<PAGE>
                                                                     EXHIBIT 4.3

                  -------------------------------------------

                                    FORM OF
                           WARRANT ISSUANCE AGREEMENT
                  -------------------------------------------
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                PAGE
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<S>              <C>                                                                                         <C>
Section 1.       ISSUANCE OF WARRANTS......................................................................           1
Section 2.       FORM OF WARRANT CERTIFICATES..............................................................           1
Section 3.       EXECUTION OF WARRANT CERTIFICATES.........................................................           1
Section 4.       REGISTRATION..............................................................................           2
Section 5.       TRANSFER AND EXCHANGE.....................................................................           2
Section 6.       [INTENTIONALLY OMITTED]...................................................................           2
Section 7.       TRANSFERS TO COMPETITORS..................................................................           2
Section 8.       RIGHTS IN THE EVENT OF A PUBLIC OFFERING; CLOSING MATTERS, ETC............................           4
Section 9.       NO IMPAIRMENT.............................................................................           6
Section 10.      VESTING OF WARRANTS.......................................................................           6
Section 11.      EXERCISE OF WARRANTS......................................................................           7
                 (a) EXERCISABILITY OF WARRANTS............................................................           7
                 (b) METHOD OF EXERCISE....................................................................           7
Section 12.      EXPIRATION OF WARRANTS....................................................................           8
Section 13.      PAYMENT OF TAXES..........................................................................           8
Section 14.      MUTILATED OR MISSING WARRANT CERTIFICATES.................................................           8
Section 15.      RESERVATION OF SHARES.....................................................................           8
Section 16.      OBTAINING OF CERTAIN GOVERNMENTAL APPROVALS...............................................           9
Section 17.      WARRANT SHARES ISSUABLE UPON EXERCISE OF A VESTED COMMON STOCK WARRANT....................           9
Section 17A.     WARRANT SHARES ISSUABLE UPON EXERCISE OF A VESTED PREFERRED STOCK WARRANT.................          13
Section 18.      NOTICE TO WARRANTHOLDER...................................................................          13
Section 19.      REGISTRATION RIGHTS.......................................................................          14
                 (a) DEMAND REGISTRATION RIGHTS............................................................          14
                 (b) "PIGGYBACK" REGISTRATIONS.............................................................          15
                 (c) GI'S OBLIGATIONS IN REGISTRATION......................................................          16
                 (d) PAYMENT OF REGISTRATION EXPENSES......................................................          18
                 (e) INFORMATION FROM HOLDERS..............................................................          19
                 (f) INDEMNIFICATION.......................................................................          19
                 (g) EXCHANGE OF CERTIFICATES..............................................................          20
                 (h) OBLIGATIONS OF THE HOLDERS............................................................          20
                 (i) UNDERWRITTEN REGISTRATION.............................................................          21
                 (j) EXCHANGE ACT COMPLIANCE...............................................................          21
Section 20.      RESTRICTIONS ON TRANSFERABILITY OF WARRANT SHARES.........................................          21
                 (a) RESTRICTIVE LEGEND; WARRANTHOLDER'S REPRESENTATION....................................          22
                 (b) STATEMENT OF INTENTION TO TRANSFER; OPINION OF COUNSEL................................          22
                 (c) TERMINATION OF RESTRICTIONS...........................................................          22
Section 21.      REPRESENTATIONS AND WARRANTIES; CERTAIN COVENANTS.........................................          23
                 (a) ORGANIZATION AND STANDING.............................................................          23
                 (b) CAPITALIZATION........................................................................          23
                 (c) AUTHORIZATION.........................................................................          23
                 (d) NO CONFLICTS..........................................................................          24
                 (e) SEC FILINGS...........................................................................          24
                 (f) NO BROKERS............................................................................          24
Section 21A.     REPRESENTATION AND WARRANTY OF THE COMPANY................................................          24
Section 22.      NO RIGHTS OR LIABILITIES AS STOCKHOLDER...................................................          24
Section 23.      DEFINITIONS...............................................................................          24
Section 24.      NOTICES...................................................................................          28
</TABLE>

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<PAGE>
<TABLE>
<CAPTION>
                                                                                                                PAGE
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<S>              <C>                                                                                         <C>
Section 25.      AMENDMENTS................................................................................          29
Section 26.      SUCCESSORS AND ASSIGNS....................................................................          29
Section 27.      TERMINATION...............................................................................          29
Section 28.      GOVERNING LAW.............................................................................          29
Section 29.      THIRD PARTY BENEFICIARIES.................................................................          29
Section 30.      HEADINGS..................................................................................          29
Section 31.      ENTIRE AGREEMENT..........................................................................          29
Section 32.      EXPENSES..................................................................................          29
Section 33.      COUNTERPARTS..............................................................................          29
</TABLE>

<TABLE>
<S>                       <C>                                                           <C>
Schedule A.               Threshold Amount and Vesting Schedule.......................
Schedule B.               Terms of Preferred Stock....................................
Exhibit A-1 [OMITTED]     Form of--Warrant Certificate for GI Common Stock............
                          --Election to Purchase......................................
                          --Assignment................................................
Exhibit A-2 [OMITTED]     Form of--Warrant Certificate for GI Preferred Stock.........
                          --Election to Purchase......................................
                          --Assignment................................................
</TABLE>

                                       ii
<PAGE>
                           WARRANT ISSUANCE AGREEMENT

    WARRANT ISSUANCE AGREEMENT (this "AGREEMENT"), dated as of            ,
199 , by and between NextLevel Systems, Inc., a Delaware corporation ("GI"), and
[         ] (the "COMPANY").

    WHEREAS, GI and the Company have entered into a Digital Terminal Purchase
Agreement, dated as of the date hereof (the "PURCHASE AGREEMENT"), whereby the
Company agreed to purchase Digital Terminals from GI;

    WHEREAS, it is a condition to the effectiveness of the Purchase Agreement
that GI and the Company enter into this Agreement;

    WHEREAS, GI intends, pursuant to this Agreement, to issue Warrants entitling
the Warrantholder to purchase shares of common stock, par value $.01 per share,
of GI (the "GI COMMON STOCK") and shares of a new series of exchangeable
preferred stock, par value $.01 per share, of GI (the "GI PREFERRED STOCK")
having the terms set forth on Schedule B.

    NOW, THEREFORE, in consideration of the premises and the representations,
warranties and agreements herein set forth, the parties hereto agree as follows:

SECTION 1. ISSUANCE OF WARRANTS.

    Simultaneously with the execution hereof, GI, for good and valuable
consideration, hereby agrees to issue to the Warrantholder an aggregate of (i)
      warrants to purchase shares of GI Common Stock ("COMMON STOCK WARRANTS")
and (ii)       warrants to purchase shares of GI Preferred Stock ("PREFERRED
STOCK WARRANTS"), each GI Common Stock Warrant exercisable, at the Common
Exercise Price, for one share of GI Common Stock and each Preferred Stock
Warrant exercisable, at the Preferred Exercise Price, for one share of GI
Preferred Stock, subject to adjustment as set forth herein (the Common Stock
Warrants and the Preferred Stock Warrants being collectively referred to as the
"WARRANTS").

SECTION 2. FORM OF WARRANT CERTIFICATES.

    The certificates evidencing the Warrants (the "WARRANT CERTIFICATES") to be
delivered pursuant to this Agreement shall be in registered form only, shall
comply with the Delaware General Corporation Law and any other applicable law
and shall be substantially in the form set forth in EXHIBIT A-1 AND A-2 attached
hereto.

SECTION 3. EXECUTION OF WARRANT CERTIFICATES.

    Warrant Certificates shall be signed on behalf of GI by its President or any
Vice President, and by its Secretary or an Assistant Secretary, under its
corporate seal. Each such signature upon the Warrant Certificates may be in the
form of a facsimile signature of the President, any Vice President, Secretary or
Assistant Secretary and may be imprinted or otherwise reproduced on the Warrant
Certificates and for that purpose GI may adopt and use the facsimile signature
of any person who shall have been President, any Vice President, Secretary or an
Assistant Secretary at the time such signature was so imprinted or otherwise
produced notwithstanding the fact that at the time the Warrant Certificates
shall be delivered or disposed of such person shall have ceased to hold such
office. The seal of GI may be in the form of a facsimile thereof and may be
impressed, affixed, imprinted or otherwise reproduced on the Warrant
Certificates.

    In case any officer of GI who shall have signed any of the Warrant
Certificates shall cease to be such officer before the Warrant Certificates so
signed shall have been delivered or disposed of by GI, such Warrant Certificates
nevertheless may be delivered or disposed of as though such person had not
ceased to be such officer of GI; and any Warrant Certificate may be signed on
behalf of GI by any person who, at the actual date of the execution of such
Warrant Certificate, shall be a proper officer of GI to sign such Warrant
Certificate, although at the date of the execution of this Agreement any such
person was not such officer.
<PAGE>
SECTION 4. REGISTRATION.

    Warrant Certificates issued as provided in this Agreement shall be numbered
by GI and shall be registered by GI in a register maintained by its Secretary at
its principal executive offices in the name of the Warrantholder.

SECTION 5. TRANSFER AND EXCHANGE.

    (a) An assignment, conveyance or other transfer of the Warrants shall be
made on the books of GI maintained for such purpose at the principal office of
GI referred to in SECTION 24 upon surrender of the Warrants together with a
properly completed assignment duly executed by the Warrantholder or a subsequent
transferee. Upon any such registration of transfer, new Warrants shall be issued
to the transferee and the surrendered Warrants shall be canceled.
Notwithstanding the foregoing, the Warrants and the rights under this Agreement
may not be assigned, conveyed or transferred unless (i) such assignment,
conveyance or transfer complies with all applicable securities laws and the
provisions of this Agreement, including SECTION 5(B), and (ii) the transferee
agrees in writing to be bound by the terms of this Agreement, including the
restrictions set forth in SECTIONS 5(B), 7 and 8.

    (b) The Warrants may not be sold, assigned, monetized or otherwise
transferred prior to their respective Warrant Expiration Dates, except that the
Warrantholder may transfer the Warrants to an Affiliate of the Warrantholder
that agrees in writing to be bound by the terms of this Agreement.

    (c) Warrant Certificates may be exchanged at the option of the
Warrantholder, when surrendered to GI at its office referred to in SECTION 24
for another Warrant Certificate or other Warrant Certificates of like tenor and
representing in the aggregate a like number and type of Warrants. Warrant
Certificates surrendered for exchange, transfer or exercise shall be canceled by
GI.

    (d) At any time prior to the exercise of a Preferred Stock Warrant, at GI's
option, GI may elect to cause such Warrant to become exercisable for 10 times
the Common Warrant Shares issuable or deliverable upon exercise of a Common
Stock Warrant (initially for 10 shares of GI Common Stock) for each share of GI
Preferred Stock issuable upon exercise of such Preferred Stock Warrant prior to
such changes.

SECTION 6. [INTENTIONALLY OMITTED]

SECTION 7. TRANSFERS TO COMPETITORS.

    (a) Notwithstanding any other provisions of this Agreement the Warrantholder
shall not knowingly sell, transfer, pledge, hypothecate, assign or otherwise
dispose of any Warrant Shares to a Competitor at any time prior to December 31,
2002 without first complying with the provisions of this SECTION 7. If prior to
December 31, 2002, the Warrantholder shall receive a bona fide offer in writing
from a Competitor (a "COMPETITOR OFFER") to acquire all or part of the Warrant
Shares (the "FIRST OFFER SHARES"), which offer the Warrantholder proposes to
accept, the Warrantholder shall deliver to GI a notice (a "NOTICE OF SALE")
containing a copy of the Competitor Offer, and setting forth the identity of the
Competitor and an offer to sell the First Offer Shares to GI on the following
terms: (i) if the Competitor Offer contemplates a purchase of the First Offer
Shares by the Competitor for consideration consisting solely of cash, then the
Warrantholder's offer shall be to sell the First Offer Shares for cash in an
amount equal to the purchase price specified in, and otherwise on the terms and
conditions contained in, the Competitor Offer, and (ii) if the Competitor Offer
contemplates an acquisition of the First Offer Shares by the Competitor for
consideration any portion of which is not cash, then the Warrantholder's offer
shall be to sell the First Offer Shares for cash in an amount equal to the sum
of the cash consideration and the fair market value of the noncash consideration
(as determined pursuant to paragraph (c) below) specified in, and otherwise on
the terms and conditions contained in, the Competitor Offer; PROVIDED, HOWEVER
that if the Competitor

                                       2
<PAGE>
Offer is a public tender or exchange offer (other than a tender or exchange
offer made by a Person that is not an Affiliate of the Warrantholder to acquire
50% or more of the outstanding shares of GI Common Stock as to which this
SECTION 7 shall not apply), made by a person that is not an Affiliate of the
Warrantholder, to acquire shares of GI Common Stock, the per share price to be
paid for the First Offer Shares shall be equal to the highest per share price
actually paid for shares of GI Common Stock in such public tender or exchange
offer. The Notice of Sale shall specify the price at which the First Offer
Shares are offered, as provided in the preceding sentence. If GI desires to
accept the offer set forth in a Notice of Sale, GI shall, within 30 days of
receipt of such Notice of Sale, notify the Warrantholder in writing of its
intention to acquire the First Offer Shares. The closing of such purchase and
sale shall be subject to the additional provisions of paragraphs (d) and (e) of
SECTION 8.

    (b) If (i) GI does not timely accept the offer set forth in a Notice of
Sale, or (ii) the purchase of the First Offer Shares is not consummated within
the period set forth in SECTION 8(D)(III) for any reason other than a breach by
the Warrantholder of any of its covenants, representations or warranties that
are a condition to consummation of such purchase, then GI shall be deemed to
have rejected such offer as of the last date for accepting such offer or closing
such purchase, as applicable, and the Warrantholder shall have the right, at any
time during the thirty day period beginning on the date that the offer set forth
in a Notice of Sale is deemed rejected or the day following the last day of the
period set forth in SECTION 8(D)(III), as applicable, to enter into a binding
agreement to sell all of the First Offer Shares to the Competitor on terms and
conditions no less favorable in the aggregate to the Warrantholder than those
set forth in the Competitor Offer, and thereafter (within the period specified
below in this paragraph (b)) to sell all of the First Offer Shares to the
Competitor pursuant to such agreement. If the Warrantholder does not enter into
such an agreement during such thirty-day period, or does not close the sale
thereunder within sixty days after execution of such an agreement (subject to
extension for a maximum of one hundred eighty additional days to the extent
required to obtain all required governmental and third party approvals), the
procedure set forth above with respect to the Notice of Sale shall be repeated
with respect to any subsequent proposed sale, assignment or other disposition of
the Warrant Shares to a Competitor. Any First Offer Shares transferred to a
Person other than GI in compliance with the provisions of this SECTION 7 shall
not thereafter be subject to the provisions of this Agreement.

