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                                                                    EXHIBIT 10.2


                               FIRST AMENDMENT TO
                 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

         FIRST AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT,
dated as of August 3, 2001 (this "Amendment"), by and among NORTEL NETWORKS LLC,
a limited liability company organized under the laws of Delaware ("Investor"),
NORTEL NETWORKS INC., a Delaware corporation ("Parent"), and ARRIS GROUP, INC.
f/k/a Broadband Parent Corporation, a Delaware corporation (the "Company").

         WHEREAS, pursuant to an Agreement and Plan of Reorganization dated as
of October 18, 2000, as amended by the First Amendment to Agreement and Plan of
Reorganization dated as of April 9, 2001 (the "Plan of Reorganization") among
the Company, ANTEC Corporation, Broadband Transition Corporation, Parent, the
Investor and Arris Interactive L.L.C., Investor will receive at the Closing (as
such term is defined in the Plan of Reorganization) shares of Common Stock of
the Company;

         WHEREAS, as an inducement to the Company and ANTEC Corporation to enter
into the Plan of Reorganization, Investor and Parent agreed to enter into an
Amended and Restated Investor Rights Agreement dated as of April 9, 2001 (the
"Original Agreement") to provide for certain agreements and obligations of the
parties following the Closing;

         WHEREAS, as part of the transactions contemplated by the Plan of
Reorganization and concurrently with the execution of this Amendment, the
Company, ANTEC Corporation and Investor are entering into a Second Amended and
Restated Limited Liability Company Agreement of Arris Interactive L.L.C. (the
"New LLC Agreement") under which Investor and any permitted transferee may
receive under the circumstances described in Section 8.03 therein additional
shares of Common Stock of the Company; and

         WHEREAS, the parties hereto desire to modify certain provisions of the
Original Agreement to allow for the issuance of the LLC Conversion Shares as set
forth in this Amendment;

         NOW, THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants and agreements contained herein, the
parties hereto hereby agree as follows:

                                    SECTION 1
                                   AMENDMENTS

         Section 1.1. Definitions. Unless otherwise defined herein, all
capitalized terms shall have the meaning given such terms in the Original
Agreement. The following terms shall have the meanings set forth below:


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         Section 1.2. Amendment of Definition of "Agreement". The term
"Agreement," as set forth in Section 1.1 of the Original Agreement, is hereby
deleted in its entirety and the following definition is substituted in lieu
thereof:

         "Agreement" shall mean the Original Agreement as amended by this
Amendment.

         Section 1.3. Definition of "LLC Conversion Shares". Section 1.1 of the
Original Agreement is hereby amended by adding the following definition of "LLC
Conversion Shares":

                  "LLC Conversion Shares" shall mean shares of Common Stock (a)
         issued pursuant to Section 8.03(a)(i) of the New LLC Agreement, (b)
         issuable upon conversion of the Company preferred stock that may be
         issued pursuant to Section 8.03(a)(ii) of the New LLC Agreement or (c)
         issuable upon conversion of the subordinated note of the Company that
         may be issued pursuant to Section 8.03(a)(iii) of the New LLC
         Agreement.

         Section 1.4. Definition of "New LLC Agreement". Section 1.1 of the
Original Agreement is hereby amended by adding the following definition of "New
LLC Agreement":

                  "New LLC Agreement" has the meaning set forth in the preamble
         of this Amendment.

         Section 1.5. Amendment of Section 3.1(a) of the Original Agreement.
Section 3.1(a) of the Original Agreement is hereby deleted in its entirety and
the following is substituted in lieu thereof:

                  (a) acquire, offer or propose to acquire or agree to acquire,
         whether by purchase, tender or exchange offer, through the acquisition
         of control of another person, by joining a partnership, limited
         partnership, syndicate or other 13D Group or otherwise, Beneficial
         Ownership of any Voting Securities, Derivative Securities or any other
         securities of the Company or any rights to acquire (whether currently,
         upon lapse of time, following the satisfaction of any conditions, upon
         the occurrence of any event or any combination of the foregoing) any
         Voting Securities, other than (i) the acquisition of the Shares
         pursuant to the Plan of Reorganization, (ii) the acquisition of Voting
         Securities as a result of any stock splits, stock dividends or other
         distributions, recapitalizations or offerings made available by the
         Company to holders of Voting Securities generally or (iii) in a
         transaction in which the Investor or Parent or an Affiliate of the
         Investor or Parent acquires a previously unaffiliated business entity
         that, to the knowledge of the Investor or Parent after reasonable
         inquiry (which inquiry shall be satisfied by the receipt of a written
         representation to such effect from the to-be-acquired business entity),
         owns shares of Voting Securities that represent less than 5% of the
         Company's outstanding Voting Securities; or (iv) the acquisition of the
         LLC


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         Conversion Shares, provided, that all such Voting Securities shall be
         subject to the terms of this Agreement; provided, further, that in the
         event a transaction contemplated by clause (iii) hereof, causes the
         Investor Group's Voting Ownership Percentage to exceed the Ownership
         Cap, the Investor will use reasonable best efforts to transfer, or
         cause such Affiliate to transfer, within twelve months following the
         consummation of such transaction and in a manner consistent with
         Section 3.5, such number of Voting Securities previously owned by the
         unaffiliated entity, so as to reduce the Voting Ownership Percentage of
         the Investor Group to no more than the Ownership Cap, and the Investor
         or such Affiliate will cause all such Voting Securities, pending their
         transfer, to be voted in accordance with the requirements of Section
         3.2 below;


                                    SECTION 2
                                  MISCELLANEOUS

         Section 2.1. Limitation of Amendment. Except for the amendments
expressly set forth above, the Original Agreement shall remain unchanged and in
full force and effect.

         Section 2.2. Incorporation of Provisions. The provisions of Section 6
of the Original Agreement shall apply to this Amendment as if set forth herein
in their entirety.


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         IN WITNESS WHEREOF, this Amendment has been executed on behalf of the
parties hereto by their respective duly authorized officers, all as of the date
first above written.


                               NORTEL NETWORKS LLC



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


                               NORTEL NETWORKS INC.



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


                               ARRIS GROUP, INC.
                               f/k/a Broadband Parent Corporation



                               By:      /s/ Lawrence A. Margolis
                                        ---------------------------------------
                                        Name:
                                        Title: