<PAGE>
                                                                   EXHIBIT 10.5

                                                                 EXECUTION COPY



                         REGISTRATION RIGHTS AGREEMENT

                           Dated as of March 18, 2003

                                 By and Between

                               ARRIS GROUP, INC.,

                                   as Issuer

                                      and

                           CIBC WORLD MARKETS CORP.,

                              as Initial Purchaser

                 4 1/2% Convertible Subordinated Notes due 2008


<PAGE>


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----

<S>   <C>                                                                  <C>
1.    Definitions............................................................1
2.    Shelf Registration.....................................................4
      (a)   Shelf Registration...............................................4
      (b)   Subsequent Shelf Registrations...................................5
      (c)   Supplements and Amendments.......................................5
      (d)   Information from Holders.........................................5
3.    Liquidated Damages.....................................................6
4.    Registration Procedures................................................8
5.    Registration Expenses.................................................14
6.    Indemnification.......................................................14
7.    Rules 144 and 144A....................................................18
8.    Underwritten Registrations............................................18
9.    Miscellaneous.........................................................18
      (a)   No Inconsistent Agreements......................................18
      (b)   Adjustments Affecting Registrable Securities....................18
      (c)   Amendments and Waivers..........................................19
      (d)   Notices.........................................................19
      (f)   Successors and Assigns..........................................20
      (g)   Counterparts....................................................20
      (h)   Headings........................................................20
      (i)   Governing Law...................................................20
      (j)   Severability....................................................21
      (k)   Securities Held by the Company or Its Affiliates................21
      (l)   Third Party Beneficiaries.......................................21
      (m)   Entire Agreement................................................21
</TABLE>


                                      -i-
<PAGE>


                         REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (the "Agreement") is dated as of
March 18, 2003, by and between ARRIS GROUP, INC., a Delaware corporation (the
"Company") and CIBC WORLD MARKETS CORP. (the "Initial Purchaser").

         This Agreement is entered into in connection with the Purchase
Agreement, dated March 12, 2003 (the "Purchase Agreement"), by and between the
Company and the Initial Purchaser, which provides for the sale by the Company
to the Initial Purchaser of $105,000,000 aggregate principal amount of the
Company's 4 1/2% Convertible Subordinated Notes due 2008 (the "Firm Notes"),
which are convertible into Common Stock of the Company, par value $0.01 per
share (the "Underlying Shares"), plus up to an additional $20,000,000 aggregate
principal amount of the same that the Initial Purchasers may subsequently elect
to purchase pursuant to the terms of the Purchase Agreement (the "Additional
Notes" and, together with the Firm Notes, the "Convertible Notes"). The
Convertible Notes are being issued pursuant to an indenture dated as of the
date hereof (the "Indenture") between the Company and The Bank of New York, as
Trustee.

         In order to induce the Initial Purchaser to enter into the Purchase
Agreement, the Company has agreed to provide the registration rights set forth
in this Agreement for the benefit of the Initial Purchaser and any subsequent
Holder. The execution and delivery of this Agreement is a condition to the
Initial Purchaser's obligation to purchase the Firm Notes under the Purchase
Agreement.

         The parties hereby agree as follows:

1.       Definitions.

         As used in this Agreement, the following terms shall have the
following meanings:

         Additional Notes: See the second introductory paragraph hereto.

         Agreement: See the first introductory paragraph hereto.

         Amount of Registrable Securities: (a) With respect to Convertible
Notes constituting Registrable Securities, the aggregate principal amount of
all such Convertible Notes outstanding, (b) with respect to Underlying Shares
constituting Registrable Securities, the aggregate number of such Underlying
Shares outstanding multiplied by the Conversion Price (as defined in the
Indenture relating to the Convertible Notes upon the conversion of which such
Underlying Shares were issued) in effect at the time of computing the Amount of
Registrable Securities or, if no such Convertible Notes are then outstanding,
the last Conversion Price that was in effect under such Indenture when any such
Convertible Notes were last outstanding, and (c) with respect to combinations
thereof, the sum of (a) and (b) for the relevant Registrable Securities.

<PAGE>

         Business Day: Any day that is not a Saturday, Sunday, or a day on
which banking institutions in New York are authorized or required by law to be
closed.

         Closing Date: March 18, 2003.

         Company: See the first introductory paragraph hereto.

         Conversion Price: Shall have the meaning ascribed to it in the
Indenture.

         Convertible Notes: See the second introductory paragraph hereto.

         Damages Payment Date: See Section 3(c) hereof.

         Depositary: The Depository Trust Company until a successor is
appointed by the Company.

         Effectiveness Date: The 180th day after the latest date of original
issuance of the Convertible Notes.

         Effectiveness Period: See Section 2(a) hereof.

         Exchange Act: The Securities Exchange Act of 1934, as amended, and the
rules and regulations of the SEC promulgated thereunder.

         Filing Date: The 90th day after the latest date of original issuance
of the Convertible Notes.

         Firm Notes: See the second introductory paragraph hereto.

         Holder: Any holder of Registrable Securities.

         Indemnified Holder: See Section 6 hereof.

         Indemnified Person: See Section 6 hereof.

         Indemnifying Person: See Section 6 hereof.

         Indenture: See the second introductory paragraph hereto.

         Initial Purchaser: See the first introductory paragraph hereto.

         Initial Shelf Registration: See Section 2(a) hereof.

         Inspectors: See Section 4(n) hereof.

         Liquidated Damages: See Section 3(a) hereof.

                                      -2-
<PAGE>

         NASD: See Section 4(q) hereof.

         Person: An individual, partnership, corporation, limited liability
company, unincorporated association, trust or joint venture, or a governmental
agency or political subdivision thereof.

         Prospectus: The prospectus included in any Registration Statement
(including, without limitation, any prospectus subject to completion and a
prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or supplemented by any
prospectus supplement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

         Purchase Agreement: See the second introductory paragraph hereto.

         QIU: See Section 4(q) hereof.

         Questionnaire: See Section 2(d) hereof.

         Questionnaire Deadline: See Section 2(d) hereof.

         Records: See Section 4(n) hereof.

         Registrable Securities: All Convertible Notes and all Underlying
Shares upon original issuance thereof and at all times subsequent thereto until
the earliest to occur of (i) a Registration Statement covering such Convertible
Notes and Underlying Shares having been declared effective by the SEC and such
Convertible Notes and Underlying Shares have been disposed of in accordance
with such effective Registration Statement, (ii) such Convertible Notes and
Underlying Shares having been sold in compliance with Rule 144 or could (except
with respect to affiliates of the Company within the meaning of the Securities
Act) be sold in compliance with Rule 144(k), and (iii) such Convertible Notes
and any Underlying Shares cease to be outstanding.

         Registration Default: See Section 3(a) hereof.

         Registration Statement: Any registration statement of the Company
filed with the SEC pursuant to the provisions of this Agreement, including the
Prospectus, amendments and supplements to such registration statement,
including post-effective amendments, all exhibits, and all material
incorporated by reference or deemed to be incorporated by reference in such
registration statement.

         Rule 144: Rule 144 promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the SEC providing for offers and sales of
securities made in compliance


                                      -3-
<PAGE>

therewith resulting in offers and sales by subsequent holders that are not
affiliates of an issuer of such securities being free of the registration and
prospectus delivery requirements of the Securities Act.

         Rule 144A: Rule 144A promulgated under the Securities Act, as such
Rule may be amended from time to time, or any similar rule (other than Rule
144) or regulation hereafter adopted by the SEC.

         Rule 415: Rule 415 promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

         SEC: The Securities and Exchange Commission.