    (c) Before submitting a Notice of Sale pursuant to paragraph (a) in response
to a Competitor Offer that contemplates (i) a sale of the First Offer Shares in
conjunction with other assets, or (ii) an acquisition of the First Offer Shares
by the Competitor for consideration any portion of which is not cash, the
Warrantholder and GI shall cause (A) if the Competitor Offer contemplates a sale
of the First Offer Shares in conjunction with other assets, the total
consideration specified in the Offer to be allocated between the First Offer
Shares and such other assets, (B) if the Competitor Offer contemplates an
acquisition of the First Offer Shares by the Competitor for consideration any
portion of which is not cash, the fair market value of the noncash consideration
to be determined, in each case pursuant to this paragraph (c):

        (i) The Warrantholder shall deliver to GI a notice stating that the
    Warrantholder intends to deliver a Notice of Sale to which this paragraph
    (c) applies and identifying an appraiser (the "FIRST APPRAISER") who has
    been retained by the Warrantholder to allocate the total consideration
    specified in the Competitor Offer or to conduct an appraisal of the noncash
    consideration pursuant to this paragraph (c). Within ten business days after
    its receipt of the Warrantholder's notice pursuant to the preceding
    sentence, GI shall send a notice to the Warrantholder identifying a second
    appraiser (the "SECOND APPRAISER") who shall be retained by GI to make such
    allocation or conduct such appraisal, as applicable, pursuant to this
    paragraph (c).

        (ii) The First Appraiser and the Second Appraiser shall submit their
    independent determinations of the amount of consideration allocable to the
    First Offer Shares or the fair market value of the noncash consideration as
    applicable, within thirty days after the date on which the Second Appraiser
    is retained. If the respective determinations of the First Appraiser and the
    Second Appraiser vary by less

                                       3
<PAGE>
    than ten percent of the higher determination, the amount of consideration
    allocable to the First Offer Shares or the fair market value of the noncash
    consideration, as applicable, for purposes of paragraph (a), shall be the
    average of the two determinations.

        (iii) If the respective determinations of the First Appraiser and the
    Second Appraiser vary by ten percent or more of the higher determination,
    the two Appraisers shall promptly designate a third appraiser (the "THIRD
    APPRAISER"), who shall be retained by the Warrantholder and GI to make an
    allocation or conduct an appraisal pursuant to this paragraph (c). The First
    Appraiser and the Second Appraiser shall be instructed not to, and the
    Warrantholder and GI shall not provide any information to the Third
    Appraiser as to the determinations of the First Appraiser and the Second
    Appraiser or otherwise influence the Third Appraiser's determination in any
    way. The Third Appraiser shall submit its determination of the amount of
    consideration allocable to the First Offer Shares or the fair market value
    of the noncash consideration, as applicable, within thirty days after the
    date on which the Third Appraiser is retained. If a Third Appraiser is
    retained, the amount of consideration allocable to the First Offer Shares or
    the fair market value of the noncash consideration, as applicable, for
    purposes of paragraph (a), shall equal the average of the two closest of the
    three determinations, except that, if the difference between the highest and
    middle determinations is no more than 105% and no less than 95% of the
    difference between the middle and lowest determinations, then the amount of
    consideration allocable to the First Offer Shares or the fair market value
    of the noncash consideration, as applicable, for purposes of paragraph (a),
    shall equal the middle determination.

        (iv) Any appraiser retained pursuant to this paragraph (c) shall be
    nationally recognized as being qualified and experienced in the appraisal of
    assets comparable to the First Offer Shares and, if applicable, any other
    assets proposed to be sold pursuant to the Competitor Offer and shall not be
    an Affiliate of any party to this Agreement. All fees and expenses of the
    First Appraiser shall be borne by the Warrantholder, of the Second Appraiser
    shall be borne by GI and of the Third Appraiser shall be borne equally by
    the Warrantholder and GI.

        (v) In determining the fair market value of the noncash consideration,
    each appraiser retained pursuant to this paragraph (c) shall: (A) assume
    that the fair market value of the applicable asset is the price at which the
    asset would change hands between a willing buyer and a willing seller,
    neither being under any compulsion to buy or sell and each having reasonable
    knowledge of all relevant facts; (B) assume that the applicable asset would
    be sold for cash; and (C) use valuation techniques then prevailing in the
    relevant industry.

SECTION 8. RIGHTS IN THE EVENT OF A PUBLIC OFFERING; CLOSING MATTERS, ETC.

    (a) In the event that the Warrantholder desires to sell any Warrant Shares
in a registered public offering for cash (the "OFFERING"), the Warrantholder
shall first offer such shares for sale to GI in accordance with the following
provisions.

    (b) If the Warrantholder intends to cause GI to register Warrant Shares
pursuant to the terms of this Agreement, the Warrantholder shall deliver a
notice to GI (in addition to any notice required pursuant to SECTION 19 of this
Agreement) specifying (A) the number of the Warrant Shares the Warrantholder
desires to sell in the Offering (the "OFFERED SHARES") and (B) the proposed
timing of the Offering, and offering to sell the Offered Shares to GI at the
price determined below (an "OFFERING NOTICE"). If GI desires to purchase the
Offered Shares, it shall so notify the Warrantholder in writing within 10 days
from the receipt of such Offering Notice (a "REPLY NOTICE"). If, by its Reply
Notice, GI accepts the offer of the Warrantholder, such Reply Notice shall
constitute an agreement binding on GI and the Warrantholder to sell and purchase
for cash all, but not less than all, the Offered Shares at the Fair Market Value
for such shares as of the date of the Reply Notice.

    (c) If GI does not accept the offer of the Warrantholder pursuant to the
foregoing provisions of this SECTION 8 or the purchase of the Offered Shares is
not consummated within the period set forth in

                                       4
<PAGE>
SECTION 8(D)(III) for any reason other than a breach by the Warrantholder of any
of its covenants, representations or warranties that is a condition to
consummation of such purchase, then GI shall be deemed to have rejected such
offer as of the last date for accepting such offer or closing such purchase, as
applicable, and the Warrantholder shall have the right to proceed with a
registered public offering of the Offered Shares, subject to the further
provisions of this Agreement; PROVIDED, HOWEVER, that any Offered Shares that
have not been sold in a registered public offering prior to the first
anniversary of the date that the offer set forth in the Offering Notice is
deemed rejected for any reason other than the failure of GI to comply with its
covenants in SECTION 19 may not thereafter be sold in a registered public
offering without complying with the provisions of this Agreement. Any Offered
Shares transferred to a Person other than GI in compliance with the provisions
of this SECTION 8 shall not thereafter be subject to the provisions of this
Agreement.

    (d) Any purchase by GI of Warrant Shares pursuant to SECTION 7 or SECTION 8
shall be subject to the following additional terms and conditions:

        (i) The Warrantholder shall represent and warrant that GI will receive
    good and valid title to the Warrant Shares, free and clear of all liens, of
    any nature whatsoever except for governmental and third party approvals
    required for transfers of shares of GI Common Stock generally.

        (ii) The closing of the purchase and sale shall be subject to the
    satisfaction of the following conditions:

           (A) all governmental and third party approvals required with respect
       to the transactions to be consummated at such closing shall have been
       obtained, to the extent the failure to obtain such approvals would
       prevent GI or the Warrantholder from performing any of its material
       obligations under the transaction documents or would result in any
       material adverse change in, or material adverse effect on, GI;

           (B) there shall be no preliminary or permanent injunction or other
       order by any court of competent jurisdiction restricting, preventing or
       prohibiting the consummation of the transactions to be consummated at
       such closing; and

           (C) the representation and warranty of the Warrantholder contemplated
       by clause (i) of this paragraph (d) shall be true and correct at the
       closing of such sale with the same force and effect as if then made.

        (iii) Unless otherwise agreed by the applicable parties, the closing of
    any purchase and sale of Warrant Shares shall take place at the principal
    executive offices of GI at 10:00 a.m. local time on a business day selected
    by GI, provided that such closing shall occur as promptly as practicable,
    and in any event within sixty days after the acceptance of the applicable
    offer, subject to extension for a maximum of thirty additional days to the
    extent required to obtain all required governmental and third party
    approvals.

        (iv) Unless otherwise agreed by the applicable parties, the purchase
    price shall be payable by wire transfer of same day funds or by certified or
    cashier's check drawn to the order of the Warrantholder, as specified by the
    Warrantholder.

    (e) The Warrantholder and GI shall each use commercially reasonable efforts
to cooperate with the other in connection with the Warrantholder's efforts to
transfer any interest in the Warrant Shares in accordance with the provisions of
SECTIONS 7 AND 8, including making qualified personnel available for attending
hearings and meetings respecting any approvals and authorizations required for
such transfer and, at the request of the Warrantholder, making all filings with,
and giving all notices to third parties and governmental authorities that may be
necessary or reasonably required to be made or given by the Warrantholder and GI
in order to effect the contemplated transfers. Subject to the other provisions
of this Agreement, neither the Warrantholder nor GI shall take any action to
delay, impair or impede the receipt

                                       5
<PAGE>
of any required consents, approvals or authorizations. "Commercially reasonable
efforts" as used in this SECTION 8 shall not require any party to undertake
extraordinary or unreasonable measures to obtain any consents, approvals or
other authorizations.

SECTION 9. NO IMPAIRMENT.

    The rights granted to the Warrantholder hereunder do not in any way conflict
with and are not inconsistent with the rights granted to a registered holder of
GI Common Stock under any other agreements, except such rights that have been
waived. GI will not, by amendment of its Amended and Restated Certificate of
Incorporation or By-laws, or through reorganization, consolidation, merger,
dissolution, issuance or sale of securities, sale of assets or any other
voluntary action, willfully avoid or seek to avoid the observance or performance
of any of the terms of this Agreement or the Warrants, but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all
such action as may be necessary or appropriate in order to protect the rights of
the Warrantholder under this Agreement and the Warrants against wrongful
impairment. Without limiting the generality of the foregoing, GI: (i) will take
all such action as may be necessary or appropriate in order that GI may validly
and legally issue fully paid and nonassessable Warrant Shares upon the exercise
of the Warrants; and (ii) will not on or after the date hereof enter into any
agreement with respect to its securities which is inconsistent with the rights
granted to the Warrantholder under this Agreement or which otherwise conflicts
with the provisions hereof.

SECTION 10. VESTING OF WARRANTS.

    (a) The exercisability of the Warrants and the Warrantholder's rights under
this Agreement shall vest in accordance with the vesting schedule set forth in
SCHEDULE A and paragraph (c) below. Upon attainment of each applicable
Threshold, GI shall promptly notify the Warrantholder in writing that the number
of Warrants related to such Threshold will become exercisable in accordance with
SCHEDULE A, but the failure to give any such notice shall not affect the
exercisability of the applicable Warrants. The first Warrants to become
exercisable shall be the Common Stock Warrants; the Preferred Stock Warrants
shall become exercisable only after all outstanding Common Stock Warrants have
either become exercisable or failed to vest in accordance with SCHEDULE A
hereof.

    (b) GI hereby covenants and agrees to proceed as promptly as practicable to
call and hold a meeting of its stockholders (the "STOCKHOLDERS MEETING"), in
compliance with all applicable laws and to the extent required by applicable law
or stock exchange regulations, for the purpose of approving the issuance of the
maximum amount of GI Common Stock that may be issued in the Transaction,
including, without limitation, upon consummation of the transactions
contemplated by the Memorandum of Agreement, upon exercise of the Common Stock
Warrants and, assuming only for purposes of such stockholder vote that GI has
exercised in full its right to cause the Preferred Stock Warrants to become
exercisable for GI Common Stock, upon exercise of the Preferred Stock Warrants
as so changed.

    (c) If, as of June 30, 1998, GI has not exercised its right, as to all and
not less than all of the Preferred Stock Warrants, to cause the Preferred Stock
Warrants to become exercisable for GI Common Stock as provided in Section 5(d)
of this Agreement, then (i) after July 1, 1998 each Warrant shall automatically
vest and become exercisable on the last day of the applicable calendar year for
such Warrant set forth in the first column on Schedule A without regard to
whether the threshold number of Digital Terminals has been purchased for such
year (but the purchase commitment shall continue unaffected) and (ii) if at any
time and from time to time on or after July 1, 1998, Warrantholder desires to
sell any Preferred Warrant Shares to a Person that is not an Affiliate of the
Warrantholder in a bona fide arm's length transaction and the fair market value
of the consideration to be received therefor per Preferred Warrant Share would
be less than 10 times the then fair market value of a Common Warrant Share (the
amount of such difference being the "Per Share Differential"), then
Warrantholder shall provide prior written notice (the "Proposal Notice") to GI,
and GI shall (subject to the provisions set forth below) pay to the
Warrantholder within 45 days after

                                       6
<PAGE>
receipt of a further written notice from the Warrantholder that the Preferred
Warrant Shares have been sold, an amount in cash (in immediately available
funds) equal to the product of the Per Share Differential times the number of
Preferred Warrant Shares so sold. The fair market value of the consideration
received in a sale of Warrant Shares shall be the amount of cash, if any, so
received and the fair market value of any noncash consideration determined in
the manner provided in Section 7(c), with the Warrantholder identifying the
First Appraiser in its Proposal Notice and GI identifying the Second Appraiser
within 5 days after receipt of such notice. GI at its option may, in lieu of
making payment pursuant to clause (ii) of this Section 10(c), elect, by written
notice (the "Response Notice") to the Warrantholder within 5 days after
receiving the Proposal Notice, to purchase the Preferred Warrant Shares which
Warrantholder proposes to sell pursuant to clause (ii) of this Section 10(c),
for a price equal to 10 times the then fair market value of a Common Warrant
Share multiplied by the number of Preferred Warrant Shares to be sold to such
Person; such payment by GI shall be made in cash (in immediately available
funds) within 45 days after the date of the Response Notice. The fair market
value of a Common Warrant Share that is a share of GI Common Stock shall, for
the purpose of this Section 10(c), be deemed to be the Closing Price of a share
of GI Common Stock on the Trading Day before the date of the sale of the
Preferred Warrant Shares to a Person or GI, as applicable; PROVIDED, HOWEVER,
that for purposes of determining whether the Warrantholder shall provide GI with
a Proposal Notice, the fair market value of a Common Warrant Share that is a
share of GI Common Stock shall be deemed to be the Closing Price of a share of
GI Common Stock on the Trading Day before the date the Proposal Notice is sent
by the Warrantholder. Any Preferred Stock Warrants remaining outstanding after
July 1, 1998 may, at GI's election at any time, become exercisable for GI Common
Stock in accordance with the terms of this Agreement. In the event that GI has
filed a preliminary proxy statement for the Stockholders Meeting prior to
February 15, 1998, but GI has been unable to obtain all necessary clearances
from the Securities and Exchange Commission so as to be able to hold the
Stockholders Meeting prior to June 30, 1998, then the July 1, 1998 date in this
paragraph (c) shall be extended, up to a maximum of 3 additional months, for
such time as may be necessary to obtain such approvals.

