<PAGE>


                                                                    EXHIBIT 10.2







                                OPTION AGREEMENT

                                  by and among

                              NORTEL NETWORKS LLC,

                            ARRIS INTERACTIVE L.L.C.

                                       and

                                ARRIS GROUP, INC.


                            Dated as of June 7, 2002



<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                   Page
                                                                                   ----

<S>                                                                                <C>
ARTICLE I  DEFINITIONS...............................................................1

   1.01       Definitions............................................................1

ARTICLE II  GRANT OF OPTION; EXERCISE PRICE..........................................3

   2.01       Grant of Option........................................................3

   2.02       Full Exercise Price....................................................4

   2.03       Time and Manner of Exercise............................................4

   2.04       Conditions to the Exercise of the Option...............................4

ARTICLE III  CLOSING.................................................................5

   3.01       Time, Place and Manner of Closing......................................5

   3.02       Actions at Closing.....................................................5

   3.03       Effect of Closing......................................................5

ARTICLE IV  REPRESENTATIONS AND WARRANTIES...........................................6

   4.01       Representations and Warranties of Arris................................6

   4.02       Representations and Warranties of Nortel...............................7

ARTICLE V  PRE-CLOSING COVENANTS.....................................................8

   5.01       Transfer of Class B Interest...........................................8

   5.02       Registration and Offering..............................................9

ARTICLE VI  CONDITIONS TO CLOSING....................................................9

   6.01       Conditions to Each Party's Obligation to Effect the Transactions.......9

   6.02       Conditions to Obligation of Arris.....................................10

   6.03       Conditions to Obligation of Nortel....................................10

ARTICLE VII  TERMINATION............................................................11

   7.01       Termination...........................................................11

   7.02       Effect of Termination and Abandonment.................................13

ARTICLE VIII  MISCELLANEOUS.........................................................13

   8.01       Amendment; Extension; Waiver..........................................13

   8.02       Counterparts..........................................................13

   8.03       Governing Law.........................................................13

   8.04       Expenses..............................................................14
</TABLE>


                                        i
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                   Page
                                                                                   ----

<S>                                                                                <C>
   8.05       Notices...............................................................14

   8.06       Entire Understanding..................................................15

   8.07       Assignment; Third Party Beneficiaries.................................15

   8.08       Incorporation of Exhibits.............................................15

   8.09       Press Releases........................................................16

   8.10       Interpretation........................................................16

   8.11       Severability..........................................................16

   8.12       Investor Rights Agreement.............................................16

   8.13       Amendment of LLC Agreement............................................16
</TABLE>



Exhibits

Exhibit A         Form of Cross-Receipt

Exhibit B         Form of Termination Agreement

Exhibit C         Form of Exercise Notice


                                      -ii-
<PAGE>





                                OPTION AGREEMENT

         THIS OPTION AGREEMENT (this "Agreement"), dated as of June 7, 2002, is
made by and among NORTEL NETWORKS LLC, a Delaware limited liability company
("Nortel"), ARRIS INTERACTIVE L.L.C., a Delaware limited liability company (the
"Company") and ARRIS GROUP, INC., a Delaware corporation ("Arris"). Capitalized
terms not otherwise defined herein shall have the respective meanings given them
in the Second Amended and Restated Limited Liability Company Agreement, dated
and effective as of August 3, 2001 (the "LLC Agreement"), of the Company.

         WHEREAS, each of Nortel and Arris is a Member of the Company;

         WHEREAS, Nortel is the sole Class B Member of the Company holding all
of the Class B Interest;

         WHEREAS, Nortel is also the holder of shares (the "Shares") of common
stock, par value $.01 per share, of Arris (the "Arris Common Stock");

         WHEREAS, Nortel has requested Arris to undertake the Registration and
Offering, and Arris desires to undertake the same; and

         WHEREAS, in connection with such Registration and Offering and the sale
of some or all of the Shares by Nortel pursuant thereto, Arris and the Company
desire the Company to obtain from Nortel, and Nortel desires to grant to the
Company, an option to redeem all or a portion of the Class B Unreturned Capital
and accrued but unpaid Class B Return (to the extent not previously added to
Class B Unreturned Capital) of Nortel's Class B Interest in the Company, in each
case subject to, and on, the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements set forth herein, and other good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, and intending to be
legally bound hereby, the parties agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

1.01     Definitions. The following capitalized terms used in this Agreement
         shall have the respective meanings ascribed to them below:

         "Agreement" shall have the meaning given it in the introductory
         paragraph hereof.

         "Ancillary Agreements" shall mean, collectively, the Termination
         Agreement and the Cross-Receipt.



<PAGE>

         "Arris" shall have the meaning given it in the introductory paragraph
         hereof.

         "Arris Common Stock" shall have the meaning given it in the third
         recital hereof.

         "Business Day" shall mean each day on which banking institutions in
         both of Toronto, Canada and New York, New York are not authorized or
         required to close.

         "Class B Interest Exchange" shall mean the exchange of Nortel's Class B
         Interest for New Securities pursuant to Section 8.03 of the LLC
         Agreement.

         "Closing" shall have the meaning given it in Section 3.01.

         "Closing Date" shall mean any date on which a Closing occurs.

         "Company" shall have the meaning given it in the introductory paragraph
         hereof.

         "Cross-Receipt" shall mean the Cross-Receipt substantially in the form
         of Exhibit A.

         "Discount Percentage" shall mean, with respect to any particular
         exercise of the Option, the percentage determined by reference to the
         Nortel Ownership Percentage (determined as of the date of the Exercise
         Notice relating to such exercise), as follows:

<TABLE>
<CAPTION>
           Nortel Ownership Percentage                  Discount Percentage
           ---------------------------                  -------------------
           <S>                                          <C>
           Less than 20%                                60%
           20% or more, but less than 21.5%             70%
           21.5% or more, but less than 23%             72.5%
           23% or more, but less than 25%               75%
           25% or more, but less than 27%               79%
           27% or more                                  80%
</TABLE>

         "Exercise Notice" shall have the meaning given to it in Section 2.03.