         Securities Act: The Securities Act of 1933, as amended, and the rules
and regulations of the SEC promulgated thereunder.

         Shelf Registration: See Section 2(b) hereof.

         Shelf Registration Statement: See Section 2(b) hereof.

         Subsequent Shelf Registration: See Section 2(b) hereof.

         Suspension Period: See Section 3(b) hereof.

         TIA: The Trust Indenture Act of 1939, as amended, and the rules and
regulations of the SEC promulgated thereunder.

         Trustee: The Trustee under the Indenture.

         Underlying Shares: See the second introductory paragraph hereto.

         Underwritten registration or underwritten offering: A registration in
which securities of the Company are sold to an underwriter (which term, for
purposes of this Registration Rights Agreement, shall include a Person deemed
to be an underwriter within the meaning of Section 2(11) of the Securities Act)
for reoffering to the public.

2. Shelf Registration.

         (a) Shelf Registration. The Company shall file with the SEC a
Registration Statement for an offering to be made on a continuous basis
pursuant to Rule 415 covering all of the Registrable Securities (the "Initial
Shelf Registration") on or prior to the Filing Date. The Initial Shelf
Registration shall be on Form S-3 or another appropriate form permitting
registration of such Registrable Securities for resale by Holders in the manner
or manners designated by them.

                                      -4-
<PAGE>

         The Company shall use its reasonable best efforts to cause the Initial
Shelf Registration to be declared effective under the Securities Act on or
prior to the Effectiveness Date and to keep such Initial Shelf Registration
continuously effective under the Securities Act until the date that is two
years from the Closing Date (as it may be shortened pursuant to clause (i) or
clause (ii) immediately following, the "Effectiveness Period"), or such shorter
period ending when (i) all the Registrable Securities covered by the Initial
Shelf Registration have been sold in the manner set forth and as contemplated
in the Initial Shelf Registration, (ii) all the Registrable Securities (x) held
by Persons who are not affiliates of the Company may be resold pursuant to Rule
144(k) under the Securities Act or (y) cease to be outstanding or (iii) a
Subsequent Shelf Registration (as defined below) covering all of the
Registrable Securities has been declared effective under the Securities Act.

         (b) Subsequent Shelf Registrations. If the Initial Shelf Registration
or any Subsequent Shelf Registration ceases to be effective for any reason at
any time during the Effectiveness Period (other than because of the sale of all
of the securities registered thereunder), the Company shall use its reasonable
best efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall within 45 days of such cessation
of effectiveness amend the Initial Shelf Registration or any subsequent Shelf
Registration, as the case may be, in a manner to obtain the withdrawal of the
order suspending the effectiveness thereof, or file an additional "shelf"
Registration Statement pursuant to Rule 415 covering all of the Registrable
Securities (a "Subsequent Shelf Registration"). If a Subsequent Shelf
Registration is filed, the Company shall use its reasonable best efforts to
cause the Subsequent Shelf Registration to be declared effective under the
Securities Act as soon as practicable after such filing and to keep such
Registration Statement continuously effective until the Company would not have
been required to keep the Initial Shelf Registration effective. As used herein
the term "Shelf Registration" means the Initial Shelf Registration and any
Subsequent Shelf Registration and the term "Shelf Registration Statement" means
any Registration Statement filed in connection with a Shelf Registration.

         (c) Supplements and Amendments. The Company shall promptly supplement
and amend the Shelf Registration if required by the rules, regulations, or
instructions applicable to the registration form used for such Shelf
Registration, if required by the Securities Act, or if reasonably requested by
the Holders of the majority in Amount of Registrable Securities covered by such
Registration Statement or by any underwriter of such Registrable Securities.

         (d) Information from Holders. The Company shall provide a notice and
questionnaire (together, the "Questionnaire"), requesting such information as
the Company may reasonably require for use in connection with the Shelf
Registration Statement or Prospectus or preliminary Prospectus included therein
and in any application to be filed with or under state securities laws not
fewer than 30 calendar days prior to the time the Company intends in good faith
to have Shelf Registration Statement declared effective (the "Questionnaire
Deadline"). No Holder shall be entitled to be named as a selling securityholder
in the Shelf Registration Statement, and no Holder shall be entitled to use the
Prospectus that is part


                                      -5-
<PAGE>

of the Shelf Registration Statement for offers and resales of Registrable
Securities at any time, unless such Holder has returned a completed and signed
Questionnaire to the Company by the deadline for response set forth therein.
Holders shall, however, have at least 20 calendar days from the date on which
the Questionnaire is first mailed to them to return a completed and signed
Questionnaire to the Company. Each Holder as to which any Shelf Registration is
being effected agrees to furnish promptly to the Company all information
required to be disclosed so that the information previously furnished to the
Company by such seller is not materially misleading and does not omit to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances under which
they were made.

         Beneficial owners of Registrable Securities who have not returned a
Questionnaire by the Questionnaire Deadline may receive another Questionnaire
upon request from the Company. Upon receipt of a completed and signed
Questionnaire prior to the Effectiveness Date, the Company will include the
Registrable Securities covered thereby in the Shelf Registration Statement.

         In connection with all such requests for information from Holders, the
Company shall notify such Holders of the requirements set forth above. No
Holder shall be entitled to Liquidated Damages pursuant to Section 3 hereof
unless such Holder shall have provided all such reasonably requested
information.

3. Liquidated Damages.

         (a) The Company and the Initial Purchasers agree that the Holders will
suffer damages if the Company fails to fulfill its obligations under Section 2
hereof and that it would not be feasible to ascertain the extent of such
damages with precision. Accordingly, the Company agrees to pay liquidated
damages on the Registrable Securities ("Liquidated Damages") under the
circumstances and to the extent set forth below (each of which shall be given
independent effect; each a "Registration Default"):

                  (i) if the Initial Shelf Registration is not filed on or
         prior to the Filing Date, then commencing on the day after the Filing
         Date, Liquidated Damages shall accrue on the Registrable Securities at
         a rate of 0.50% per annum on the Amount of Registrable Securities for
         the first 90 days immediately following the Filing Date, such
         Liquidated Damages increasing by an additional 0.50% per annum at the
         beginning of each subsequent 90-day period;

                  (ii) if the Initial Shelf Registration is not declared
         effective by the SEC on or prior to the Effectiveness Date, then
         commencing on the day after the Effectiveness Date, Liquidated Damages
         shall accrue on the Registrable Securities at a rate of 0.50% per
         annum on the Amount of Registrable Securities for the first 90 days
         immediately following the day after such Effectiveness Date, such
         Liquidated Damages increasing


                                      -6-
<PAGE>

         by an additional 0.50% per annum at the beginning of each subsequent
         90-day period; and

                  (iii) if a Shelf Registration has been declared effective and
         such Shelf Registration ceases to be effective at any time during the
         Effectiveness Period (other than as permitted under Section 3(b)),
         Liquidated Damages shall accrue on the Registrable Securities at a
         rate of 0.50% per annum on the Amount of Registrable Securities for
         the first 90 days commencing on the day such Shelf Registration ceases
         to be effective, such Liquidated Damages increasing by an additional
         0.50% per annum at the beginning of each such subsequent 90-day
         period;

provided, however, that Liquidated Damages on the Registrable Securities may
not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at
any one time and at no time shall the aggregate amount of Liquidated Damages
accruing exceed in the aggregate 2.00% per annum of the Amount of Registrable
Securities; provided, further, however, that (1) upon the filing of the Shelf
Registration as required hereunder (in the case of clause (a)(i) of this
Section 3), (2) upon the effectiveness of the Shelf Registration as required
hereunder (in the case of clause (a)(ii) of this Section 3) or (3) upon the
effectiveness of a Shelf Registration which had ceased to remain effective (in
the case of (a)(iii) of this Section 3), Liquidated Damages on the Registrable
Securities as a result of such clause, shall cease to accrue. It is understood
and agreed that, notwithstanding any provision to the contrary, so long as any
Registrable Security is then covered by an effective Shelf Registration
Statement, no Liquidated Damages shall accrue on such Registrable Security. The
parties have agreed that actual damages for the Company's violation of its
obligations under Section 2 are difficult to determine and that the sole
monetary remedy for any such violation shall be Liquidated Damages.

