CONFIDENTIAL TREATMENT REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT.

Exhibit 10.2

CONFIDENTIAL TREATMENT REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT .

FIFTH AMENDMENT
TO
PRODUCT PURCHASE AGREEMENT

     This FIFTH AMENDMENT TO PRODUCT PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of the 30 ^th day of March, 2005 by and between GENERAL INSTRUMENT CORPORATION, a Delaware corporation with its principal place of business at 101 Tournament Drive, Horsham, Pennsylvania 19044, acting as the Connected Home Solutions business of Motorola, Inc. (“Customer”), and BROADCOM CORPORATION, a California corporation with its principal place of business at 16215 Alton Parkway, Irvine, California 92618 (“Supplier”), with reference to the following facts and circumstances:

     A.      Supplier and Customer are parties to that certain Product Purchase Agreement dated as of November 22, 2000 (the “Initial Agreement”) by and between Customer and Supplier.

     B.      Supplier and Customer amended the Initial Agreement by (1) the Amendment to Product Purchase Agreement dated as of January 1, 2002 (the “First Amendment”) by and between Customer and Supplier, (2) the Second Amendment to Product Purchase Agreement dated as of December 3, 2002 (the “Second Amendment”) by and between Customer and Supplier, (3) the Third Amendment to Product Purchase Agreement dated as of January 1, 2003 (the “Third Amendment”) by and between Customer and Supplier, and (4) the Fourth Amendment to Product Purchase Agreement dated as of March 31, 2004 (the “Fourth Amendment”) by and between Customer and Supplier.

     C.      Supplier and Customer desire to further amend the Initial Agreement as previously amended by the First Amendment, the Second Amendment, the Third Amendment, and the Fourth Amendment (the Initial Agreement, as so amended by the First Amendment, the Second Amendment, the Third Amendment, and the Fourth Amendment, the “Existing Agreement”) in the manner set forth herein.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and intending to be legally bound, the parties hereto hereby agree as follows:

1.       Amendments.

     (a)      The Existing Agreement is hereby amended to delete Exhibit A thereto and replace it with Exhibit A attached hereto.

     (b)      The lead in paragraph of Section 1.4(b) of the Existing Agreement appearing before clauses (i) through (iv)(which clauses remain unchanged) is hereby amended to read in its entirety as follows:

     “Customer shall be entitled to a rebate with respect to all Products (except for the [***]) purchased by [***] to the extent [***]. The rebate for each Product shall be in an amount (the “Rebate Amount”) equal to [***]. The rebate shall be provided pursuant to the following provisions:”

     (c)      The following new Section 5 is hereby added to the Existing Agreement:

[***] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

CONFIDENTIAL TREATMENT REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT

     “5.     RoHS COMPLIANT PRODUCTS

     The [***] shall be provided in a form compliant with Directive 2002/95/EC (January 27, 2003) “The Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment” and the requirements set forth in Appendix 1.

     (d)     Appendix 1 is hereby added to the Existing Agreement.

     (e)     From and after the date hereof, all references in the Existing Agreement and herein to the “Agreement” shall refer to the Existing Agreement, as modified by this Amendment. For all purposes of the Agreement, other than the Minimum Purchase Commitment, the term “Products” shall be and shall be deemed to refer to all of the original Products under the Initial Agreement (which remain covered by the Minimum Purchase Commitment) as well as all of the new Products described in Exhibit A and herein.

      3.       Governing Law. This Amendment shall be governed by and construed under the laws of the State of California, without reference to conflict of laws principles.

      4.       Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be considered an original, but all of which together will constitute one and the same instrument. One or more counterparts of this Amendment may be delivered by telecopier, with the intention that they shall have the same effect as an original counterpart thereof.

      5.       No Other Amendment. Except as amended hereby, the Existing Agreement shall remain in full force and effect, and all other terms and conditions of the Existing Agreement shall remain in full force and effect and are otherwise unmodified by this Amendment.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their representatives thereunto duly authorized as of the date first written above.

CONFIDENTIAL TREATMENT REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT

Exhibit A

Exhibit A to Product Purchase Agreement

Products, Prices and Minimum Purchase Commitment

PRODUCTS, PRICES

The following are the Products referred to in this Agreement for which prices have been agreed and constitute the “Products” under this Agreement. The per unit prices to be paid for such Products are as set forth below for the calendar half year or quarter in which the order for the Product is made, subject to adjustment as hereinafter set forth:

The prices for the following Products would be no higher than as follows for each calendar quarter through [***]:

[***]

The prices for the following Products would be no higher than as follows for each calendar half year through [***]:

[***]

Supplier will make a best effort to deliver to Customer samples of [***] chip [***] chip-set [***] that are compliant with the Motorola [***] proposal [***] for evaluation on or before [***]. Supplier will also make a best effort to deliver to Customer samples of [*