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                             CONEXANT SYSTEMS, INC.               Exhibit 4.c.2
               MICROCOSM COMMUNICATIONS LIMITED STOCK OPTION PLAN
                             STOCK OPTION AGREEMENT
                        STOCK OPTION TERMS AND CONDITIONS


                  THE OPTIONS HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD WITHIN THE UNITED STATES (AS DEFINED IN RULE 902(L) UNDER THE
SECURITIES ACT) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS
DEFINED IN RULE 902(k) UNDER THE SECURITIES ACT) EXCEPT AS SET FORTH BELOW. THE
OPTIONS ARE BEING OFFERED AND SOLD ONLY (a) IN OFFERS AND SALES OUTSIDE THE
UNITED STATES TO PERSONS OTHER THAN U.S. PERSONS OR (b) IN A PRIVATE PLACEMENT
IN THE UNITED STATES TO "ACCREDITED INVESTORS" (AS DEFINED IN RULE 501(a) UNDER
THE SECURITIES ACT). DURING THE PERIOD TWO YEARS AFTER THE GRANT DATE OF AN
OPTION, THE OPTIONS MANY NOT BE RESOLD OR OTHERWISE TRANSFERRED EXCEPT (a) TO
CONEXANT SYSTEMS, INC. OR ANY SUBSIDIARY THEREOF, (b) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES
IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES
ACT, (d) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OR (e) PURSUANT TO ANY
OTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE).
DURING THE PERIOD ONE YEAR AFTER THE GRANT DATE OF AN OPTION, HEDGING
TRANSACTIONS INVOLVING OPTIONS ACQUIRED IN A TRANSACTION PURSUANT TO REGULATION
S UNDER THE SECURITIES ACT MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
SECURITIES ACT.
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1.       Definitions

                  Capitalized terms used and not defined herein shall have the
respective meanings assigned to such terms in the Plan. As used in these Stock
Option Terms and Conditions, the following words and phrases shall have the
respective meanings ascribed to them below unless the context in which any of
them is used clearly indicates a contrary meaning:

                  (a) ChaseMellon. ChaseMellon Shareholder Services, the Stock
Option Administrator whom Conexant has engaged to administer and process certain
stock option exercises.

                  (b) Conexant. Conexant Systems, Inc., a Delaware corporation.

                  (c) Grant Date. The Closing Date, as defined in the Stock
Purchase Agreement and set forth in the letter dated January 6, 2000, to which
the Stock Option Terms and Conditions are attached.

                  (d) IVR. Integrated Voice Response system that is used to
facilitate all stock option transactions conducted through ChaseMellon.

                  (e) Microcosm. Microcosm Communications Limited, a corporation
incorporated under the laws of England and Wales.

                  (f) Options. The stock option or stock options listed in the
first paragraph of the letter dated January 6, 2000 to which these Stock Option
Terms and Conditions are attached and which together with these Stock Option
Terms and Conditions constitutes the Stock Option Agreement.

                  (g) Option Shares. The Shares issuable or transferable on
exercise of the Options.

                  (h) Plan. Conexant's Microcosm Communications Limited Stock
Option Plan, as such Plan may be amended and in effect at the relevant time.

                  (i) Shares. Shares of Conexant common stock, par value $1 per
share, or any shares into which they are exchanged or reclassified.

                  (j) Stock Option Agreement. These Stock Option Terms and
Conditions together with the letter dated January 6, 2000 to which they are
attached.


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                  (k) Stock Purchase Agreement. Stock Purchase Agreement dated
as of January 6, 2000 by and between Conexant and the Shareholders and Option
Holders of Microcosm Communications Limited.

2.       When Options May be Exercised.

                  The Options may be exercised, in whole or in part (but only
         for a whole number of shares) and at one time or from time to time, at
         any time after the Grant Date until two years after the Grant Date.