         (b) Notwithstanding any other provisions of this Agreement to the
contrary, if (i) the Company determines, in its good faith judgment, that the
disclosure of an event or development, or the filing of a required filing with
the SEC would have a material adverse impact on the Company or (ii) the
disclosure of an event or development, or the filing of a required filing with
the SEC is otherwise related to a material business transaction that has not
yet been publicly disclosed (each of the foregoing is referred to herein as a
"Suspension Period"), the Company shall be entitled to suspend any registration
referred to in Section 2, provided, however, that a Suspension Period shall not
prevent the accrual of Liquidated Damages from occurring or continuing to the
extent it exceeds 45 days in any 90-day period or to the extent multiple
Suspension Periods exceed 90 days in the aggregate in any 12-month period.

         (c) So long as any Convertible Notes remain outstanding, the Company
shall notify the Trustee within two Business Days after each and every date on
which an event occurs in respect of which Liquidated Damages is required to be
paid. Any amounts of Liquidated Damages due pursuant to (a)(i), (a)(ii) or
(a)(iii) of this Section 3 will be payable in cash semi-annually on each
interest payment date under the Indenture (each a "Damages Payment Date"),
commencing with the first such date occurring after any such Liquidated Damages
commences to accrue, to Holders to whom regular interest is payable on such
Dam-


                                      -7-
<PAGE>

ages Payment Date with respect to Convertible Notes that are Registrable
Securities and to Persons that are registered Holders 15 days prior to such
Damages Payment Date with respect to Underlying Shares that are Registrable
Securities. The amount of Liquidated Damages for Registrable Securities will be
determined by multiplying the applicable rate of Liquidated Damages by the
Amount of Registrable Securities outstanding on the Damages Payment Date
following such Registration Default in the case of the first such payment of
Liquidated Damages with respect to a Registration Default (and thereafter at
the next succeeding Damages Payment Date until the cure of such Registration
Default), multiplied by a fraction, the numerator of which is the number of
days such Liquidated Damages rate was applicable during such period (determined
on the basis of a 360-day year comprised of twelve 30-day months and, in the
case of a partial month, the actual number of days elapsed), and the
denominator of which is 360.

4. Registration Procedures.

         In connection with the filing of any Registration Statement pursuant
to Section 2 hereof, the Company shall effect such registrations to permit the
resale of the securities covered thereby in accordance with the intended method
or methods of disposition thereof, and pursuant thereto and in connection with
any Registration Statement filed by the Company hereunder the Company shall:

         (a) Prepare and file with the SEC prior to the Filing Date a
Registration Statement or Registration Statements as prescribed by Section 2
hereof and use its reasonable best efforts to cause each such Registration
Statement to become effective and remain effective as provided herein;
provided, however, that before filing any Registration Statement or Prospectus
or any amendments or supplements thereto, the Company shall furnish to and
afford the Holders of the Registrable Securities covered by such Registration
Statement, a single counsel to such Holders (chosen in accordance with Section
5(b)), and the managing underwriter, if any, a reasonable opportunity to review
copies of all such documents proposed to be filed (in each case, where
possible, at least four Business Days prior to such filing, or such date as is
reasonable under the circumstances). The Company shall not file any
Registration Statement or Prospectus or any amendments or supplements thereto
if the Holders of a majority in Amount of Registrable Securities covered by
such Registration Statement, their counsel, or the managing underwriter, if
any, shall reasonably object.

         (b) Prepare and file with the SEC such amendments and post-effective
amendments to each Shelf Registration as may be necessary to keep such
Registration Statement continuously effective for the Effectiveness Period;
cause the related Prospectus to be supplemented by any Prospectus supplement
required by applicable law, and as so supplemented to be filed pursuant to Rule
424 (or any similar provisions then in force) promulgated under the Securities
Act; and use all reasonable best efforts to comply with the provisions of the
Securities Act and the Exchange Act applicable to it with respect to the
disposition of all securities covered by such Registration Statement as so
amended or in such Prospectus as so supplemented. The Company shall be deemed
not to have used its reasonable best efforts to


                                      -8-
<PAGE>

keep a Registration Statement effective during the Effectiveness Period if it
voluntarily takes any action that would result in selling Holders of the
Registrable Securities covered thereby not being able to sell such Registrable
Securities during that period unless such action is required by applicable law
or unless the Company complies with this Agreement, including, without
limitation, the provisions of Sections 4(c)(ii), 4(c)(iii), 4(c)(iv) and 4(k)
hereof.

         (c) Notify the selling Holders, a single counsel to such Holders
(chosen in accordance with Section 5(b)), and the managing underwriter, if any,
promptly (but in any event within two Business Days) and, confirm such notice
in writing, (i) when a Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to a Registration
Statement or any post-effective amendment, when the same has become effective
under the Securities Act (including in such notice a written statement that any
Holder may, upon request, obtain, at the sole expense of the Company, one
conformed copy of such Registration Statement or post-effective amendment
including financial statements and schedules, documents incorporated or deemed
to be incorporated by reference, and exhibits), (ii) of the issuance by the SEC
of any stop order suspending the effectiveness of a Registration Statement or
of any order preventing or suspending the use of any preliminary Prospectus or
the initiation of any proceedings for that purpose, (iii) of the happening of
any event, the existence of any condition, or any information becoming known
that makes any statement made in such Registration Statement or related
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires the making of any
changes in or amendments or supplements to such Registration Statement,
Prospectus or documents so that, in the case of the Registration Statement, it
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and that in the case of the Prospectus, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
unless such event, condition, or information has otherwise been publicly
disclosed by the Company through a press release or Exchange Act filing, and
(iv) of the Company's determination that a post-effective amendment to a
Registration Statement would be appropriate.

         (d) Use its reasonable best efforts to prevent the issuance of any
order suspending the effectiveness of a Registration Statement or of any order
preventing or suspending the use of a Prospectus and, if any such order is
issued, to use its reasonable best efforts to obtain the withdrawal of any such
order at the earliest possible moment.

         (e) If requested by the managing underwriter or underwriters, if any,
or the Holders of the majority in Amount of Registrable Securities being sold
in connection with an underwritten offering, (i) promptly incorporate in a
Prospectus supplement or post-effective amendment such information as the
managing underwriter or underwriters, if any, such Holders, or counsel for any
of them reasonably determine is necessary to be included therein, (ii) make all
required filings of such Prospectus supplement of such post-effective amendment
as soon as reasonably practicable after the Company has received notification
of the matters


                                      -9-
<PAGE>

to be incorporated in such Prospectus supplement or post-effective amendment,
and (iii) supplement or make amendment to such Registration Statement.

         (f) Furnish to each selling Holder, a single counsel to such Holders
(chosen in accordance with Section 5(b)), and each managing underwriter, if
any, at the sole expense of the Company, one conformed copy of the Registration
Statement or post-effective amendment thereto, including financial statements
but excluding schedules, all documents incorporated or deemed to be
incorporated therein by reference, and all exhibits (unless requested in
writing to the Company by such Holder, counsel, or managing underwriter, as the
case may be).