SECTION 11. EXERCISE OF WARRANTS.

    (a) EXERCISABILITY OF WARRANTS. Subject to the terms and conditions set
forth herein, vested Warrants shall be exercisable for cash, in whole or in part
until the applicable Warrant Expiration Date in accordance with SCHEDULE A.

    (b) METHOD OF EXERCISE. In order to exercise any vested Warrant, the
Warrantholder shall deliver to GI at its office referred to in SECTION 24: (i) a
written notice of such Warrantholder's election to exercise the vested Warrants,
which notice shall specify the number of such Warrantholder's vested Warrants
being exercised, (ii) a certified check or official bank check in immediately
available funds payable to the order of GI or a wire transfer in immediately
available funds to a bank account designated by GI, in an amount equal to the
Exercise Price multiplied by the number of Warrants being exercised, and (iii)
the Warrant Certificate evidencing the vested Warrants being exercised. Such
notice may be in the form of the Election to Purchase appearing at the end of
the Warrant Certificates attached as EXHIBIT A-1 and EXHIBIT A-2 hereto. Upon
receipt of the items referred to in clauses (i), (ii) and (iii) above, GI shall,
as promptly as practicable, and in any event within two Business Days
thereafter, execute or cause to be executed, and delivered to or upon the
written order of the Warrantholder, and in the name of the Warrantholder, a
certificate or certificates representing the number of Warrant Shares issuable
upon exercise (as determined pursuant to this SECTION 11 and SECTION 17 or
SECTION 17A, as applicable), of the vested Warrants, and any and all of which
certificates shall bear the restrictive legend set forth in SECTION 20(A),
except as provided in SECTION 20(C). The stock certificate or certificates so
delivered shall be registered in the name of the Warrantholder. If the vested
Warrants evidenced by a Warrant Certificate shall have been exercised and/or
surrendered in part, GI shall, at the time of delivery of the Warrant Shares,
deliver to the holder thereof or on the order of the holder thereof a new
Warrant Certificate evidencing vested Warrants in an amount equal to the number
of vested Warrants evidenced by the delivered Warrant Certificates that were not

                                       7
<PAGE>
exercised or surrendered which new Warrant Certificate shall in all other
respects be identical with the Warrant Certificate being exercised or
surrendered (including with respect to the number of unvested Warrants evidenced
thereby).

    GI shall keep copies of this Agreement and any notices received hereunder
available for inspection during normal business hours at its office referred to
in SECTION 24.

SECTION 12. EXPIRATION OF WARRANTS.

    All Warrants that are not surrendered to GI for exercise in accordance
herewith by 5:00 p.m., New York City time at GI's office referred to in SECTION
24, on the Warrant Expiration Date set forth in SCHEDULE A for the applicable
Warrants shall expire as of such time and all rights of the Warrantholder in
respect of such Warrants shall terminate and cease.

SECTION 13. PAYMENT OF TAXES.

    GI shall pay any and all issue, documentary stamp or other taxes (other than
applicable income taxes) that may be payable in respect of any issuance or
delivery of Warrant Shares. GI shall not, however, be required to pay any tax
which may be payable in respect of any transfer involved in the issuance and
delivery of Warrant Shares in a name other than that of the Warrantholder, and
no such issuance or delivery shall be made unless and until the Person to which
issuance and delivery is to be made has paid to GI the amount of any such tax,
or has established, to the satisfaction of GI, that such tax has been paid.

SECTION 14. MUTILATED OR MISSING WARRANT CERTIFICATES.

    In case any Warrant Certificates shall be mutilated, lost, stolen or
destroyed, GI shall issue, in exchange and substitution for and upon
cancellation of the mutilated Warrant Certificate, or in lieu of and
substitution for the Warrant Certificate lost, stolen or destroyed, a new
Warrant Certificate of like tenor and representing an equivalent number of
Warrants, but in the case of a lost, stolen or destroyed Warrant Certificate, a
new Warrant Certificate shall be issued by GI only upon its receipt of
reasonably satisfactory evidence of such loss, theft or destruction and, if
requested, an indemnity or bond reasonably satisfactory to GI.

SECTION 15. RESERVATION OF SHARES.

    The Warrant Shares, when issued upon exercise of the Warrants, shall be duly
authorized, validly issued, fully paid, nonassessable, and free from all taxes
(other than income taxes with respect to dividends or distributions thereon and
taxes arising from the disposition thereof), liens, charges, security interests,
restrictions and other encumbrances (except restrictions set forth in this
Agreement or otherwise imposed under applicable securities laws). GI will at all
times during the period that the Warrants may be exercised reserve and keep
available, free from preemptive rights, out of the aggregate of its authorized
but unissued GI Common Stock and GI Preferred Stock, or its authorized and
issued GI Common Stock and GI Preferred Stock held in treasury, for the purpose
of enabling it to satisfy any obligation to issue Warrant Shares upon exercise
of the Warrants, the full number of Warrant Shares deliverable upon the exercise
of the Warrants. Before taking any action which would cause an adjustment
pursuant to SECTION 17 reducing the Common Exercise Price below the then par
value (if any) of the Common Warrant Shares issuable upon exercise of the Common
Stock Warrants, GI will take any corporate action that may, in the opinion of
its counsel (which may be counsel employed by GI), be necessary in order that GI
may validly and legally issue fully paid and nonassessable Common Warrant Shares
at the Exercise Price as so adjusted.

                                       8
<PAGE>
SECTION 16. OBTAINING OF CERTAIN GOVERNMENTAL APPROVALS.

    (a) GI from time to time will use reasonable efforts to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and to make securities law filings under federal and state laws,
or with any securities exchange or association on which the GI Common Stock is
listed, that may be required in connection with the issuance and delivery of the
Warrant Certificates, the exercise of Warrants and the issuance and delivery of
Warrant Shares.

    (b) Without limiting the generality of the foregoing, in the event that GI
or the Warrantholder reasonably believes that exercise of the Warrants and
issuance of Warrant Shares acquirable upon such exercise requires prior
compliance with the Hart-Scott-Rodino Antitrust Improvements Act of l976 and the
rules and regulations thereunder (the "HSR ACT AND RULES"), then any such
exercise shall be contingent upon such prior compliance and, subject to
effecting such compliance, be effective as of the Exercise Date. To effect such
compliance, GI and the Warrantholder will, promptly following receipt by GI of
the Warrantholder's notice of exercise or other written request, use their
respective commercially reasonable efforts to make all filings necessary to
cause the expiration or termination of any applicable waiting period under the
HSR Act and Rules. Each of GI and the Warrantholder shall bear and pay its
respective costs or expenses that it incurs in complying with this SECTION
16(B), except that each of GI and the Warrantholder electing to exercise the
Warrants shall pay one half of any fee payable to the Federal Trade Commission
or the Department of Justice (or any other governmental body then having
jurisdiction with respect to the HSR Act and Rules) in connection with the
filing of any reports under the HSR Act and Rules.

SECTION 17. WARRANT SHARES ISSUABLE UPON EXERCISE OF A VESTED COMMON STOCK
  WARRANT.

    (a) After the vesting of a Common Stock Warrant and prior to the Warrant
Expiration Date for such Common Stock Warrant, one (1) share of GI Common Stock
is purchasable at the Common Exercise Price upon the exercise of one (1) Common
Stock Warrant, subject to adjustment as discussed below:

    (b) In case, subsequent to the date of this Agreement, GI shall: (i) pay a
dividend on the GI Common Stock in shares of GI Common Stock, (ii) subdivide the
outstanding shares of GI Common Stock into a greater number of shares, (iii)
combine the outstanding shares of GI Common Stock into a smaller number of
shares, (iv) pay a dividend on the GI Common Stock in shares of its capital
stock (other than GI Common Stock), or (v) issue any shares of its capital stock
by reclassification of the shares of GI Common Stock (other than any
reclassification by way of merger or binding share exchange that is subject to
paragraph (i)), the Common Exercise Price, and the number and kind of Common
Warrant Shares receivable upon exercise, in effect at the time of the record
date for such dividend or of the effective date of such subdivision, combination
or reclassification shall be proportionately adjusted so that the holder of the
Common Stock Warrants exercised after such time shall be entitled to receive the
aggregate number and kind of Common Warrant Shares which, if the Common Stock
Warrants had been exercised immediately prior to such time, it would have owned
upon such exercise and been entitled to receive by virtue of such dividend,
subdivision, combination or reclassification. Such adjustment shall be made
successively whenever any event listed above shall occur. Subject to paragraph
(g), for a dividend or distribution, the adjustment shall become effective
immediately after the record date for the dividend or distribution, and for a
subdivision, combination or reclassification, the adjustment shall become
effective immediately after the effective date of the subdivision, combination
or reclassification.

    (c) In case GI shall issue rights or warrants to all holders of GI Common
Stock entitling them (for a period expiring within 45 days after the record date
for the determination of stockholders entitled to receive such rights or
warrants) to subscribe for or purchase shares of GI Common Stock (or Convertible
Securities) at a price per share (or having a conversion price per share, after
adding thereto an allocable portion of the exercise price of the right or
warrant to purchase such Convertible Securities, computed on the basis of the
maximum number of shares of GI Common Stock issuable upon conversion of such
Convertible Securities) less than the Current Market Price per share on the
Determination Date, the

                                       9
<PAGE>
Common Exercise Price shall be adjusted by multiplying the Exercise Price in
effect immediately prior to such record date by a fraction, of which the
numerator shall be the number of shares of GI Common Stock outstanding on such
record date plus the number of shares which the aggregate offering price of the
total number of shares of GI Common Stock so offered (or the aggregate initial
conversion price of the Convertible Securities so offered, after adding thereto
the aggregate exercise price of the rights or warrants to purchase such
Convertible Securities) to holders of GI Common Stock (and to holders of
Convertible Securities referred to in the following paragraph if the
distribution to which this paragraph (c) applies is also being made to such
holders) would purchase at such Current Market Price, and of which the
denominator shall be the number of shares of GI Common Stock outstanding on such
record date plus the number of additional shares of GI Common Stock so offered
for subscription or purchase (or into which the Convertible Securities so
offered are initially convertible). The adjustment contemplated by this
paragraph (c) shall be made successively whenever any such rights or warrants
are issued and shall become effective immediately after the close of business on
such record date; however, to the extent that shares of GI Common Stock (or
Convertible Securities) have not been issued when such rights or warrants expire
(or, in the case of rights or warrants to purchase Convertible Securities which
have been exercised, if all of the shares of GI Common Stock issuable upon
conversion of such Convertible Securities have not been issued prior to the
expiration of the conversion right thereof), the Common Exercise Price shall be
readjusted (but only with respect to Warrants exercised after such expiration)
to the Exercise Price which would then be in effect had the adjustments made
upon the issuance of such rights or warrants been made upon the basis of
delivery of only the number of shares (or Convertible Securities) actually
issued upon the exercise of such rights or warrants (or the conversion of such
Convertible Securities).

    For purposes of this paragraph (c) the number of shares of GI Common Stock
outstanding on any record date shall be deemed to include the maximum number of
shares of GI Common Stock the issuance of which would be necessary to effect the
full exercise, exchange or conversion of all Convertible Securities outstanding
on such record date which are then exercisable, exchangeable or convertible at a
price (before giving effect to any adjustment to such price for the distribution
to which this paragraph (c) is being applied) equal to or less than the Current
Market Price per share of GI Common Stock on the applicable Determination Date,
if all of such Convertible Securities were deemed to have been exercised,
exchanged or converted immediately prior to the opening of business on such
record date. In case any subscription price may be paid in a consideration part
or all of which shall be in a form other than cash, the value of such
consideration shall be as determined by the Board of Directors of GI. Shares of
Common Stock owned by or held for the account of GI or any majority owned
subsidiary shall not be deemed outstanding for the purpose of any computation
under this paragraph (c).