         "Exercise Period" shall mean the period commencing at the time of
         consummation of the Offering (or, if later, on June 30, 2002) and
         ending at 11:59 p.m., Boston time, on June 30, 2003.

         "Full Exercise Price" shall have the meaning given to it in Section
         2.02.

         "Governmental Authority" means any court, administrative agency or
         commission or other foreign or domestic federal, state, provincial or
         local governmental authority or instrumentality.

         "HSR Act" shall have the meaning given to it in Section 4.01(c).

         "Investor Rights Agreement" shall have the meaning given it in Section
         8.12.

         "LLC Agreement" shall have the meaning given it in the introductory
         paragraph hereof.


                                      -2-
<PAGE>

         "Material Adverse Effect" shall mean with respect to the referenced
         Person, any change, circumstance or effect that is or is reasonably
         likely to be materially adverse to the business, condition (financial
         or otherwise) or results of operations of such Person and its
         Affiliates taken as a whole.

         "Nortel" shall have the meaning given it in the introductory paragraph
         hereof.

         "Nortel Ownership Percentage" shall mean the percentage of shares of
         Arris Common Stock outstanding as of 11:59 p.m., Boston time, on June
         30, 2002 (or, if the underwriters' over-allotment option relating to
         the Offering is exercised after June 30, 2002, then as of 11:59 p.m.,
         Boston time, on the date of the most recent such exercise occurring on
         or prior to the date of determination of the Nortel Ownership
         Percentage) that is held of record by Nortel as of such time.

         "Offering" shall mean the public offering and sale of at least Ten
         Million (10,000,000) Shares (or such lesser number of Shares as Nortel
         may elect to sell) held by Nortel in a firm commitment underwriting
         pursuant to the Registration Statement.

         "Option" shall have the meaning given to it in Section 2.01.

         "Registration" shall mean the shelf registration for resale under the
         Securities Act of at least Twenty-One Million (21,000,000) Shares held
         by Nortel, to be made by Arris as contemplated by Section 5.02.

         "Registration Rights Agreement" shall mean the Registration Rights
         Agreement, dated as of August 3, 2001, by and between Nortel and Arris.

         "Registration Statement" shall mean the registration statement under
         the Securities Act, initially filed by Arris with the SEC prior to the
         date hereof to effect the Registration as contemplated by Section 5.02.

         "SEC" shall mean the United States Securities and Exchange Commission,
         or any successor agency.

         "Shares" shall have the meaning given it in the third recital hereof.

         "Termination Agreement" shall mean the Termination Agreement
         substantially in the form of Exhibit B.

         "Transactions" shall mean the transactions contemplated hereby and/or
         by any of the Ancillary Agreements to occur at any Closing.

                                   ARTICLE II

                         GRANT OF OPTION; EXERCISE PRICE

2.01     Grant of Option. Upon the terms and conditions set forth herein, Nortel
         hereby grants to the Company an option to redeem all or a portion of
         the Class B Unreturned Capital and


                                      -3-
<PAGE>

         accrued but unpaid Class B Return (to the extent not previously added
         to Class B Unreturned Capital) of the Class B Interest held by Nortel
         in the Company, subject to, and on, the terms and conditions set forth
         below (the "Option"); provided that each exercise of the Option shall
         be solely for the Full Exercise Price or any lesser amount in excess of
         $20,000,000.

2.02     Full Exercise Price. The price payable by the Company in order to
         exercise the Option in full (the "Full Exercise Price") shall be equal
         to the amount required to be paid to Nortel hereunder (whether pursuant
         to a single exercise of the Option or otherwise) in order to reduce
         each of the Class B Unreturned Capital and accrued but unpaid Class B
         Return (to the extent not previously added to Class B Unreturned
         Capital) to zero (giving effect to the adjustment contemplated by
         Section 3.03).

2.03     Time and Manner of Exercise. Upon the terms and subject to the
         conditions set forth herein (including Section 2.04), the Option shall
         be exercisable by the Company at any time, and from time to time,
         during the Exercise Period by delivering to Nortel, in the manner set
         forth in Section 8.05, written notice in the form attached hereto as
         Exhibit C (an "Exercise Notice"). Upon such delivery of an Exercise
         Notice, the Company shall be irrevocably obligated to consummate the
         Transactions contemplated by such Exercise Notice, subject to the terms
         and conditions of this Agreement, including those set forth in Article
         VI.

2.04     Conditions to the Exercise of the Option. The right of the Company to
         exercise the Option hereunder shall be conditioned upon and subject to
         the following conditions:

         (a)      the representations and warranties of Arris and the Company
                  set forth in this Agreement (without giving effect to any
                  standard, qualification or exception contained therein with
                  respect to materiality or Material Adverse Effect) shall be
                  true and correct, as of the date of this Agreement and as of
                  the date of the relevant Exercise Notice as though made as of
                  the date of such Exercise Notice (except that representations
                  and warranties that by their terms speak as of the date of
                  this Agreement or some other date shall be true and correct as
                  of such date), except as would not have or reasonably be
                  expected to have, individually or in the aggregate, a Material
                  Adverse Effect on Arris and would not prevent or impair Arris'
                  or the Company's ability to consummate the Transactions;

         (b)      the Company, Arris and their Affiliates shall have performed
                  in all material respects (without giving effect to any
                  standard, qualification or exception contained therein with
                  respect to materiality or Material Adverse Effect) all
                  obligations required to be performed by them as of or prior to
                  the date of the relevant Exercise Notice under this Agreement
                  or any other agreement in effect between the Company and/or
                  Arris (and/or their Affiliates) and Nortel (and/or its
                  Affiliates);

         (c)      no temporary restraining order, preliminary or permanent
                  injunction or other order issued by any court of competent
                  jurisdiction or other legal restraint or prohibition
                  preventing the consummation of the Transactions shall be in
                  effect or


                                      -4-
<PAGE>

                  pending, and no proceeding brought by any Governmental
                  Authority seeking any of the foregoing shall be pending; and

         (d)      The Offering shall have been consummated not later than June
                  30, 2002.