         (g) Deliver to each selling Holder, a single counsel to such Holders
(chosen in accordance with Section 5(b)), and the underwriters, if any, at the
sole expense of the Company, as many copies of the Prospectus (including each
form of preliminary prospectus) and each amendment or supplement thereto and
any documents incorporated by reference therein as such Persons may reasonably
request; and, subject to the last paragraph of Section 4 hereof, the Company
hereby consents to the use of such Prospectus and each amendment or supplement
thereto by each of the selling Holders and the underwriters or agents, if any,
and dealers (if any), in connection with the offering and sale of the
Registrable Securities covered by such Prospectus and any amendment or
supplement thereto.

         (h) Prior to any public offering of Registrable Securities, to use its
reasonable best efforts to register or qualify, to the extent required by
applicable law, and to cooperate with the selling Holders, the managing
underwriter or underwriters, if any, and their respective counsel in connection
with the registration or qualification (or exemption from such registration or
qualification) of such Registrable Securities or offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States as
any selling Holder, or the managing underwriter or underwriters, if any,
reasonably request; provided, however, that where Registrable Securities are
offered other than through an underwritten offering, the Company agrees to
cause the Company's counsel to perform Blue Sky investigations and file
registrations and qualifications required to be filed pursuant to this Section
4(h); keep each such registration or qualification (or exemption therefrom)
effective during the period such Registration Statement is required to be kept
effective and do any and all other acts or things reasonably necessary or
advisable to enable the disposition in such jurisdictions of the Registrable
Securities covered by the applicable Registration Statement; provided, however,
that the Company shall not be required to (A) qualify generally to do business
in any jurisdiction where it is not then so qualified, (B) take any action that
would subject it to general service of process in any such jurisdiction where
it is not then so subject, or (C) subject itself to taxation in excess of a
nominal dollar amount in any such jurisdiction where it is not then so subject.

         (i) Cooperate with the selling Holders and the managing underwriter or
underwriters, if any, to facilitate the timely preparation and delivery of
certificates representing shares of Registrable Securities to be sold, which
certificates shall not bear any restrictive legends and shall be in a form
eligible for deposit with The Depository Trust Company; and


                                     -10-
<PAGE>

enable such shares of Registrable Securities to be in such denominations and
registered in such names as the managing underwriter or underwriters, if any,
or Holders may reasonably request.

         (j) Use its reasonable best efforts to cause the Registrable
Securities covered by any Shelf Registration Statement to be registered with or
approved by such other governmental agencies or authorities as may be
reasonably necessary to enable the seller or sellers thereof or the underwriter
or underwriters, if any, to consummate the disposition of such Registrable
Securities, except as may be required solely as a consequence of the nature of
such selling Holder's business, in which case the Company will cooperate in all
reasonable respects with the filing of such Registration Statement and the
granting of such approvals.

         (k) Upon the occurrence of any event contemplated by paragraph
4(c)(ii), 4(c)(iii) or 4(c)(iv) hereof, as promptly as practicable prepare and
(subject to Section 4(a) hereof) file with the SEC, at the sole expense of the
Company, a supplement or post-effective amendment to the Registration Statement
or a supplement to the related Prospectus or any document incorporated or
deemed to be incorporated therein by reference, or file any other required
document so that, as thereafter delivered to the purchasers of the Registrable
Securities being sold thereunder, any such Prospectus will not contain an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading.

         (l) Prior to the effective date of the first Registration Statement
relating to the Registrable Securities, provide required CUSIP numbers for the
Registrable Securities.

         (m) In connection with any underwritten offering of Registrable
Securities pursuant to a Shelf Registration, enter into an underwriting
agreement as is customary in underwritten offerings of securities similar to
the Registrable Securities and take all such other actions as are reasonably
requested by the managing underwriter or underwriters in order to expedite or
facilitate the registration or the disposition of such Registrable Securities
and, in such connection, (i) make such representations and warranties to, and
covenants with, the underwriters with respect to the business of the Company
and its subsidiaries (including any acquired business, property, or entity, if
applicable) and the Registration Statement, Prospectus, and documents, if any,
incorporated or deemed to be incorporated by reference therein, in each case,
as are customarily made by issuers to underwriters in underwritten offerings of
securities similar to the Registrable Securities and confirm the same in
writing if and when requested; (ii) obtain the written opinion of counsel to
the Company and written updates thereof in form, scope, and substance
reasonably satisfactory to the managing underwriter or underwriters, addressed
to the underwriters, and covering the matters customarily covered in opinions
requested in underwritten offerings of securities similar to the Registrable
Securities and such other matters as may be reasonably requested by the
managing underwriter or underwriters; and (iii) obtain "cold comfort" letters
and updates thereof in form, scope, and substance reasonably satisfactory to
the managing underwriter or underwriters from the independent cer-


                                     -11-
<PAGE>

tified public accountants of the Company (and, if necessary, any other
independent certified public accountants of any subsidiary of the Company or of
any business acquired by the Company for which financial statements and
financial data are, or are required to be, included or incorporated by
reference in the Registration Statement), addressed to each of the
underwriters, such letters to be in customary form and covering matters of the
type customarily covered in "cold comfort" letters in connection with
underwritten offerings of securities similar to the Registrable Securities and
such other matters as reasonably requested by the managing underwriter or
underwriters as permitted by the Statement on Auditing Standards No. 72. The
above shall be done as and to the extent required by such underwriting
agreement.

         (n) Make available for inspection by any selling Holder, any
underwriter participating in any such disposition of Registrable Securities, if
any, and any attorney, accountant, or other agent retained by any such selling
Holder or underwriter (collectively, the "Inspectors"), at the offices where
normally kept, during reasonable business hours at such time or times as shall
be mutually convenient for the Company and the Inspectors as a group, all
financial and other records, pertinent corporate documents, and instruments of
the Company and its subsidiaries (collectively, the "Records") as shall be
reasonably necessary to enable them to exercise any applicable due diligence
responsibilities, and cause the officers, directors, and employees of the
Company and its subsidiaries to supply all information reasonably requested by
any such Inspector in connection with such Registration Statement. Records that
the Company determines, in good faith, to be confidential and any Records that
it notifies the Inspectors are confidential shall not be disclosed by any
Inspector unless (i) the disclosure of such Records is necessary to avoid or
correct a material misstatement or material omission in such Registration
Statement, (ii) the release of such Records is ordered pursuant to a subpoena
or other order from a court of competent jurisdiction, (iii) disclosure of such
information is, in the opinion of counsel for any Inspector, necessary or
advisable in connection with any action, claim, suit, or proceeding directly
involving or potentially involving such Inspector and arising out of, based
upon, relating to, or involving this Agreement or any transactions contemplated
hereby or arising hereunder, (iv) the information in such Records has been made
generally available to the public other than through the acts of such
Inspector; provided, however, that prior notice shall be provided as soon as
practicable to the Company of the potential disclosure of any information by
such Inspector pursuant to clause (ii) or (iii) of this sentence to permit the
Company to obtain a protective order (or waive the provisions of this paragraph
(n)) and that such Inspector shall take such actions as are reasonably
necessary to protect the confidentiality of such information (if practicable)
to the extent such action is otherwise not inconsistent with, an impairment of,
or in derogation of the rights and interests of any Holder or Inspector, or (v)
the information in such Records has been made generally available to the public
other than as a result of a breach of this Agreement.

         (o) Provide (i) the Holders to be included in such Registration
Statement and not more than one counsel for all such Holders, (ii) the
underwriters, if any, thereof, (iii) the sales or placement agent, if any,
thereof, and (iv) one counsel for such underwriters or agents, reasonable
opportunity to participate in the preparation of such Registration State-


                                     -12-
<PAGE>

ment, each prospectus included therein or filed with the SEC, and each
amendment or supplement thereto.

