SC TO-T/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT
under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
Amendment No. 13

NEXT LEVEL COMMUNICATIONS, INC.
(Name of Subject Company (issuer))

MOTOROLA, INC.
(Names of Filing Persons (identifying status as offeror, issuer or other person))

Common Stock, par value $0.01 per Share
(Title of Class of Securities)

65333U 10 4
(CUISIP Number of Class of Securities)

Michelle M. Warner
Motorola, Inc.
1303 East Algonquin Road, Schaumburg, IL 60196
(847) 576-5000
(Name, address, and telephone numbers of persons authorized
to receive notices and communications on behalf of filing persons))

Calculation of Filing Fee

Transaction valuation(1)	Amount of filing fee(2)
$33,234,912	$3,027

(1)

The transaction valuation is estimated solely for purposes of calculating the filing fee pursuant to Rule 0-11(d). The calculation assumes the purchase of all outstanding common shares of Next Level Communications, par value .01 (the "Shares"), not beneficially owned by Motorola, Inc. or its subsidiaries ("Motorola"), at a purchase price of $1.04 Share, net to the seller in cash. As of February 28, 2003, based on information provided by Next Level's financial advisors, there were 28,165,180 Shares on a fully diluted basis (treating as outstanding, options or share purchase rights subject to issuance at approximately $1.18 or less) not beneficially owned by Motorola or its subsidiaries.



(2)

The amount of the filing fee is calculated in accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934, as amended, Fee Rate Advisory No. 8 issued by the Securities and Exchange Commission on January 10, 2003 (Such fee is equals .0092 percent of the value of the transactions.) and Fee Rate Advisory No. 11 issued by the Securities and Exchange Commission on February 21, 2003 (Such fee is equals .00809 percent of the value of the transaction.)

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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$2,800
Form or Registration No.:	Not applicable
Filing Party:	Motorola, Inc.
Date Filed:	January 27, 2003

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

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third party tender offer subject to Rule 14d-1.



o

issuer tender offer subject to Rule 13e-4.



ý

going-private transaction subject to Rule 13e-3.



ý

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:    o

CUSIP No.    65333U 10 4

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Motorola, Inc.
2.	Check the Appropriate Box if a Member of a Group. (See Instructions)			(a)  o
				(b)  o
3.	SEC Use Only
4.	Source of Funds (See Instructions). WC
5.	Check Box If Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e).
				o
(6)	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned By Each Reporting Person With		7.	Sole Voting Power. 196,008,238 (Includes 40,186,630 shares of common stock which are subject to warrants currently exercisable within 60 days, 13,824,884 shares of common stock subject to Series A Convertible Preferred Stock, 51,387,000 shares of common stock subject to Series A-1 Convertible Preferred Stock, and 26,506,000 shares of common stock subject to Series A-2 Convertible Preferred Stock.
		8.	Shared Voting Power. 0
		9.	Sole Dispositive Power. 196,008,238 (Includes 40,186,630 shares of common stock which are subject to warrants currently exercisable within 60 days, 13,824,884 shares of common stock subject to Series A Convertible Preferred Stock, 51,387,000 shares of common stock subject to Series A-1 Convertible Preferred Stock, and 26,506,000 shares of common stock subject to Series A-2 Convertible Preferred Stock.)
		10.	Shared Dispositive Power. 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 196,008,238* (Includes 40,186,630 shares of common stock which are subject to warrants currently exercisable within 60 days, 13,824,884 shares of common stock subject to Series A Convertible Preferred Stock, 51,387,000 shares of common stock subject to Series A-1 Convertible Preferred Stock, and 26,506,000 shares of common stock subject to Series A-2 Convertible Preferred Stock.)
*	In addition to this amount, Next Level Partners, LLC, and Spencer and Jacquelyn Segura, who collectively, beneficially own 2,697,369, Shares, have agreed to tender their Shares into Motorola's tender offer. See Exhibits (a)(1)(xxviii), (a)(1)(xxix), (a)(1)(xxx) and (a)(1)(xxxi).
12.	Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions)
				o
13.	Percent of Class Represented by Amount in Row (11) 89.67%
14.	Type of Reporting Person (See Instructions) CO

        Amendment No. 13 amends and supplements the Tender Offer Statement, Rule 13e-3 Transaction Statement and Schedule 13D/A filed under cover of Schedule TO initially filed with the Securities and Exchange Commission ("SEC") on January 27, 2003, and as amended and supplemented by Amendment No. 1 filed with the SEC on February 4, 2003, Amendment No. 2 filed with the SEC on February 21, 2003, Amendment No. 3 filed with the SEC on February 26, 2003, Amendment No. 4 filed with the SEC on February 28, 2003, Amendment No. 5 filed with the SEC on March 3, 2003, Amendment No. 6 filed with the SEC on March 4, 2003, Amendment No. 7 filed with the SEC on March 5, 2003, Amendment No. 8 filed with the SEC on March 10, 2003, Amendment No. 9 filed with the SEC on March 17, 2003, Amendment No. 10 filed with the SEC on March 17, 2003, Amendment No. 11 filed with the SEC on March 20, 2003, and Amendment No. 12 filed with the SEC on March 24, 2003 (as so amended, the "Schedule TO") by Motorola, Inc., a Delaware corporation ("Motorola"), to purchase all outstanding shares of Common Stock, par value $0.01 per share (the "Shares"), of Next Level Communications, Inc., a Delaware corporation ("Next Level"), not owned by Motorola or its subsidiaries, at an increased purchase price of $1.18 per Share net to the seller in cash ("Offer Price"). The original offer is set forth in the in the Offer to Purchase dated January 27, 2003 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with the Offer to Purchase, constitute the "Amended Offer"), copies of which were attached as Exhibits (a)(1)(i) and (a)(1)(ii), respectively to the Schedule TO. Capitalized terms used herein and not otherwise defined have the respecting meanings ascribed to them in the Offer to Purchase.

Item 1.    Summary Term Sheet

        Item 1 is amended and supplemented by adding the following:

        Reference is made to the information set forth under Summary Term Sheet and Questions and Answers About the Amended Offer in the Supplement to the Offer to Purchase, which is incorporated herein by reference.

Item 2.    Subject Company Information

        Item 2 is amended and supplemented by the adding the following:

        (a)  Reference is made to the information set forth under Supplemental Terms of the Tender Offer—Section 6 ("Certain Information Concerning Next Level") in the Supplement to the Offer to Purchase, which is incorporated herein by reference.

        (b)  Reference is made to the information set forth under Introduction in the Supplement to the Offer to Purchase, which is incorporated herein by reference.