3.       Exercise Procedure Prior to Registration.

                  (a) Until the holder of Options has been notified by Conexant
that a registration statement registering the Option Shares to be issued upon
exercise of the Options (the "Registration Statement") has been declared
effective by the Securities and Exchange Commission (the "SEC"), to exercise all
or any part of Options any holder of Options (or any other person entitled to
exercise the Options) must contact the Conexant Office of Stock Administration
at (949) 483-4525. Full payment of the exercise price for the Option Shares may
be made: (i) in cash; (ii) in Shares; (iii) in a combination of cash and Shares;
or (iv) subject to Section 5, by cashless exercise.

                  (b) In connection with such exercise, Conexant may require
that the exercise contain or be accompanied by written acknowledgment that such
holder is making the representations and warranties contained in Section 8 as of
the date of exercise. In addition, in the case of an exercise of the Options by
any person other than the original holder seeking to exercise the Options, the
Secretary of Conexant may require additional documents to establish to its
satisfaction that the person seeking to exercise the Options is entitled to do
so.

                  (c) An exercise of the whole or any part of the Options shall
be effective:

                  (i) if a holder of Options elects to pay the exercise price
         for the Option Shares entirely in cash, after full payment of the
         exercise price and personal withholding taxes (if applicable) is made
         to Conexant (such payment must be received within five business days
         after the exercise) and upon receipt by Conexant of any documents
         required pursuant to Section 3(b); and

                  (ii) if a holder of Options elects to pay the exercise price
         of the Option Shares in Shares or in a combination of Shares and cash,
         after full payment of the exercise price (as defined in Section 3(f))
         and personal withholding taxes (if


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         applicable) is made to Conexant (such payment must be received within
         five business days after the exercise) and upon receipt by Conexant of
         any documents required pursuant to Section 3(b).

                  (iii) A holder of Options (or a person entitled to exercise
         the Options) who chooses to use already-owned Shares to pay all or part
         of the exercise price for the Option Shares to be purchased on exercise
         of any of the Options must deliver to Conexant one or more certificates
         (and executed stock powers), or authorize the book-entry transfer to
         Conexant of shares, representing:

                     -     at least the number of Shares whose value, based on
                           the closing price of Common Stock of Conexant on the
                           NASDAQ reporting system on the day the holder of
                           Options has exercised his or her Options, equals the
                           exercise price for those Option Shares; or

                     -     any lesser number of Shares a holder of Options
                           desires to use to pay the exercise price for those
                           Option Shares and a cheque in the amount of such
                           exercise price less the value of the Shares
                           delivered, based on the closing price of Common Stock
                           of Conexant on the NASDAQ reporting system on the day
                           the Options have been exercised.

                  (iv) Notwithstanding any other provision of this Stock Option
         Agreement, the Secretary of Conexant may limit the number, frequency or
         volume of successive exercises of any of the Options in which payment
         is made, in whole or in part, by delivery of Shares pursuant to this
         subparagraph (c) to prevent unreasonable pyramiding of such exercises.

                  (d) If a holder of Options chooses to pay the exercise price
for the Option Shares to be purchased on exercise of any of the Options entirely
by cash, payment must be made by delivering to Conexant a cheque for, or by wire
transfer of the full amount of the exercise price for those Option Shares.

                  In accordance with Section 3(f), full payment of the exercise
price for the Option Shares purchased must be made within five business days
after the exercise is received by Conexant.

                  (e) Subject to Section 5, a holder of Options may be entitled
to exercise the Options through a cashless exercise (as defined in Section 5).

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                  (f) A stock certificate representing the number of Option
Shares purchased will be issued as soon as practicable (i) after Conexant has
received full payment therefor or (ii) at Conexant's election in its sole
discretion, after Conexant has received (x) full payment of the exercise price
of those Option Shares and (y) any reimbursement in respect of personal
withholding taxes due pursuant to Section 7. Any certificates for Conexant
Shares issued upon exercise of the Options shall bear a legend stating, among
other things, that the Option Shares issued upon exercise of the Options have
not been registered under the Securities Act of 1933, as amended (the
"Securities Act") and have not been registered or qualified under blue sky or
other securities laws of any state of the United States.

