OFFER TO EXCHANGE
                     UP TO 6,315,789 SHARES OF COMMON STOCK

                                       OF

                               RSTAR CORPORATION

                                      FOR

                                      CASH

                                      AND

                ORDINARY SHARES OF GILAT SATELLITE NETWORKS LTD.


             THE EXCHANGE OFFER AND PRORATION PERIOD WILL EXPIRE AT


        12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, JULY 25, 2002,


                     UNLESS THE EXCHANGE OFFER IS EXTENDED.



                                                                   June 25, 2002


To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:


     This letter relates to the offer by rStar Corporation, a Delaware
corporation ("rStar"), to exchange up to 6,315,789 shares of its common stock,
$0.01 par value per share (the "rStar Common Stock"), for consideration per
share of rStar Common Stock consisting of 0.0738 of an ordinary share of Gilat
Satellite Networks Ltd., an Israeli corporation and a majority stockholder of
rStar ("Gilat"), and cash consideration in an amount between $0.32 and $1.58,
less any required withholding of taxes, net to the seller, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Exchange/Prospectus dated June 25, 2002 (as amended or supplemented, the "Offer
to Exchange/Prospectus") and in the related Letter of Transmittal (which,
together with any amendments and supplements thereto, collectively constitute
the "Exchange Offer") enclosed herewith. The exact amount of the cash
consideration will be determined pursuant to a formula described in the Offer to
Exchange/Prospectus, which is based upon the average closing price of the Gilat
ordinary shares over a period of time ending before the expiration of the
Exchange Offer. Shares of rStar Common Stock held by Gilat and its corporate
affiliates will not be tendered in the Exchange Offer.



     rStar commenced the Exchange Offer on March 28, 2002, upon distribution of
the offer to exchange/prospectus dated as of the same date. However, on April 1,
2002, in accordance with the rules and regulation of the Securities and Exchange
Commission, rStar and Gilat temporarily suspended the Exchange Offer until such
time as rStar stockholders were provided with an updated offer to
exchange/prospectus containing Gilat's audited financial statements for the year
ended December 31, 2001. These financial statements are contained in the
enclosed updated Offer to Exchange/Prospectus dated June 25, 2002. Accordingly,
by mailing the updated Offer to Exchange/Prospectus dated June 25, 2002 to its
stockholders, rStar has resumed the Exchange Offer and has extended the
expiration date for the Exchange Offer to 12:00 Midnight, New York City time,
Thursday, July 25, 2002. rStar stockholders are advised that the Offer to
Exchange/Prospectus dated June 25, 2002 contains updated information concerning
rStar and Gilat and should be referred to instead of the offer to
exchange/prospectus dated March 28, 2002.


     Please furnish copies of the enclosed materials to those of your clients
for whose accounts you hold shares of rStar Common Stock registered in your name
or in the name of your nominee.


     The Exchange Offer is not conditioned on any minimum number of shares of
rStar Common Stock being tendered. However, the Exchange Offer is subject to
several conditions, as well as the proration provisions, which are described in
the Offer to Exchange/Prospectus, and which you should review in detail.

     For your information and use, we are enclosing the following documents:


          1.  The Offer to Exchange/Prospectus dated June 25, 2002;


          2.  The Letter of Transmittal to be used by holders of shares of rStar
     Common Stock in accepting the Exchange Offer and tendering shares of rStar
     Common Stock;

          3.  The Notice of Guaranteed Delivery to be used to accept the
     Exchange Offer if certificates for the shares of rStar Common Stock are not
     immediately available or if such certificates and all other required
     documents cannot be delivered to EquiServe (the "Exchange Agent") prior to
     the expiration date (as defined in "The Exchange Offer -- Basic Terms;
     Proration" of the Offer to Exchange/ Prospectus) or if the procedures for
     book-entry transfer through the Depository Trust Company ("DTC") cannot be
     completed by the expiration date;

          4.  A printed form of letter which may be sent to your clients for
     whose accounts you hold shares of rStar Common Stock registered in your
     name or in the name of your nominee, with space provided for obtaining such
     clients' instructions with regard to the Exchange Offer;

          5.  Guidelines of the Internal Revenue Service for Certification of
     Taxpayer Identification Number on Substitute Form W-9. Stockholders who
     fail to complete and sign the Substitute Form W-9 may be subject to a
     required federal backup withholding at variable rates on any payments made
     to such stockholder or other payee under the terms of the Exchange Offer;
     and

          6.  A return envelope addressed to the Exchange Agent for your use
     only.


     YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE EXCHANGE OFFER AND PRORATION PERIOD
WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, JULY 25, 2002,
UNLESS THE EXCHANGE OFFER IS EXTENDED.


     In all cases, issuance of Gilat ordinary shares and payment of cash for
shares of rStar Common Stock tendered and accepted for exchange pursuant to the
Exchange Offer will be made only after timely receipt by the Exchange Agent of
(i) certificates evidencing such shares of rStar Common Stock (or a confirmation
of a book-entry transfer of such shares of rStar Common Stock in the Exchange
Agent's account at DTC), (ii) a properly completed and duly executed Letter of
Transmittal, along with any required signatures, or in connection with a book
entry transfer, an agent's message (as defined in the Offer to
Exchange/Prospectus) instead of a Letter of Transmittal and (iii) any other
documents required by the Letter of Transmittal.

     If holders of shares of rStar Common Stock wish to tender, but it is
impracticable for them to forward their certificates or other required documents
to the Exchange Agent prior to the expiration date or to complete the procedure
for delivery by book-entry transfer prior to the expiration date, a tender may
be effected by following the guaranteed delivery procedures, a tender may be
effected by following the guaranteed delivery procedures described in "The
Exchange Offer -- Procedure for Tendering Shares of rStar Common
Stock -- Guaranteed Delivery" of the Offer to Exchange/Prospectus.

     Neither rStar, nor any officer, director, shareholder, agent or other
representative of rStar or will pay any fees or commissions to any broker,
dealer or other person (other than fees and commissions for the Information
Agent and Exchange Agent as described in the Offer to Exchange/Prospectus which
shall be paid by rStar and Gilat) in connection with soliciting tenders of
shares of rStar Common Stock pursuant to the Exchange Offer. rStar and Gilat
will, however, upon request, reimburse you for customary mailing and handling
expenses incurred by you in forwarding the enclosed materials to your clients
whose shares of rStar Common Stock are held by you as a nominee or in a
fiduciary capacity. rStar will pay or cause to be paid any stock transfer taxes
on the shares exchanged pursuant to the Exchange Offer except as otherwise
provided in Instruction 7 in the Letter of Transmittal.

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     Any inquiries you may have with respect to the Exchange Offer should be
addressed to, and additional copies of the enclosed materials may be obtained
from us at the address and telephones number set forth on the back of the Offer
to Exchange/Prospectus.

                                          Very truly yours,
                                          Georgeson Shareholder

     NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS AN AGENT OF rSTAR OR GILAT, THE INFORMATION AGENT, THE
EXCHANGE AGENT OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM
IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH
AND THE STATEMENTS CONTAINED THEREIN.

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