    (d) In case GI shall distribute to all holders of GI Common Stock evidences
of its indebtedness or assets or subscription rights or warrants (excluding (x)
dividends or distributions referred to in paragraph (b) and distributions of
rights or warrants referred to in paragraph (c) and (y) cash dividends or other
cash distributions, unless such cash dividends or cash distributions are
Extraordinary Cash Dividends), the Common Exercise Price shall be adjusted by
multiplying the Common Exercise Price in effect immediately prior to the record
date for the determination of stockholders entitled to receive such distribution
by a fraction, of which the numerator shall be the number of shares of GI Common
Stock outstanding on such record date multiplied by the Current Market Price on
the Determination Date, less the fair market value (as determined by the Board
of Directors of GI) on such record date of the evidences of indebtedness,
assets, subscription rights or warrants to be distributed to the holders of GI
Common Stock (and to the holders of Convertible Securities referred to below if
the distribution to which this paragraph (d) applies is also being made to such
holders), and of which the denominator shall be the number of shares of GI
Common Stock outstanding on such record date multiplied by such Current Market
Price. For purposes of this paragraph (d), the number of shares of GI Common
Stock outstanding on any record date shall be deemed to include the maximum
number of shares of GI Common Stock the issuance of which would be necessary to
effect the full exercise, exchange or conversion of all Convertible Securities
outstanding on such record date which are then exercisable, exchangeable or
convertible at a price (before giving effect to

                                       10
<PAGE>
any adjustment to such price for the distribution to which this paragraph (d) is
being applied) equal to or less than the Current Market Price per share of GI
Common Stock on the applicable Determination Date, if all of such Convertible
Securities were deemed to have been exercised, exchanged or converted
immediately prior to the opening of business on such record date.

    For purposes of this paragraph (d), the term "EXTRAORDINARY CASH DIVIDEND"
shall mean any cash dividend with respect to the GI Common Stock the amount of
which, together with the aggregate amount of cash dividends on the GI Common
Stock to be aggregated with such cash dividend in accordance with the following
provisions of this paragraph, equals or exceeds the threshold percentage set
forth below in the following sentence. If, upon the date prior to the
Ex-Dividend Date with respect to a cash dividend on GI Common Stock, the
aggregate of the amount of such cash dividend together with the amounts of all
cash dividends on the GI Common Stock with Ex-Dividend Dates occurring in the
365 consecutive day period ending on the date prior to the Ex-Dividend Date with
respect to the cash dividend to which this provision is being applied (other
than any such other cash dividends with Ex-Dividend Dates occurring in such
period for which a prior adjustment to the Exercise Price was previously made
under this paragraph (d)) equals or exceeds on a per share basis 50% of the
average of the Closing Prices during the period beginning on the date after the
first such Ex-Dividend Date in such period and ending on the date prior to the
Ex-Dividend Date with respect to the cash dividend to which this provision is
being applied (except that if no other cash dividend has had an Ex-Dividend Date
occurring in such period, the period for calculating the average of the Closing
Prices shall be the period commencing 365 days prior to the date immediately
prior to the Ex-Dividend Date with respect to the cash dividend to which this
provision is being applied), such cash dividend together with each other cash
dividend with an Ex-Dividend Date occurring in such 365-day period that is
aggregated with such cash dividend in accordance with this paragraph shall be
deemed to be an Extraordinary Cash Dividend.

    The adjustment pursuant to the foregoing provisions of this paragraph (d)
shall be made successively whenever any distribution to which this paragraph (d)
applies is made, and shall become effective immediately after the record date
for the determination of stockholders entitled to receive the distribution.
Shares of GI Common Stock owned by or held for the account of GI or any majority
owned subsidiary shall not be deemed outstanding for the purposes of any such
adjustment.

    (e) In the event that this SECTION 17 requires adjustments to the Common
Exercise Price and number of Common Warrant Shares purchasable under more than
one of clause (iv) of the first sentence of paragraph (b), paragraph (c) or
paragraph (d), and the record dates for the distribution giving rise to such
adjustments shall occur on the same date, then such adjustments shall be made by
applying, first, the provisions of paragraph (b), second the provisions of
paragraph (d) and, third, the provisions of paragraph (c).

    (f) No adjustment in the Common Exercise Price shall be required if the
amount of such adjustment shall be less than 14 cents per Common Warrant Share;
PROVIDED, HOWEVER, that any adjustments which by reason of this subsection (f)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this SECTION 17 shall be made
to the nearest cent or to the nearest one-hundredth of a Common Warrant Share,
as the case may be.

    (g) In any case in which this SECTION 17 shall require that an adjustment in
the Common Exercise Price be made effective as of the record date for a
specified event, GI may elect to defer until the occurrence of such event (x)
issuing to the holder of any Common Stock Warrant exercised after such record
date the Common Warrant Shares, if any, issuable upon such exercise over and
above the Common Warrant Shares, if any, issuable upon such exercise on the
basis of the Common Exercise Price in effect prior to such adjustment and (y)
paying to such holder cash or its check in lieu of any fractional interest to
which such holder would be entitled pursuant to paragraph (k); PROVIDED,
HOWEVER, that GI shall deliver to such holder a due bill or other appropriate
instrument evidencing such holder's right to receive such

                                       11
<PAGE>
additional Common Warrant Shares and such cash upon the occurrence of the event
requiring such adjustment.

    (h) Upon each adjustment of the Common Exercise Price as a result of the
calculations made in subsections (b), (c), (d) or (j) of this SECTION 17, each
Warrant outstanding prior to the making of the adjustment in the Common Exercise
Price shall thereafter evidence the right to purchase, at the adjusted Common
Exercise Price, that number of Common Warrant Shares (calculated to the nearest
hundredth) obtained by (A) multiplying the number of Common Warrant Shares
purchasable upon exercise of a Common Stock Warrant prior to adjustment of the
number of Common Warrant Shares by the Common Exercise Price in effect prior to
adjustment of the Common Exercise Price and (B) dividing the product so obtained
by the Common Exercise Price in effect after such adjustment of the Common
Exercise Price.

    (i) If GI consolidates with or merges into, or transfers (other than by
mortgage or pledge) its properties and assets substantially as an entirety to,
another Person or GI is a party to a merger or binding share exchange which
reclassifies or changes its outstanding GI Common Stock, GI (or its successor in
such transaction) or the transferee of such properties and assets shall make
appropriate provision so that the Common Stock Warrants shall thereafter be
exercisable, upon the terms and conditions specified in this Agreement, for the
kind and amount of securities, cash or other assets receivable upon such
transaction by a holder of the number of Common Warrant Shares purchasable upon
exercise of the Common Stock Warrants immediately before the effective date of
such transaction (assuming, to the extent applicable, that such holder failed to
exercise any rights of election with respect thereto, and received per Common
Warrant Share the kind and amount of securities, cash or other assets received
per share of GI Common Stock by a plurality of the nonelecting shares of GI
Common Stock); and in any such case, if necessary, the provisions set forth in
this SECTION 17 with respect to the rights and interests thereafter of the
holder of the Common Stock Warrants shall be appropriately adjusted so as to be
applicable, as nearly as may reasonably be, to any such other securities or
assets thereafter deliverable on the exercise of the Common Stock Warrants.
Equivalent requirements to the foregoing shall also be applicable for the
protection of the rights of the holders of Preferred Stock Warrants based on the
Common Warrant Shares that would be issuable upon exchange of the GI Preferred
Stock for which such Preferred Stock Warrants are exercisable assuming for this
purpose that GI had exercised in full its right to require such exchange. The
subdivision or combination of the GI Common Stock at any time outstanding into a
greater or lesser number of shares of GI Common Stock shall not be deemed to be
a reclassification of the GI Common Stock for the purposes of this subsection.
GI shall not effect any such consolidation, merger, transfer or binding share
exchange unless prior to or simultaneously with the consummation thereof the
successor (if other than GI) resulting from such consolidation or merger or the
Person purchasing such assets or other appropriate Person shall assume, by
written instrument, the obligation to deliver to the holder of the Warrants such
securities, cash or other assets as, in accordance with the foregoing
provisions, such holder may be entitled to purchase and the other obligations
under this Agreement.

    (j) The Company may make such reductions in the Common Exercise Price, in
addition to those required by subsections (b), (c) and (d) of this SECTION 17,
as it shall in its sole discretion determine to be advisable.

    (k) If the number of Common Warrant Shares purchasable upon the exercise of
the Common Stock Warrants is adjusted pursuant to paragraph (h), the Company
shall nonetheless not be required to issue fractions of Common Warrant Shares
upon exercise of the Common Stock Warrants or to distribute share certificates
which evidence fractional Common Stock Warrant Shares. In lieu of fractional
Common Warrant Shares, there shall be paid to the Warrantholder at the time the
Common Stock Warrant is exercised as herein provided an amount in cash equal to
the same fraction of the current market value of a Common Warrant Share. For
purposes of this paragraph (k), the current market value of a Common Warrant
Share shall be the Closing Price of a Common Warrant Share for the Trading Day
immediately prior to the date of such exercise.

                                       12
<PAGE>
SECTION 17A. WARRANT SHARES ISSUABLE UPON EXERCISE OF A VESTED PREFERRED STOCK
  WARRANT.

    (a) After the vesting of a Preferred Stock Warrant and prior to the Warrant
Expiration Date for such Preferred Stock Warrant, one (1) share of GI Preferred
Stock is purchasable at the Preferred Exercise Price upon the exercise of one
(1) Preferred Stock Warrant, subject to adjustment as discussed below.

    (b) For so long as any Preferred Stock Warrants are outstanding, (i) GI
shall not amend, modify or withdraw the Certificate of Rights, Designations and
Preferences for the GI Preferred Stock, (ii) issue any shares of GI Preferred
Stock other than pursuant to the Preferred Stock Warrants issued to
Warrantholder and other cable television multiple systems operators; or (iii)
split, combine or reclassify the shares of GI Preferred Stock, in each case
without the prior written approval of Warrantholder, which may be unreasonably
withheld, except as may be required by law or stock exchange regulations. If,
and to the extent that, the Common Exercise Price or the number or kind of
Common Warrant Shares with respect to the Common Stock Warrants are adjusted
pursuant to Section 17, the Preferred Stock Exercise Price and the number and
kind of Common Warrant Shares for which a Preferred Warrant Share issuable upon
exercise of a Preferred Stock Warrant may be exchanged at the option of GI,
shall automatically be adjusted correspondingly in accordance with the terms of
the Preferred Stock Warrants.

SECTION 18. NOTICE TO WARRANTHOLDER.

    (a) Upon any adjustment of the Exercise Price or number of Warrant Shares
pursuant to SECTION 17 or SECTION 17A, GI within 20 days thereafter shall cause
to be given to the Warrantholder written notice of such adjustment setting forth
the Exercise Price after such adjustment and setting forth in reasonable detail
the method of calculation and the facts upon which such calculations are based
and setting forth the number of Warrant Shares (or portion thereof) purchasable
upon exercise of the Warrants after such adjustment in the Exercise Price or
number of Warrant Shares. Where appropriate, such notice may be given in advance
and included as a part of the notice required to be mailed under the provisions
of SECTION 18(B).

    (b) In case:

        (i) GI shall authorize the issuance to all holders of GI Common Stock of
    right or warrants to subscribe for or purchase shares of GI Common Stock or
    of any other subscription rights or warrants; or

        (ii) GI shall authorize the distribution to all holders of GI Common
    Stock of evidences of its indebtedness or assets (other than dividends
    payable in GI Common Stock); or

        (iii) of any consolidation, merger or binding share exchange to which GI
    is a party and for which approval of any shareholders of GI is required, or
    of the conveyance or transfer of the properties and assets of GI as, or
    substantially as, an entirety, or of any reclassification or change of
    outstanding Warrant Shares issuable upon exercise of the Warrants (other
    than a change in par value, or from par value to no par value, or from no
    par value to par value, or as a result of a subdivision or combination); or

        (iv) of the voluntary or involuntary dissolution, liquidation or winding
    up of GI; or

        (v) GI proposes to take any action (other than actions of the character
    described in SECTION 17(B), except as required under (iii) above) which
    would require an adjustment of the Exercise Price or number of Warrant
    Shares pursuant to SECTION 17 or SECTION 17A.

then GI shall cause to be given to the Warrantholder at least 20 days (or 10
days in any case specified in clauses (i) or (ii) above) prior to the applicable
record or effective date hereinafter specified, a written notice stating (x) the
date as of which the holders of record of GI Common Stock to be entitled to
receive any such rights, warrants or distribution are to be determined, or (y)
the date on which any such consolidation, merger, binding share exchange,
conveyance, transfer, dissolution, liquidation or winding up

                                       13
<PAGE>
is expected to become effective, and the date as of which it is expected that
holders of record of GI Common Stock shall be entitled to exchange their shares
of GI Common Stock for securities or other property, if any, deliverable upon
such reclassification, consolidation, merger, binding share exchange,
conveyance, transfer, dissolution, liquidation or winding up. The failure to
give the notice required by this SECTION 18(B) or any defect therein shall not
affect the legality or validity of any distribution, right, warrant,
consolidation, merger, binding share exchange, conveyance, transfer,
dissolution, liquidation or winding up, or the vote upon any such action.

SECTION 19. REGISTRATION RIGHTS.

    (a) DEMAND REGISTRATION RIGHTS.

        (i) At any time and from time to time after the date hereof, the
    Warrantholder and any transferee of Registrable Securities who becomes a
    party to this Agreement (the "TRANSFEREES"; and together with the
    Warrantholder, the "HOLDERS") shall have the right to request GI to effect
    the registration under the Securities Act of all or part of their
    Registrable Securities. Holders shall exercise such right by giving of a
    notice stating (A) the number of Registrable Securities to be included in
    such registration statement and (B) Holder's intended method of distribution
    (which may include an underwritten offering). Upon receipt by GI of any such
    request, GI shall promptly give notice of such proposed registration to all
    Holders who hold Registrable Securities and thereupon shall, as
    expeditiously as possible, use reasonable efforts to effect the registration
    under the Securities Act of:

           (A) all Registrable Securities that GI has been requested to register
       pursuant to clause (i) of this SECTION 19(A); and

           (B) all other Registrable Securities that Holders have, within 20
       days after GI has given such notice, requested GI to register;

all to the extent requisite to permit the sale or other disposition by the
Holders of the Registrable Securities so to be registered.

