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                                                                     EXHIBIT 4.1


                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July
14, 2000 is between Next Level Communications, Inc., a Delaware corporation
("Next Level"), and the stockholders of SoftProse, Inc., an Iowa corporation
("SoftProse"), set forth on Schedule A attached hereto (the "Stockholders").

                                 R E C I T A L S

         WHEREAS, the respective Boards of Directors of each of Next Level and
SoftProse have approved and declared advisable that certain Agreement and Plan
of Merger by and among Next Level, SP Acquisition Corp., SoftProse and the
Stockholders dated as of even date herewith (the "Merger Agreement") and the
merger of Merger Sub with and into SoftProse; and

         WHEREAS, Next Level deems it desirable to enter into this Agreement in
order to induce the Stockholders to approve and adopt the Merger Agreement.

                                   AGREEMENTS

         NOW, THEREFORE, in consideration of the premises, and of the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

        1. Definitions. In addition to capitalized terms defined elsewhere in
this Agreement, the following capitalized terms shall have the following meaning
when used in this Agreement. Defined terms used, but not defined, herein shall
have the meanings ascribed to them as set forth in the Merger Agreement.

        "Common Stock" means the common stock, par value $0.01 per share, of
Next Level.

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

        "Other Registration Rights Agreement" means the Registration Rights
Agreement among General Instrument Corporation, Spencer Trask Investors LLC and
Next Level, as may be amended.

        "Person" means any person or entity, whether an individual, whether in
their capacity as a trustee, executor, administrator or other legal
representative, sole proprietorship, corporation, limited liability company,
general partnership, limited partnership, trust, unincorporated organization,
syndicate, business association, firm, joint venture, governmental agency or
authority or any similar entity.

        "Public Offering" means any offering by Next Level of its equity
securities to the public pursuant to an effective registration statement under
the Securities Act or any comparable statement under any comparable federal
statute then in effect.



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        "Registrable Shares" means at any time (i) any shares of Common Stock
then outstanding which were issued to the Stockholders pursuant to the Merger
Agreement; (ii) any shares of Common Stock then outstanding which were issued
directly or indirectly as a dividend or other distribution with respect to or in
replacement of any shares referred to in (i); and (iii) any shares of Common
Stock then issuable directly or indirectly upon the conversion or exercise of
other securities which were issued as a dividend or other distribution with
respect to or in replacement of any shares referred to in (i); provided,
however, that Registrable Shares shall not include any shares which have been
registered pursuant to the Securities Act or which have been sold pursuant to
Rule 144 of the SEC under the Securities Act. For purposes of this Agreement, a
Person will be deemed to be a holder of Registrable Shares whenever such Person
has the right to acquire such Registrable Shares, whether or not such
acquisition actually has been effected.

        "SEC" means the Securities and Exchange Commission.

        "Securities Act" means the Securities Act of 1933, as amended.

        2. Piggyback Registration.

             2.1 Right to Piggyback. From the date of this Agreement through
November 10, 2000, whenever Next Level proposes to register any of its
securities under the Securities Act for sale in an underwritten Public Offering
and the registration form to be used may be used for the registration of any
Registrable Shares (a "Piggyback Registration"), Next Level will give prompt
written notice to all holders of the Registrable Shares of its intention to
effect such a registration and will include in such registration up to forty
percent (40%) of each such holder's Registrable Shares (in accordance with the
priorities set forth in Sections 3.2 and 3.3 below) with respect to which Next
Level has received written requests for inclusion within ten (10) days after the
delivery of Next Level's notice.

             2.2 Priority on Primary Registrations. If a Piggyback Registration
is an underwritten primary registration on behalf of Next Level and the managing
underwriters advise Next Level in writing that in their opinion the number of
securities requested to be included in the registration creates a substantial
risk that the price per share of Common Stock will be reduced, Next Level will
include in such registration (a) first, the securities that Next Level proposes
to sell, (b) second, the securities requested to be included therein by other
holders requesting registration and the Registrable Shares requested to be
included in such registration as limited as set forth in Section 2.1, pro rata
among the holders of such securities on the basis of priority with respect to
such registration and the number of shares of Common Stock or Registrable Shares
which are owned by such holders.