         (p) Comply with all applicable rules and regulations of the SEC and
make generally available to its securityholders earning statements satisfying
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder
(or any similar rule promulgated under the Securities Act) no later than 45
days after the end of any 12-month period (or 90 days after the end of any
12-month period if such period is a fiscal year) (i) commencing at the end of
any fiscal quarter in which Registrable Securities are sold to underwriters in
a firm commitment or best efforts underwritten offering and (ii) if not sold to
underwriters in such an offering, commencing on the first day of the first
fiscal quarter of the Company after the effective date of a Registration
Statement, which statements shall cover said 12-month periods.

         (q) Cooperate with each seller of Registrable Securities covered by
any Registration Statement and each underwriter, if any, participating in the
disposition of such Registrable Securities and their respective counsel in
connection with any filings required to be made with the National Association
of Securities Dealers, Inc. (the "NASD"), including, if the Conduct Rules of
the NASD or any successor thereto as amended from time to time so require,
engaging a "qualified independent underwriter" ("QIU") as contemplated therein
and making Records available to such QIU as though it were a participating
underwriter for the purposes of Section 4(n) and otherwise applying the
provisions of this Agreement to such QIU (including indemnification) as though
it were a participating underwriter.

         (r) Cause the Indenture to be qualified under the TIA not later than
the effective date of the first Registration Statement relating to the
Registrable Securities; and in connection therewith, cooperate with the Trustee
and the Holders to effect such changes to the Indenture as may be required for
the Indenture to be so qualified in accordance with the terms of the TIA; and
execute, and use its reasonable best efforts to cause the Trustee to execute,
all documents as may be required to effect such changes and all other forms and
documents required to be filed with the SEC to enable the Indenture to be so
qualified in a timely manner.

         (s) Use its reasonable best efforts to take all other steps necessary
or advisable to effect the registration of the Registrable Securities covered
by a Registration Statement contemplated hereby.

         Each Holder of Registrable Securities agrees by acquisition of such
Registrable Securities that, upon actual receipt of any notice from the Company
of the happening of any event of the kind described in Section 4(c)(ii),
4(c)(iii) or 4(c)(iv) hereof or of a suspension pursuant to Section 3(b)
hereof, such Holder will forthwith discontinue disposition of such Registrable
Securities covered by such Registration Statement or Prospectus until such
Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 4(k) hereof, or until it is advised in writing by the
Company that the use of the applicable Prospectus may be resumed, and has
received copies of any amendments or supplements thereto.

                                     -13-
<PAGE>

5. Registration Expenses.

         (a) All fees and expenses incident to the performance of or compliance
with this Agreement by the Company shall be borne by the Company, including,
without limitation, (i) all registration and filing fees (including, without
limitation, (A) fees with respect to filings required to be made with the NASD
in connection with an underwritten offering and (B) fees and expenses of
compliance with state securities or Blue Sky laws (including, without
limitation, reasonable fees and disbursements of counsel in connection with
Blue Sky qualifications of the Registrable Securities and determination of the
eligibility of the Registrable Securities for investment under the laws of such
jurisdictions as provided in Section 4(h) hereof)), (ii) printing expenses,
including, without limitation, expenses of printing certificates for
Registrable Securities in a form eligible for deposit with Depository and of
printing prospectuses if the printing of prospectuses is requested by the
managing underwriter or underwriters, if any, or by the Holders of the majority
in Amount of Registrable Securities included in any Registration Statement,
(iii) messenger, telephone, and delivery expenses incurred by the Company, (iv)
fees and disbursements of counsel for the Company and reasonable fees and
disbursements of a single counsel (chosen in accordance with Section 5(b)) for
the sellers of Registrable Securities (subject to the provisions of Section
5(b) hereof), (v) fees and disbursements of all independent certified public
accountants referred to in Section 4(m)(iii) hereof (including, without
limitation, the expenses of any special audit and "cold comfort" letters
required by or incident to such performance), (vi) Securities Act liability
insurance, if the Company desires such insurance, (vii) fees and expenses of
all other Persons retained by the Company, (viii) internal expenses of the
Company (including, without limitation, all salaries and expenses of officers
and employees of the Company performing legal or accounting duties), (ix) the
expense of any annual audit, (x) the fees and expenses incurred in connection
with the listing of the securities to be registered on any securities exchange,
if applicable, and (xi) the expenses relating to printing, word processing, and
distributing all Registration Statements, underwriting agreements, securities
sales agreements, and any other documents necessary in order to comply with
this Agreement. Notwithstanding anything in this Agreement to the contrary,
each Holder shall pay all underwriting discounts and brokerage commissions with
respect to any Registrable Securities sold by it.

         (b) The Company shall reimburse the Holders of the Registrable
Securities being registered in a Shelf Registration for the reasonable fees and
disbursements of not more than one counsel chosen by the Holders of a majority
in Amount of Registrable Securities to be included in such Registration
Statement.

6. Indemnification.

         The Company agrees to indemnify and hold harmless (i) each Initial
Purchaser and its affiliates, (ii) each Holder and its affiliates, (iii) each
Person, if any, who controls (within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act) any of the foregoing (any of
the Persons referred to in this clause (iii) being hereinafter referred to as a
"controlling person"), (iv) the respective officers, directors, partners,
employ-


                                     -14-
<PAGE>

ees, representatives, and agents of the Initial Purchasers, the Holders
(including predecessor Holders) or any controlling person (any person referred
to in clause (i), (ii), (iii), or (iv) may hereinafter be referred to as an
"Indemnified Holder"), from and against any and all losses, claims, damages,
liabilities, and judgments (including, without limitation, reasonable legal
fees and other expenses incurred in connection with any suit, action, or
proceeding or any claim asserted) caused by any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement or
Prospectus, or any amendment or supplement thereto or any related preliminary
Prospectus, or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, except insofar as such losses, claims, damages, or liabilities are
caused by any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with information relating to
any Holder furnished to the Company in writing by such selling Holder expressly
for use therein; provided that, with respect to any such untrue statement in or
omission from any preliminary Prospectus, this indemnity will not apply in the
event that (a) a copy of the related Prospectus (excluding any documents
incorporated by reference therein) was not sent or given by such Initial
Purchaser or selling Holder and (b) the untrue statement in or omission from
such preliminary Prospectus was corrected in the related Prospectus, unless, in
either case, such failure to deliver the Prospectus was a result of
noncompliance by the Company with the provisions of Section 4 hereof. In
connection with any underwritten offering, the Company will also indemnify the
underwriters, if any, selling brokers, dealers, and similar securities industry
professionals participating in the distribution, their respective affiliates,
and each Person who controls such Persons (within the meaning of the Securities
Act and the Exchange Act) to the same extent as provided above with respect to
the indemnification of the Holders, if requested in connection with any
Registration Statement.

         Each Holder agrees, severally and not jointly, to indemnify and hold
harmless the Company, its directors, officers, affiliates, and each Person who
controls the Company within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act to the same extent as the foregoing
indemnity from the Company to each Holder, but only with reference to such
losses, claims, damages, or liabilities which are caused by any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with information relating to a Holder furnished to the
Company in writing by such Holder expressly for use in any Registration
Statement or Prospectus, or any amendment or supplement thereto or any related
preliminary prospectus.