        (ii) If the managing underwriter, selected pursuant to SECTION 19(I)(A);
    of the public offering to be effected pursuant to a registration statement
    filed pursuant to clause (i) of this SECTION 19(A) of any Registrable
    Securities shall advise GI in writing (with a copy to each holder of
    Registrable Securities requesting registration) that, in its opinion, the
    number of securities requested to be included in such registration
    (including securities of GI that are not Registrable Securities) exceeds the
    number that can be sold in such offering without having an adverse effect on
    such offering, GI will include in such registration to the extent of the
    number that GI is so advised can be sold in such offering:

           (A) FIRST, Registrable Securities requested to be included in such
       registration by Holders pro rata based on the number of shares to be
       included; and

           (B) SECOND, other securities of GI proposed to be included pursuant
       to SECTION 19(A)(VIII) in such registration, in accordance with the
       priorities, if any, then existing among GI and the holders of such other
       securities.

        (iii) The Holders requesting inclusion in a registration statement under
    this SECTION 19(A) may withdraw from any requested registration pursuant to
    this SECTION 19(A) by giving written notice to GI prior to the date an
    underwriting agreement is executed or such registration statement becomes
    effective; PROVIDED, HOWEVER, that for a period of three months after such
    withdrawal, such Holders may not request any registration pursuant to this
    SECTION 19(A), unless (A) such Holders pay GI for its out-of-pocket expenses
    relating to such registration, (B) the registration statement had not been
    filed within 90 days of the initial request for registration pursuant to
    Section 19(a)(i) or had not become

                                       14
<PAGE>
    effective within 120 days of such request or (C) GI otherwise failed to
    comply with its obligations under this Section 19 with respect to such
    registration.

        (iv) GI shall not be required to effect more than a total of three
    effective registrations under this SECTION 19(A). Notwithstanding the
    foregoing, if the Holders withdraw from an offering after the registration
    statement for the shares to be offered thereby has become effective due to
    the occurrence of any of the events set forth in SECTIONS 19(C)(VI), (VII)
    OR (VIII), then such registration shall not be counted as an effective
    registration for purposes of this SECTION 19(A)(IV).

        (v) GI shall not be required to effect a registration pursuant to this
    SECTION 19(A) unless the offering includes Registrable Securities having a
    Fair Market Value of at least $10 million in the aggregate.

        (vii) GI shall not be required to effect any registration within six (6)
    months of the effective date of any other registration under this SECTION
    19(A).

        (viii) If the managing underwriter in an underwritten offering has not
    limited the number of Registrable Securities to be underwritten, then GI may
    include securities for its own account or for the account of others in such
    registration statement and underwriting if the managing underwriter so
    agrees and if the number of Registrable Securities held by Holders which
    would otherwise have been included in such registration statement and
    underwriting will not thereby be limited. The inclusion of such shares shall
    be on the same terms as the registration of Registrable Securities held by
    the Holders. In the event that the managing underwriter excludes some of the
    securities to be registered, the securities to be sold for the account of
    the Company and any other holders shall be excluded in their entirety prior
    to the exclusion of any Registrable Securities of the Holders.

    (b) "PIGGYBACK" REGISTRATIONS. If GI at any time proposes to register any of
its securities under the Securities Act (other than pursuant to SECTION 19(A))
on a registration statement on Form S-1, S-2 or S-3 or on any other form upon
which may be registered securities similar to the Registrable Securities for
sale to the general public except Form S-4 and Form S-8, GI will at each such
time give prompt notice to the Holders of its intention to do so setting forth
the date on which GI proposes to file such registration statement, which date
shall be no earlier than 30 days from the date of such notice, and advising the
Holders of their right to have Registrable Securities included therein. Upon the
written request of the Holders given to GI not less than 5 days prior to the
proposed filing date of such registration statement set forth in such notice, GI
will use reasonable best efforts to cause each of the Registrable Securities
that GI has been requested to register by the Holders to be registered under the
Securities Act. If the securities to be so registered for sale include
securities to be sold for the account of GI and to be distributed by or through
a firm of underwriters of recognized standing under underwriting terms
appropriate for such transaction, then the Registrable Securities shall also be
included in such underwriting, PROVIDED that if, in the reasonable written
opinion of the managing underwriter or underwriters, the total amount of such
securities to be so registered, when added to such Registrable Securities, will
exceed the maximum amount of GI's securities that can be marketed (i) at a price
reasonably related to their then current market value, or (ii) without otherwise
materially and adversely affecting the entire offering, GI will include in such
registration to the extent of the number which GI is so advised can be sold in
such offering securities determined as follows:

        (i) if such registration as initially proposed by GI was solely a
    primary registration of its securities:

           (A) FIRST, the securities proposed by GI to be sold for its own
       account,

           (B) SECOND, any Registrable Securities requested to be included in
       such registration pro rata among the Holders of such Registrable
       Securities and the holders of such other shares of GI Common Stock on the
       basis of the number of Registrable Securities and other shares of GI
       Common Stock requested to be included by each such holder, and

                                       15
<PAGE>
           (C) THIRD, any other securities of GI proposed to be included in such
       registration statement in accordance with the provisions, if any, then
       existing among the holders of such securities, and

        (ii) if such registration as initially proposed by GI was in whole or in
    part requested by holders of securities of GI, other than Holders of
    Registrable Securities, pursuant to demand registration rights,

           (A) FIRST, such securities held by the holders initiating such
       registration, pro rata among the holders thereof, on the basis agreed
       upon by such holders and GI,

           (B) SECOND, Registrable Securities requested to be included in such
       registration pro rata among the Holders of such Registrable Securities
       and the holders of such other shares of GI Common Stock on the basis of
       the number of Registrable Securities and other shares of GI Common Stock
       requested to be included by each such holder, and

           (C) THIRD, any securities of GI proposed to be included in such
       registration statement in accordance with the priorities, if any, then
       existing among the holders of such securities.

    To the extent that the managing underwriter in an underwritten offering
pursuant to this Section 19(b) determines that the public sale or other
distribution of any Registrable Securities, shares of GI Common Stock or other
securities of GI other than those included in such underwritten offering should
be delayed following the effective date of such registration statement, the
Holders agree to enter, together with and on the same terms as GI and any other
holders of securities included in such registration statement, into an agreement
not to sell any other Registrable Securities, shares of GI Common Stock or other
securities of GI during such period following the effective date of such
registration statement as the managing underwriter reasonably determines is
necessary in connection with such underwritten offering, which period shall in
no event exceed 180 days following the effective date of such registration
statement.

    The Holders requesting inclusion in a registration statement under this
SECTION 19(B) may withdraw from any requested registration pursuant to this
SECTION 19(B) by giving written notice to GI prior to the date an underwriting
agreement is executed or such registration statement becomes effective.

    (c) GI'S OBLIGATIONS IN REGISTRATION. If and whenever GI is obligated by the
provisions of this SECTION 19 to use reasonable best efforts to effect the
registration of any Registrable Securities under the Securities Act, GI will:

        (i) prepare and file with the Commission, as expeditiously as possible
    within 90 days after the initial request from holders to register such
    Registrable Securities, a registration statement with respect to such
    Registrable Securities and use reasonable best efforts to cause such
    registration statement to become effective within 180 days after such
    initial request and to remain effective; PROVIDED, HOWEVER, that GI shall
    not be required to keep such registration statement effective, or to prepare
    and file any amendments or supplements thereto, later than the earlier of
    (x) such time as all Registrable Securities have been sold and (y) 5:00
    P.M., New York City time, on the last business day of the sixth month
    following the date on which such registration statement becomes effective
    under the Securities Act or such longer period during which the Commission
    requires that such registration statement be kept effective with respect to
    any of the Registrable Securities so registered;

        (ii) prepare and file with the Commission such amendments and
    supplements to such registration statement and the prospectus used in
    connection therewith as may be necessary to keep such registration statement
    effective and to comply with provisions of the Securities Act with respect
    to the disposition of all Registrable Securities covered by such
    registration statement whenever the Holders for whom such Registrable
    Securities are registered or are to be registered shall desire to dispose of
    the same, subject, however, to the proviso contained in the immediately
    preceding clause (i);

       (iii) furnish each Holder for whom such Registrable Securities are
    registered or are to be registered such numbers of copies of each
    registration statement and printed prospectus, including a

                                       16
<PAGE>
    preliminary prospectus and any amendments or supplements thereto, in
    conformity with the requirements of the Securities Act, and such other
    documents and information as such Holder may reasonably request in order to
    facilitate the disposition of such Registrable Securities;

        (iv) use reasonable best efforts to register or qualify the Registrable
    Securities covered by such registration statement under such other
    securities or blue sky laws of such jurisdictions as each Holder shall
    reasonably request, and do any and all other acts and things that may be
    necessary or advisable to enable such Holder to consummate the disposition
    in such jurisdictions of such Registrable Securities except that GI shall
    not for any purpose be required to (A) qualify generally to do business as a
    foreign corporation in any jurisdiction wherein it would not but for the
    requirements of this clause (iv) be obligated to be so qualified, (B)
    subject itself to taxation in any such jurisdiction or (C) consent to
    general service of process in any such jurisdiction unless GI is already
    subject to general service of process in such jurisdiction;

        (v) furnish to the Holders for whom such Registrable Securities are
    registered or are to be registered at the time of the disposition of such
    Registrable Securities by such Holders a signed copy of an opinion of
    counsel for GI reasonably acceptable to such holders as to such matters as
    such holders may reasonably request and substantially to the effect that, a
    registration statement covering such Registrable Securities has been filed
    with the Commission under the Securities Act and has been made effective by
    order of the Commission; said registration statement and the prospectus
    contained therein comply as to form in all material respects with the
    requirements of the Securities Act and, based upon such investigation and
    inquiry as said counsel deems necessary or appropriate, nothing has come to
    said counsel's attention that would cause it to believe that either said
    registration statement or said prospectus contains an untrue statement of a
    material fact or omits to state a material fact required to be stated
    therein or necessary to make the statements therein (in the case of said
    prospectus, in the light of the circumstances under which they were made)
    not misleading; said counsel knows of no legal or governmental proceedings
    required to be described in said prospectus that are not described as
    required, or of any contract or documents of a character required to be
    described in said registration statement or said prospectus or to be filed
    as an exhibit to said registration statement or to be incorporated by
    reference therein that is not described and filed as required; no stop order
    has been issued by the Commission suspending the effectiveness of such
    registration statement and that, to the best of such counsel's knowledge, no
    proceedings for the issuance of such a stop order are threatened or
    contemplated; and the applicable provisions of the securities or blue sky
    laws of each state in which GI shall be required, pursuant to clause (iv) of
    this SECTION 19(C), to register or qualify such Registrable Securities, have
    been complied with, assuming the accuracy and completeness of the
    information furnished to such counsel with respect to each filing relating
    to such laws; it being understood that said counsel may rely, as to all
    factual matters and financial data treated therein, on certificates of GI
    (copies of which shall be delivered to such Holders), and as to all
    questions of the laws of each state in which GI shall be so required to
    register or qualify such Registrable Securities, on the opinion of counsel
    from such state reasonably acceptable to such Holders, copies of which shall
    be delivered to such Holders;

        (vi) immediately notify each Holder of Registrable Securities covered by
    such registration statement, at any time when a prospectus relating thereto
    is required to be delivered under the Securities Act, of the happening of
    any event as a result of which the prospectus included in such registration
    statement, as then in effect, includes an untrue statement of a material
    fact or omits to state any material fact required to be stated therein or
    necessary to make the statements therein not misleading in the light of the
    circumstances under which they were made, and at the request of any such
    Holder promptly prepare and furnish to such Holder a reasonable number of
    copies of a supplement to or an amendment of such prospectus as may be
    necessary so that, as thereafter delivered to the purchasers of such
    securities, such prospectus shall not include an untrue statement of

                                       17
<PAGE>
    a material fact or omit to state a material fact required to be stated
    therein or necessary to make the statements therein not misleading in the
    light of the circumstances under which they were made;

       (vii) advise each Holder of Registrable Securities covered by such
    registration statement, promptly after it shall receive notice or obtain
    knowledge thereof, of the issuance of any stop order by the Commission
    suspending the effectiveness of such Registration Statement or the
    initiation or threatening of any proceeding for that purpose; and use its
    reasonable best efforts to comply with all applicable rules and regulations
    of the Commission, and make generally available to the seller of Registrable
    Securities covered by such Registration Statement, earnings statements
    satisfying the provisions of Section 11(a) of the Securities Act, no later
    than forty-five (45) days after the end of any twelve (12) month period (or
    ninety (90) days, if such period is a fiscal year) (a) commencing at the end
    of any fiscal quarter in which Securities are sold to underwriters in an
    underwritten offering, or (b) if not sold to underwriters in such an
    offering, beginning with the first day of the month of GI's first fiscal
    quarter commencing after the effective date of a registration statement;

      (viii) permit any holder holding Registrable Securities covered by such
    registration statement or prospectus to withdraw their Registrable
    Securities from such registration statement or prospectus if such Holder has
    informed GI that it reasonably believes that such amendment or supplement
    does not comply in all material respects with the requirements of the
    Securities Act or the rules and regulations thereunder, after having been
    furnished with a copy thereof at least five (5) business days prior to the
    filing thereof;

        (ix) enter into such customary agreements (including an underwriting
    agreement in customary form, if applicable) and take all such other actions
    as holders of a majority of the Registrable Securities being sold or the
    underwriters retained by such Holders, if any, reasonably request in order
    to expedite or facilitate the disposition of such Registrable Securities,
    including customary opinions and indemnification and lock-up agreements;

        (x) if requested by the managing underwriters or a Holder of Registrable
    Securities being sold in connection with an underwritten offering, promptly
    incorporate in a prospectus supplement or post-effective amendment such
    information as the managing underwriters and the holders of a majority of
    the Registrable Securities being sold agree should be included therein
    relating to the plan of distribution with respect to such Registrable
    Securities including, without limitation, information with respect to the
    securities being sold to such underwriters, the purchase price being paid
    therefor by such underwriters and with respect to any other terms of the
    underwritten offering of the Registrable Securities to be sold in such
    offering; and make all required filings of such prospectus supplement or
    post-effective amendment as soon as notified of the matters to be
    incorporated in such prospectus supplement or post-effective amendment;

        (xi) list such Registrable Securities on any securities exchange on
    which the GI Common Stock is then listed, if such Registrable Securities are
    not already so listed and if such listing is then permitted under the rules
    of such exchange, and provide a transfer agent and registrar for such
    Registrable Securities covered by such registration statement not later than
    the effective date of such registration statement; and

       (xii) obtain a CUSIP number for all Registrable Securities (unless
    already obtained) not later than the effective date of such registration
    statement.