             2.3 Priority on Secondary Registrations. If a Piggyback
Registration is an underwritten secondary registration on behalf of holders of
Next Level's securities and the managing underwriters advise Next Level in
writing that in their opinion the number of securities requested to be included
in the registration creates a substantial risk that the price per share of
Common Stock will be reduced, Next Level will include in such registration (a)
first, the securities requested to be included therein by the holders requesting
such registration, and (b) second, the Registrable Shares requested to be
included in such registration as limited as set forth in Section 2.1 and other
securities requested to be included in such registration, pro rata among


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the holders of such securities on the basis of priority with respect to such
registration and the number of shares of Common Stock or Registrable Shares
which are owned by such holders.

             2.4 Selection of Underwriters. Unless otherwise required by other
registration rights agreements, Next Level shall have the right to select the
managing underwriters to administer any offering of Next Level's securities in
which Next Level participates. In connection with any Piggyback Registration in
which Next Level does not participate and unless otherwise required by other
registration rights agreements, the holders of a majority of the shares
requested and eligible to be registered (other than the Registrable Securities)
shall have the right to select the managing underwriters (subject to the
approval of Next Level which shall not be unreasonably withheld or delayed) to
administer any such offering of Next Level's securities.

     3. Demand Registration.

             3.1 Short-Form Registration. If no underwritten registration
qualifies as a Piggyback Registration by November 10, 2000, then the holders of
Registrable Shares will be entitled to request a single registration under the
Securities Act of up to forty percent (40%), but in any event no less than
twenty-five percent (25%), of their Registrable Shares in the aggregate, if
available, on Form S-3 or any similar short-form registration (the "Demand
Registration"). Within ten (10) days after receipt by Next Level of any request
pursuant to this Section 3.1, Next Level will give written notice of such
request to all other holders of Registrable Shares and will include in such
registration that number of Registrable Shares as limited as set forth in the
immediately preceding sentence of this Section 3.1 with respect to which Next
Level has received written requests for inclusion within ten (10) days after
delivery of Next Level's notice. If the Demand Registration is to be an
underwritten Public Offering, and if the underwriters for marketing or other
reasons request the inclusion in the registration statement of information which
is not required under the Securities Act to be included in a registration
statement on the applicable form for the Demand Registration, Next Level will
provide such information as may be reasonably requested for inclusion by the
underwriters in the Demand Registration.

             3.2 Payment of Expenses for the Demand Registration. Next Level
will pay all Registration Expenses (as defined in Section 6 below) for the
Demand Registration.


             3.3 Priority. Unless otherwise required by the Other Registration
Rights Agreement, Next Level will not include in the Demand Registration any
securities which are not Registrable Shares without the written consent of the
holders of a majority of the Registrable Shares to be included in such Demand
Registration. Unless otherwise required by the Other Registration Rights
Agreement, if a Demand Registration is an underwritten Public Offering and the
managing underwriters advise Next Level in writing that in their opinion the
inclusion of the number of Registrable Shares and other securities requested to
be included creates a substantial risk that the price per share of Common Stock
will be reduced, Next Level will include in such registration, prior to the
inclusion of any securities which are not Registrable Shares, the number of
Registrable Shares requested to be included as limited as set forth in Section
3.1 which in the opinion of such underwriters can be sold without creating such
a risk, pro rata among the respective holders of Registrable Shares on the basis
of the number of Registrable Shares owned by such holders.


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<PAGE>   4

             3.4 Restrictions. Next Level may postpone for up to ninety (90)
days the filing or the effectiveness of a registration statement for the Demand
Registration if the Board of Directors of Next Level reasonably and in good
faith determines that such filing would be materially detrimental to Next Level
or require a disclosure of a material fact that might reasonably be expected to
have a material adverse effect on Next Level or any plan or proposal by Next
Level or any of its Subsidiaries to engage in any acquisition of assets (other
than in the ordinary course of business) or any merger, consolidation, tender
offer or other significant transaction.

             3.5 Selection of Underwriters. The holders of a majority of the
Registrable Shares included in any Demand Registration shall have the right to
select the investment banker(s) and manager(s) to administer the offering,
subject to Next Level's approval which will not be unreasonably withheld or
delayed.