                                  ARTICLE III

                                     CLOSING

3.01     Time, Place and Manner of Closing. In the event that an Exercise Notice
         is duly and validly given by the Company hereunder prior to the
         expiration of the Exercise Period, consummation of the Transactions
         contemplated by such Exercise Notice (a "Closing") shall take place at
         10:00 a.m., Boston time, on the tenth (10th) Business Day after the
         date of Nortel's receipt of such Exercise Notice, at the offices of
         Hale and Dorr LLP at 60 State Street, Boston, Massachusetts, or by
         facsimile, or at such other time and place as the parties hereto may
         mutually agree in writing.

3.02     Actions at Closing.  At each Closing:

         (a)      The Company shall deliver to Nortel, by wire transfer or
                  immediately available U.S. funds to the bank account
                  designated by Nortel by written notice to the Company not
                  later than three (3) Business Days prior to the Closing, the
                  amount of the Full Exercise Price or any lesser amount in
                  excess of $20 million;

         (b)      If, as a result of the Transactions consummated at such
                  Closing, the amount of Class B Unreturned Capital is reduced
                  to zero by operation of Section 3.03, then Nortel, Arris and
                  the Company shall execute and deliver to each other the
                  Termination Agreement, and Arris shall deliver to Nortel the
                  Termination Agreement executed by each other Affiliate of
                  Arris that is a party thereto; and

         (c)      Each of Nortel and the Company shall execute and deliver to
                  the other the Cross-Receipt.

         A Closing shall not be deemed to occur until all of the actions set
         forth in clauses (a) through (c) of this Section 3.02 have been
         completed with respect to such Closing.

3.03     Effect of Closing. If any Closing occurs, then the amount paid by the
         Company pursuant to Section 3.02(a) shall be applied as set forth in
         the last sentence of Section 8.02(a) of the LLC Agreement, as if such
         payment were a redemption payment referenced therein; provided,
         however, that, solely for the purposes of this sentence and the related
         calculation of the Class B Unreturned Capital and Class B Return of
         Nortel's Class B Interest remaining outstanding after giving effect to
         the Option exercise consummated at such Closing, the amount so paid by
         the Company shall first be deemed adjusted by dividing the same by the
         Discount Percentage applicable to such Closing.


                                      -5-
<PAGE>

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

4.01     Representations and Warranties of Arris. Arris and the Company each
         represents and warrants to Nortel jointly and severally, that:

         (a)      Organization and Standing. Arris is a corporation and the
                  Company is a limited liability company, in each case duly
                  organized, validly existing and in good standing under the
                  laws of the State of Delaware.

         (b)      Authority.

                  (i)      The execution and delivery of this Agreement and the
                           Ancillary Agreements, the exercise of the Option and
                           the consummation of the Transactions have been duly
                           authorized by all necessary corporate or limited
                           liability company (as applicable) action of Arris and
                           the Company prior to the date hereof (which action
                           has not been rescinded or modified in any way).

                  (ii)     This Agreement is, and each Ancillary Agreement to be
                           entered into at the Closing will be, a legal, valid
                           and binding agreement of the Company and (to the
                           extent that it is a party thereto) Arris, enforceable
                           in accordance with its terms (except as such
                           enforceability may be limited by applicable
                           bankruptcy, insolvency, reorganization, moratorium,
                           fraudulent transfer and similar laws of general
                           applicability relating to or affecting creditors'
                           rights or by general equity principles, whether
                           considered at law or in equity).

         (c)      No Defaults. Subject to the receipt of the applicable
                  regulatory approvals, and expiration of the applicable waiting
                  periods, referred to in Section 4.01(d) and required filings
                  under federal and state securities laws, the execution,
                  delivery and performance of this Agreement and the Ancillary
                  Agreements, the exercise of the Option and the consummation of
                  the Transactions by Arris and the Company do not and will not
                  (i) constitute a breach or violation of, or a default under,
                  any law, rule or regulation or any judgment, decree, order,
                  governmental permit or license, or agreement, indenture or
                  instrument of Arris or the Company or to which Arris or the
                  Company or any of their respective properties or assets are
                  subject or bound, (ii) constitute a breach, violation or
                  default under, the articles or certificate of incorporation or
                  by-laws of Arris or the certificate of formation or limited
                  liability company agreement of the Company or (iii) require
                  any consent or approval under any such law, rule, regulation,
                  judgment, decree, order, governmental permit or license,
                  agreement, indenture or instrument, except in the case of (i)
                  and (iii), where such breach, violation or default or the
                  failure to obtain such consents or approvals would not in the
                  aggregate have a Material Adverse Effect on Arris and would
                  not prevent or impair Arris' or the Company's ability to
                  consummate the Transactions.


                                      -6-
<PAGE>


         (d)      Regulatory Approvals. No consents or approvals of, or filings
                  or registrations with, any Governmental Authority are
                  necessary for the Company to exercise the Option or for the
                  Company or Arris to consummate the Transactions, except for
                  (i) as may be required under, and other applicable
                  requirements of, the HSR Act, the Competition Act (Canada) and
                  antitrust or other competition laws of other jurisdictions;
                  (ii) the filing with the SEC and declaration of effectiveness
                  of the Registration Statement; and (iii) such filings as are
                  required to be made or approvals as are required to be
                  obtained under the securities or "Blue Sky" laws of various
                  states in connection with the Offering.