        The period of time that GI is obligated to keep any registration
    statement effective, or to prepare and file any amendments or supplements
    thereto, pursuant to SECTION 19(C)(I) shall be extended by the number of
    days that any such Holder is unable to sell Registrable Securities due to
    the matters discussed in SECTIONS 19(C)(VI) AND (VII) above.

    (d) PAYMENT OF REGISTRATION EXPENSES. GI shall pay all Registration Expenses
in connection with each registration pursuant to this SECTION 19.

                                       18
<PAGE>
    (e) INFORMATION FROM HOLDERS. Notices and requests delivered by the
Warrantholder to GI pursuant to this SECTION 19 shall contain the information
required by SECTION 19(A)(I).

    (f) INDEMNIFICATION.

        (i) INDEMNIFICATION BY GI. In the event of any registration under the
    Securities Act of any Registrable Securities pursuant to this SECTION 19, GI
    hereby agrees to indemnify and hold harmless the Holders, their respective
    agents, directors and officers, each other person, if any, who controls
    (within the meaning of the Securities Act) the Holders and each other person
    (including underwriters) who participates in the offering of such
    Registrable Securities, against any losses, claims, damages or liabilities,
    to the extent that such losses, claims, damages or liabilities (or
    proceedings in respect thereof) arise out of or are based upon any untrue
    statement or alleged untrue statement of any material fact contained in any
    registration statement, on the effective date thereof, under which such
    Registrable Securities were registered under the Securities Act, in any
    preliminary prospectus or final prospectus contained therein or in any
    amendment or supplement to any preliminary prospectus or final prospectus
    (if used during the period GI is required to keep such registration
    statement current in any such case), or arise out of or are based upon the
    omission or alleged omission to state therein a material fact required to be
    stated therein or necessary to make the statements therein not misleading,
    or any violation by GI of the Securities Act or state securities or blue sky
    laws and relating to action or inaction required of GI in connection with
    the registration or qualification of securities under such laws and will
    reimburse such Holders, such agents, directors and officers and each such
    controlling person or participating person (including underwriters) for any
    legal or any other expenses reasonably incurred by such Holders, such
    agents, directors and officers or such controlling person or participating
    person (including underwriters) in connection with investigating or
    defending any such loss, claim, damage, liability or proceeding, PROVIDED,
    that GI will not be liable in any such case to the extent that any such
    loss, claim, damage or liability arises out of or is based upon an untrue
    statement or alleged untrue statement or omission or alleged omission made
    in such registration statement, said preliminary or final prospectus or said
    amendment or supplement in reliance upon and in conformity with written
    information furnished to GI by an instrument duly executed by such Holder or
    such controlling or participating person (including underwriters), as the
    case may be, specifically for use in the preparation of such registration
    statement; and PROVIDED, FURTHER, that, with respect to any untrue statement
    or omission or alleged untrue statement or omission made in any preliminary
    prospectus, GI will not be liable to any holder to the extent that any loss,
    claim, damage, liability or expense results from the fact that a current
    copy of the final prospectus was not sent or given to the Person asserting
    any such loss, claim, damage, liability or expense at or prior to the
    written confirmation of the sale of the Registrable Securities concerned to
    such Person if it is determined that it was the responsibility of such
    Holder to provide such Person with a current copy of the final prospectus
    and such current copy of the final prospectus was provided to such Holders
    and would have cured the defect giving rise to such loss, claim, damage,
    liability or expense.

        (ii) INDEMNIFICATION BY THE HOLDERS. The Holders, each individually and
    not jointly, agree to indemnify and hold harmless GI, its respective agents,
    directors and officers, each other person, if any, who controls (within the
    meaning of the Securities Act) GI and each other person (including
    underwriters) who participates in the offering of such Registrable
    Securities, against all losses, claims, damages and liabilities to which GI,
    may become subject under the Securities Act or otherwise, insofar as such
    losses, claims, damages or liabilities arise out of or are based upon any
    untrue statement of any material fact contained in any such registration
    statement, on the effective date thereof, under which such Registrable
    Securities were registered under the Securities Act, in any preliminary
    prospectus or final prospectus contained therein or in any amendment or
    supplement to any preliminary prospectus or final prospectus (if used during
    the period GI is required to keep such registration statement current in any
    such case), or arise out of or are based upon the omission or alleged
    omission to state therein a material fact required to be stated therein or
    necessary to make the

                                       19
<PAGE>
    statements therein not misleading, but only if and to the extent that any
    such loss, claim, damage or liability arises out of or is based upon any
    such statement or omission made in such registration statement, said
    preliminary or final prospectus or said amendment or supplement in reliance
    upon and in conformity with written information furnished to GI by an
    instrument duly executed by the Holders or such underwriter, as the case may
    be, and specifically stated to be for use in the preparation of such
    registration statement.

       (iii) NOTICES OF CLAIMS, ETC. Each party entitled to be indemnified
    pursuant to SECTION 19(F)(I) OR (II) above, promptly but not later than 30
    days after its receipt of notice of the commencement of any action against
    it in respect of which indemnity may be sought from any indemnifying party
    pursuant to this SECTION 19(F), shall notify such indemnifying party in
    writing of the commencement thereof. In case any such action shall be
    brought against any indemnified party and it shall notify such indemnifying
    party of the commencement thereof, such indemnifying party will be entitled
    to participate therein and, to the extent that it may wish, to assume the
    defense thereof, with counsel satisfactory to such indemnified party, and
    such indemnified party may participate in such defense, which participation
    by the indemnified party shall be at its expense unless (i) the employment
    of counsel by such indemnified party has been authorized by the indemnifying
    party, (ii) the indemnified party shall have been advised by its counsel in
    writing that there is a conflict of interest between the indemnifying party
    and the indemnified party in the conduct of the defense of such action (in
    which case the indemnifying party shall not have the right to direct the
    defense of such action on behalf of the indemnified party) or (iii) the
    indemnifying party shall not in fact have employed counsel to assume the
    defense of such action, in each of which cases the fees and expenses of the
    indemnified party's counsel shall be at the expense of the indemnifying
    party. The failure of any such indemnified party to give notice as provided
    herein shall not relieve such indemnifying party of its obligations under
    this SECTION 19(F) unless such failure to give notice shall materially
    adversely affect such indemnifying party in the defense of any such claim or
    any such litigation. With respect to any claim or litigation the defense of
    which is being conducted by such indemnifying party, no indemnified party
    shall, except with the consent of such indemnifying party, consent to entry
    of any judgment or enter into any settlement of any claim as to which
    indemnity may be sought. No indemnifying party, in the defense of any such
    claim or litigation, shall, except with the consent of each indemnified
    party, consent to entry of any judgment or enter into any settlement which
    does not include as an unconditional term thereof the giving by the claimant
    or plaintiff to such indemnified party of a release from all liability in
    respect to such claim or litigation.

        (iv) CONTRIBUTION. To the extent that the undertaking to indemnify, pay
    and hold harmless set forth in paragraphs (i) and (ii) of this SECTION 19(F)
    may be unenforceable because it is violative of any law or public policy,
    each party that would have been required to provide the indemnity shall
    contribute the maximum portion which it is permitted to pay and satisfy
    under applicable law, to the payment and satisfaction of all indemnified
    liabilities incurred by each party entitled to indemnification under this
    SECTION 19(F); provided that in no event shall a Holder of Registrable
    Securities be required to contribute an amount greater than the dollar
    amount of net proceeds received by such holder upon the sale of such
    Registrable Securities.

    (g) EXCHANGE OF CERTIFICATES. As soon as possible after the effectiveness of
any registration statement under the Securities Act pursuant to this SECTION 19,
GI will deliver to the Holders of any Warrant Shares so registered, upon demand
of the Holders and their delivery to GI of a certificate or certificates
representing such Warrant Shares bearing the legend set forth in SECTION 20(A),
a new certificate or certificates representing such Warrant Shares but not
bearing such legend.

    (h) OBLIGATIONS OF THE HOLDERS. The Holders agree:

        (i) that upon receipt of any notice from GI of the happening of any
    event of the kind described in SECTION 19(C)(VI), the Holders will forthwith
    discontinue its disposition of Registrable Securities

                                       20
<PAGE>
    pursuant to the registration statement relating to such Registrable
    Securities until its receipt of the copies of the supplemented or amended
    prospectus contemplated by SECTION 19(C)(VI) and, if so directed by GI, will
    use it reasonable best efforts to deliver to GI (at GI's expense) all
    copies, other than permanent file copies, then in such Holder's possession
    of the prospectus relating to such Registrable Securities current at the
    time of receipt of such notice, and

        (ii) that they will immediately notify GI at any time when a prospectus
    relating to the registration of such Registrable Securities is required to
    be delivered under the Securities Act, of the happening of any event as a
    result of which information previously furnished by such Holder to GI in
    writing specifically for inclusion in such prospectus contains an untrue
    statement of a material fact or omits to state any material fact required to
    be stated therein or necessary to make the statements therein not misleading
    in the light of the circumstances under which they were made.

    (i) UNDERWRITTEN REGISTRATION. (A) If any of the Registrable Securities
covered by a registration pursuant to SECTION 19(A) are to be sold in an
underwritten offering, the investment banker or investment bankers and manager
or managers that will administer the offering will be selected by the Holders of
a majority in Fair Market Value of such Registrable Securities included in such
offering. No Person may participate in any such underwritten registration
hereunder unless such Person (a) agrees to sell its Registrable Securities, GI
Common Stock or other securities of GI on the basis provided in an underwriting
agreement provided by the Holders of a majority in Fair Market Value of the
Registrable Securities to be sold in such underwritten offering and (b)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements.

    (B) If any of the Registrable Securities covered by a registration pursuant
to SECTION 19(B) are to be sold in an underwritten offering, the investment
banker or investment bankers and manager or managers that will administer the
offering will be selected by the holders of a majority in Fair Market Value of
securities being registered. No Holder may participate in any such underwritten
registration hereunder unless such Holder (a) agrees to sell its Registrable
Securities on the basis provided in an underwriting agreement approved by, GI or
the holders of a majority in Fair Market Value of the securities being
registered and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.

    (j) EXCHANGE ACT COMPLIANCE. The Company shall comply with all of the
reporting requirements of the Exchange Act and shall comply with all other
public information reporting requirements of the Commission which are conditions
to the availability of Rule 144 for the sale of Registrable Securities. GI shall
cooperate with each Holder in supplying such information as may be necessary for
such Holder to complete and file any information reporting forms presently or
hereafter required by the Commission as a condition to the availability of Rule
144.

SECTION 20. RESTRICTIONS ON TRANSFERABILITY OF WARRANT SHARES.

    Notwithstanding any provisions contained in this Agreement to the contrary,
the Warrants and the related Warrant Shares shall not be transferable except
upon the conditions specified in SECTION 5, 7, 8, if and to the extent
applicable, and in this SECTION 20, which conditions are intended, among other
things, to ensure compliance with the provisions of the Securities Act in
respect of the transfer of the Warrant Shares. The Warrantholder agrees that it
will not (i) transfer any Warrant Shares prior to delivery to GI of the opinion
of counsel (who may be an employee of the Warrantholder) (which opinion shall be
reasonably satisfactory to GI) referred to in, and to the effect described in,
clause (i) of SECTION 20(B), or until registration of such Warrant Shares under
the Securities Act has become effective, or (ii) transfer any Warrant Shares
without compliance with SECTIONS 5, 7 AND 8. The Warrantholder agrees that such
opinion of counsel must be reasonably satisfactory to GI.

                                       21
<PAGE>
    (a) RESTRICTIVE LEGEND; WARRANTHOLDER'S REPRESENTATION. Unless and until
otherwise permitted by this SECTION 20, Warrant Certificates and each
certificate representing Warrant Shares, and any certificate issued at any time
upon transfer of, or in exchange for or replacement of, any certificate bearing
the legend set forth below shall be stamped or otherwise imprinted with a legend
in substantially the following form:

    "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
    UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED,
    OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF OR AN
    EXEMPTION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
    SUBJECT TO THE TERMS AND CONDITIONS OF THAT WARRANT AGREEMENT DATED AS OF
    DECEMBER 16, 1997, BY AND BETWEEN THE WARRANTHOLDER AND NEXTLEVEL SYSTEMS,
    INC. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE
    SECRETARY OF NEXTLEVEL SYSTEMS, INC."

    The Warrantholder represents and warrants, and in entering into this
Agreement with GI, understands and acknowledges, that it is acquiring the
Warrants and Warrant Shares for its own account for investment purposes and not
with a view to, or for sale in connection with, any distribution (as such term
is used under Section 2(11) of the Securities Act) thereof. Without limiting the
foregoing, the Warrantholder acknowledges and agrees that the Warrants have not
and will not be registered under the Securities Act or any applicable state
securities laws and it agrees that it will reoffer or resell the Warrant Shares
purchased by it under this Agreement (i) only (A) to GI, (B) pursuant to any
transaction under and meeting the requirements of Rule 144A, as amended from
time to time, promulgated under the Securities Act, (C) pursuant to an exemption
from registration under the Securities Act in accordance with Rule 144, as
amended from time to time, promulgated under the Securities Act, or (D) in
accordance with any other available exemption from the requirements of Section 5
of the Securities Act and (ii) in accordance with any applicable federal and
state securities laws. The Warrantholder further agrees to hold GI harmless from
any claim, demand or liability for broker's or finder's placement fees or
commissions payable by the Warrantholder alleged to have been incurred by the
Warrantholder in connection with this transaction. The Warrantholder and each
holder of Warrant Shares by its acceptance of such security further understands
that such security may bear a legend as contemplated by this SECTION 20.

    (b) STATEMENT OF INTENTION TO TRANSFER; OPINION OF COUNSEL. The
Warrantholder, by its acceptance of this Agreement, agrees that prior to any
transfer of any Warrant Shares, the Warrantholder will deliver to GI a notice of
such proposed transfer and a signed copy of the opinion of the Warrantholder's
counsel (who may be an employee of Warrantholder) reasonably satisfactory to GI
as to the necessity or non-necessity for registration under the Securities Act
in connection with such transfer.

