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                                                                   EXHIBIT 10.14

                               [ANTEC LETTERHEAD]
 


                                            January 6, 1998


Mr. James L. Faust
30 Logan Terrace
Golf, IL 60029

Dear Jim:

I am writing to set forth our agreement for your new relationship with ANTEC.

Effective February 1, 1998, you are being retained as a consultant to the
Company for a period of five years ending January 31, 2003. During this period,
you will consult with and assist the Company on matters which are within your
expertise. Your relationship with the Company will be that of an independent
contractor as distinguished from an employee or agent. As such, you are free to
work for others. Requests for your assistance will be scheduled to not
unreasonably interfere with the time you are required to spend on other
activities. However, without the Company's consent, which will not be
unreasonably withheld, you will not undertake any activities which would
materially interfere with your ability to consult with the Company on major
matters. 

You will be paid a fee of $550,000 payable in quarterly installments of
$27,500. It is contemplated that you will continue as a director of the Company
through at least the 1999 stockholder meeting. Any fees you receive as a
director of the Company, including the value of stock units on the date of
grant, will be deducted from the fee payable to you as a consultant. You will
be reimbursed for reasonable expenses incurred by you in connection with
matters assigned to you. For one year, the Company will absorb the premium you
would otherwise have to pay the Company for the cost of your COBRA medical
coverage and will provide the financial/tax counseling you are currently
receiving as an employee. For the period ending January 31, 2003, the Company
will make available to you the life insurance you are currently receiving as an
employee. You will continue to pay the portion of the premium for this coverage
you are currently paying. 

During the period you are a consultant to the Company, all your options to
purchase stock (except as provided below) and your restricted stock will
continue to vest in accordance with their terms. The only exception is the
special stock option granted to you on May 7, 1997 to purchase 250,000 shares.
This option will expire on January 31, 1998, and you are expressly and
unconditionally waiving any rights you may otherwise have in this option. 

The above arrangement is in lieu of any rights you may have under your
employment agreement with the Company and any other understandings with the
Company, including without limitation, any agreement for a special pension or
additional credit under the Company's pension plan. In consideration of the
above arrangement, you are releasing the Company from any liability to you,
other than as set forth in this agreement, including without limitation, any
liability arising from the termination of your employment under the laws
protecting you from discrimination because of your age or otherwise. 

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Mr. James L. Faust
January 6, 1998
Page 2

Jim, I think you know I have enjoyed our association over the past three years
and am pleased with what we have accomplished. I look forward to the
continuation of our business relationship in this new format which I believe
will be beneficial for you and the company. Please indicate your agreement by
signing a copy of this letter.

                                                  Sincerely,

                                                  /s/Lawrence A. Margolis
                                                     ---------------------
                                                  Lawrence A. Margolis 
                                                  Executive Vice President

/jb


Agreed:   /s/James L. Faust
             -----------------------
             James L. Faust

Dated:             1/13,1998 
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