         (e)      Solvency. Immediately after giving effect to the Transactions
                  and the closing of any financing to be obtained by the
                  Company, Arris or any of their Affiliates in order to effect
                  the Transactions, the Company, Arris and each of their
                  relevant Affiliates shall be able to pay its debts as they
                  become due and shall own property having a fair saleable value
                  greater than the amounts required to pay its debts (including
                  a reasonable estimate of the amount of all contingent
                  liabilities). Immediately after giving effect to the
                  Transactions and the closing of any financing to be obtained
                  by the Company, Arris or any of their Affiliates in order to
                  effect the Transactions, the Company, Arris and each of their
                  relevant Affiliates shall have adequate capital to carry on
                  its business. No transfer of property is being made and no
                  obligation is being incurred in connection with the
                  Transactions and the closing of any financing to be obtained
                  by the Company, Arris or any of their Affiliates in order to
                  effect the Transactions with the intent to hinder, delay or
                  defraud either present or future creditors of the Company,
                  Arris or any of their Affiliates.

4.02     Representations and Warranties of Nortel. Nortel represents and
         warrants to the Company and Arris that:

         (a)      Organization and Standing. Nortel is a limited liability
                  company organized, validly existing and in good standing under
                  the laws of the State of Delaware.

         (b)      Authority.

                  (i)      The execution and delivery of this Agreement and the
                           Ancillary Agreements and the consummation of the
                           Transactions have been duly authorized by all
                           necessary limited liability company action of Nortel
                           prior to the date hereof (which action has not been
                           rescinded or modified in any way).

                  (ii)     This Agreement is, and each Ancillary Agreement to be
                           entered into at the Closing will be, a legal, valid
                           and binding agreement of Nortel (to the extent that
                           it is a party thereto), enforceable in accordance
                           with its terms (except as such enforceability may be
                           limited by applicable bankruptcy, insolvency,
                           reorganization, moratorium, fraudulent transfer and
                           similar laws of general applicability relating to or
                           affecting creditors' rights or by general equity
                           principles, whether considered at law or in equity).


                                      -7-
<PAGE>

                  (c)      No Defaults. Subject to the receipt of the applicable
                           regulatory approvals, and expiration of the
                           applicable waiting periods, referred to in Section
                           4.02(d) and required filings under federal, state and
                           foreign securities laws, the execution, delivery and
                           performance of this Agreement and the Ancillary
                           Agreements and the consummation of the Transactions
                           by Nortel do not and will not (i) constitute a breach
                           or violation of, or a default under, any law, rule or
                           regulation or any judgment, decree, order,
                           governmental permit or license, or agreement,
                           indenture or instrument of Nortel or to which Nortel
                           or any of its respective properties or assets are
                           subject or bound, (ii) constitute a breach, violation
                           or default under, the certificate of formation or
                           limited liability company agreement of Nortel, or
                           (iii) require any consent or approval under any such
                           law, rule, regulation, judgment, decree, order,
                           governmental permit or license, agreement, indenture
                           or instrument, except in the case of (i) and (iii),
                           where such breach, violation or default or the
                           failure to obtain such consents or approvals would
                           not in the aggregate have a Material Adverse Effect
                           on Nortel and would not prevent or impair Nortel's
                           ability to consummate the Transactions.

                  (d)      Regulatory Approvals. No consents or approvals of, or
                           filings or registrations with, any Governmental
                           Authority are necessary for Nortel to consummate the
                           Transactions, except for (i) as may be required
                           under, and other applicable requirements of, the HSR
                           Act, the Competition Act (Canada) and antitrust or
                           other competition laws of other jurisdictions, and
                           (ii) as may be required under, and other applicable
                           requirements of, federal, state and foreign
                           securities laws.

                  (e)      Title to Class B Interest. Nortel has good and valid
                           title to the Class B Interest, free and clear of all
                           liens or encumbrances (other than liens or
                           encumbrances, if any, imposed by the provisions of
                           the LLC Agreement or the Subordination Agreement).

                                   ARTICLE V

                              PRE-CLOSING COVENANTS

5.01     Transfer of Class B Interest. Nortel agrees that, from the date hereof
         until the expiration of the Exercise Period (or, if earlier, until the
         termination of this Agreement in accordance with its terms), without
         the prior written consent of the Company, Nortel shall not Transfer its
         Class B Interest or any portion thereof (including through granting a
         lien or pledge) to any Person other than pursuant to a redemption by
         the Company hereunder or under the LLC Agreement unless such Person
         agrees to become bound by the provisions of this Agreement to the same
         extent as Nortel was so bound as of immediately prior to such Transfer.
         In the event that Nortel Transfers all of its Class B Interest in
         compliance with the preceding sentence, Nortel shall assign this
         Agreement to the Transferee(s) of such Class B Interest (with no
         consent or approval of the Company, Arris or any of their Affiliates
         being necessary for such assignment) and shall have no further
         liabilities or obligations to the Company, Arris or any of their
         Affiliates hereunder.


                                      -8-
<PAGE>

5.02     Registration and Offering.

         (a)      Each of Nortel and Arris agrees that, except to the extent
                  otherwise provided herein or expressly agreed by Nortel and
                  Arris in writing, the provisions of the Registration Rights
                  Agreement shall apply to the Registration and Offering
                  hereunder to the same extent as if (i) Nortel, as the
                  "Investor" under the Registration Rights Agreement, validly
                  required registration of the Shares to be included in the
                  Registration under Section 1 of the Registration Rights
                  Agreement, and (ii) as a "Selling Stockholder" within the
                  meaning of Section 1(c) of the Registration Rights Agreement,
                  Nortel validly requested that the Registration Statement
                  provide for a delayed or continuous offering of the Shares
                  covered thereby pursuant to Rule 415 promulgated under the
                  Securities Act or any similar rule then in effect.