4.       Exercise Procedure After Registration.

                  (a) Following notification by Conexant that the Registration
Statement has been declared effective by the SEC, any holder of Options (or any
other person entitled to exercise the Options) who wishes to exercise all or any
part of Options must contact the administrator, ChaseMellon, by using the IVR
system or the website set up under the Conexant stock program as follows:

                  (i) contact ChaseMellon using a touch-tone phone and follow
         the instructions provided (or contact ChaseMellon using a rotary phone
         and speak to a Customer Service Representative);

                  (ii) confirm the Option transaction through the IVR system by
         receiving a confirmation number;

                  (iii) at any time the holder of Options may speak to a
         Customer Service Representative for assistance;

                  (iv) full payment of the exercise price for the Option Shares
         to be purchased on exercise of the Options may be made: (i) in cash;
         (ii) in Shares; (iii) in a combination of cash and Shares; or (iv)
         subject to Section 5, by cashless exercise.

                  (v) in the case of an exercise of the Options by any person
         other than the original holder seeking to exercise the Options, such
         documents as ChaseMellon or the Secretary of Conexant may require
         additional documents to establish to its satisfaction that the person
         seeking to exercise the Options is entitled to do so.


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                  (b) An exercise of the whole or any part of the Options shall
be effective:

                  (i) if a holder of Options elects to pay the exercise price
         for the Option Shares entirely in cash, (i) upon confirmation of the
         transaction by using the IVR system and full payment of the exercise
         price and personal withholding taxes (if applicable) are received by
         ChaseMellon within five business days after the confirmation; and (ii)
         receipt by Conexant of any documents required pursuant to Section
         4(a)(v); and

                  (ii) if a holder of Options elects to pay the exercise price
         of the Option Shares in Shares or in a combination of Shares and cash:
         (i) upon confirmation of the transaction by using the IVR system and
         full payment of the exercise price (as defined in Section 4(d)) and
         personal withholding taxes (if applicable) are received by ChaseMellon
         within five business days following the confirmation; and (ii) receipt
         of any documents required pursuant to Section 4(a)(v).

                  (iii) Once the Registration Statement has been declared
         effective by the SEC, a holder of Options (or a person entitled to
         exercise the Options) who chooses to use already-owned Shares to pay
         all or part of the exercise price for the Option Shares to be purchased
         on exercise of any of the Options must deliver to ChaseMellon one or
         more certificates (and executed stock powers), or authorize the
         book-entry transfer to Conexant of shares, representing:

                    -      at least the number of Shares whose value, based on
                           the closing price of Common Stock of Conexant on the
                           NASDAQ reporting system on the day the holder of
                           Options has exercised his or her Options through the
                           IVR system, equals the exercise price for those
                           Option Shares; or

                    -      any lesser number of Shares a holder of Options
                           desires to use to pay the exercise price for those
                           Option Shares and a cheque in the amount of such
                           exercise price less the value of the Shares
                           delivered, based on the closing price of Common Stock
                           of Conexant on the NASDAQ reporting system on the day
                           the Options have been exercised through the IVR
                           system.

                  (iv) Notwithstanding any other provision of this Stock Option
         Agreement, the Secretary of Conexant may limit the number, frequency or
         volume of successive exercises of any of the Options in which payment
         is made,


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         in whole or in part, by delivery of Shares pursuant to this
         subparagraph (b) to prevent unreasonable pyramiding of such exercises.

                  (c) If a holder of Options, or other person entitled to
exercise the Options, chooses to pay the exercise price for the Option Shares to
be purchased on exercise of any of the Options entirely in cash, payment must be
made by delivering to ChaseMellon a cheque for the full amount of the exercise
price for those Option Shares, or by wire transfer.

                  In accordance with Section 4(d), full payment of the exercise
price for the Option Shares purchased must be made within five business days
after the exercise has been conducted and confirmed through the IVR system.

                  (d) An exercise conducted and confirmed through the IVR
system, whether or not full payment of the exercise price for the Option Shares
is received by ChaseMellon, shall constitute a binding contractual obligation by
the holder of Options (or any other person entitled to exercise the Options) to
proceed with and complete that exercise of the Options (but only so long as the
holder of Options, or such other person, continues to be entitled to exercise
the Options on that date). By the holder's acceptance of this Stock Option
Agreement, the holder of Options agrees to deliver or cause to be delivered to
ChaseMellon any balance of the exercise price for the Option Shares to be
purchased upon the exercise pursuant to the transaction conducted through the
IVR system required to pay in full the exercise price for those Option Shares,
that payment being (i) in cash, (ii) in Shares, (iii) in a combination of cash
and Shares or (iv) subject to Section 5, by a cashless exercise, on or before
the later of the fifth business day after the date on which the holder of
Options (or any other person entitled to exercise the Options) confirms the
transaction through the IVR system. If such payment is not made, the holder of
Options (and any other person entitled to exercise the Options) authorizes
Conexant, in its discretion, to set off against salary payments or other amounts
due or which may become due the holder of Options (or any other person entitled
to exercise the Options) from Conexant (other than amounts payable under the
Stock Purchase Agreement) any balance of the exercise price for those Option
Shares remaining unpaid thereafter.

                  (e) Subject to Section 5, a holder of Options may be entitled
to exercise the Options through a cashless exercise (as defined in Section 5).

                  (f) A book entry statement or stock certificate representing
the number of Option Shares purchased will be issued as soon as practicable (i)
after ChaseMellon has received full payment therefor or (ii) at Conexant's or
ChaseMellon's election in its


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sole discretion, after Conexant or ChaseMellon has received (x) full payment of
the exercise price of those Option Shares and (y) any reimbursement in respect
of personal withholding taxes due pursuant to Section 7.

5.       Cashless Exercise.

                  (a)(i) Until the resolutions authorizing the repurchase by
         Conexant of Option Shares described in Section 5(a)(ii) is passed by
         the Board no holder of Options shall be permitted to make a cashless
         exercise.

                  (ii) From and after the effective date of the resolutions of
         the Board of Directors referred to in the immediately following
         sentence, a holder of Options (or any other person entitled to exercise
         the Options) may simultaneously exercise such Options and sell to
         Conexant the number of Option Shares thereby acquired necessary to make
         payment of the exercise price of the Options and any applicable
         personal withholding taxes (a "cashless exercise"). Within 30 days
         after the Closing Date (as defined in the Stock Purchase Agreement),
         the Conexant Board of Directors will pass a resolution authorizing the
         purchase by Conexant of that number of Option Shares issued upon
         exercise of Options, at a price per share equal to the closing price of
         Common Stock on the NASDAQ reporting system on the day the Option is
         exercised, as is necessary so that the proceeds of such purchases would
         be sufficient to pay the exercise price of the Option and any
         applicable personal withholding taxes. From the date on which the Board
         adopts such resolution authorizing the repurchase by Conexant of Option
         Shares until the date on which the Registration Statement has been
         declared effective by the SEC, a holder of Options shall be permitted
         to make a cashless exercise solely by notifying the Conexant Office of
         Stock Administration.

                  (iii) Once Conexant has received notice that the Registration
         Statement has been declared effective by the SEC, a holder of Options
         shall be permitted to make a cashless exercise through ChaseMellon,
         using the IVR system or the Conexant stock program website.

6.       Transferability.

                  (a) The Options and the Option Shares to be issued upon
exercise of the Options have not been registered under the Securities Act of
1933, as amended (the "Securities Act") and have not been registered or
qualified under blue sky or other securities laws of any state of the United
States.


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                  (b) The Options and the Option Shares to be issued upon
exercise of the Options may not be offered, sold, assigned, pledged,
hypothecated, gifted, encumbered or otherwise disposed of or transferred unless
registered under the Securities Act and any other applicable law of any
jurisdiction, or disposed of pursuant to an exemption from registration. Any
certificates for Conexant Shares issued upon exercise of the Options shall bear
a legend to the foregoing effect. Hedging transactions involving the Conexant
Options may not be conducted unless in compliance with the Securities Act.