     4. Holdback Agreements. Each holder of Registrable Shares agrees not to
effect any public sale or distribution of equity securities of Next Level, or
any securities convertible into or exchangeable or exercisable for such
securities, during the seven (7) days prior to, and during the ninety (90) days
following, the effective date of any underwritten Piggyback Registration or the
underwritten Demand Registration in which Registrable Shares are included
(except as part of such underwritten registration), unless the underwriters
managing the Public Offering otherwise agree. Nothing herein shall prevent a
holder of Registrable Shares that is a partnership from making a distribution of
Registrable Shares to its partners, a holder of Registrable Shares that is a
trust from making a distribution of Registrable Shares to its beneficiaries or a
holder of Registrable Shares that is a corporation from making a distribution of
Registrable Shares to its stockholders, provided that the transferees of such
Registrable Shares agree to be bound by the provisions of this Agreement to the
extent the transferor would be so bound.

     5. Registration Procedures. Whenever the holders of Registrable Shares have
requested that any Registrable Shares be registered pursuant to this Agreement,
Next Level will use its reasonable best efforts to effect the registration and
sale of such Registrable Shares in accordance with the intended method of
disposition thereof and, pursuant thereto, Next Level will as expeditiously as
possible:

             (a) prepare and file with the SEC a registration statement with
respect to such Registrable Shares and use its reasonable best efforts to cause
such registration statement to become effective (provided that before filing a
registration statement or prospectus, or any amendments or supplements thereto,
Next Level will furnish copies of all such documents proposed to be filed to the
counsel or counsels for the sellers of the Registrable Shares covered by such
registration statement);

             (b) prepare and file with the SEC such amendments and supplements
to such registration statement and the prospectus(es) used in connection
therewith as may be necessary to keep such registration statement effective for
a period of not less than six (6) months or such shorter period until such
Registrable Shares are no longer Registrable Shares and comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such registration statement;


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             (c) furnish to each seller of Registrable Shares such number of
copies of such registration statement, each amendment and supplement thereto,
the prospectus(es) included in such registration statement (including each
preliminary prospectus) and such other documents as such seller may reasonably
request in order to facilitate the disposition of the Registrable Shares owned
by such seller;

             (d) use its reasonable best efforts to register or qualify such
Registrable Shares under such other securities or blue sky laws of such
jurisdictions as any seller reasonably requests and do any and all other acts
and things which may be reasonably necessary or advisable to enable such seller
to consummate the disposition in such jurisdictions of the Registrable Shares
owned by such seller (provided that Next Level will not be required to (i)
qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subparagraph or (ii) consent to
general service of process in any such jurisdiction);

             (e) notify each seller of such Registrable Shares, at any time when
a prospectus relating thereto is required to be delivered under the Securities
Act, of the happening of any event as a result of which the prospectus included
in such registration statement contains an untrue statement of a material fact
or omits any fact necessary to make the statements therein not misleading, and,
at the request of any such seller, Next Level will prepare a supplement or
amendment to such prospectus so that, as thereafter delivered to the purchasers
of such Registrable Shares, such prospectus will not contain any untrue
statement of a material fact or omit to state any fact necessary to make the
statements therein not misleading;

             (f) cause all such Registrable Shares to be listed on each
securities exchange on which similar securities issued by Next Level are then
listed or if no such securities are then listed, such securities exchange as the
holders of a majority of the Registrable Shares included in such registration
may request;

             (g) enter into such customary agreements (including underwriting
agreements in customary form) and take all such other customary actions as the
holders of a majority of the Registrable Shares being sold or the underwriters,
if any, reasonably request in order to expedite or facilitate the disposition of
such Registrable Shares;

             (h) make available for inspection by any seller of Registrable
Shares, any underwriter participating in any disposition pursuant to such
registration statement, and any attorney, accountant or other agent retained by
any such seller or underwriter, all financial and other records, pertinent
corporate documents and properties of Next Level, and cause Next Level's
officers, directors, employees and independent accountants to supply all
information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such registration statement; and

             (i) advise each seller of such Registrable Shares, promptly after
it shall receive notice or obtain knowledge thereof, of the issuance of any stop
order by the SEC suspending the effectiveness of such registration statement or
the initiation or threatening of any proceeding for such purpose and promptly
use all reasonable efforts to prevent the issuance of any stop order or to
obtain its withdrawal if such stop order should be issued.