        (c)  Reference is made to the information set forth under Supplemental Terms of the Tender Offer—Section 5 ("Price Range of Shares; Dividends") in the Supplement to the Offer to Purchase, which is incorporated herein by reference.

Item 3.    Identity and Background of Filing Person

        Item 3 is amended and supplemented by adding the following:

        (a)-(c)    Reference is made to the information set forth under Supplemental Terms of the Tender Offer—Section 7 ("Certain Information Concerning Motorola") in the Supplement, which is incorporated herein by reference.

Item 4.    Terms of the Transaction

        Item 4 is amended and supplemented by adding the following:

        (a)  Reference is made to the information set forth under Summary Term Sheet; Introduction; Supplemental Terms of The Tender Offer—Sections 1 ("Terms of the Amended Offer"), 2 ("Acceptance for Payment and Payment for Shares"), 3 ("Procedure for Tendering Shares") and 4 ("Rights of

Withdrawal") in the Supplement to the Offer to Purchase, which is incorporated herein by reference.

        (b)  Reference is made to the information set forth under Summary Term Sheet of the Supplement to Offer to Purchase, which is incorporated herein by reference.

Item 5.    Past Contacts, Transactions, Negotiations and Agreements.

        N/A

Item 6.    Purpose of the Transaction and Plans or Proposals

        Item 6 is amended and supplemented by adding the following:

        (a)  and (c)(1)-(7) Reference is made to the information set forth under Summary Term Sheet, Questions and Answers About the Amended Offer, Introduction, Special Factors—Section 1 ("Background of the Amended Offer"), 2 ("Next Level's Position Regarding the Fairness of the Amended Offer"), 4 ("Motorola's Position Regarding the Fairness of the Amended Offer") and Supplemental Terms of the Tender Offer—Section 8 ("Certain Conditions of the Amended Offer") in the Supplement to the Offer to Purchase, which is incorporated herein by reference.

Item 7.    Source and Amount of Funds or Other Consideration

        Item 7 is amended and supplemented by adding the following:

        (a)  and (b) Reference is made to the information set forth under Supplemental Terms of the Tender Offer—Section 10 ("Source and Amount of Funds") in the Supplement to the Offer to Purchase, which is incorporated herein by reference.

        (d)  Not applicable.

Item 8.    Interest in Securities of Subject Company

        Item 8 is amended and supplemented by adding the following:

        (a)  and (b) Reference is made to the information set forth under Introduction in the Supplement to the Offer to Purchase, which is incorporated herein by reference.

Item 9.    Persons / Assets, Retained, Employed, Compensated or Used

        N/A

Item 10.    Financial Statements

        N/A

Item 11.    Additional Information

        Item 11 is amended and supplemented by adding the following:

        (a)(2)    Reference is made to the information set forth under Introduction, Supplemental Terms of The Tender Offer—Sections 2 ("Acceptance for Payment and Payment for Shares"), 3 ("Procedure for Tendering Shares") and 9 ("Certain Legal Matters") in the Supplement to the Offer to Purchase, which is incorporated herein by reference.

        (a)(5)    Reference is made to the information set forth under Supplemental Terms of The Tender Offer—Section 9 ("Certain Legal Matters") in the Supplement to the Offer to Purchase, which is incorporated herein by reference.

        (b)  Reference is made to the Letter of Transmittal and the information set forth under Special Factors—Sections 2 ("Next Level's Position Regarding the Fairness of the Amended Offer");

and 4 ("Motorola's Position Regarding the Fairness of the Amended Offer") in the Supplement to the Offer to Purchase which is incorporated herein by reference.

Item 12.    Exhibits

(a)(1)(xxi)	Joint Letter from Motorola and Next Level to Shareholders of Next Level, dated March 26, 2003.
(a)(1)(xxii)	Supplement to Offer to Purchase, dated March 26, 2003.
(a)(1)(xxiii)	Revised Letter of Transmittal.
(a)(1)(xxiv)	Revised Notice of Guaranteed Delivery.
(a)(1)(xxv)	Revised Letter from the Dealer Manager to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(xxvi)	Revised Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(xxvii)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form-9.
(a)(1)(xxviii)	Lockup Agreement, dated March 25, 2003, by and between Next Level Partners LLC and Motorola.
(a)(1)(xxix)	Lockup Agreement, dated March 25, 2003, by and between Spencer F. Segura Revocable Trust and Motorola.
(a)(1)(xxx)	Lockup Agreement, dated March 25, 2003, by and between Spencer F. Segura Family Trust and Motorola.
(a)(1)(xxxi)	Lockup Agreement, dated March 24, 2003, by and between Jacqueline Segura and Motorola.
(b)	None.
(d)	None.
(g)	None.
(h)	None.

Item 13.    Information Required by Schedule 13E-3

Item 2.    Subject Company Information

        Item 2 is amended and supplemented by adding the following:

        (d)  Reference is made to the information set forth under The Tender Offer—Section 5 ("Price Range of Shares; Dividends") in the Supplement to the Offer to Purchase, which is incorporated herein by reference.

        (e)  Not Applicable.

        (f)    Reference is made to the information set forth under The Tender Offer—Section 5 ("Price Range of Shares; Dividends") in the Supplement to the Offer to Purchase, which is incorporated herein by reference.

Item 4.    Terms of the Transaction

        N/A

Item 5.    Past Contacts, Transactions, Negotiations and Agreements

        Item 5 is supplemented and amended by adding the following:

        (c)  Reference is made to the information set forth under Introduction, Special Factors—Sections 1 ("Background of the Amended Offer") and Supplemental Terms of the Tender Offer—Sections 8 ("Certain Conditions of the Amended Offer") in the Supplement to the Offer to Purchase, which is incorporated herein by reference.

        (e)  Reference is made to the information set forth under Introduction, Special Factors—Sections 3 ("Lock-up Agreements"), Supplemental Terms of The Tender Offer—Sections 1 ("Terms of the Amended Offer"), 2 ("Acceptance for Payment and Payment for Shares"), 3 ("Procedure for Tendering Shares"), 4 ("Rights of Withdrawal"), 8 ("Certain Conditions of the Amended Offer") and

10 ("Source and Amount of Funds"), in the Supplement to the Offer to Purchase, which is incorporated herein by reference.

Item 6.    Purposes of the Transaction and Plans or Proposals

        N/A

Item 7.    Purposes, Alternatives, Reasons and Effects

        Item 7 is amended and supplemented by adding the following:

        (a),  (b) and (c) Reference is made to the information set forth under Introduction; Special Factors—Sections 2 ("Next Level's Position Regarding the Fairness of the Amended Offer") and 4 ("Motorola's Position Regarding the Fairness of the Amended Offer") in the Supplement to Offer to Purchase, which is incorporated herein by reference.