         (b)      Each of Nortel and Arris agrees that (i) the Offering shall be
                  pursuant to a firm commitment underwriting, as if a valid
                  request for the same were made by Nortel as a "Selling
                  Stockholder" under Section 1(c) of the Registration Rights
                  Agreement, and (ii) J. P. Morgan Securities Inc. shall act as
                  a lead managing underwriter for the Offering, together with
                  one other nationally recognized investment banking firm to be
                  selected by mutual written agreement of Nortel and Arris.

         (c)      Arris shall cause each of Messrs. Stanzione, Margolis, Potts
                  and Lakin, each of whom is an officer of Arris, to (i) devote
                  such time as may be necessary for the expeditious preparation
                  and filing of the Registration Statement and such responses to
                  comments and other activities as may be necessary to achieve
                  expeditious effectiveness of the Registration Statement, (ii)
                  commencing upon the initial filing of the Registration
                  Statement with the SEC, devote such time as, in the opinion of
                  the managing underwriters, be necessary for appropriate
                  preparation for the road show to be undertaken in connection
                  with the Offering, (iii) devote such time as Nortel may
                  request to such road show, not to exceed two (2) weeks, and
                  (iv) use their respective best efforts to cooperate with and
                  expedite the Registration and the Offering.

                                   ARTICLE VI

                              CONDITIONS TO CLOSING

6.01     Conditions to Each Party's Obligation to Effect the Transactions. The
         respective obligation of each of Nortel, the Company and Arris to
         consummate the Transactions at each Closing (once the applicable
         Exercise Notice has been validly given by the Company hereunder) is
         subject to the prior fulfillment or written waiver by each of them of
         each of the following conditions:

         (a)      All regulatory approvals required to consummate the
                  Transactions contemplated by the applicable Exercise Notice
                  shall have been obtained and shall remain in full force and
                  effect and all statutory waiting periods in respect thereof
                  shall have


                                      -9-
<PAGE>

                  expired, except any such approvals failure to obtain which
                  would not reasonably be expected to have a Material Adverse
                  Effect on Nortel or Arris following such Closing.

         (b)      No Governmental Authority of competent jurisdiction shall have
                  enacted, issued, promulgated, enforced or entered any statute,
                  rule, regulation, judgment, decree, injunction or other order
                  (whether temporary, preliminary or permanent) which is in
                  effect and enjoins or prohibits consummation of the
                  Transactions contemplated by the applicable Exercise Notice.

         (c)      There shall have been no Class B Interest Exchange prior to,
                  or at the time of, such Closing.

6.02     Conditions to Obligation of Arris. The obligation of the Company and
         Arris to consummate the Transactions at each Closing (once the
         applicable Exercise Notice has been validly given by the Company
         hereunder) is also subject to the fulfillment or written waiver by the
         Company and Arris at or prior to such Closing of each of the following
         conditions:

         (a)      Representations and Warranties. All representations and
                  warranties of Nortel set forth in this Agreement (without
                  giving effect to any standard, qualification or exception
                  contained therein with respect to materiality or Material
                  Adverse Effect) shall be true and correct, as of the date of
                  this Agreement and as of such Closing as though made at and as
                  of such Closing (except that representations and warranties
                  that by their terms speak as of the date of this Agreement or
                  some other date shall be true and correct as of such date),
                  except as would not have or reasonably be expected to have,
                  individually or in the aggregate, a Material Adverse Effect on
                  Nortel's ability to consummate the Transactions to be
                  consummated at such Closing, and the Company shall have
                  received a certificate, dated the applicable Closing Date,
                  signed on behalf of Nortel by an appropriate authorized
                  signatory thereof to such effect.

         (b)      Performance of Obligations. Nortel and its Affiliates shall
                  have performed in all material respects (without giving effect
                  to any standard, qualification or exception contained therein
                  with respect to materiality or Material Adverse Effect) all
                  obligations required to be performed by them at or prior to
                  such Closing under this Agreement or any other agreement in
                  effect between the Company and/or Arris (and/or their
                  Affiliates) and Nortel (and/or its Affiliates), and the
                  Company shall have received a certificate, dated the
                  applicable Closing Date, signed on behalf of Nortel by an
                  appropriate authorized signatory thereof to such effect.

6.03     Conditions to Obligation of Nortel. The obligation of Nortel to
         consummate the Transactions at each Closing (once the applicable
         Exercise Notice has been validly given by the Company hereunder) is
         also subject to the fulfillment or written waiver by Nortel prior to
         such Closing of each of the following conditions:


                                      -10-
<PAGE>

         (a)      Representations and Warranties. All representations and
                  warranties of the Company and Arris set forth in this
                  Agreement (without giving effect to any standard,
                  qualification or exception contained therein with respect to
                  materiality or Material Adverse Effect) shall be true and
                  correct, as of the date of this Agreement and as of such
                  Closing as though made at and as of such Closing (except that
                  representations and warranties that by their terms speak as of
                  the date of this Agreement or some other date shall be true
                  and correct as of such date), except as would not have or
                  reasonably be expected to have, individually or in the
                  aggregate, a Material Adverse Effect on the ability of the
                  Company and Arris to consummate the Transactions to be
                  consummated at such Closing; and Nortel shall have received a
                  certificate, dated applicable Closing Date, signed on behalf
                  of Arris by the Chief Executive Officer or the Chief Financial
                  Officer of Arris, and on behalf of the Company by an
                  appropriate authorized signatory thereof, to such effect.

         (b)      Performance of Obligations. Arris and its Affiliates shall
                  have performed in all material respects (without giving effect
                  to any standard, qualification or exception contained therein
                  with respect to materiality or Material Adverse Effect) all
                  obligations required to be performed by them at or prior to
                  such Closing under this Agreement or any other agreement in
                  effect between the Company and/or Arris (and/or their
                  Affiliates) and Nortel (and/or its Affiliates), and Nortel
                  shall have received a certificate, dated the applicable
                  Closing Date, signed on behalf of Arris by the Chief Executive
                  Officer or the Chief Financial Officer of Arris, and on behalf
                  of the Company by an appropriate authorized signatory thereof,
                  to such effect.