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     6. Registration Expenses. Except as provided in Section 3.2, all expenses
incident to Next Level's performance of or compliance with this Agreement,
including, but not limited to, all registration and filing fees, fees and
expenses of compliance with securities or blue sky laws, printing expenses,
messenger and delivery expenses, and fees and disbursements of counsel for Next
Level and all independent certified public accountants, underwriters (excluding
discounts and commissions which shall be payable by the holders of Registrable
Shares) and other Persons retained by Next Level (all such expenses being herein
called "Registration Expenses"), will be borne by Next Level, provided that Next
Level shall not be required to pay sales commissions, discounts or transfer
taxes. In addition, Next Level will pay its internal expenses (including, but
not limited to, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit or
quarterly review, the expense of any liability insurance obtained by Next Level
and the expenses and fees for listing the securities to be registered on each
securities exchange.

     7. Indemnification.

             7.1 By Next Level. Next Level agrees to indemnify, to the extent
permitted by law, each holder of Registrable Shares, its officers, employees and
directors and each Person who controls such holder (within the meaning of the
Securities Act) against all losses, claims, damages, liabilities and expenses
(including, but not limited to, attorneys' fees and expenses) caused by any
untrue or alleged untrue statement of material fact contained in any
registration statement, prospectus or preliminary prospectus, or any amendment
thereof or supplement thereto, or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
not misleading, except insofar as the same are caused by or contained in any
information furnished in writing to Next Level by such holder expressly for use
therein or by such holder's failure to deliver a copy of the prospectus or any
amendments or supplements thereto after Next Level has furnished such holder
with a sufficient number of copies of the same. In connection with an
underwritten offering, Next Level will indemnify such underwriters, their
officers and directors and each Person who controls such underwriters (within
the meaning of the Securities Act) to the same extent as provided above with
respect to the indemnification of the holders of Registrable Shares. The
payments required by this Section 7.1 will be made periodically during the
course of the investigation or defense, as and when bills are received or
expenses incurred.

             7.2 By Each Holder. In connection with any registration statement
in which a holder of Registrable Shares is participating, each such holder will
furnish to Next Level in writing such information as Next Level reasonably
requests for use in connection with any such registration statement or
prospectus and, to the extent permitted by law, will indemnify Next Level, its
directors, employees and officers and each Person who controls Next Level
(within the meaning of the Securities Act) against any losses, claims, damages,
liabilities and expenses resulting from any untrue or alleged untrue statement
of material fact contained in the registration statement, prospectus or
preliminary prospectus, or any amendment thereof or supplement thereto, or any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only to the extent
that such untrue statement or omission is contained in or omitted from any
information so furnished in writing by such holder for the acknowledged purpose
of inclusion in such registration statement, prospectus or preliminary
prospectus; provided that the obligation to indemnify will


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be several, not joint and several, among such holders of Registrable Shares and
the liability of each such holder of Registrable Shares will be in proportion to
and limited in all events to the net amount received by such holder from the
sale of Registrable Shares pursuant to such registration statement.

             7.3 Procedure. Any Person entitled to indemnification hereunder
will (a) give prompt written notice to the indemnifying Person of any claim with
respect to which it seeks indemnification and (b) unless in such indemnified
Person's reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying Person to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified Person. If such defense is assumed, the
indemnifying Person will not be subject to any liability for any settlement made
by the indemnified Person without its consent (but such consent will not be
unreasonably withheld). An indemnifying Person who is not entitled to, or elects
not to, assume the defense of a claim will not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying Person with respect to such claim, unless in the reasonable
judgment of any indemnified Person a conflict of interest may exist between such
indemnified Person and any other of such indemnified parties with respect to
such claim.

             7.4 Survival. The indemnification provided for under this Agreement
will remain in full force and effect regardless of any investigation made by or
on behalf of the indemnified Person or any officer, director or controlling
Person of such indemnified Person and will survive the transfer of securities.
Next Level also agrees to make such provisions as are reasonably requested by
any indemnified Person for contribution to such Person in the event Next Level's
indemnification is unavailable for any reason.