         If any suit, action, proceeding (including any governmental or
regulatory investigation), claim, or demand shall be brought or asserted
against any Person in respect of which indemnity may be sought pursuant to
either of the two preceding paragraphs, such Person (the "Indemnified Person")
shall promptly notify the Person or Persons against whom such indemnity may be
sought (each an "Indemnifying Person") in writing; provided, that the failure
to notify the Indemnifying Person shall not relieve it from any liability that
it may have under this Section 6 except to the extent that it has been
materially prejudiced (through the forfeiture of substantive rights or
defenses) by such failure; and provided, further, that the


                                     -15-
<PAGE>

failure to notify the Indemnifying Person shall not relieve it from any
liability that it may have to an Indemnified Person otherwise than under this
Section 6 and such Indemnifying Person, upon request of the Indemnified Person,
shall retain counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person and any others entitled to indemnification
pursuant to this Section 6 that the Indemnifying Person may designate in such
proceeding and shall pay the fees and expenses of such counsel related to such
proceeding. In any such proceeding, any Indemnified Person shall have the right
to retain its own counsel, but the fees and expenses of such counsel shall be
at the expense of such Indemnified Person unless (i) such Indemnifying Person
and the Indemnified Person shall have mutually agreed to the contrary, (ii)
such Indemnifying Person has failed within a reasonable time to retain counsel
reasonably satisfactory to such Indemnified Person, or (iii) the named parties
in any such proceeding (including any impleaded parties) include an
Indemnifying Person and an Indemnified Person and the Indemnified Person shall
have reasonably concluded that there may be one or more legal defenses
available to it that are different from or in addition to those available to
any such Indemnifying Person. It is understood that an Indemnifying Person
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the fees and expenses of more than one separate
firm (in addition to any local counsel) for all Indemnified Persons, and that
all such fees and expenses shall be reimbursed as they are incurred. Any such
separate firm for the Indemnified Holders shall be designated in writing by the
Holders of the majority in Amount of Registrable Securities, and any such
separate firm for the Company, its directors, respective officers, and such
control Persons of the Company shall be designated in writing by the Company.
The Indemnifying Person shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, such Indemnifying
Person agrees to indemnify any Indemnified Person from and against any loss or
liability by reason of such settlement or judgment. No Indemnifying Person
shall, without the prior written consent of the Indemnified Person, effect any
settlement of any pending or threatened proceeding in respect of which any
Indemnified Person is or reasonably could have been a party and indemnity could
have been sought hereunder by such Indemnified Person, unless such settlement
(i) includes an unconditional release of such Indemnified Person from all
liability on claims that are the subject matter of such proceeding and (ii)
does not include a statement as to or an admission of fault, culpability, or a
failure to act by or on behalf of any Indemnified Person.

         If the indemnification provided for in the first and second paragraphs
of this Section 6 is unavailable to an Indemnified Person or insufficient in
respect of any losses, claims, damages, or liabilities referred to therein,
then each Indemnifying Person under such paragraph, in lieu of indemnifying
such Indemnified Person thereunder, shall contribute to the amount paid or
payable by such Indemnified Person as a result of such losses, claims, damages,
or liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Indemnifying Person on the one hand, and the
Indemnified Person on the other hand, pursuant to the Purchase Agreement or
from the offering of the Registrable Securities pursuant to any Shelf
Registration or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect
not only the rela-


                                     -16-
<PAGE>

tive benefits referred to in clause (i) above but also the relative fault of
the Indemnifying Person on the one hand, and the Indemnified Person on the
other, in connection with the statements or omissions that resulted in such
losses, claims, damages, or liabilities, as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand, and any Indemnified Holder on the other, shall be deemed to be in the
same proportion as the total net proceeds from the initial offering and sale of
Convertible Notes before deducting expenses received by the Company bear to the
total net proceeds received by such Indemnified Holder from sales of
Registrable Securities giving rise to such obligations. The relative fault of
the parties shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company or such Indemnified Holder and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission.

         Each of the Company and the Initial Purchaser agrees that it would not
be just and equitable if contribution pursuant to this Section 6 were
determined by pro rata allocation or by any other method of allocation that
does not take account of the equitable considerations referred to in the
immediately preceding paragraph. The amount paid or payable by an Indemnified
Person as a result of the losses, claims, damages, and liabilities referred to
in the immediately preceding paragraph shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses incurred by such
Indemnified Person in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 6, in no event
shall any Holder be required to contribute any amount in excess of the amount
by which the net proceeds received by such Holder from the sale of the
Registrable Securities pursuant to a Shelf Registration Statement exceeds the
amount of damages which such Holder would have otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.

         The remedies provided for in this Section 6 are not exclusive and
shall not limit any rights or remedies that may otherwise be available to any
indemnified party at law or in equity.

         The indemnity and contribution agreements contained in this Section 6
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
any Holder or any Person controlling any Holder or by or on behalf of the
Company, its officers or directors, or any other Person controlling the
Company, and (iii) acceptance of and payment for any of the Registrable
Securities.

                                     -17-
<PAGE>

7. Rules 144 and 144A.

         The Company covenants that it will file the reports required to be
filed by it under the Exchange Act and the rules and regulations adopted by the
SEC thereunder in a timely manner in accordance with the requirements of the
Exchange Act and, for so long as any Registrable Securities remain outstanding,
if at any time the Company is not required to file such reports, it will, upon
the request of any Holder or beneficial owner of Registrable Securities, make
available such information as is necessary to permit sales pursuant to Rule
144A under the Securities Act. The Company further covenants that, for so long
as any Registrable Securities remain outstanding, it will use its reasonable
best efforts to take such further action as any Holder of Registrable
Securities may reasonably request, all to the extent required from time to time
to enable such holder to sell Registrable Securities without registration under
the Securities Act within the limitation of the exemptions provided by (a) Rule
144(k) and Rule 144A under the Securities Act, as such rules may be amended
from time to time, or (b) any similar rule or regulation hereafter adopted by
the SEC. Notwithstanding the foregoing, nothing in this Section 7 shall be
deemed to require the Company to register any of its securities pursuant to the
Exchange Act.

8. Underwritten Registrations.

         If any of the Registrable Securities covered by any Shelf Registration
are to be sold in an underwritten offering, the investment banker or investment
bankers and manager or managers that will manage the offering will be selected
by the Holders of the majority in Amount of Registrable Securities to be
included in such offering and will be reasonably acceptable to the Company.

         No Holder of Registrable Securities may participate in any
underwritten registration hereunder unless such Holder (a) agrees to sell such
Holder's Registrable Securities on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements, and other documents reasonably
required under the terms of such underwriting arrangements.

9. Miscellaneous.

         (a) No Inconsistent Agreements. The Company has not, as of the date
hereof, and the Company shall not, after the date of this Agreement, enter into
any agreement with respect to any of its securities that is inconsistent with
the rights granted to the Holders of Registrable Securities in this Agreement
or otherwise conflicts with the provisions hereof.

         (b) Adjustments Affecting Registrable Securities. The Company shall
not, directly or indirectly, take any action with respect to the Registrable
Securities as a class that would adversely affect the ability of the Holders of
Registrable Securities to include such Registrable Securities in a registration
undertaken pursuant to this Agreement.

                                     -18-
<PAGE>

         (c) Amendments and Waivers. The provisions of this Agreement may not
be amended, modified, or supplemented, and waivers or consents to departures
from the provisions hereof may not be given, otherwise than with the prior
written consent of the Company and the Holders of not less than the majority in
Amount of Registrable Securities; provided, however, that Section 6 and this
Section 9(c) may not be amended, modified, or supplemented without the prior
written consent of the Company and each Holder (including, in the case of an
amendment, modification, or supplement of Section 6, any Person who was a
Holder of Registrable Securities disposed of pursuant to any Registration
Statement). Notwithstanding the foregoing, a waiver or consent to depart from
the provisions hereof with respect to a matter that relates exclusively to the
rights of Holders of Registrable Securities whose securities are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect, impair, limit, or compromise the rights of other Holders of Registrable
Securities may be given by Holders of at least a majority in Amount of the
Registrable Securities being sold by such Holders pursuant to such Registration
Statement.