                  (c) Pursuant to the Stock Purchase Agreement, Conexant has
agreed to file one or more registration statements under the Securities Act
covering the Option Shares that are issued upon exercise of the Options granted
under the Plan. The Options and the Option Shares have not been registered under
the Securities Act or any applicable U.S. state securities laws and may not be
offered or transferred, sold, assigned, pledged, hypothecated, gifted,
encumbered or otherwise disposed of prior to the date which is two years after
the date of original issue of such Option Shares except (i) to Conexant or any
subsidiary of Conexant or (ii) pursuant to a registration statement which has
been declared effective under the Securities Act or (iii) pursuant to offers and
sales to non-U.S. persons that occur outside the United States in an offshore
transaction within the meaning of Rule 902 of Regulation S under the Securities
Act or (iv) pursuant to Rule 144 under the Securities Act or (v) pursuant to any
other available exemption from the registration requirements of the Securities
Act, if in the opinion of counsel reasonably acceptable to Conexant such
exemption is applicable. No Option Shares and/or Options may be transferred in
violation of the provisions of any applicable U.S. federal or state, United
Kingdom or other jurisdiction's securities laws.

7.       Withholding.

                  Conexant or ChaseMellon shall have the right, in connection
with the exercise of the Options in whole or in part, to deduct from any payment
to be made by Conexant or ChaseMellon under the Plan an amount equal to the
personal taxes required to be withheld by law with respect to such exercise
(including by retaining the notional proceeds received by Conexant on a cashless
exercise of Options by a sale to Conexant or the cash proceeds received by
ChaseMellon from a cashless exercise of Options and remitting the cash or cash
equivalent to Microcosm in order for Microcosm to withhold the applicable
personal taxes in connection with such cashless exercise) or to require the
holder of the Options (or any other person entitled to exercise the Options) to
pay to it an amount sufficient to provide for any such taxes so required to be
withheld. By his or her acceptance of this Stock Option Agreement, the holder of
the Options agrees (for himself or herself and on behalf of any other person who
becomes entitled to exercise the


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Options) that if Conexant or ChaseMellon elects to require the holder of the
Options (or such other person) to remit an amount sufficient to pay such
personal withholding taxes, the holder of the Options (or such other person)
must remit that amount within five business days after the confirmation of the
Option exercise (Sections 3(f) and 4(d)). If such payment is not made, Conexant,
in its discretion, shall have the same right of set-off with respect to payment
of the personal withholding taxes in connection with the exercise of the Option
as provided under Section 3(f) with respect to payment of the exercise price.

8.       Rights as Shareowner.

                  A holder of Options will not have any rights as a shareowner
with respect to any Option Shares unless and until he or she becomes the holder
of such Option Shares on the books and records of Conexant in accordance with
Section 3(f) or 4(d).

9.       Representations and Warranties.

                  Until the Registration Statement has been declared effective
by the SEC, in connection with the delivery of any Option Shares upon exercise
of an Option, Conexant will have the right to require as a condition of such
delivery that the holder of the Option represent and warrant the following:

                  (a) he or she is an accredited investor as such term is
defined in Rule 501(a) under the Securities Act and is acquiring the Option
Shares issuable upon exercise of the Options for its own account for investment
purposes only and not with a view to, or for sale or resale in connection with,
any public distribution thereof or with any present intention of selling,
distributing or otherwise disposing of any of such shares in violation of the
Securities Act; or

                  (b) he or she is not a U.S. person within the meaning of Rule
902(k) of Regulation S under the Securities Act, which term includes: (i) a
natural person resident in the United States; (ii) a partnership or corporation
organized or incorporated under the laws of the United States; (iii) an estate
of which any executor or administrator is a U.S. person; (iv) a trust of which
any trustee is a U.S. person; (v) an agency or branch of a foreign entity
located in the United States; (vi) a non-discretionary account or similar
account (other than an estate or trust) held by a dealer or other fiduciary for
the benefit or account of a U.S. person; (vii) a discretionary account or
similar account (other than an estate or trust) held by a dealer or other
fiduciary organized, incorporated or (if an individual) resident in the United
States; and (viii) a partnership or corporation (A) organized or incorporated
under the laws of any foreign jurisdiction and (B) formed by a U.S. person
principally for the purpose of investing in securities not registered under the