     8. Compliance with Rule 144 and Rule 144A. So long as Next Level files
reports under Section 13 or 15(d) of the Exchange Act, then at the request of
any holder of Registrable Shares who proposes to sell securities in compliance
with Rule 144 of the SEC, Next Level will (a) forthwith furnish to such holder a
written statement of compliance with the filing requirements of the SEC as set
forth in Rule 144, as such rule may be amended from time to time and (b) make
available to the public and such holders such information as will enable the
holders of Registrable Shares to make sales pursuant to Rule 144. At any time
that Next Level is not subject to Section 13 or 15(d) of the Exchange Act, Next
Level will provide to the holder of Registrable Shares and to any prospective
purchaser of Registrable Shares under Rule 144A of the SEC, the information
described in Rule 144A(d)(4) of the SEC.

     9. Participation in Underwritten Registrations. No Person may participate
in any registration hereunder which is underwritten unless such Person (a)
agrees to sell its securities on the basis provided in any underwriting
arrangements approved by such Person or Persons entitled hereunder to approve
such arrangements and (b) completes and executes all questionnaires, powers of
attorney, custody agreements, indemnities, underwriting agreements and other
documents reasonably required under the terms of such underwriting arrangements.


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     10. Miscellaneous.

             10.1 No Inconsistent Agreements. Next Level will not hereafter
enter into any agreement with respect to its securities which is inconsistent
with or which otherwise materially limits, restricts or interferes with the
rights granted to the holders of Registrable Shares in this Agreement.

             10.2 Amendments and Waivers. Except as otherwise expressly provided
herein, the provisions of this Agreement may be amended or waived at any time
only by the written agreement of Next Level and the holders of a majority of the
Registrable Shares; provided, however, that the provisions of this Agreement may
not be amended or waived without the consent of the holders of all the
Registrable Shares adversely affected by such amendment or waiver if such
amendment or waiver adversely affects a portion of the Registrable Shares but
does not so adversely affect all of the Registrable Shares. Any waiver, permit,
consent or approval of any kind or character on the part of any such holders of
any provision or condition of this Agreement must be made in writing and shall
be effective only to the extent specifically set forth in writing. Any amendment
or waiver effected in accordance with this paragraph shall be binding upon each
holder of Registrable Shares and Next Level.

             10.3 Successors and Assigns. Except as otherwise expressly provided
herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto will bind and inure to the benefit of the
respective successors and assigns of the parties hereto, whether so expressed or
not. In addition, and whether or not any express assignment has been made, the
provisions of this Agreement which are for the benefit of the Stockholders or
holders of Registrable Shares are also for the benefit of, and enforceable by,
any subsequent holders of such Registrable Shares.

             10.4 Descriptive Headings. The descriptive headings of this
Agreement are inserted for convenience of reference only and do not constitute a
part of and shall not be utilized in interpreting this Agreement.

             10.5 Notices. Any notices required or permitted to be sent
hereunder shall be delivered personally or mailed, certified mail, return
receipt requested, or delivered by overnight courier service to the following
addresses, or such other address as any party hereto designates by written
notice to Next Level, and shall be deemed to have been given upon delivery, if
delivered personally, three (3) days after mailing, if mailed, or one (1)
business day after delivery to the courier, if delivered by overnight courier
service:

              If to Next Level, to:

              Next Level Communications, Inc.
              6085 State Farm Drive
              Rohnert Park, California 94928
              Attention: General Counsel
              Fax: 707-584-6852


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<PAGE>   9

              If to the Stockholder Agent or the Stockholders, to:

              Gopal Miglani
              617 Westbourne Street
              San Diego California  92037-5451
              Fax: 619-839-3859

                        with a copy to:

              David M. Repp
              1600 Hub Tower
              699 Walnut Street
              Des Moines, Iowa  50309
              Fax: 515-246-4550

If to holders of the Registrable Shares other than the Stockholders, to the
addresses set forth on the stock record books of Next Level.

             10.6 Execution in Counterparts. This Agreement may be executed in
any number of counterparts, each of which when so executed and delivered shall
be deemed an original, and such counterparts together shall constitute one
instrument.

             10.7 Governing Law. This Agreement and the transactions
contemplated hereby shall be construed in accordance with, and governed by, the
laws of the State of Delaware.

             10.8 Consent to Jurisdiction. Each of the parties hereto (i)
consents to submit itself to the personal jurisdiction of any federal court
located in the State of Delaware or any Delaware state court in the event any
dispute arises out of this Agreement or any of the transactions contemplated
hereby, (ii) agrees that it will not attempt to deny or defeat such personal
jurisdiction by motion or other request for leave from any such court, and (iii)
agrees that it will not bring any action relating to this Agreement in any court
other than a federal court sitting in the State of Delaware or a Delaware state
court.