                                  ARTICLE VII

                                   TERMINATION

7.01     Termination. This Agreement may be terminated, and the Transactions to
         be consummated at any subsequent Closing may be abandoned:

         (a)      Mutual Consent. At any time prior to the redemption in full of
                  Nortel's Class B Interest hereunder or under the LLC
                  Agreement, by the mutual consent of Nortel and the Company.

         (b)      Breach. At any time prior to such redemption

                  (i)      by Nortel, in the event of either: (x) a breach by
                           the Company or Arris of any representation or
                           warranty contained herein which would result in the
                           non-satisfaction of the conditions set forth in
                           Section 6.03(a), which breach is not capable of being
                           cured or has not been cured within 10 calendar days
                           after the giving of written notice to the breaching
                           party of such breach; or (y) a material breach by the
                           Company, Arris or any of their Affiliates of any of
                           the covenants or agreements contained herein or in
                           any other agreement in effect between the Company,
                           Arris (and/or their


                                      -11-
<PAGE>

                           Affiliates) and Nortel (and/or its Affiliates), which
                           breach is not capable of being cured or has not been
                           cured within 10 calendar days after the giving of
                           written notice to the breaching party of such breach.

                  (ii)     by the Company, in the event of either: (x) a breach
                           by Nortel of any representation or warranty contained
                           herein which would result in the non-satisfaction of
                           the conditions set forth in Section 6.02(a), which
                           breach is not capable of being cured or has not been
                           cured within 10 calendar days after the giving of
                           written notice to the breaching party of such breach;
                           or (y) a material breach by Nortel or any of its
                           Affiliates of any of the covenants or agreements
                           contained herein or in any other agreement in effect
                           between Arris (and/or its Affiliates) and Nortel
                           (and/or its Affiliates), which breach is not capable
                           of being cured or has not been cured within 10
                           calendar days after the giving of written notice to
                           the breaching party of such breach.

         (c)      Delay of Registration or Offering. By Nortel, in the event
                  that (i) the Registration Statement has not become effective
                  on or prior to June 15, 2002, or (ii) the Offering (other than
                  the closing of any exercises of over-allotment options by the
                  underwriters of the Offering) has not been consummated on or
                  prior to June 30, 2002; provided that, at the election of
                  Nortel, the provisions of Section 5.02 shall continue in
                  effect until June 30, 2003 notwithstanding termination of this
                  Agreement pursuant to this Section 7.01(c).

         (d)      Delay of Closing. At any time prior to the redemption in full
                  of Nortel's Class B Interest hereunder or under the LLC
                  Agreement, by Nortel or the Company, in the event that such
                  redemption does not occur by the earlier of (i) the tenth
                  (10th) Business Day after delivery to Nortel, pursuant to
                  Section 2.03, of the Exercise Notice contemplating such
                  redemption, and (ii) July 15, 2003, except to the extent that
                  the failure of such redemption to occur arises out of or
                  results from the knowing action or inaction of the party
                  seeking to terminate pursuant to this Section 7.01(d) which
                  action or inaction is in violation of its (or one of its
                  Affiliates') obligations under this Agreement.

         (e)      No Governmental Approval.

                  (i)      By the Company or Nortel in the event the approval of
                           any Governmental Authority required for consummation
                           of the Transactions shall have been denied by final
                           non-appealable action of such Governmental Authority.

                  (ii)     By Nortel in the event any required approval of a
                           Governmental Authority contains any final
                           non-appealable conditions, restrictions or
                           requirements which would reasonably be expected to
                           (A) following a Closing, have a Material Adverse
                           Effect on Nortel or Arris or (B) require Nortel,
                           Arris or any of their respective Affiliates to sell
                           or otherwise dispose of, or to hold separately, or to
                           permit the sale or other disposition of, any of their


                                      -12-
<PAGE>

                           respective assets, whether as a condition to
                           obtaining any approval from a Governmental Authority
                           or any other Person or for any other reason.

                  (iii)    By Arris in the event any required approval of a
                           Governmental Authority contains any final,
                           non-appealable conditions, restrictions or
                           requirements which would reasonably be expected to,
                           following a Closing, have a Material Adverse Effect
                           on Arris or require Arris or any of its Affiliates to
                           sell or otherwise dispose of, or to hold separately,
                           or to permit the sale or other disposition of, any of
                           their respective assets, whether as a condition to
                           obtaining any approval of any Governmental Authority
                           or any other Person or for any other reason.

7.02     Effect of Termination and Abandonment. In the event of termination of
         this Agreement and the abandonment of the Transactions pursuant to this
         Article VII, no party to this Agreement (nor any of their respective
         officers, directors or agents) shall have any liability or further
         obligation to the other party hereunder except (i) as otherwise set
         forth in Section 7.01(c), and (ii) that termination shall not relieve a
         party from liability for any willful breach of this Agreement or any
         liability or obligation arising under the Registration Rights
         Agreement.

                                  ARTICLE VIII

                                  MISCELLANEOUS

8.01     Amendment; Extension; Waiver.

         (a)      Except as otherwise provided in Section 5.01 with respect to
                  Transfers by Nortel of its Class B Interest, this Agreement
                  may be amended only by an instrument in writing signed on
                  behalf of each of the parties hereto.

