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                                                                    EXHIBIT 10.4


                                 FIRST AMENDMENT
                                       TO
                              TERMINATION AGREEMENT


         This FIRST AMENDMENT TO TERMINATION AGREEMENT (this "Amendment") is
made this 9th of April, 2001, by and among Antec Corporation, a Delaware
corporation ("Antec"), Nortel Networks Inc., a Delaware corporation ("Nortel
Networks"), Nortel Networks LLC, a Delaware limited liability company ("Nortel
Networks LLC"), Nortel Networks Limited, a Canadian corporation ("Nortel
Networks Ltd."), Broadband Parent Corporation, a Delaware corporation
("Broadband Parent Corporation"), and Arris Interactive L.L.C., a Delaware
limited liability company ("Existing Venture"), to amend the Termination
Agreement, dated October 18, 2000, by and among the same parties (the "Original
Agreement" and, as amended hereby, the "Agreement") .

         All capitalized terms used but not defined herein shall have the
meaning ascribed to such terms in the Original Agreement.

         WHEREAS, the parties hereto desire to amend Section 2 of the Original
Agreement;

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         1.       Amendment and Restatement of Section 2 of the Original
Agreement. Section 2 of the Original Agreement is hereby amended by deleting the
same in its entirety and inserting in lieu thereof the following:

         "2.      Notwithstanding the foregoing, in the event that the
Terminated Agreements do not earlier terminate pursuant to Section 1 of this
Agreement, the following shall occur effective April 9, 2001:

                  (a)      the Second Framework Agreement shall be amended by
deleting Article IV thereof in its entirety;

                  (b)     the First Framework Agreement shall be amended by
deleting Article IV thereof in its entirety;

                  (c)      the First Distributor Agreement shall be amended by
deleting Section 7(i) thereof in its entirety;

                  (d)      the Second Distributor Agreement shall be amended by
deleting Section 7(h) thereof in its entirety;

                  (e)      the International Distributor Agreement shall be
amended by deleting Section 7(i) thereof in its entirety; and


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                  (f)      the Antec Distributor Agreement shall be amended by
deleting Section 7(j) thereof in its entirety."

         2.       Except for the amendments expressly set forth above, the
Original Agreement shall remain unchanged and in full force and effect.


         3.       The provisions of Sections 3, 4 and 5 of the Original
Agreement shall apply to this Amendment as if set forth herein in their
entirety.


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         IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to Termination Agreement to be executed on the day and year first above written.

                                       ANTEC CORPORATION

                                       By: /s/ Lawrence A. Margolis
                                           -----------------------------
                                           Name:  Lawrence A. Margolis
                                           Title: Executive Vice President and
                                                  Chief Financial Officer

                                       NORTEL NETWORKS INC.

                                       By: /s/ Craig A. Johnson
                                           -----------------------------
                                           Name:  Craig A. Johnson
                                           Title:

                                       NORTEL NETWORKS LIMITED

                                       By: /s/ Blair F. Morrison
                                           -----------------------------
                                           Name:  Blair F. Morrison
                                           Title: Assistant Secretary

                                       By: /s/ William R. Kerr
                                           -----------------------------
                                           Name:  William R. Kerr
                                           Title: Senior Vice President,
                                                  Corporate Business
                                                  Development

                                       NORTEL NETWORKS LLC

                                       By: /s/ Craig A. Johnson
                                           -----------------------------
                                           Name:  Craig A. Johnson
                                           Title:

                                       BROADBAND PARENT CORPORATION

                                       By: /s/ Lawrence A. Margolis
                                           -----------------------------
                                           Name:  Lawrence A. Margolis
                                           Title: Vice President and
                                                  Secretary

                                       ARRIS INTERACTIVE L.L.C.

                                       By: /s/ David B. Potts
                                           -----------------------------
                                           Name:  David B. Potts
                                           Title: Vice President and Chief
                                                  Financial Officer


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