             10.9 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES
ITS RESPECTIVE RIGHT TO A JURY TRIAL OF ANY PERMITTED CLAIM OR CAUSE OF ACTION
ARISING OUT OF THIS AGREEMENT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR
ANY DEALINGS BETWEEN ANY OF THE PARTIES HERETO RELATING TO THE SUBJECT MATTER OF
THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS
WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE
FILED IN ANY COURT AND THAT RELATE THE SUBJECT MATTER OF THIS AGREEMENT OR ANY
OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, WITHOUT LIMITATION, CONTRACT
CLAIMS, TORT CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS WAIVER
IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,
AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,


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SUPPLEMENTS OR OTHER MODIFICATIONS TO THIS AGREEMENT, ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY OR TO ANY OTHER DOCUMENT OR AGREEMENT RELATING TO THE
TRANSACTIONS CONTEMPLATED HEREBY.

             10.10 Service of Process. Each of the parties hereto irrevocably
consents to the service of any process, pleading, notices or other papers by the
mailing of copies thereof by registered, certified or first class mail, postage
prepaid, to such party at such party's address set forth herein, or by any other
method provided or permitted under Delaware law.

             10.11 Reproduction of Documents. This Agreement and all documents
relating hereto, including, but not limited to, (a) consents, waivers,
amendments and modifications which may hereafter be executed and (b)
certificates and other information previously or hereafter furnished, may be
reproduced by any photographic, photostatic, microfilm, optical disk,
micro-card, miniature photographic or other similar process. The parties agree
that any such reproduction shall be admissible in evidence as the original
itself in any judicial or administrative proceeding, whether or not the original
is in existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.

             10.12 Remedies. Each of the parties to this Agreement will be
entitled to enforce its rights under this Agreement specifically, to recover
damages by reason of any breach of any provision of this Agreement and to
exercise all other rights existing in its favor. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this Agreement and that any party shall be entitled to
immediate injunctive relief or specific performance without bond or the
necessity of showing actual monetary damages in order to enforce or prevent any
violations of the provisions of this Agreement.

             10.13 Severability. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.

             10.14 Final Agreement. This Agreement, together with the Merger
Agreement and all other agreements entered into by the parties hereto pursuant
to the Merger Agreement, constitutes the complete and final agreement of the
parties concerning the matters referred to herein, and supersedes all prior
agreements and understandings.

             10.15 No Strict Construction. The language used in this Agreement
will be deemed to be the language chosen by the parties hereto to express their
mutual intent, and no rule of strict construction will be used against any
Person.

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<PAGE>   11

The parties hereto have executed this Registration Rights Agreement as of the
date first set forth above.


                                             NEXT LEVEL COMMUNICATIONS, INC.



                                             By:   /s/ Keith A. Zar
                                                 -------------------------------
                                             Name: Keith A. Zar
                                             Its:  Senior Vice President,
                                                   General Counsel and Secretary


                                             STOCKHOLDERS:

                                             GOPAL MIGLANI
                                             /s/ Gopal Miglani
                                             -----------------------------------

                                             SHABNAM MIGLANI
                                             /s/ Shabnam Miglani
                                             -----------------------------------

                                             PAUL FREEMAN
                                             /s/ Paul Freeman
                                             -----------------------------------

                                             ALEXANDER STAGG
                                             /s/ Alexander Stagg
                                             -----------------------------------

                                             THOMAS BRASIER
                                             /s/ Thomas Brasier
                                             -----------------------------------

                                             BRENT THOMPSON
                                             /s/ Brent Thompson
                                             -----------------------------------



<PAGE>   12

                                             ROBERT SHARP
                                             /s/ Robert Sharp
                                             -----------------------------------

                                             JOON KOH
                                             /s/ Joon Koh
                                             -----------------------------------

                                             NAGEEN SHARMA
                                             /s/ Nageen Sharma
                                             -----------------------------------


<PAGE>   13
                                   SCHEDULE A

Stockholders
------------

Gopal Miglani
Shabnam Miglani
Paul Freeman
Alexander Stagg
Brent Thompson
Thomas Brasier
Robert Sharp
Joon Koh
Nageen Sharma