         (b)      Either party hereto may, to the extent legally allowed, (i)
                  extend the time for the performance of any of the obligations
                  or other acts of the other party, (ii) waive any inaccuracies
                  in the representations and warranties of the other party
                  contained herein or in any document delivered pursuant hereto
                  and (iii) waive compliance by the other party with any of the
                  agreements or conditions contained herein. Any agreement on
                  the part of a party hereto to any such extension or waiver
                  shall be valid only if set forth in a written instrument
                  signed on behalf of such party, but such extension or waiver
                  or failure to insist on strict compliance with an obligation,
                  covenant, agreement or condition shall not operate as a waiver
                  of, or estoppel with respect to, any subsequent or other
                  failure.

8.02     Counterparts. This Agreement may be executed in one or more
         counterparts, each of which when executed shall be deemed to constitute
         an original but all of which when taken together shall constitute one
         and the same instrument.

8.03     Governing Law. This Agreement shall be governed by, and interpreted in
         accordance with, the laws of the State of Delaware, without regard to
         the conflict of law principles thereof.


                                      -13-
<PAGE>

8.04     Expenses. Except as otherwise provided herein, each party hereto will
         bear all expenses incurred by it in connection with this Agreement and
         the transactions contemplated hereby, except that (i) all costs and
         expenses of either party hereto relating to the Registration and the
         Offering shall be borne as specified in the Registration Rights
         Agreement, as if the Registration were undertaken and made pursuant
         thereto and Nortel were the only "Selling Stockholder" under the
         Registration Rights Agreement participating therein, and (ii) Arris
         shall also reimburse and pay to Nortel, not later than thirty (30) days
         after receipt of Nortel's invoice therefor (with interest on any
         overdue amounts payable by Arris to Nortel at the rate of 12% per annum
         or, if lower, the maximum lawful rate), all of Nortel's and its
         Affiliates' costs and expenses relating to Nortel's and its relevant
         Affiliates' (and its and their respective officers, directors and
         employees) participation in the road show relating to the Offering.

8.05     Notices. All notices, requests and other communications hereunder to a
         party shall be in writing and shall be deemed given if personally
         delivered, telecopied (with confirmation) or three Business Days after
         being mailed by registered or certified mail (return receipt requested)
         or one Business Day after being delivered by overnight courier to such
         party at its address set forth below or such other address as such
         party may specify by notice to the parties hereto.


         If to Nortel, to:

         Nortel Networks Inc.
         2221 Lakeside Blvd.
         Richardson, Texas 75082-4399
         Attn:  Craig Johnson, Mergers and Acquisitions
         Fax:  972-685-3122
         Phone: 972-684-7255

         With a copy to:

         Nortel Networks Inc.
         200 Athens Way
         Nashville, Tennessee 37228
         Attn:  Corporate Secretary
         Fax:  615-432-4067
         Phone:   615-432-4000

         Nortel Networks Limited
         8200 Dixie Road, Suite 100
         Brampton, Ontario, Canada  L6T 5P6
         Attn:  Corporate Secretary
         Fax: 905-863-8386
         Phone: 905-863-0000


                                      -14-
<PAGE>

         With a copy to:

         Hale and Dorr LLP
         60 State Street
         Boston, Massachusetts  02109
         Attention:  Dimitri P. Racklin
         Fax:  (617) 526-5000
         Phone:  (617) 526-6462

         If to Arris, to:

         Arris Group, Inc.
         11450 Technology Circle
         Duluth, Georgia  30097
         Attention:  Lawrence Margolis
         Fax:  (678) 473-8470
         Phone: (678) 473-8129

         With a copy to:

         Troutman Sanders LLP
         600 Peachtree Street
         Suite 5200
         Atlanta, GA 30308
         Attention: W. Brinkley Dickerson, Jr.
         Fax: 404-885-3900
         Phone: 404-885-3000

8.06     Entire Understanding. This Agreement and the documents and instruments
         referenced herein represent the entire understanding of the parties
         hereto with reference to the transactions contemplated hereby and
         thereby supersede any and all other oral or written agreements
         heretofore made to the extent (but only to the extent) such agreements
         relate to the subject matter hereof.

8.07     Assignment; Third Party Beneficiaries. Except in the event of a
         Transfer by Nortel of its Class B Interest prior to the Closing (in
         which case Section 5.01 shall apply), neither this Agreement, nor any
         of the rights, interests or obligations hereunder, shall be assigned by
         either of the parties hereto (whether by operation of law or otherwise)
         without the prior written consent of the other party. Subject to the
         preceding sentence, this Agreement will be binding upon, inure to the
         benefit of and be enforceable by the parties hereto and their
         respective successors and assigns. Except as set forth in Section 8.12,
         nothing in this Agreement, express or implied, is intended to confer
         upon any Person, other than the parties hereto or their respective
         successors or permitted assigns, any rights, remedies, obligations or
         liabilities under or by reason of this Agreement.

8.08     Incorporation of Exhibits. All Exhibits shall be deemed to constitute
         an integral part of this Agreement for all purposes.


                                      -15-
<PAGE>

8.09     Press Releases. Nortel and Arris shall jointly agree on an initial
         press release with respect to the Transactions. Neither the Company nor
         Arris will, without the prior approval of Nortel, issue (i) any other
         press release or (ii) any written statement for general circulation
         (including any written statement circulated to employees, customers or
         other third parties) relating to the transactions contemplated hereby;
         except, in the case of clause (ii) above, as otherwise required by
         applicable law or regulation or rules of the Nasdaq Stock Market, Inc.

8.10     Interpretation. When a reference is made in this Agreement to Articles,
         Sections or Exhibits, such reference shall be to an Article or Section
         of, or Exhibit to, this Agreement unless otherwise indicated. The table
         of contents and headings contained in this Agreement are for reference
         purposes only and are not part of this Agreement. Whenever the words
         "include", "includes" or "including" are used in this Agreement, they
         shall be deemed to be followed by the words "without limitation". Any
         reference to "herein" or "hereof" or similar terms shall refer to the
         agreement as a whole rather than to the individual paragraph, Section
         or Article. Time shall be deemed to be of the essence in the
         interpretation and enforcement of this Agreement.