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Securities Act, unless it is organized or incorporated, and owned, by accredited
investors (as defined in Rule 501(a) under the Securities Act) who are not
natural persons, estates or trusts; or

                  (c) any other matters as Conexant may reasonably request of
such Option holder in order to establish to the reasonable satisfaction of
Conexant that another exemption from the registration requirements of the
Securities Act is applicable.

10.      Headings.

                  The section headings contained in these Stock Option Terms and
Conditions are solely for the purpose of reference, are not part of the
agreement of the parties and shall in no way affect the meaning or
interpretation of this Stock Option Agreement.

11.      References.

                  All references in these Stock Option Terms and Conditions to
Sections, paragraphs, subparagraphs or clauses shall be deemed to be references
to Sections, paragraphs, subparagraphs and clauses of these Stock Option Terms
and Conditions unless otherwise specifically provided.

12.      Entire Agreement.

                  This Stock Option Agreement, the Plan and the other
Transaction Documents (as defined in the Stock Purchase Agreement) embody the
entire agreement and understanding between Conexant and the holder of Options
with respect to the Options, and there are no representations, promises,
covenants, agreements or understandings with respect to the Options other than
those expressly set forth in Transaction Documents.

13.      Applicable Laws and Regulations.

                  This Stock Option Agreement and Conexant's obligation to issue
Option Shares hereunder are governed by the laws of Delaware and the Federal law
of the United States.


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January 6, 2000


--Name--
--Address_1--
--Address_2--

Dear Optionee:

We are pleased to notify you that as of the Closing Date, as defined in the
Stock Purchase Agreement among Conexant and the Shareholders and Option Holders
of Microcosm Communications Limited, you have been granted the following stock
option(s) under the Microcosm Communications Limited Stock Option Plan (the
Plan):

     Type of Grant       Number of Shares      Option Price
     -------------       ----------------      ------------
        --NQ--              --Shares--           --Price--

These stock option(s) have been granted, and may be exercised only upon the
terms and conditions of this Stock Option Agreement, subject in all respects to
the provisions of the Plan, as it may be amended. The attached Stock Option
Terms and Conditions are incorporated in and are part of this Stock Option
Agreement.

This stock option grant is also subject to the condition that you acknowledge
this stock option grant by signing and returning the duplicate copy of this
letter to:

                    Conexant Systems, Inc.
                    Office of the Secretary
                    4311 Jamboree Road
                    Newport Beach, California 92660-3095

     In executing this Stock Option Agreement, you acknowledge that you
understand that, in order to perform its requirements under this Plan. Conexant
may process personal data and/or sensitive personal data about you. Such data
include but are not limited to the information provided above and any changes
thereto, other appropriate personal and financial data about you and your
purchases under the Plan from time to time. You


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hereby give your explicit consent to Conexant to process any such personal data
and/or sensitive personal data. You also hereby give your explicit consent to
the Company to transfer any such personal data and/or sensitive personal data
outside the country in which you work or are employed. The legal persons for
whom your personal data are intended are Conexant Systems, Inc., Microcosm
Communications Limited and ChaseMellon Shareholder Services, L.L.C. You
acknowledge that you have been informed of your right of access and correction
to your personal data by applying to Mark Richardson, Microcosm Communications
Limited.

A copy of the Plan is also enclosed. Please carefully read the enclosed
documents and retain them for future reference.

                              CONEXANT SYSTEMS, INC.


                              By:
                                 -----------------------------------
                                     Dennis E. O'Reilly
                                     Senior Vice President,
                                     General Counsel and Secretary


Acknowledged and Agreed:



------------------------------------
Name:  --Name--






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