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                                                                  EXHIBIT 10-f-5

                        AMENDMENT TO EMPLOYMENT AGREEMENT

                  (Active Employment beyond February 25, 2003)

This AMENDMENT, dated as of December 2, 2002 (the "Amendment"), is entered into
by and between Conexant Systems, Inc., a Delaware corporation ("Conexant"), and
Moiz Beguwala, an individual (the "Executive").

                                    RECITALS

         A.       WHEREAS, Conexant, and the Executive entered into an
                  employment agreement, dated February 25, 2002, with exhibits
                  (the "Employment Agreement").

         B.       WHEREAS, the Employment Agreement contemplates that the
                  Executive will remain on active employee through February 25,
                  2003, and then be placed on an unpaid leave of absence from
                  February 26, 2003 through February 25, 2004.

         C.       WHEREAS, Conexant, and the Executive desire to amend the
                  Employment Agreement to provide for an extended period of paid
                  active employment.

         NOW, THEREFORE, in consideration of the above recitals and the mutual
covenants set forth in this Amendment, Conexant, and the Executive agree as
follows:

         1.       Section 1(a) of the Employment Agreement is hereby amended and
                  restated in its entirely as follows:

                  (a)      Term. The term of employment shall commence on the
                           date of this Agreement and end on February 25, 2004
                           ("Employment Period"), unless earlier terminated as
                           set forth herein. During this Employment Period,
                           Executive shall be an active employee from the date
                           of this Agreement until a mutually agreed upon date
                           between February 26, 2003 and February 25, 2004. If
                           active employment ends prior to February 25, 2004,
                           Executive and the Company agree that Executive shall
                           be placed on an unpaid leave of absence until
                           February 25, 2004. At the close of business on
                           February 25, 2004, Executive shall retire from
                           Conexant.

                  (b)      Duties and Responsibilities. The Executive will
                           continue to serve as Senior Vice President and
                           General Manager, Wireless Communications until the
                           spin-off of the Wireless Communication
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                           business and the merger thereof with Alpha
                           Industries, Inc. ("Alpha"). Executive will be
                           reporting to the Chief Executive Officer of the
                           Company ("CEO"). The Executive shall have each and
                           all of the duties and responsibilities of that
                           position and such other or different duties on behalf
                           of the Company, as may be assigned from time to time
                           by the CEO. In addition, upon the closing of the
                           Wireless Communication merger with Alpha, Executive
                           agrees to

                  (i)      be one of the Company's designees to become a member
                           of the Board of Directors of Alpha with a term of two
                           years;

                  (ii)     provide services to Alpha, consistent with the
                           Executive's experience and most recent scope of
                           responsibilities, to assist in leading the
                           integration of Wireless Communication into Alpha. The
                           parties contemplate that such services would be part
                           of the Transition Services Agreement between the
                           Company and Alpha;

                  (iii)    provide services to Conexant, consistent with the
                           Executive's experience, to research and evaluate
                           business development opportunities and the
                           development of international business operations in
                           selected countries.

         2.       Section 1(b) of the Employment Agreement is hereby amended and
                  restated in its entirety as follows:

                  (a) VERP. Commencing on October 1, 2002, the company shall
                  take all steps reasonably available to it to ensure that
                  Executive shall be eligible to draw a combined monthly
                  "Rockwell Pension" (also known as the Rockwell Vested
                  Terminated Pension Benefit) and Conexant Systems, Inc.
                  Voluntary Early Retirement Program ("VERP") benefit of
                  $10,439.93, until he reaches age 62, and $10,070.93 thereafter
                  for the term of these benefits. The combined Rockwell pension
                  and VERP benefit amounts shall be payable to Executive in
                  parallel with and in addition to this Base Salary. Executive
                  will remain on active employee health care benefit coverage
                  until February 25, 2004 at which time he and his eligible
                  dependents will be covered by the Conexant Retiree Medical
                  Plan.

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IN WITNESS WHEREOF, Conexant, and the Executive have executed this Amendment as
of the day and year first written above.

CONEXANT SYSTEMS, INC.


By:    /s/ Brad Yates                                Date: December 2, 2002
   --------------------------------
         Brad Yates
         Senior Vice President
         Human Resources





    /s/ Moiz Beguwala                                Date: December 2, 2002
   --------------------------------
         Moiz Beguwala