall not then be employed by
the Corporation or a Subsidiary, the Option may be exercised at any time within
three months after such termination, subject to the provisions of subparagraph
(d) of this Paragraph 6. The Option, to the extent unexercised, shall expire on
the day three months after the termination of the Optionee's employment with his
employer.

                  (c) If the Optionee dies (i) while employed by the Corporation
or a Subsidiary or (ii) within three months after the termination of his
employment other than for Cause, the Option may be exercised at any time within
six months after the Optionee's death, subject to the provisions of subparagraph
(d) of this Paragraph 6. The Option, to the extent unexercised, shall expire on
the date six months after the Optionee's death.

                  (d) The Option may not be exercised pursuant to this Paragraph
6 except to the extent that the Optionee was entitled to exercise the Option at
the time of the termination of his employment, or at the time of his death, and
in any event may not be exercised on and after the tenth anniversary of the date
hereof.

         7.       TRANSFER AND INVESTMENT REPRESENTATION.

                  (a) The Option is not transferable otherwise than by will or
the laws of descent and distribution, and the Option may be exercised during the
Optionee's lifetime only by the Optionee. Any attempt to transfer the Option in
contravention of this subparagraph (a) is void ab initio. The Option shall not
be subject to execution, attachment or other process.


                                       3


                  (b) The Optionee represents that, unless at the time of
exercise of the Option the Option Shares are registered under the Securities Act
of 1933, any and all Option Shares purchased hereunder shall be acquired for
investment only and without a view to the resale or distribution thereof. If the
Option Shares are not so registered, certificates for the Option Shares shall
bear a legend reciting the fact that such Option Shares may only be transferred
pursuant to an effective registration statement under the Securities Act of 1933
or an opinion of counsel to the Corporation (or an opinion of counsel to the
Optionee reasonably satisfactory to the Corporation) that such registration is
not required. The Corporation may also issue "stop transfer" instructions with
respect to such Option Shares while they are subject to such restrictions.

         8.       NO RIGHTS IN OPTION SHARES.

                  The Optionee shall have none of the rights of a shareholder
with respect to the Option Shares unless and until issued to him upon exercise
of the Option.

         9.       NO RIGHT TO EMPLOYMENT.

                  Nothing contained herein shall be deemed to confer upon the
Optionee any right to remain as an employee of the Corporation or a Subsidiary.

         10.      GOVERNING LAW/JURISDICTION.

                  This Option Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without reference to
principles of conflict of laws.

         IN WITNESS WHEREOF, the parties have executed this Option Agreement as
of the day and year first above written.



                                              ----------------------------------
                                                                      , Optionee


                                              SAND VIDEO, INC.



                                              By:
                                                  ------------------------------
                                                  Name:
                                                  Title:



                                       4