        (i) If, in the opinion of the Warrantholder's counsel (which opinion
    shall be reasonably satisfactory to GI) , the proposed transfer of any
    Warrant Shares may be effected without registration under the Securities Act
    of such Warrant Shares, then the Warrantholder shall be entitled to transfer
    such Warrant Shares in accordance with the intended method of disposition
    specified in the notice delivered by the Warrantholder to GI.

        (ii) Notwithstanding the foregoing provisions of this SECTION 20(B), no
    opinion of any counsel need be furnished (x) in the event of any proposed
    transfer of any Warrant to an institutional investor who is an "accredited
    investor" as defined in Regulation D promulgated under the Securities Act
    and which transfer is otherwise exempt from the registration requirements of
    the Securities Act or (y) in the event of any proposed transfer of Warrant
    Shares in connection with a registration under the Securities Act.

    (c) TERMINATION OF RESTRICTIONS. Notwithstanding the foregoing provisions of
this SECTION 20, the restrictions imposed by this SECTION 20 upon the
transferability of the Warrant Certificates and the Warrant Shares shall cease
and terminate as to any particular Warrant Certificate or shares of capital
stock when,

                                       22
<PAGE>
(i) such Warrant Certificate or Warrant Shares shall have been effectively
registered under the Securities Act and sold by the Warrantholder in accordance
with such registration or (ii) in the opinion of counsel for the holder of such
Warrant Certificate or Warrant Shares, if such opinion is satisfactory in form
and substance to GI, such restrictions are no longer required in order to ensure
compliance with the Securities Act. If and whenever the restrictions imposed by
this SECTION 20 shall terminate as to a Warrant Certificate (or to any shares of
capital stock) as hereinabove provided, the Warrantholder may and GI shall, as
promptly as practicable upon the request of the Warrantholder and at GI's
expense, cause to be stamped or otherwise imprinted upon such Warrant
Certificate or such shares of capital stock a legend in substantially the
following form:

        "The restrictions on transferability of this [these] [Warrant
    Certificate/securities] terminated on , 199 [20 ], and are of no further
    force or effect."

    All Warrant Certificates issued upon transfer, division or combination of,
or in substitution for, any Warrant Certificate or Warrant Certificates entitled
to bear such legend shall have a similar legend endorsed thereon. Whenever the
restrictions imposed by this SECTION 20 shall terminate as to any Warrant
Certificate or as to any shares of capital stock, as hereinabove provided, the
Warrantholder shall be entitled to receive from GI without expense, a new
Warrant Certificate or new shares of capital stock not bearing the restrictive
legend set forth in Subsection (a) of this SECTION 20.

SECTION 21. REPRESENTATIONS AND WARRANTIES; CERTAIN COVENANTS.

    GI represents and warrants to the Warrantholder that:

    (a) ORGANIZATION AND STANDING. GI (x) is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and is duly qualified or licensed to do business and in good standing in each
jurisdiction in which the failure to be so qualified or licensed and in good
standing (individually or in the aggregate) would have a material adverse effect
on GI, and (y) has all requisite corporate power and authority necessary to
enable it to carry on its business as now conducted, to enter into this
Agreement, to issue the Warrants and to carry out the transactions contemplated
hereby and thereby.

    (b) CAPITALIZATION. The authorized capital stock of GI consists of as of the
date hereof 400,000,000 shares of GI Common Stock, and 20,000,000 shares of
preferred stock, par value $.01 per share, issuable in series ("PREFERRED
STOCK"). The rights, privileges and preferences of the GI Common Stock and
Preferred Stock are as stated in the Company's Amended and Restated Certificate
of Incorporation. As of the date hereof, there are issued and outstanding
147,999,599 shares of GI Common Stock, no shares of Preferred Stock and no other
shares of capital stock. All such issued and outstanding GI Common Stock have
been duly authorized and validly issued, are fully paid and nonassessable, and
were issued in compliance with all applicable state and federal securities laws.
As of the date hereof, there are no outstanding options, warrants or other
rights to purchase or otherwise acquire equity securities of GI, securities
convertible into or exchangeable for equity securities of GI, options, warrants
or other rights to purchase or otherwise acquire any such convertible or
exchangeable securities, or agreements to issue or grant any of the foregoing,
other than pursuant to employee benefit plans of the Company, the Rights
Agreement or pursuant to agreements entered into in connection or simultaneously
with this Transaction (including agreements with affiliates of Warrantholder and
agreements with certain cable television multiple system operators).

    (c) AUTHORIZATION. All corporate action on the part of GI and its officers,
directors and shareholders necessary for the authorization, execution and
delivery of, and the performance of all obligations of GI under, this Agreement
and, upon issuance in accordance with the terms of this Agreement, the Warrants,
and for the authorization, issuance and delivery of the Warrants and of the
Warrant Shares issuable upon exercise of the Warrants has been taken. This
Agreement has been duly executed and delivered by GI, and this Agreement
constitutes, and the Warrants when issued and delivered in accordance with the
terms of

                                       23
<PAGE>
this Agreement shall constitute, the legal, valid and binding obligations of GI,
enforceable against GI in accordance with their respective terms, subject to:
(x) judicial principles respecting election of remedies or limiting the
availability of specific performance, injunctive relief and other equitable
remedies; and (y) bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect generally relating to or affecting
creditors' rights.

    (d) NO CONFLICTS. The execution and delivery by GI of this Agreement and the
Warrants and the performance by GI of its obligations hereunder and thereunder
and the consummation of the transactions contemplated hereby and thereby do not
and will not conflict with, result in any violation of or default (with or
without notice or lapse of time or both) under, give rise to a right of
termination, cancellation or acceleration or any material obligation or to the
loss of any material benefit under or result in or require the creation,
imposition or extension of any lien, security interest, restriction or other
encumbrance upon any of GI's properties or assets (other than those imposed
under this Agreement or the Warrants) under (i) any oral or written contract,
indenture, mortgage, lease, deed, commitment, agreement, arrangement or legally
binding understanding or instrument, (ii) any provision of its constitutive or
governing documents or (iii) any law, statute, ordinance, rule, regulation,
judgment, order, decree or arbitral award, except for any such conflicts,
violations, defaults, rights, obligations or losses that, individually or in the
aggregate, would not have a material adverse effect on GI or its ability to
consummate the transactions contemplated under this Agreement or the Warrants.

    (e) SEC FILINGS. GI has filed all required reports, schedules, forms,
statements and other documents with the Securities and Exchange Commission
("SEC") since July 25, 1997 (as such documents have been amended prior to the
date hereof, the "GI SEC DOCUMENTS"). As of their respective dates, the GI SEC
Documents complied in all material respects with the requirements of the
Securities Act and the Exchange Act, as the case may be, and the rules and
regulations of the SEC promulgated thereunder applicable to such GI SEC
Documents. None of the GI SEC Documents contains any untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading, except to the extent such statements
have been modified or superseded by a later GI SEC Document.

    (f) NO BROKERS. GI agrees to hold the Warrantholder harmless from any claim,
demand or liability for broker's or finder's placement fees or commissions
payable by GI alleged to have been incurred by GI in connection with this
transaction.

SECTION 21A. REPRESENTATION AND WARRANTY OF THE COMPANY.

    The Company represents and warrants to GI that it is financially capable of
performing all of its obligations under this Agreement and the Purchase
Agreement.

SECTION 22. NO RIGHTS OR LIABILITIES AS STOCKHOLDER.

    The Warrant Certificates shall not be construed as conferring upon the
Warrantholder the right to vote or to consent or to receive notice as a
stockholder in respect of the meetings of stockholders or the election of
directors of GI or any other matter, or any rights whatsoever as a stockholder
of GI, including, without limitation, the right to receive any dividends or
other distributions paid by GI in respect of the GI Common Stock. No provision
hereof, in the absence of affirmative action by the Warrantholder to purchase
Warrant Shares, and no mere enumeration herein of the rights or privileges of
the Warrantholder, shall give rise to any liability of such holder for the
Exercise Price or as a stockholder of GI, whether such liability is asserted by
GI or by creditors of GI.

SECTION 23. DEFINITIONS.

    The terms defined in this SECTION 23, whenever used in this Agreement,
shall, unless the context otherwise requires, have the respective meanings
hereinafter specified and, unless the context otherwise

                                       24
<PAGE>
requires, words in the singular or in the plural shall each include the singular
and the plural and the use of any gender shall include all genders.

    "AFFILIATE" shall mean, with respect to a specified Person, another Person
that directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with the Person specified.

    "AGREEMENT" shall mean this Warrant Issuance Agreement as it may be from
time to time amended, supplemented or restated.

    "BOARD OF DIRECTORS" shall mean the Board of Directors of GI.

    "BUSINESS COMBINATION" means any merger, consolidation, sale of assets or
other business combination by GI with one or more Persons in which cash or
non-cash consideration is distributed to holders of any shares of GI Common
Stock.

    "BUSINESS DAY" shall mean any day other than Saturday, Sunday or a day on
which banking institutions in New York City are authorized or obligated by law
to close.

    "CLOSING PRICE" of a share of GI Common Stock on any Trading Day means the
last reported sales price, regular way, for such Trading Day as reported on the
New York Stock Exchange.

    "COMMON EXERCISE PRICE" shall mean $[ ] per Common Warrant Share, as the
same may be adjusted pursuant to this Agreement.

    "COMMON STOCK WARRANTS" shall have the meaning assigned to such term in
SECTION 1.

    "COMMON WARRANT SHARES" shall mean shares of GI Common Stock and/or such
other securities, property and cash that the Warrantholder shall be entitled to
receive upon exercise of the Common Stock Warrants pursuant to the provisions of
SECTION 17, including, without limitation, subsection (b) thereof.

    "COMMISSION" shall mean the Securities and Exchange Commission and any other
similar or successor agency of the federal government administering the
Securities Act or the Exchange Act.

    "COMPANY" shall have the meaning assigned to such term in the preamble to
this Agreement.

    "COMPETITOR" shall mean a competitor of GI that is engaged in the business
of selling the same types of products to the same types of customers as GI,
which competitors are set forth in the most recent written list of competitors
delivered by GI to Warrantholder (as supplemented from time to time after the
date hereof).

    "COMPETITOR OFFER" shall have the meaning assigned to such term in SECTION
7(A).

    "CONVERTIBLE SECURITIES" shall mean convertible into or exercisable or
exchangeable for GI Common Stock at the option of the holder thereof, or which
otherwise entitle the holder thereof to subscribe for, purchase or otherwise
acquire GI Common Stock.

    "CURRENT MARKET PRICE", on the Determination Date for any issuance of rights
or warrants or any distribution in respect of which the Current Market Price is
being calculated, shall mean the average of the daily Closing Prices of the GI
Common Stock for the shortest of:

    (i) the period of 30 consecutive Trading Days commencing 45 Trading Days
before such Determination Date;

    (ii) the period commencing on the date next succeeding the first public
announcement of the issuance of rights or warrants or the distribution in
respect of which the Current Market Price is being calculated and ending on the
last full Trading Day before such Determination Date; and

    (iii) the period, if any, commencing on the date next succeeding the
Ex-Dividend Date with respect to the next preceding issuance of rights or
warrants or distribution for which an adjustment is required by the

                                       25
<PAGE>
provisions of clause (iv) of the first sentence of SECTION 17(B), SECTION 17(C)
or SECTION 17(D), and ending on the last full Trading Day before such
Determination Date.

    If the record date for an issuance of rights or warrants or a distribution
for which an adjustment is required by the provisions of clause (iv) of the
first sentence of SECTION 17(B), SECTION 17(C) or SECTION 17(D) (the "preceding
adjustment event") precedes the record date for the issuance or distribution in
respect of which the Current Market Price is being calculated and the
Ex-Dividend Date for such preceding adjustment event is on or after the
Determination Date for the issuance or distribution in respect of which the
Current Market Price is being calculated, then the Current Market Price shall be
adjusted by deducting therefrom the fair market value (on the record date for
the issuance or distribution in respect of which the Current Market Price is
being calculated), as determined in good faith by the Board of Directors, of the
capital stock, rights, warrants, assets or evidences of indebtedness issued or
distributed in respect of each share of GI Common Stock in such preceding
adjustment event. Further, in the event that the Ex-Dividend Date (or in the
case of a subdivision, combination or reclassification, the effective date with
respect thereto) with respect to a dividend, subdivision, combination or
reclassification to which clause (i), (ii), (iii) or (v) of the first sentence
of SECTION 17(B) applies occurs during the period applicable for calculating the
Current Market Price, then the Current Market Price shall be calculated for such
period in a manner determined in good faith by the Board of Directors to reflect
the impact of such dividend, subdivision, combination or reclassification on the
Closing Prices of the GI Common Stock during such period.

    "DETERMINATION DATE" for any issuance of rights or warrants or any
distribution to which SECTION 17(C) or SECTION 17(D) applies shall mean the
earlier of (i) the record date for the determination of stockholders entitled to
receive the rights or warrants or the distribution to which such Section applies
and (ii) the Ex-Dividend Date for such right, warrants or distribution.

    "EX-DIVIDEND DATE" shall mean the date on which "ex-dividend" trading
commences for a dividend, an issuance of rights or warrants or a distribution to
which any of SECTION 17(B), SECTION 17(C) or SECTION 17(D) applies in the
over-the-counter market or on the principal exchange on which the GI Common
Stock is then quoted or listed.

    "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended.

    "EXERCISE PRICE" shall mean the Common Exercise Price or Preferred Exercise
Price as applicable.

    "FAIR MARKET VALUE" shall mean (i), as to any Registrable Securities which
are shares of GI Common Stock, (x) the number of such shares proposed to be sold
times (y) the average daily Closing Prices of the GI Common Stock for the period
of 30 consecutive Trading Days commencing 45 Trading Days prior to the date of
the initial request for registration, (ii), as to any Registrable Securities
which are shares of GI Preferred Stock, an amount calculated in accordance with
(i) for the number of shares of GI Common Stock for which such GI Preferred
Stock may be exchanged at GI's option and (iii), as to any other Registrable
Securities, the fair market value of such securities, as determined in good
faith by the Board of Directors of GI.