        (d)  Reference is made to the information set forth under Introduction in the Supplement to Offer to Purchase, which is incorporated herein by reference.

Item 8.    Fairness of the Transaction

        Item 8 is amended and supplemented by adding the following:

        (a),  (b), (c), (d), (e) and (f) Reference is made to the information set forth under Special Factors—Sections 2 ("Next Level's Position Regarding the Fairness of the Amended Offer") and 4 ("Motorola's Position Regarding the Fairness of the Amended Offer") in the Supplement to Offer to Purchase, which is incorporated herein by reference.

Item 9.    Reports, Opinions, Appraisals and Negotiations

        N/A

Item 10.    Source and Amount of Funds or Other Consideration

        N/A

Item 12.    The Solicitation or Recommendation

        Item 12 is amended and supplemented by adding the following:

        (d)  Reference is made to the information set forth under Introduction and Special Factors—Sections 3 ("Lock-up Agreements") of the Supplement to Offer to Purchase, which is incorporated herein by reference.

        (e)  Reference is made to the information set forth under Summary Term Sheet of the Supplement to Offer to Purchase, which is incorporated herein by reference.

Item 14.    Persons/Assets Retained, Employed, Compensated or Used

(b)

None.

Item 16.    Exhibits.

        N/A

SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

MOTOROLA, INC.
By:	/s/  DONALD F. MCLELLAN
Name:	Donald F. McLellan
Title:	Corporate Vice President & Director, Corporate Development

Date:    March 26, 2003

EXHIBIT INDEX

(a)(1)(xxi)	Joint Letter from Motorola and Next Level to Shareholders of Next Level, dated March 26, 2003.
(a)(1)(xxii)	Supplement to Offer to Purchase, dated March 26, 2003.
(a)(1)(xxiii)	Revised Letter of Transmittal.
(a)(1)(xxiv)	Revised Notice of Guaranteed Delivery.
(a)(1)(xxv)	Revised Letter from the Dealer Manager to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(xxvi)	Revised Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(xxvii)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form-9.
(a)(1)(xxviii)	Lockup Agreement, dated March 25, 2003, by and between Next Level Partners LLC and Motorola.
(a)(1)(xxix)	Lockup Agreement, dated March 25, 2003, by and between Spencer F. Segura Revocable Trust and Motorola.
(a)(1)(xxx)	Lockup Agreement, dated March 25, 2003, by and between Spencer F. Segura Family Trust and Motorola.
(a)(1)(xxxi)	Lockup Agreement, dated March 24, 2003, by and between Jacqueline Segura and Motorola.
(b)	None.
(d)	None.
(g)	None.
(h)	None.

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SIGNATURE
EXHIBIT INDEX

EX-99.(A)(1)(XXI)

Exhibit 99(a)(1)(xxi)

March 26, 2003

To Shareholders of Next Level Communications, Inc.

        On March 24, 2003, Motorola, Inc. ("Motorola") increased by 13.5% to $1.18 per share (the "Increased Offer Price") the price that Motorola is offering to pay in its tender offer to acquire all of the shares of common stock of Next Level Communications, Inc. ("Next Level") that it does not already own (the "Offer"). Next Level's board of directors and the committee of independent directors formed to evaluate the Offer, by a three-to-one vote, recommend that you tender your shares in the Offer at the Increased Offer Price.

        Enclosed for your consideration, please find (i) Motorola's supplemental tender offer materials; (ii) Next Level's Solicitation/Recommendation Statement concerning the Offer, at the Increased Offer Price; and (iii) the joint press release issued by Next Level and Motorola on March 24, 2003, concerning the Offer, as amended.

        Next Level shareholders who have any questions or need assistance should contact the Information Agent, Georgeson Shareholder Communications, toll free at (866) 203-9357.

Sincerely,

NEXT LEVEL COMMUNICATIONS, INC.

MOTOROLA, INC.

EX-99.(A)(1)(XXII)

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EXHIBIT 99(a)(1)(xxii)

SUPPLEMENT TO OFFER TO PURCHASE FOR CASH

ALL OF THE OUTSTANDING SHARES OF COMMON STOCK

OF

NEXT LEVEL COMMUNICATIONS, INC.
NOT OWNED BY MOTOROLA, INC. OR ITS SUBSIDIARIES

AT AN INCREASED CASH PRICE OF

$1.18 NET PER SHARE

BY

MOTOROLA, INC.

        THE AMENDED OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, APRIL 11, 2003, WHICH DATE MAY BE EXTENDED BY MOTOROLA, INC. ("MOTOROLA") PURSUANT TO THE OFFER TO PURCHASE.

        THE BOARD OF DIRECTORS OF NEXT LEVEL COMMUNICATIONS, INC. ("NEXT LEVEL"), ACTING ON THE ADVICE OF THE COMMITTEE OF INDEPENDENT DIRECTORS OF NEXT LEVEL'S BOARD OF DIRECTORS (THE "INDEPENDENT COMMITTEE"), HAS DETERMINED THAT THE AMENDED OFFER IS FAIR TO NEXT LEVEL AND ITS SHAREHOLDERS, AND NEXT LEVEL RECOMMENDS THAT SHAREHOLDERS ACCEPT THE AMENDED OFFER AND TENDER THEIR SHARES PURSUANT TO THE AMENDED OFFER.

        THE AMENDED OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN A NUMBER OF SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE (THE "SHARES"), OF NEXT LEVEL WHICH, EXCLUDING THE SHARES BENEFICIALLY OWNED BY MOTOROLA AND CERTAIN OTHER PERSONS, AS SET FORTH IN THE OFFER TO PURCHASE UNDER THE HEADING "INTRODUCTION—MINIMUM TENDER CONDITION," WILL CONSTITUTE AT LEAST A MAJORITY OF THE OUTSTANDING SHARES AS OF THE DATE THE SHARES ARE ACCEPTED FOR PAYMENT PURSUANT TO THE OFFER (THE "MINIMUM TENDER CONDITION"). THE AMENDED OFFER IS ALSO SUBJECT TO CERTAIN OTHER CONDITIONS AS SET FORTH IN THE OFFER TO PURCHASE UNDER THE HEADING THE TENDER OFFER—SECTION 10 ("CERTAIN CONDITIONS OF THE OFFER"), AS THE SAME HAVE BEEN AMENDED BY MOTOROLA, AND IN THIS SUPPLEMENT UNDER THE HEADING SUPPLEMENTAL TERMS OF THE TENDER OFFER—SECTION 8 ("CERTAIN CONDITIONS OF THE AMENDED OFFER").

        NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION OR PASSED UPON THE MERITS OR FAIRNESS OF SUCH TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

IMPORTANT

        Shareholders desiring to tender all or any portion of their Shares should do one of the following, as applicable: (1) complete and sign the original (blue) or revised (purple) Letter of Transmittal and enclose all the documents required by it and its instructions, including your Share certificates and any required signature guarantees, and mail or deliver such documents to the Depositary at the address listed on the back cover of this document; (2) follow the procedure for book-entry transfer of Shares set forth in the Offer to Purchase under the heading The Tender Offer—Section 3 ("Procedure for Tendering Shares"); or (3) request their broker, dealer, commercial bank, trust company or other nominee to effect the transaction for them. Shareholders having Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire to tender those Shares.

        A shareholder who desires to tender Shares and whose certificates for such Shares are not immediately available, or who cannot comply with the procedure for book-entry transfer on a timely basis, may tender such Shares by following the procedures for guaranteed delivery set forth in the Offer to Purchase under the heading The Tender Offer—Section 3 ("Procedure for Tendering Shares").

        Questions and requests for assistance may be directed to the Information Agent (as defined herein) or to the Dealer Manager (as defined herein) at their respective addresses and telephone numbers set forth on the back cover of this Supplement. Requests for additional copies of the Offer to Purchase, the revised (purple) Letter of Transmittal or this Supplement may be directed to the Information Agent or to brokers, dealers, commercial banks or trust companies.

THE DEALER MANAGER FOR THE OFFER IS:

J.P. MORGAN SECURITIES INC.

The date of this Supplement to the Offer to Purchase is

March 26, 2003

ii

SUMMARY TERM SHEET

        This summary highlights important and material information from this Supplement to the Offer to Purchase (this "Supplement") and the Offer to Purchase but is intended to be an overview only. To fully understand the Offer as supplemented by this document and for a more complete description of the terms of the Offer, you should read carefully this entire document along with the related Offer to Purchase, dated January 27, 2003, as amended by amendments to the Tender Offer Statement filed by Motorola with the Securities and Exchange Commission ("SEC") (as so amended, the "Offer to Purchase"), the appendices to the Offer to Purchase, documents incorporated by reference or otherwise referred to herein and the revised (purple) Letter of Transmittal. Section references are included to direct you to a more complete description of the topics contained in this Supplement or in the Offer to Purchase, as applicable.

•

Motorola, Inc. ("Motorola") has amended its offer to acquire all of the shares of common stock, par value $0.01 per share (the "Shares"), of Next Level Communications, Inc. ("Next Level") not owned by Motorola or its subsidiaries by increasing the price in the offer to $1.18 per share in cash, subject to the terms and conditions set forth in the Offer to Purchase, the revised (purple) Letter of Transmittal and this Supplement (together with the Offer to Purchase, the "Amended Offer"). All shareholders whose Shares are validly tendered (and not withdrawn) and accepted for payment (including Shares tendered prior to the date of this Supplement) will receive the increased price even if such shareholders have previously tendered (and not withdrawn) their Shares and take no further action. See Offer to Purchase: The Tender Offer—Section 1 ("Terms of the Offer") and Supplemental Terms of the Tender Offer—Section 1 ("Terms of the Amended Offer") for a description of the terms of the Offer to Purchase.



•

Next Level's board of directors recommends that you tender your shares in the Amended Offer. Next Level's determination to recommend that shareholders tender their Shares into the Amended Offer was made by Next Level's board of directors acting on the advice of a committee of the independent Next Level directors (the "Independent Committee"), which was given the responsibility to evaluate Motorola's tender offer and take action on behalf of Next Level's full board of directors with respect to such tender offer. See Special Factors—Section 4 ("Next Level's Position Regarding the Fairness of the Amended Offer").



•

In addition, Walter Clay, who is the only director of Next Level who owns any Shares, has stated that he intends to tender his Shares in the Amended Offer.



•

Next Level Partners, LLC (as the assignee of Kevin Kimberlin), Spencer Segura, and Jacquelyn Segura, and certain of their affiliates, who collectively hold approximately 2.7 million Shares—the largest ownership block in Next Level other than Motorola—have contractually committed to tender to Motorola all Shares owned by them pursuant to the Amended Offer. See Special Factors—Section 3 ("Lock-Up Agreements").



•

Next Level, Next Level Partners, LLC, and Spencer and Jacquelyn Segura have dismissed the lawsuit that they brought against Motorola in an effort to stop the tender offer. In addition, Motorola and Next Level have reached an agreement in principle (subject to court approval) with the plaintiffs in the six shareholder class action lawsuits to settle all known pending shareholder litigation. See Supplemental Terms of the Tender Offer—Section 9 ("Certain Legal Matters").



•

The Amended Offer is conditioned on, among other things, the valid and unwithdrawn tender of at least a majority of the Shares owned by persons other than Motorola and certain other persons as set forth in the Introduction—Minimum Tender Condition (the "Minimum Tender Condition"). The Amended Offer is subject to certain other conditions set forth in the Offer to Purchase and as supplemented by this Supplement. Those conditions include a requirement that

iii

Next Level's board of directors and the Independent Committee not withdraw, amend or modify its Solicitation/Recommendation Statement filed on Schedule 14D-9 as amended on the date hereof to recommend that Next Level shareholders tender their Shares. See Supplemental Terms of the Tender Offer—Section 8 ("Certain Conditions of the Amended Offer").

•

If the Amended Offer is completed, Motorola will, if necessary, exercise warrants and conversion rights of preferred stock sufficient for it to own 90% of the Shares, and Motorola will effect a merger (the "Merger") between Next Level and a wholly owned subsidiary of Motorola under the "short form" merger provisions of the Delaware General Corporation Law (the "DGCL"). The consideration paid in the Merger will be the same consideration paid in the Amended Offer. See Offer to Purchase: The Tender Offer—Section 8 ("Merger and Appraisal Rights; 'Going Private' Rules") for more information on the Merger.

•

This is a "going private" transaction. As a result of the Merger:



•

Motorola would own directly or indirectly all of the equity interests in Next Level;



•

Next Level's current shareholders would no longer have any interest in Next Level's future earnings and growth, if any;



•

Next Level would no longer be a public company, and its financial statements would no longer be publicly available; and



•

Next Level common stock would no longer trade on the Nasdaq National Market.

See Offer to Purchase: Special Factors—Section 5 ("Certain Effects of the Offer and Merger") for more information on the effects of the Amended Offer and Merger.

•

Shareholders who sell their Shares in the Amended Offer will, if the Amended Offer is completed, receive cash for their Shares sooner than shareholders who wait for the Merger, but shareholders who tender will not be entitled to a judicial appraisal of the fair value of their Shares under Section 262 of the DGCL. If the Amended Offer and Merger are completed, any shareholders who do not tender their Shares may properly dissent from the Merger and exercise such appraisal rights. However, failure to timely follow the procedures set forth in Section 262 of the DGCL may result in a loss of such rights. See Offer to Purchase: The Tender Offer—Section 8 ("Merger and Appraisal Rights; 'Going Private' Rules") for more information on appraisal rights.

iv

QUESTIONS AND ANSWERS ABOUT THE AMENDED OFFER

HOW IS MOTOROLA AMENDING ITS TENDER OFFER?

        Motorola is amending its tender offer to increase the offer price from $1.04 to $1.18 per share in cash. The $1.18 per Share price represents a 25.5% premium over the closing price on March 21, 2003, which was the last trading day prior to the announcement of the increase to $1.18 per Share in the Amended Offer, and a 13.5% increase above the $1.04 per Share price originally offered by Motorola in the Offer to Purchase. The $1.18 per Share price also represents a 29.8% premium over the closing price January 10, 2003, which was the last trading day prior to Motorola's announcement of an intention to commence a tender offer for the remaining Shares of Next Level at $1.04 per Share and premiums of 46.0%, 39.2% and 33.5% over the 90, 20 and 5 trading days ending on January 10, 2003 respectively. You should obtain a recent market quotation for Shares of the Common Stock of Next Level in deciding whether to tender your Shares. See Supplemental Terms of The Tender Offer—Section 5 ("Price Range of Shares; Dividends").

DOES NEXT LEVEL RECOMMEND THAT I TENDER MY SHARES IN THE AMENDED OFFER?

        Yes. Next Level recommends that you tender your Shares in the Offer. Next Level's determination of the fairness of the Offer was made by Next Level's board of directors acting on the advice of its Independent Committee with only one of four members dissenting.

IF I ALREADY TENDERED MY SHARES IN THE ORIGINAL OFFER, DO I HAVE TO DO ANYTHING NOW?

        No. Shareholders who previously validly tendered their Shares and have not withdrawn them do not have to take any further action. If the Amended Offer is completed, these shares will be accepted for payment and such shareholders will receive the increased price of $1.18 per share.

HAS THE EXPIRATION DATE OF THE TENDER OFFER BEEN CHANGED?

        The expiration date of the Amended Offer is 5:00 P.M., New York City time, on Friday, April 11, 2003.

WHO CAN I TALK TO IF I HAVE QUESTIONS ABOUT THE TENDER OFFER?

        If you have questions or you need assistance you should contact the Information Agent at the following address and telephone number:

Georgeson Shareholder Communications Inc.
17 State Street, 10th floor
New York, New York 10004
Toll Free: 866-203-9357
Banks and Brokers may call collect: 212-440-9800

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TABLE OF CONTENTS

		Page
SUMMARY TERM SHEET		iii
QUESTIONS AND ANSWERS ABOUT THE AMENDED OFFER		v
INTRODUCTION		1
SPECIAL FACTORS		4
1.	BACKGROUND OF AMENDED OFFER	4
2.	NEXT LEVEL'S POSITION REGARDING THE FAIRNESS OF THE AMENDED OFFER	5
3.	LOCK-UP AGREEMENTS	6
4.	MOTOROLA'S POSITION REGARDING THE FAIRNESS OF THE AMENDED OFFER	6
SUPPLEMENTAL TERMS OF THE TENDER OFFER		9
1.	TERMS OF THE AMENDED OFFER	9
2.	ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES	9
3.	PROCEDURE FOR TENDERING SHARES	9
4.	RIGHTS OF WITHDRAWAL	9
5.	PRICE RANGE OF SHARES; DIVIDENDS	10
6.	CERTAIN INFORMATION CONCERNING NEXT LEVEL	10
7.	CERTAIN INFORMATION CONCERNING MOTOROLA	10
8.	CERTAIN CONDITIONS OF THE AMENDED OFFER	10
9.	CERTAIN LEGAL MATTERS	11
10.	SOURCE AND AMOUNT OF FUNDS	12
11.	MISCELLANEOUS	12

TO THE HOLDERS OF SHARES OF COMMON STOCK
OF
NEXT LEVEL COMMUNICATIONS, INC.

INTRODUCTION

        The following information amends and supplements the Offer to Purchase of Motorola, Inc., a Delaware corporation ("Motorola"), dated January 27, 2003, as amended by amendments to the Tender Offer Statement filed by Motorola with the Securities and Exchange Commission ("SEC") (as so amended, the "Offer to Purchase") to purchase all of the outstanding shares of Common Stock, par value $.01 per share (the "Shares"), of Next Level Communications, Inc., a Delaware corporation ("Next Level"), not owned by Motorola or its subsidiaries, at the increased price of $1.18 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal as amended and supplemented by this Supplement (this "Supplement") to the Offer to Purchase (together, the "Amended Offer"). Tendering shareholders will not be obligated to pay brokerage fees or commissions or, subject to Instruction 6 of the revised Letter of Transmittal, transfer taxes on the purchase of Shares by Motorola pursuant to the Offer. Motorola will pay all charges and expenses of J.P. Morgan Securities Inc. ("JPMorgan" or "Dealer Manager"), Mellon Investor Services LLC (the "Depositary") and Georgeson Shareholder Communications Inc. (the "Information Agent").

THE BOARD OF DIRECTORS OF NEXT LEVEL COMMUNICATIONS, INC. ("NEXT LEVEL"), ACTING ON THE ADVICE OF THE COMMITTEE OF INDEPENDENT DIRECTORS OF NEXT LEVEL'S BOARD OF DIRECTORS (THE "INDEPENDENT COMMITTEE"), HAS DETERMINED THAT THE AMENDED OFFER IS FAIR TO NEXT LEVEL'S UNAFFILIATED SHAREHOLDERS, AND NEXT LEVEL RECOMMENDS THAT SUCH SHAREHOLDERS ACCEPT THE AMENDED OFFER AND TENDER THEIR SHARES PURSUANT TO THE AMENDED OFFER.

THE AMENDED OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN A NUMBER OF SHARES OF NEXT LEVEL WHICH, EXCLUDING THE SHARES BENEFICIALLY OWNED BY MOTOROLA AND CERTAIN OTHER PERSONS, AS SET FORTH IN THE OFFER TO PURCHASE UNDER THE HEADING "INTRODUCTION—MINIMUM TENDER CONDITION," WILL CONSTITUTE AT LEAST A MAJORITY OF THE OUTSTANDING SHARES AS OF THE DATE THE SHARES ARE ACCEPTED FOR PAYMENT PURSUANT TO THE OFFER (THE "MINIMUM TENDER CONDITION"). THE AMENDED OFFER IS ALSO SUBJECT TO CERTAIN OTHER CONDITIONS AS SET FORTH IN THE OFFER TO PURCHASE UNDER THE HEADING THE TENDER OFFER—SECTION 10 ("CERTAIN CONDITIONS OF THE OFFER") AS THE SAME HAVE BEEN AMENDED BY MOTOROLA AND IN THIS SUPPLEMENT UNDER THE HEADING SUPPLEMENTAL TERMS OF THE TENDER OFFER—SECTION 8 ("CERTAIN CONDITIONS OF THE AMENDED OFFER").

THIS SUPPLEMENT AND THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION AND SHOULD BE READ IN THEIR ENTIRETY TOGETHER WITH THE OFFER TO PURCHASE BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.

        Except as otherwise expressly set forth in this Supplement, the terms and conditions previously set forth in the Offer to Purchase and the related Letter of Transmittal remain applicable in all respects to the Offer and are incorporated herein by this reference. This Supplement should be read carefully in conjunction with the Offer to Purchase and the Letter of Transmittal. Capitalized terms used herein and not otherwise expressly defined shall have the meanings set forth in the Offer to Purchase.

        Procedures for tendering Shares are set forth in the Offer to Purchase under the heading The Tender Offer—Section 3 ("Procedure for Tendering Shares"). Tendering shareholders may continue to use the original (blue) Letter of Transmittal and the original (green) Notice of Guaranteed Delivery

previously circulated with the Offer to Purchase, or they may use the revised (purple) Letter of Transmittal and the revised (orange) Notice of Guaranteed Delivery circulated with this Supplement. Although the Letter of Transmittal previously circulated with the Offer to Purchase refers only to the Offer to Purchase, shareholders using such document to tender their Shares will nevertheless be deemed to be tendering pursuant to the Amended Offer and will receive the increased offer price per Share described in this Supplement if Shares are accepted for payment and paid for by Motorola pursuant to the Amended Offer.

        SHARES PREVIOUSLY VALIDLY TENDERED AND NOT WITHDRAWN CONSTITUTE VALID TENDERS FOR PURPOSES OF THE OFFER. SHAREHOLDERS ARE NOT REQUIRED TO TAKE ANY FURTHER ACTION WITH RESPECT TO SUCH SHARES IN ORDER TO RECEIVE THE INCREASED OFFER PRICE OF $1.18 PER SHARE IF SHARES ARE ACCEPTED FOR PAYMENT AND PAID FOR BY MOTOROLA PURSUANT TO THE AMENDED OFFER. THE PROCEDURES FOR WITHDRAWING SHARES TENDERED PURSUANT TO THE AMENDED OFFER ARE SET FORTH IN THE OFFER TO PURCHASE UNDER THE HEADING THE TENDER OFFER—SECTION 4 ("RIGHTS OF WITHDRAWAL").

Purpose Of The Amended Offer; The Merger

        The purpose of the Amended Offer is to acquire for cash as many outstanding Shares as necessary for Motorola to own at least 90% of the Shares as a first step in acquiring the entire equity interest in Next Level. Motorola believes that it has sufficient currently exercisable warrants and conversion rights of preferred stock that would permit it, directly or indirectly through its subsidiaries, to acquire 90% of the Shares so long as the Minimum Tender Condition is satisfied.

        Upon consummation of the Amended Offer, and provided that Motorola then owns 90% of the outstanding Shares and all other classes of Next Level capital stock, Motorola will effect a merger between Next Level and a wholly owned subsidiary of Motorola pursuant to the "short form" merger provisions of Section 253 of the Delaware General Corporation Law ("DGCL") without prior notice to, or any action by, any other shareholder of Next Level (the "Merger"). This Merger will result in each then outstanding Share (other than Shares owned by Motorola or its subsidiaries, or Shares, if any, held by shareholders who are entitled to and who properly exercise dissenters' rights under Delaware law) being converted into the right to receive the same amount of cash consideration paid in the Amended Offer. See Offer to Purchase: The Tender Offer—Section 7 ("Certain Information Concerning Motorola").

Minimum Tender Condition

        The Amended Offer is conditioned on, among other things, the Minimum Tender Condition being satisfied, meaning that Next Level shareholders (other than (a) Motorola, its subsidiaries, affiliates, officers and directors, (b) the officers of Next Level, and (c) Eugene Delaney and Gray Benoist, who are members of Next Level's board of directors designated by Motorola (collectively, the "Excluded Shareholders")) have validly tendered and not withdrawn a majority of the outstanding Shares owned by them as of the date the Shares are accepted for payment pursuant to the Amended Offer. For purposes of the Minimum Tender Condition, the officers of Motorola and Next Level are those management personnel qualifying as "officers" of Motorola or Next Level, as applicable, within the meaning of Rule 16a-1 promulgated under the Securities Exchange Act.

        Based on information about Next Level's capitalization recently provided to Motorola by Next Level's financial advisors and Next Level's Solicitation and Recommendation Statement filed on Schedule 14D-9 on February 4, 2003, approximately 87,198,384 Shares are currently issued and outstanding. Of those Shares, 22,996,389 Shares are owned by persons other than the Excluded Shareholders. In addition, according to the information provided to Motorola, there are approximately

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outstanding warrants and stock options for the purchase of 5,070,520 Shares that are exercisable at $1.18 or less. Of those Shares reserved in respect of options and warrants, approximately 4,820,520 Shares are reserved in respect of stock options held by persons other than the Excluded Shareholders.

        Based on the foregoing, the Minimum Tender Condition would be satisfied if Next Level shareholders tender (and do not withdraw) at least 11,498,195 Shares (assuming none of the outstanding stock options or warrants held by persons other than Excluded Shareholders are exercised prior to expiration of the Amended Offer). However, the number of Shares required to satisfy the Minimum Tender Condition would increase by one-half of the number of Shares that are issued by Next Level in respect of stock options or warrants exercised prior to the expiration of the Amended Offer (or, assuming the exercise of all options or warrants held by persons other than Excluded Shareholders, by 2,410,260 additional Shares).

        Of the 22,996,389 Shares referred to above, approximately 2.7 million Shares are held of record or beneficially owned by Next Level Partners, LLC, and Spencer and Jacquelyn Segura, and certain of their affiliates, each of whom are affiliates of Spencer Trask Media and Communications Group (collectively, the "Spencer Trask Shareholders"). Each of the Spencer Trask Shareholders has contractually committed to tender their Shares pursuant to the Amended Offer. See Special Factors—Section 3 ("Lock-Up Agreement").