         (d) Notices. All notices and other communications (including, without
limitation, any notices or other communications to the Trustee) provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier, or facsimile:

                  (i) if to a Holder of the Registrable Securities, at the most
         current address of such Holder set forth on the records of the
         registrar under the Indenture, in the case of Holders of Convertible
         Notes, and the stock ledger of the Company, in the case of Holders of
         common stock of the Company.

                  (ii) if to the Initial Purchaser:

                           CIBC World Markets Corp.
                           425 Lexington Avenue, 6th Floor
                           New York, New York 10017
                           Facsimile No.:  (212) 885-4985
                           Attention:  Investment Banking

                  with copies to:

                           Cahill Gordon & Reindel
                           80 Pine Street
                           New York, New York 10005
                           Facsimile No.:  (212) 269-5420
                           Attention:  Roger Meltzer, Esq.

                                     -19-
<PAGE>

                  (iii) if to the Company, at the addresses as follows:

                           Arris Group, Inc.
                           11450 Technology Circle
                           Duluth, Georgia 30097
                           Facsimile No.:  (678) 473-8470
                           Attention:  Chief Financial Officer

                  with copies to:

                           Troutman Sanders
                           600 Peachtree Street, N.W.
                           Suite 2500
                           Atlanta, Georgia 30308
                           Facsimile No.:  (404) 885-3900
                           Attention:  W. Brinkley Dickerson, Jr., Esq.

         All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; five Business Days
after being deposited in the mail, postage prepaid, if mailed; one Business Day
after being timely delivered to a next-day air courier; and when receipt is
acknowledged by the addressee, if sent by facsimile.

         (e) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties
hereto, including the Holders; provided, however, that this Agreement shall not
inure to the benefit of or be binding upon a successor or assign of a Holder
unless and except to the extent such successor or assign holds Registrable
Securities.

         (f) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         (g) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO
THE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS SITTING IN MANHATTAN,
NEW YORK CITY, THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT.

                                     -20-
<PAGE>

         (i) Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void, or unenforceable, the remainder of the terms, provisions,
covenants, and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired, or invalidated, and the
parties hereto shall use their best efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant, or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants, and restrictions without including any
of such that may be hereafter declared invalid, illegal, void, or
unenforceable.

         (j) Securities Held by the Company or Its Affiliates. Whenever the
consent or approval of Holders of a specified percentage in Amount of
Registrable Securities is required hereunder, Registrable Securities held by
the Company or its affiliates (as such term is defined in Rule 405 under the
Securities Act) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.

         (k) Third Party Beneficiaries. Holders of Registrable Securities are
intended third party beneficiaries of this Agreement and this Agreement may be
enforced by such Persons.

         (l) Entire Agreement. This Agreement, together with the Purchase
Agreement and the Indenture, is intended by the parties as a final and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and therein and any and all
prior oral or written agreements, representations, or warranties, contracts,
understandings, correspondence, conversations, and memoranda between the
Initial Purchasers on the one hand, and the Company on the other, or between or
among any agents, representatives, parents, subsidiaries, affiliates,
predecessors in interest, or successors in interest with respect to the subject
matter hereof and thereof are merged herein and replaced hereby.

                                     -21-
<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                       ARRIS GROUP, INC.


                                       By:
                                           ------------------------------------
                                           Name:
                                           Title:


                                       CIBC WORLD MARKETS CORP.


                                       By:
                                           ------------------------------------
                                           Name:
                                           Title:


<PAGE>

                                                                        Annex A


                               ARRIS GROUP, INC.
                      NOTICE OF REGISTRATION STATEMENT AND
               SELLING SECURITYHOLDER ELECTION AND QUESTIONNAIRE


                                     NOTICE

         Arris Group, Inc. (the "Company") has filed, or intends shortly to
file, with the Securities and Exchange Commission (the "Commission"), a
registration statement on Form S-3 or such other Form as may be available (the
"Shelf Registration Statement") for the registration and resale under Rule 415
of the Securities Act of 1933, as amended (the "Securities Act"), of the
Company's 4 1/2% Convertible Subordinated Notes due 2008 (CUSIP No. ) (the
"Notes"), and common stock, par value $0.01 per share, issuable upon conversion
thereof (the "Shares" and, together with the Notes, the "Transfer Restricted
Securities") in accordance with the terms of the Registration Rights Agreement,
dated as of March 18, 2003 (the "Registration Rights Agreement"), between the
Company and CIBC World Markets Corp. A copy of the Registration Rights
Agreement is available from the Company. All capitalized terms not otherwise
defined herein have the meaning ascribed thereto in the Registration Rights
Agreement.

         To sell or otherwise dispose of any Transfer Restricted Securities
pursuant to the Shelf Registration Statement, a beneficial owner of Transfer
Restricted Securities generally will be required to be named as a selling
securityholder in the related Prospectus (the "Prospectus"), deliver the
Prospectus to purchasers of Transfer Restricted Securities, be subject to
certain civil liability provisions of the Securities Act, and be bound by those
provisions of the Registration Rights Agreement applicable to such beneficial
owner (including certain indemnification rights and obligations, as described
below). To be included in the Shelf Registration Statement, this election and
questionnaire (the "Election and Questionnaire") must be completed, executed
and delivered to the Company at the address set forth herein. Beneficial owners
shall have at least 20 calendar days from the date on which this Election and
Questionnaire is first mailed to them to return a completed and signed Election
and Questionnaire to the Company. Beneficial owners that do not complete and
return this Election and Questionnaire and deliver it to the Company as
provided below will not be named as selling securityholders in the prospectus
and therefore will not be permitted to sell any Transfer Restricted Securities
pursuant to the Shelf Registration Statement. Beneficial owners who have not
returned an Election and Questionnaire by the Questionnaire Deadline may
receive another Questionnaire upon request from the Company. Upon receipt of a
completed and signed Questionnaire prior to the Effectiveness Date, the Company
will include the Registrable Securities covered thereby in the Shelf
Registration Statement, subject to restrictions on the timing and number of
supplements to the Shelf Registration Statement provided in the Registration
Rights Agreement.

                                      A-1
<PAGE>

         Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and the related Prospectus.
Accordingly, holders and beneficial owners of Transfer Restricted Securities
are advised to consult their own securities law counsel regarding the
consequences of being named or not being named as a selling securityholder in
the Shelf Registration Statement and the related Prospectus.

                                    ELECTION

         The undersigned holder (the "Selling Securityholder") of Transfer
Restricted Securities hereby elects to include in the Shelf Registration
Statement the Transfer Restricted Securities beneficially owned by it and
listed below in Item 3 (unless otherwise specified under Item 3). The
undersigned, by signing and returning this Election and Questionnaire,
understands that it will be bound with respect to such Transfer Restricted
Securities by the terms and conditions of this Election and Questionnaire and
the Registration Rights Agreement.

         Pursuant to the Registration Rights Agreement, the Selling
Securityholder has agreed to indemnify and hold harmless the Company, the
Company's directors, the Company's officers, employees, representatives, and
agents and each person, if any, who controls the Company within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange Act, from
and against certain losses arising in connection with statements concerning the
Selling Securityholder made in the Shelf Registration Statement or the related
Prospectus in reliance upon the information provided in this Election and
Questionnaire.

