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                                                                 EXHIBIT 10-b-10



                    MEMORANDUM OF PROPOSED AMENDMENTS TO THE
                    CONEXANT SYSTEMS, INC. STOCK OPTION PLANS

      Amend the appropriate section of each of the following stock option plans
      of Conexant Systems, Inc. ("Conexant"): (i) Conexant Systems, Inc. 1998
      Stock Option Plan; (ii) Conexant Systems, Inc. 1999 Long-Term Incentives
      Plan; (iii) Conexant Systems, Inc. 2000 Non-Qualified Stock Plan; (iv)
      Istari Design, Inc. 1997 Stock Option Plan; (v) Microcosm Communications
      Limited Stock Option Plan; (vi) Maker Communications, Inc. 1996 Stock
      Option Plan; (vii) Maker Communications, Inc. 1999 Stock Incentive Plan;
      (viii) Applied Telecom, Inc. 2000 Non-Qualified Stock Option Plan; (ix)
      Philsar Semiconductor Inc. Stock Option Plan; (x) Sierra Imaging, Inc.
      1996 Stock Option Plan; (xi) HotRail, Inc. 1997 Equity Incentive Plan;
      (xii) HotRail, Inc. 2000 Equity Plan; (xiii) NetPlane Systems, Inc. Stock
      Option Plan; (xiv) Novanet Semiconductor Ltd. Employee Shares Option Plan;
      and (xv) HyperXS Communications, Inc. 2000 Stock Option Plan
      (collectively, the "Plans"), to add to the definition of "Participant",
      "Covered Employee", "Optionee", "Grantee" or other similar term, as the
      case may be, in each of the Plans, the following:

                  "Notwithstanding the foregoing, a Participant, Covered
            Employee, Optionee, Grantee or other similar term, as the case may
            be, referring to a holder of a stock option outstanding hereunder,
            shall also include any employee of Conexant Systems, Inc.
            ("Conexant") or any of its subsidiaries as of the opening of
            business on the Distribution Date (as defined below) who then held
            one or more outstanding stock options hereunder and who at or prior
            to the time of the Distribution (as defined below) on the
            Distribution Date remained or became an employee of Washington or
            any of its subsidiaries (a "Continuing Washington Employee"), but
            only for purposes of determining such employee's rights with respect
            to his or her outstanding stock options and only so long as such
            employee shall remain an employee of Washington or any of its
            subsidiaries. For purposes of the preceding sentence, (i)
            "Washington" shall mean Washington Sub, Inc., a Delaware
            corporation, and any successor thereto and (ii) "Distribution Date"
            and "Distribution" shall have the meanings set forth in the
            Contribution and Distribution Agreement, dated as of December 16,
            2001, as amended as of June 14, 2002, by and between Conexant and
            Washington relating, among other things, to the distribution of
            shares of Washington common stock to Conexant's shareholders. Solely
            for purposes of vesting and treatment of a Continuing Washington
            Employee's options hereunder upon termination of employment due to
            retirement, death, disability or otherwise, continued employment of
            a Continuing Washington Employee with Washington or Alpha
            Industries, Inc. (or an affiliate thereof) shall be treated as
            continued employment with Conexant."