        Next Level has also advised Motorola that Walter Clay, who is the only member of Next Level's Board of Directors owning any Shares, intends to tender all of his Shares pursuant to the Amended Offer, except to the extent of any restrictions created by Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

        THIS SUPPLEMENT, THE OFFER TO PURCHASE AND THE REVISED (PURPLE) LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION AND SHOULD BE READ IN THEIR ENTIRETY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE AMENDED OFFER.

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SPECIAL FACTORS

1.    BACKGROUND OF AMENDED OFFER

        Motorola commenced the Offer on January 27, 2003 in accordance with SEC rules by making available and disseminating to Next Level shareholders the Offer to Purchase and related Letter of Transmittal and by filing a Tender Offer Statement on Schedule TO (as amended, the "Schedule TO") with the SEC. As disclosed in the Schedule TO, representatives of Motorola and Next Level's Independent Committee discussed Motorola's tender offer on several occasions, but those discussions did not result in agreement on any issue with respect to the Offer. The following provides a summary of the contacts and negotiations resulting in the Amended Offer.

•

From March 7, 2003 through March 13, 2003, representatives of Morgan Stanley and JPMorgan discussed the status of the Offer.

•

On March 13, 2003, Paul Latchford (a member of the Independent Committee), Michael Norris (Next Level's chief executive officer), Donald McLellan (a Motorola executive) and representatives of Morgan Stanley and JPMorgan met in Schaumberg, Illinois. Walter Clay (another member of the Independent Committee) and Richard Smith (a Motorola executive who formerly was a director of Next Level) attended by conference telephone. The Next Level representatives sought to discuss alternate transactions in which Next Level would remain an independent company and the parties also discussed different tender offer consideration in kind and amount, but failed to reach any agreement. On the same day, a representative of Morgan Stanley spoke with a representative of JPMorgan regarding the tender offer transaction.

•

On March 14, 2003, a representative of JPMorgan spoke with a representative of Morgan Stanley. In that discussion, the JPMorgan and Morgan Stanley representatives explored alternative prices to determine whether further negotiations would be fruitful.

•

On March 17, 2003, a representative of Morgan Stanley spoke with a representative of JPMorgan to discuss the possibility that the Independent Committee would take a neutral position with respect to the Offer if Motorola were to increase its price to $1.25 per share and the possibility that the Independent Committee would agree enter into a merger agreement with Next Level at a price of $1.50 per share.

•

On March 20, 2003, Mr. Latchford spoke with Messrs. McLellan and Smith and Mr. John O'Donohue (another member of Motorola management) on several occasions about possible changes to the Motorola Offer. Mr. McLellan indicated that Motorola might be prepared to increase its offer if the Independent Committee were to agree to enter into a merger agreement at a price per Share in the range of $1.14 per Share. Mr. Latchford indicated that a majority of the Independent Committee would not support such a proposal. On the same day, Alex Good (a member of the Independent Committee) and Mr. Latchford spoke to Mr. McLellan on several separate occasions about whether Motorola would increase its offer to $1.18 per share if the Independent Committee were to recommend in favor of the Motorola Offer at that price. Mr. McLellan indicated that Motorola would consider increasing its offer to that price only if (i) Next Level signed a merger agreement with Motorola, (ii) Next Level and the Spencer Trask Shareholders agreed to dismiss the litigation they had filed against Motorola and release Motorola from all claims, (iii) Motorola and Next Level reached agreements in principle in the shareholder class action litigations and (iv) the Spencer Trask Shareholders agreed to tender all of their shares at that price. Also on March 20, 2003, counsel to Next Level and Motorola spoke about a merger agreement and related issues.

•

On March 21, 2003, Messrs. Latchford, Clay and Good spoke with Mr. McLellan on several occasions about possible changes to the Motorola Offer. Mr. McLellan indicated that Motorola was prepared to increase its offer to $1.18 if (i) Next Level signed a merger agreement with Motorola, (ii) Next Level and the Spencer Trask Shareholders agreed to dismiss the litigation they had filed

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against Motorola and release Motorola from all claims, (iii) Next Level and Motorola reached agreements in principle in the shareholder class action litigations and (iv) the Spencer Trask Shareholders agreed to tender all of their shares at that price. Mr. Latchford indicated that a majority of the Independent Committee would support such a proposal, but the Independent Committee would not agree to sign a merger agreement that was not conditioned on the affirmative vote of a majority of Next Level's shareholders other than Motorola and the other Excluded Shareholders.

•

On March 22, 2003, Messrs. Latchford, Clay and Good spoke with Messrs. McLellan, Smith and O'Donohue to discuss the satisfaction of Motorola's conditions to increasing the Offer Price to $1.18 per Share. Messrs. Latchford, Clay and Good indicated that they were still not willing to agree to a merger agreement.

•

On March 23, 2003, McLellan agreed that Motorola would agree to increase the Offer Price to $1.18 per Share in the absence of a merger agreement with Next Level, provided that (i) the Independent Committee was willing to recommend that Next Level shareholders accept the tender offer, (ii) Next Level and the Spencer Trask Shareholders agreed to dismiss the litigation they had filed against Motorola and release Motorola from all claims, (iii) Next Level and Motorola reached agreements in principle in the shareholder class action litigations and (iv) the Spencer Trask Shareholders agreed to tender all of their shares at that price.

•

On March 23, 2003, Motorola received assurances that the Spencer Trask Shareholders would tender their Shares in the Amended Offer. The Lock-Up Agreements were signed as of March 25, 2003.

•

On March 23, 2003, the Independent Committee met telephonically to discuss and approve the increased price per share of the Amended Offer and the proposed settlement agreement with Motorola. The Independent Committee approved recommendation of the Amended Offer and proposed settlement agreement by a three to one vote.

•

On March 24, 2003, agreements were reached, subject to court approval, to settle litigation among Motorola, Next Level and the shareholder class action plaintiffs. In addition, Next Level, the Spencer Trask Shareholders and Motorola entered into an agreement to settle the litigation Next Level and the Spencer Trask Shareholders had filed against Motorola.

•

On March 24, 2003, Motorola and Next Level jointly announced an increase in the Offer Price to $1.18 per Share, Next Level's favorable recommendation of the Amended Offer and the settlement of the litigation.

•

On the date of this Supplement, Next Level filed with the SEC a Solicitation/Recommendation Statement recommending that Next Level shareholders tender their Shares in the Amended Offer.

2.    NEXT LEVEL'S POSITION REGARDING THE FAIRNESS OF THE AMENDED OFFER

        The rules of the SEC require Next Level to express its belief as to the fairness of the Amended Offer to Next Level's shareholders who are not affiliated with Next Level or Motorola. Next Level has provided its statement of belief in Amendment No. 11 to its Schedule 14D-9 Solicitation and Recommendation Statement ("Schedule 14D-9"), dated the date hereof, which will be mailed to Next Level shareholders. In the Schedule 14D-9, Next Level recommends that Next Level shareholders tender their Shares in the Amended Offer.