         The Selling Securityholder hereby provides the following information
to the Company and represents and warrants that such information is accurate
and complete:

                                 QUESTIONNAIRE

(a)      Full legal name of Selling Securityholder:

                  -------------------------------------------------------------

         (b)      Full legal name of registered holder (if not the same as (a)
                  above) through which Transfer Restricted Securities listed in
                  (3) below are held:

                  -------------------------------------------------------------

         (c)      Full legal name of DTC participant (if applicable and if not
                  the same as (b) above) through which Transfer Restricted
                  Securities listed in (3) are held:

                  -------------------------------------------------------------

                                      A-2
<PAGE>

Address for notices to Selling Securityholders:

                  -------------------------------------------------------------

                  -------------------------------------------------------------

                  -------------------------------------------------------------

         Telephone:
                     ----------------------------------------------------------
         Fax:
               ----------------------------------------------------------------
         Contact Person:
                          -----------------------------------------------------

Beneficial ownership of Transfer Restricted Securities:

         (a)      Type of Transfer Restricted Securities beneficially owned,
                  and principal amount of Notes or number of shares of Common
                  Stock, as the case may be, beneficially owned:

                  -------------------------------------------------------------

         (b)      CUSIP No(s). of such Transfer Restricted Securities
                  beneficially owned:

                  -------------------------------------------------------------

Beneficial ownership of the Company's securities owned by the Selling
Securityholder:

Except as set forth below in this Item (4), the undersigned is not the
beneficial or registered owner of any securities of the Company other than the
Transfer Restricted Securities listed above in Item (3) ("Other Securities").

         (a)      Type and amount of Other Securities beneficially owned by the
                  Selling Securityholder:

                  -------------------------------------------------------------

         (b)      CUSIP No(s). of such Other Securities beneficially owned:

                  -------------------------------------------------------------

Relationship with the Company:

Except as set forth below, neither the undersigned nor any of its affiliates,
officers, directors, or principal equity holders (5% or more) has held any
position or office or has had any other material relationship with the Company)
(or their predecessors or affiliates) during the past three years.

State any exceptions here:

         ----------------------------------------------------------------------

         ----------------------------------------------------------------------


                                      A-3
<PAGE>

Plan of Distribution:

Except as set forth below, the undersigned (including its donees or pledgees)
intends to distribute the Transfer Restricted Securities listed above in Item
(3) pursuant to the Shelf Registration Statement only as follows (if at all).
Such Transfer Restricted Securities may be sold from time to time directly by
the undersigned or, alternatively, through underwriters, broker-dealers, or
agents. If the Transfer Restricted Securities are sold through underwriters or
broker-dealers, the Selling Securityholder will be responsible for underwriting
discounts or commissions or agent's commissions. Such Transfer Restricted
Securities may be sold in one or more transactions at fixed prices, at
prevailing market prices at the time of sale, at varying prices determined at
the time of sale, or at negotiated prices. Such sales may be effected in
transactions (which may involve crosses or block transactions):

                  (i) on any national securities exchange or quotation service
         on which the Transfer Restricted Securities may be listed or quoted at
         the time of sale;

                  (ii) in the over-the-counter market;

                  (iii) in transactions otherwise than on such exchanges or
         services or in the over-the-counter market; or

                  (iv) through the writing of options.

In connection with sales of the Transfer Restricted Securities or otherwise,
the undersigned may enter into hedging transactions with broker-dealers, which
may in turn engage in short sales of the Transfer Restricted Securities and
deliver Transfer Restricted Securities to close out such short positions, or
loan or pledge Transfer Restricted Securities to broker-dealers that in turn
may sell such securities.

         State any exceptions here:

         ----------------------------------------------------------------------

         ----------------------------------------------------------------------

Note: In no event will such method(s) of distribution take the form of an
underwritten offering of the Transfer Restricted Securities without the prior
agreement of the Company.

         By signing below, the Selling Securityholder acknowledges that it
understands its obligation to comply, and agrees it will comply, with the
provisions of the prospectus delivery and other provisions of the Securities
Act and Exchange Act and the respective rules and regulations promulgated
thereunder, particularly Regulation M thereunder (and any successor rules or
regulations), in connection with any offering of Transfer Restricted Securities
pursuant to the Shelf Registration Statement.

                                      A-4
<PAGE>

         If the Selling Securityholder transfers all or any portion of the
Transfer Restricted Securities listed in Item (3) above after the date on which
such information is provided to the Company, the Selling Securityholder agrees
to notify (1) the transferee(s) at the time of the transfer of its rights and
obligations under this Election and Questionnaire and the Registration Rights
Agreement and (2) the Company of such transfer.

         By signing below, the Selling Securityholder consents to the
disclosure of the information contained herein in its answers to Items (1)
through (6) above and the inclusion of such information in the Shelf
Registration Statement and the related Prospectus. The Selling Securityholder
understands that such information will be relied upon by the Company in
connection with the preparation or amendment of the Shelf Registration
Statement and the related Prospectus.

         In accordance with the Selling Securityholder's obligation under the
Registration Rights Agreement to provide such information as may be required by
law for inclusion in the Shelf Registration Statement, the Selling
Securityholder agrees to promptly notify the Company of any inaccuracies or
changes in the information provided herein that may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains
effective. All notices hereunder and pursuant to the Registration Rights
Agreement shall be made in writing at the address set forth below.

         Once this Election and Questionnaire is executed by the Selling
Securityholders and received by the Company, the terms of this Election and
Questionnaire and the representations and warranties contained herein shall be
binding on, shall inure to the benefit of and shall be enforceable by the
respective successors, heirs, personal representatives and assigns of the
Company and the Selling Securityholder with respect to the Transfer Restricted
Securities beneficially owned by such Selling Securityholder and listed in Item
(3) above. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York.

         IN WITNESS WHEREOF, the undersigned, by authority duly given, has
caused this Election and Questionnaire to be executed and delivered either in
person or by its authorized agent.

Dated:

Beneficial Owner


By:
   ------------------------------------
   Name:
   Title:

                                      A-5
<PAGE>


Please return the completed and executed Election and Questionnaire for receipt
prior to or on [deadline for response] to Arris Group, Inc. at:

         Arris Group, Inc.
         11450 Technology Circle
         Duluth, Georgia  30097
         Attention:  Chief Financial Officer

                                      A-6
<PAGE>

                                                           Exhibit 1 to Annex A


                          NOTICE TO TRANSFER PURSUANT
                           TO REGISTRATION STATEMENT


Arris Group, Inc.
11450 Technology Circle
Duluth, Georgia  30097
Attention:  Chief Financial Officer

[               ]
[               ]
[               ]

Attention:  ______________

         Re:  Arris Group, Inc.'s
              4 1/2% Convertible Subordinated Notes due 2008 (the "Notes")

Dear Sirs:

         Please be advised that               has transferred $       aggregate
principal amount of the above-referenced Notes or shares of the Company's
common stock (the "Common Stock")issued on conversion or repurchase of the
Notes, pursuant to the Registration Statement on Form S-3 (File No. 333- )
filed by the Company.

         We hereby certify that the prospectus delivery requirements, if any,
of the Securities Act of 1933, as amended, have been satisfied with respect to
the transfer described above and that the above-named beneficial owner of the
Notes or Common Stock is named as a selling securityholder in the Prospectus
dated        , or in amendments or supplements thereto, and that the aggregate
principal amount of the Notes or number of shares of Common Stock transferred
are [all or a portion of] the Notes or Common Stock listed in such Prospectus,
as amended or supplemented, opposite such owner's name.


                                       Very truly yours,


                                       [NAME]


                                       By:
                                           ------------------------------------
                                                 (Authorized Signature)

Dated: