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                                                                    EXHIBIT 10.3




                             SETTLEMENT AND RELEASE

THIS SETTLEMENT AND RELEASE ("Release") is entered into as of the 11th day of
March, 2003 between Arris Interactive L.L.C. ("Arris") and Nortel Networks Inc.
("Nortel Networks").

WHEREAS, Nortel Networks and Arris are parties to a Sales Representation
Agreement dated as of August 3, 2001 (the "Agreement");

AND WHEREAS, the parties wish to settle a dispute that arose in connection with
the Agreement and certain other matters;

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged by all of the parties, the parties hereto hereby
agree as follows:

1.       Nortel Networks and Arris agree that the amount owed by Arris to Nortel
         Networks under the Agreement is $10,800,000.

2.       It is further agreed that there shall be no further Sales Commission
         (as defined in the Agreement) due under the Agreement, and that the
         Agreement is terminated effective as of the date of this Release.

3.       Nortel Networks and Arris agree that the net amount owed by Nortel
         Networks to Arris in connection with products sold in Japan by a Nortel
         Networks affiliate is $1,256,000 (the "Japan Payable").

4.       It is agreed that the amount owed by Nortel Networks to Arris will be
         deducted from the amount owed by Arris to Nortel Networks so that only
         the net amount of $9,544,000 (the "Net Settlement Amount") will be
         paid.

5.       Arris shall pay the Net Settlement Amount by wire transfer in
         immediately available funds to a bank account designated by Nortel
         Networks so that Nortel Networks receives such amount as soon as
         practicable but in no event later than the close of the business day
         following the date of Arris Group, Inc.'s receipt of funds in
         connection with the closing of the "Note Offering" (as that term is
         defined in the letter agreement by and among Nortel Networks, Arris,
         and Arris Group, Inc. of even date herewith).

6.       Arris together with its affiliates, and their directors, officers,
         employees, successors, assigns and agents hereby releases and forever
         discharges Nortel Networks together with its affiliates, and their
         directors, officers, employees, successors, assigns and agents from any
         and all claims, demands, debts, causes of actions, suits, express or
         implied warranties, covenants, contracts, agreements or promises
         whatsoever, arising prior to the date hereof, that Arris or its
         affiliates, or their directors, officers,


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         employees, successors, assigns or agents ever had, now have or may
         hereafter have against Nortel Networks or its affiliates, or their
         directors, officers, employees, successors, assigns or agents, by
         reason of any matter or thing arising out of or in connection with the
         Agreement or the Japan Payable.

7.       Nortel Networks together with its affiliates, and their directors,
         officers, employees, successors, assigns and agents hereby releases and
         forever discharges Arris together with its affiliates, and their
         directors, officers, employees, successors, assigns and agents from any
         and all claims, demands, debts, causes of actions, suits, express or
         implied warranties, covenants, contracts, agreements or promises
         whatsoever, arising prior to the date hereof, that Nortel Networks or
         its affiliates, or their directors, officers, employees, successors,
         assigns or agents ever had, now have or may hereafter have against
         Arris or its affiliates, or their directors, officers, employees,
         successors, assigns or agents, by reason of any matter or thing arising
         out of or in connection with the Agreement or the Japan Payable.

8.       Nortel Networks and Arris specifically agree that the foregoing
         releases shall not in any way affect their respective obligations and
         duties contained in this Release. As such, Nortel Networks and Arris
         specifically retain and preserve any claims arising out of a breach of
         this Release. It is understood that the terms of this Release do not
         apply to any matter between the parties other than as specifically
         provided herein, and for greater certainty, this Release is not
         intended to relieve either party of any obligations assumed under the
         Assignment and Sale Agreement made between the parties as of August 3,
         2001.

9.       This Release shall be void ab initio, the releases granted herein shall
         be of no effect, and no payments shall be required to be made
         hereunder, in the event that the "Option"(as that term is defined in
         the Option Agreement by and among Nortel Networks, Arris, and Arris
         Group, Inc. dated as of June 7, 2002) is not exercised in full
         immediately following the closing of the Note Offering.

10.      This Release shall inure to and bind the parties hereto, their
         respective heirs, legal representatives, successors, assigns and anyone
         claiming by, through or under said parties.

11.      This Release may be executed in any number of counterparts, each of
         which when so executed and delivered shall be an original, but such
         counterparts shall together constitute one and the same instrument.

12.      This Release comprises the entire Release between Nortel Networks and
         Arris and no promise, inducement or representation other than herein
         set forth has been made, offered or agreed upon. This Release
         supersedes all prior agreements, understandings



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         or commitments concerning or relating to the subject matter of this
         Release and Nortel Networks and Arris acknowledge that the terms hereof
         are contractual in nature and not mere recitals.

13.      Nortel Networks and Arris agree that this Release shall be governed in
         all respects by the laws of the State of New York, without reference to
         conflict of law principles.

14.      No amendment of any provision of this Release shall be valid and
         binding unless the same shall be in writing and signed by all of the
         parties hereto.

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

NORTEL NETWORKS INC.

By:
   ---------------------------------------

Title:
      ------------------------------------



ARRIS INTERACTIVE L.L.C.

By: _______________________________

Title: ______________________________


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