    "FIRST APPRAISER" shall have the meaning assigned to such term in SECTION
7(C)(I).

    "FIRST OFFER SHARES" shall have the meaning assigned to such term in Section
7(a).

    "GI" means NextLevel Systems, Inc., a Delaware corporation.

    "GI COMMON STOCK" shall have the meaning set forth in the recitals to this
Agreement.

    "GI PREFERRED STOCK" shall have the meaning set forth in the recitals to
this Agreement.

    "HOLDERS" shall have the meaning assigned to such term in SECTION 19(A)(I).

    "HSR ACT AND RULES" shall have the meaning assigned to such term in SECTION
16(B).

                                       26
<PAGE>
    "MEMORANDUM OF AGREEMENT" shall mean the Memorandum of Agreement, dated
December 16, 1997, between National Digital Television Center, Inc. ("NDTC") and
NextLevel Systems, Inc.

    "NOTICE OF SALE" shall have the meaning assigned to such term in SECTION
7(A).

    "NOTIFICATION EVENT" shall have the meaning assigned to such term in SECTION
18.

    "OFFERING" shall have the meaning associated with such term in SECTION 8(A).

    "OFFERING NOTICE" shall have the meaning assigned to such term in Section
8(a).

    "PARTIES" shall mean GI and the Warrantholder.

    "PERSON" means any natural person, corporation, business trust, joint
venture, association, company, partnership, limited liability company or other
entity or any government, or any agency or political subdivision thereof.

    "PREFERRED EXERCISE PRICE", as of any relevant time, means, for one share of
GI Preferred Stock, the dollar amount that is equal to 10 times the Common
Exercise Price in effect at such time; PROVIDED, HOWEVER, that if there are no
Common Stock Warrants outstanding at the time of determination, the Preferred
Exercise Price shall be determined by reference to the Common Stock Warrants as
if they were still outstanding and all adjustments pursuant to this Agreement
continued to be made.

    "PREFERRED STOCK WARRANT" shall have the meaning assigned to such term in
SECTION 1.

    "PREFERRED WARRANT SHARES" shall mean shares of GI Preferred Stock and/or
such other securities, property and cash that the Warrantholder shall be
entitled to receive upon exercise of the Preferred Stock Warrants pursuant to
the provisions of SECTION 17A.

    "PURCHASE AGREEMENT" shall have the meaning assigned to such term in the
recitals to this Agreement.

    "REGISTRABLE SECURITIES" shall mean any Warrant Shares issued upon the
exercise of a Warrant issued pursuant to this Agreement. As to any particular
Registrable Securities once issued, such securities shall cease to be
Registrable Securities when (i) a registration statement with respect to the
sale of such securities shall have become effective under the Securities Act and
such securities shall have been disposed of in accordance with such registration
statement, (ii) such securities shall have been distributed to the public
pursuant to Rule 144 (or any successor provision) under the Securities Act,
(iii) such securities shall have been otherwise transferred, new certificates
for them not bearing a legend restricting further transfer shall have been
delivered by GI and subsequent disposition of them shall not require
registration or qualification of them under the Securities Act, or (iv) such
securities shall have ceased to be outstanding.

    "REGISTRATION EXPENSES" shall mean any and all expenses incident to
performance of or compliance with SECTION 19, including, without limitation, (i)
all Commission and stock exchange or National Association of Securities Dealers,
Inc. registration, filing fees and listing expenses, (ii) all fees and expenses
of complying with securities or blue sky laws (including reasonable fees and
disbursements of counsel for any underwriters in connection with blue sky
qualification of any Warrant Shares), (iii) all printing, messenger and delivery
expenses, (iv) the fees and disbursements of counsel for GI and of its
independent public accountants, including the expenses of any special audits
and/or "cold comfort" letters required by or incident to such performance and
compliance, (v) the fees and disbursements of counsel retained in connection
with such registration by Holders of the Warrant Shares being registered, and
(vi) any fees and disbursements of underwriters customarily paid by issuers or
sellers of securities, including the fees and expenses of any special experts
retained in connection with the requested registration.

    "REPLY NOTICE" shall mean a notice from GI, stating whether GI accepts or
rejects the offer made by the offering Warrantholder in the Offering Notice.

    "RIGHT OF FIRST OFFER PROVISIONS" shall have the meaning assigned to such
term in SECTION 7.

                                       27
<PAGE>
    "RIGHTS AGREEMENT" shall mean the Rights Agreement, dated as of June 12,
1997, as amended, between GI and ChaseMellon Shareholder Services, L.L.C.

    "SECOND APPRAISER" shall have the meaning assigned to such term in SECTION
7(A).

    "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

    "STOCKHOLDERS MEETING" shall have the meaning assigned to such term in
SECTION 10(B).

    "THIRD APPRAISER" shall have the meaning assigned to such term in SECTION
7(C)(III).

    "THRESHOLD" shall mean the threshold number of Digital Terminals as set
forth in SCHEDULE A.

    "TRADING DAY" means a day on which the New York Stock Exchange is open for
the transaction of business (unless such trading shall have been suspended for
the entire day).

    "TRANSACTION" shall mean all of the transactions contemplated by the
following: (i) this Agreement, (ii) the Memorandum of Agreement, and (iii) the
warrant agreements entered into between GI and certain other cable television
multiple system operators (including NDTC) on terms substantially similar to
this Agreement, and (iv) all instruments and documents forming part of the
foregoing.

    "TRANSFEREES" shall have the meaning assigned to such term in SECTION
19(A)(I).

    "WARRANT CERTIFICATES" shall have the meaning assigned to such term in
SECTION 2.

    "WARRANT EXPIRATION DATE" shall mean the expiration dates as set forth in
SCHEDULE A.

    "WARRANTHOLDER" means the Company and any transferee of Warrantholder that
is the record owner of the Warrants or the Warrant Shares, as applicable, and is
bound by this Agreement.

    "WARRANTS" shall have the meaning assigned to such term in Section 1.

    "WARRANT SHARES" shall mean the Common Warrant Shares on the Preferred
Warrant Shares, as applicable.

SECTION 24. NOTICES.

    All notices, consents, requests, waivers or other communications required or
permitted under this Agreement (each a "NOTICE") shall be in writing and shall
be sufficiently given (a) if hand delivered, (b) if sent by nationally
recognized overnight courier, or (c) if sent by registered or certified mail,
postage prepaid, return receipt requested, addressed, if to the Warrantholder at
the address shown on the Warrant register kept by GI, with a copy to ___________

--------------------------------------------------------------------------------

Attention: ___________________________________________________, and if to GI to:

       General Instrument Corporation
       2200 Byberry Road
       Hatboro, Pennsylvania 19040
       Attn: Robert A. Scott

    with a copy to:

       Fried, Frank, Harris, Shriver & Jacobson
       One New York Plaza
       New York, New York 10004
       Attn: Lois Herzeca

or such other address as shall be furnished by any of the Parties in a Notice.
Any Notice shall be deemed given upon receipt.

                                       28
<PAGE>
SECTION 25. AMENDMENTS.

    This Agreement may be amended, supplemented or waived only by a subsequent
writing signed by each of the Parties.

SECTION 26. SUCCESSORS AND ASSIGNS.

    All terms and conditions of this Agreement shall be binding upon and inure
to the benefit of and be enforceable by the successors and permitted assigns of
the Parties.

SECTION 27. TERMINATION.

    This Agreement shall terminate on December 31, 2005 (other than SECTIONS 10,
13, 16, 19, AND 20 and SECTIONS 24 THROUGH 33, inclusive, and all related
definitions, which shall survive such termination). Notwithstanding the
foregoing, this Agreement (other than SECTIONS 7, 8, 10, 13, 16, 19, AND 20 and
SECTIONS 24 THROUGH 33, inclusive, and all related definitions, which shall
survive such termination) will terminate when all Warrants have been exercised.

SECTION 28. GOVERNING LAW.

    THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAWS THEREUNDER.

SECTION 29. THIRD PARTY BENEFICIARIES.

    Each Party intends that this Agreement shall not benefit or create any right
or cause of action in or on behalf of any Person other than the Parties and
transferees.

SECTION 30. HEADINGS.

    The headings in this Agreement are for convenience only and shall not affect
the construction or interpretation of this Agreement.

SECTION 31. ENTIRE AGREEMENT.

    This Agreement, together with the Exhibits and Schedules (which are
incorporated herein by this reference), constitutes the entire agreement and
understanding between the Parties with respect to the subject matter hereof and
shall supersede any prior agreements and understandings between the Parties with
respect to such subject matter.

SECTION 32. EXPENSES.

    Regardless whether the transactions contemplated by this Agreement are
consummated, each of the Parties shall pay its own expenses and costs incurred
or to be incurred in negotiating, closing and carrying out this Agreement and in
consummating the transactions contemplated herein, except as otherwise expressly
provided for herein.

SECTION 33. COUNTERPARTS.

    This Agreement may be executed with counterpart signature pages or in one or
more counterparts, all of which shall be one and the same Agreement, and shall
become effective when one or more counterparts have been signed by each of the
Parties and delivered to all the Parties.

                                       29
<PAGE>
    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, as of the day and year first above written.

                                          NEXTLEVEL SYSTEMS, INC.
                                          By: __________________________________

                                          Name:

                                          Title:

                                          [                   ]
                                          By: __________________________________

                                          Name:

                                          Title:

                                       30
<PAGE>
                                   SCHEDULE A

<TABLE>
<CAPTION>
                                                                               NUMBER OF WARRANTS
                                                                                  VESTING UPON
                                                                                 THE COMPANY'S                 EXPIRATION DATE
                                                                            ATTAINMENT OF THRESHOLD                  OF
                                                 THRESHOLD          ----------------------------------------   VESTED WARRANTS
               CALENDAR                     NUMBER OF DELIVERED           COMMON              PREFERRED       (EACH, A "WARRANT
                 YEAR                        DIGITAL TERMINALS        STOCK WARRANTS       STOCK WARRANTS     EXPIRATION DATE)
---------------------------------------  -------------------------  -------------------  -------------------  -----------------
<S>                                      <C>                        <C>                  <C>                  <C>
1998...................................                                                                          June 30, 2000
1999...................................                                                                          June 30, 2001
2000...................................                                                                          June 30, 2002
</TABLE>

    If, in any year, the Company fails to purchase the Threshold number of
Digital Terminals for such year, through no fault of GI, the Warrants for such
year will not vest and the Company shall be subject to legal proceedings and
damages relating to such failure. Otherwise, the number of Warrants identified
for the applicable year in the third column above will vest on the last day of
such year and will be exercisable at any time and from time to time during the
18-month period from and including the vesting date to and including the Warrant
Expiration Date set forth above.

    If, in any year, GI fails to deliver the Threshold number of Digital
Terminals for such year, through no fault of the Company, the total number of
Warrants will vest for that year.

    The Warrants are also subject to vesting pursuant to Section 10 of the
Warrant Issuance Agreement.

                                       31
<PAGE>
                                   SCHEDULE B

<TABLE>
<S>                                 <C>
TERMS OF THE GI PREFERRED
  STOCK(1):

Voting:                             Each share has the same voting rights as the number of
                                    shares of GI Common Stock for which a share of GI
                                    Preferred Stock may be exchanged at GI's option (the
                                    "Exchange Number"), which shall initially be 10.

Dividends:                          Each share has the same dividend rights as the Exchange
                                    Number of shares of GI Common Stock. In addition, with
                                    respect to shares of GI Preferred Stock issued on or
                                    after July 1, 1998, dividends will accrue from the date
                                    of issuance on each share of such GI Preferred Stock at
                                    the rate of 12% per annum on the amount of the Base
                                    Value, payable semiannually in cash on each December 31
                                    and June 30 following the issuance thereof. The "Base
                                    Value" of a share of GI Preferred Stock means the sum of
                                    (i) $150 plus (ii) an amount equal to all unpaid
                                    dividends accrued on such share through the dividend
                                    payment date immediately preceding the date on which the
                                    Base Value is being determined, which have been added to
                                    and remain a part of the Base Value as of such date.
                                    Dividends not paid when due will be added to the Base
                                    Value and remain a part thereof until such unpaid
                                    dividends and any dividends accrued thereon have been
                                    paid in full.

Liquidation:                        Preferred as to GI Common Stock; liquidation preference
                                    of (i) $150 per share, plus (ii) accrued but unpaid
                                    dividends, plus (iii) an amount equal to all unpaid
                                    dividends accrued on the sum of the amounts specified in
                                    clauses (i) and (ii) above to the date as of which the
                                    liquidation preference is being calculated. After
                                    payment of the liquidation preference, each share of GI
                                    Preferred Stock will participate in liquidating
                                    distributions to holders of GI Common Stock on the same
                                    basis as if such share of GI Preferred Stock had been
                                    exchanged for the Exchange Number of shares of GI Common
                                    Stock

Transferability and Registration    Same right to transfer and register GI Preferred Stock
  Rights:                           as GI Common Stock, pursuant to the Warrant Issuance
                                    Agreement.

Business Combination Transaction:   Each share gets the same per share consideration
                                    received by the Exchange Number of shares of GI Common
                                    Stock.

Exchangeable:                       At any time at GI's option, the Preferred Stock Warrants
                                    will become exercisable for GI Common Stock, such that
                                    each Preferred Stock Warrant will be exercisable for 10
                                    times the number and kind of Common Warrant Shares then
                                    issuable or deliverable upon exercise of a Common Stock
                                    Warrant.

                                    At any time at GI's option, the GI Preferred Stock is
                                    exchangeable into GI Common Stock at a ratio of one
                                    share of GI Preferred Stock for 10 times the number and
                                    kind of Common Warrant Shares then issuable or
                                    deliverable upon exercise of a Common Stock Warrant.
</TABLE>

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(1) If as of a date of determination, there are no Common Stock Warrants
    outstanding, the determination shall be made as if the Common Stock Warrants
    were outstanding and all required adjustments under the Warrant Issuance
    Agreement continued to be made.

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