8.11     Severability. Any term or provision of this Agreement which is invalid
         or unenforceable in any jurisdiction shall, as to that jurisdiction, be
         ineffective to the extent of such invalidity or unenforceability
         without rendering invalid or unenforceable the remaining terms and
         provisions of this Agreement or affecting the validity or
         enforceability of any of the terms or provisions of this Agreement in
         any other jurisdiction. If any provision of this Agreement is so broad
         as to be unenforceable, the provision shall be interpreted to be only
         so broad as it is enforceable.

8.12     Investor Rights Agreement. Arris acknowledges and agrees that (i) the
         execution and delivery of this Agreement by the parties hereto and the
         consummation of the Transactions do not constitute a breach or
         violation of, or otherwise conflict with, the terms and provisions of
         the Amended and Restated Investor Rights Agreement, dated as of April
         9, 2001, by and among Nortel, Nortel Networks Inc. and Arris, as
         amended by the First Amendment to Amended and Restated Investor Rights
         Agreement, dated as of August 3, 2001 (as amended, the "Investor Rights
         Agreement"), and (ii) to the extent the execution and delivery of this
         Agreement by the parties hereto or the consummation of the Transactions
         constitutes a breach or violation of, or otherwise conflicts with, the
         terms and provisions of the Investor Rights Agreement, Arris hereby
         waives any such breach, violation or conflict. Without limiting the
         foregoing, Arris acknowledges and agrees that the Registration and the
         Offering contemplated by this Agreement shall be deemed to constitute a
         "bona fide public offering effected in accordance with the Registration
         Rights Agreement" as contemplated by Section 3.3(b)(i) of the Investor
         Rights Agreement. Each of Arris and Nortel acknowledges and agrees that
         Nortel Networks Inc. shall be an express third party beneficiary of the
         provisions of this Section 8.12.

8.13     Amendment of LLC Agreement. This Option Agreement shall be deemed to
         be, and shall constitute, an amendment of the LLC Agreement to the full
         extent necessary or advisable to give effect to the provisions hereof.
         To the extent that any provisions of the


                                      -16-
<PAGE>

         LLC Agreement are inconsistent with the provisions of this Option
         Agreement or impose any additional requirements for the execution and
         delivery of this Option Agreement or any of the Ancillary Agreements or
         the consummation of the Transactions, the LLC Agreement shall be deemed
         amended hereby in all respects necessary to eliminate all such
         inconsistencies and additional requirements.



                      [THE NEXT PAGE IS THE SIGNATURE PAGE]


                                      -17-
<PAGE>


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

                                   ARRIS INTERACTIVE L.L.C.

                                   By:      Arris Group, Inc.
                                   Its:     Managing Member

                                   By:      /s/ Lawrence A. Margolis
                                            -----------------------------------
                                   Name:    Lawrence A. Margolis
                                   Title:   Executive Vice President & CFO

                                   ARRIS GROUP, INC.


                                   By:      /s/ Lawrence A. Margolis
                                            -----------------------------------
                                   Name:    Lawrence A. Margolis
                                   Title:   Executive Vice President & CFO

                                   NORTEL NETWORKS LLC

                                   By:      Nortel Networks Inc.
                                   Its:     Managing Member


                                   By:      /s/ Deborah J. Noble
                                            -----------------------------------
                                   Name:    Deborah J. Noble
                                   Title:   Assistant Secretary

















[Signature page to Option Agreement among Nortel Networks LLC, Arris Interactive
L.L.C. and Arris Group, Inc.]


                                      -18-
<PAGE>




                                                                       EXHIBIT A

                                  CROSS RECEIPT


         Reference is made to the Option Agreement, dated as of June __, 2002
(the "Option Agreement"), by and between NORTEL NETWORKS LLC, a Delaware limited
liability company ("Nortel"), ARRIS INTERACTIVE L.L.C., a Delaware limited
liability company (the "Company"), and ARRIS GROUP, INC., a Delaware corporation
("Arris"). Capitalized terms used but not defined herein shall have the
respective meanings ascribed to such terms in the Option Agreement.

         Nortel hereby acknowledges receipt from the Company of $_____________
(the "Redemption Payment"). Both parties acknowledge that such Redemption
Payment was applied to redeem [the Class B Interest in full] OR [a portion of
the Class B Unreturned Capital and Class B Return (to the extent not previously
added to Class B Unreturned Capital) of the Class B Interest as provided in
Section 3.03 of the Option Agreement].

                                            NORTEL NETWORKS LLC

                                            By:      Nortel Networks Inc.
                                            Its:     Managing Member


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

                                            ARRIS INTERACTIVE L.L.C.

                                            By:      Arris Group, Inc.
                                            Its:     Managing Member

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

                                            ARRIS GROUP, INC.


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

Dated:             , 200
       ------------     -



<PAGE>

                                                                       EXHIBIT C

                          NOTICE OF EXERCISE OF OPTION


To:      Nortel Networks LLC

         Reference is made to the Option Agreement (the "Option Agreement"),
dated as of ______________________, 2002, by and among Nortel Networks LLC,
Arris Interactive L.L.C. and Arris Group, Inc. Capitalized terms used herein and
not otherwise defined shall have the meanings ascribed to such terms in the
Option Agreement.

         The Company hereby irrevocably exercises the Option [in full] [in part
in the amount of _____________________________ (U.S.$ _________)]. The Company
and Arris shall be obligated to consummate the Transactions contemplated by the
Option Agreement to be consummated in connection with such exercise at the
Closing relating thereto, subject to the terms of the Option Agreement.




Dated:                  , 200
        ----------------     -           ARRIS INTERACTIVE L.L.C.

                                         By:      Arris Group, Inc.
                                         Its:     Managing Member

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