EXHIBIT 10.7



                            LOANED EMPLOYEE AGREEMENT



         This LOANED EMPLOYEE AGREEMENT ("Agreement") by and between Nortel

Networks Inc., a corporation organized under the laws of Delaware, for itself

and on behalf of its Affiliates (collectively, "Nortel Networks") and Arris

Interactive L.L.C., a limited liability company organized under the laws of

Delaware ("Existing Venture") (collectively, "Parties") is effective as of the

Effective Date.



         WHEREAS, Nortel Networks and Existing Venture are parties to that

certain Agreement and Plan of Reorganization dated as of October 18, 2000, that

provides, in general, for the contribution of Nortel Networks's interest in

Existing Venture to an Affiliate of ANTEC Corporation in exchange for cash and

common shares of such Affiliate of ANTEC Corporation ("Merger Agreement"); and



         WHEREAS, in connection with such transactions, the Parties desire that

Existing Venture receive the services of those employees of Nortel Networks

listed on Schedule 1 attached hereto and incorporated by reference ("Employees")

during the Term, as defined below in Section 1.1, while such Employees remain

employed by Nortel Networks in their Current Jobs as defined in Schedule 1; and



         WHEREAS, the Parties wish to set forth the terms and conditions under

which Nortel Networks shall supply the services of the Employees to Existing

Venture.



         Now, therefore, based on the mutual covenants contained in this

Agreement, the Parties agree as follows:



                                    ARTICLE 1

                             SERVICES TO BE PROVIDED



         1.1      Subject to the continued employment of the Employees in their

Current Jobs, Nortel Networks shall supply the Services of the Employees to

Existing Venture from the Effective Date through the earlier of (i) the first

anniversary of the Effective Date and (ii) the date on which the Services

supplied by the last remaining Employee under this Agreement terminate ("Term").

In addition, if Employees are providing Services under this Agreement as of the

first anniversary of the Effective Date and the Existing Venture continues to

need such Services, Nortel Networks shall continue to supply the Services of the

Employees to the Existing Venture for an additional three (3) months, provided

Existing Venture has given Nortel Networks at least sixty (60) calendar days

prior notice of this extension. The services to be supplied by Nortel Networks

are set forth in Schedule 1 ("Services"). If any Employee ceases to be employed

by Nortel Networks in the Current Job prior to the expiration of the Term for

any reason (whether as a result of voluntary or involuntary termination of

Nortel Networks employment, commencement of a New Job, as defined in Section 1.2

of this Agreement, or otherwise) or Existing Venture terminates the Services of

any Employee as provided in Section 1.4 of this Agreement, this Agreement shall

immediately terminate with respect to such Employee.



<PAGE>   2



         1.2      Nortel Networks shall inform the Employees that their job

duties shall consist of supplying Services required in their Current Job. Except

as provided in Section 1.3 of this Agreement, Nortel Networks shall not permit

any Employee to be employed in a Nortel Networks job that does not involve

providing Services ("New Job") without the consent of the Existing Venture

Representative (as described in Article 4). Employees shall be solely employed

by Nortel Networks and Nortel Networks shall be responsible for the overall

direction, control and management of the Employees including, but not limited

to, the evaluation, discipline, compensation and termination of employment of

the Employees.



         1.3      Notwithstanding anything in this Agreement to the contrary,

Nortel Networks shall permit an Employee to seek, accept and commence a New Job

during the Term provided that Employee shall not, without the consent of the

Existing Venture Representative, commence such New Job earlier than the

expiration of sixty (60) calendar days following Nortel Networks's written

notice to the Existing Venture Representative of such Employee's acceptance of

New Job, it being intended that Employee shall continue to supply Services

during such sixty (60) days (or shorter) period. Nortel Networks agrees that it

shall not target a group or groups of Employees for recruitment to staff Nortel

Networks projects; provided, however, that nothing in the foregoing shall

preclude Nortel Networks from staffing its job openings with Employees

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