        Next Level's determination to recommend that Next Level shareholders tender into the Amended Offer was made upon a recommendation, by a three-to-one vote, of the Independent Committee. As a result of the potential conflict of interest arising from current or past affiliations between the members of the Next Level board of directors (other than the members of the Independent Committee) and Motorola, the Next Level board of directors delegated to the Independent Committee the authority to

5

consider and make a recommendation regarding the Amended Offer to the shareholders not affiliated with Next Level or Motorola. Messrs. Benoist and Delaney recused themselves from consideration of the Offer because of their affiliation with Motorola. In addition, Next Level director Kraig Kornblau dissented from the decision of the Next Level's board of directors and Independent Committee for the reasons described in the Schedule 14D-9. See the Schedule 14D-9 for more information about the determination made by the Independent Committee and Next Level's board of directors, as well as Mr. Kornblau's dissent therefrom.

3.    LOCK-UP AGREEMENTS

        On March 23, 2003, representatives of each of the Spencer Trask Shareholders stated that they would promptly enter into a Lock-Up Agreement (collectively the "Lock-Up Agreements"), pursuant to which the Spencer Trask Shareholders would contractually affirm their intention to tender (and not to withdraw) all Shares owned by them into the Amended Offer at a price of $1.18 per Share. The Spencer Trask Shareholders also agreed to use reasonable efforts to cause certain additional Shares beneficially owned by them through affiliated partnerships to be tendered in the Amended Offer. The Lock-Up Agreements were signed by the parties as of March 25, 2003.

        A copy of each Lock-Up Agreement was attached as an exhibit to Amendment No. 13 to the Schedule TO filed by Motorola with the SEC on the date of this Supplement, and the summary description of the Lock-Up Agreements is qualified in its entirety by reference to the Lock-Up Agreements.

4.    MOTOROLA'S POSITION REGARDING THE FAIRNESS OF THE AMENDED OFFER

        The rules of the SEC require Motorola to express its belief as to the fairness of the Amended Offer to Next Level's unaffiliated shareholders.

        Motorola made its initial fairness determination in connection with the tender offer on January 11, 2003. Motorola's Board of Directors ("Motorola Board") by resolution has delegated the authority to its Chief Executive Officer to execute, consummate and deliver all certifications and other documents on behalf of Motorola in connection with any acquisition transaction of the size of the original Offer and this Amended Offer without further board approval. Under the Motorola Board's resolution, the Chief Executive Officer has the right to delegate this authority to other persons, and he delegated this authority in connection with the Offer to a three-person committee ("Committee") consisting of members of Motorola management. The Committee met on a number of occasions during the period from January 9, 2003 through January 11, 2003 to determine whether and how to acquire the common stock of Next Level not owned by Motorola or its subsidiaries, to set an offer price per share, and to consider the procedural and substantive fairness of the transaction to Next Level's unaffiliated shareholders. On January 11, 2003, the Committee decided to proceed with a tender offer at the purchase price and with the procedural protections included in the Offer to Purchase and determined, on behalf of Motorola, that a tender offer so structured would be both procedurally and substantively fair to Next Level's unaffiliated shareholders for the reasons stated in the Offer to Purchase. The decision of the Committee was unanimous. The Motorola Board was fully informed of management's consideration of the tender offer, and no director has raised an objection that the Offer at the price and on the other terms set forth in the Offer to Purchase was unfair to Next Level's unaffiliated shareholders.

        In connection with the Amended Offer, the Committee met on March 23, 2003, and, on behalf of Motorola, unanimously made a determination as to the fairness of the Amended Offer to Next Level's unaffiliated shareholders.

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        Motorola believes that the Amended Offer, with its increased Offer Price of $1.18 per Share, is both financially and procedurally fair to shareholders who are not affiliated with Next Level or Motorola, based on the following:

•

The $1.18 cash per share Amended Offer Price and other terms resulted from active negotiations between the Independent Committee and its representatives and Motorola and its representatives. The Independent Committee consisted of four members of Next Level's board of directors, who are not employees or affiliates of Motorola or Next Level and who were appointed solely to represent the interest of Next Level shareholders who are not affiliated with Motorola. The Independent Committee retained its own independent financial and legal advisors. Messrs. Delaney and Benoist, who are members of Next Level's board of directors designated by Motorola, abstained from discussions regarding the Offer and the Amended Offer.



•

As the independent financial advisor to Next Level's Independent Committee, Morgan Stanley rendered an opinion to the effect that as of the date of the opinion and subject to the assumptions and qualifications contained therein, the Amended Offer is fair to Next Level's unaffiliated shareholders from a financial point of view. A copy of the written opinion of Morgan Stanley was attached to the Schedule 14D-9 filed by Next Level on the date of this Supplement.



•

The Spencer Trask Shareholders, who collectively hold approximately 2.7 million Shares and own the largest block of Shares other than those owned by Motorola, have committed to tendering their Shares in the Amended Offer at $1.18 per Share.



•

The Delaware Chancery Court in and for New Castle County, in denying Next Level's and the Spencer Trask Shareholders' efforts to enjoin Motorola's tender offer, found that "the record developed in connection with these expedited proceedings supports a conclusion that Motorola has fully and adequately disclosed all material information and that its tender offer is not inequitably coercive."



•

The Amended Offer is also conditioned upon the tender of a majority of the Shares not owned by Motorola or Excluded Shareholders. Motorola believes that Next Level shareholders are capable of evaluating the fairness of the Offer.



•

The $1.18 per Share price represents a 25.5% premium over the closing price on March 21, 2003, which was the last trading day prior to the announcement of the increase of the Offer Price to $1.18 per Share and a 13.5% increase above the $1.04 per Share price originally offered by Motorola in the Offer to Purchase. The $1.18 per Share price also represents a 29.8% premium over the closing price January 10, 2003, which was the last trading day prior to Motorola's announcement of an intention to commence a tender offer for the remaining Shares of Next Level at $1.04 per Share and premiums of 46.0%, 39.2% and 33.5% over the 90, 20 and 5 trading days ending on January 10, 2003 respectively.



•

Motorola believes Next Level's prospects are made highly uncertain by a lack of resources (including research, development and available financing), and a current inability to attract large customers sufficient to develop economies of scale necessary in its business. In Motorola's view, the lack of resources and scalability of Next Level's business substantially impairs Next Level's long-term competitive position.



•

Motorola believes that the decline in the trading price of the Shares over the last several years has reflected broader adverse market trends affecting telecommunications equipment suppliers, especially those that lack scale and financial resources. Because Motorola does not see any basis for believing these broader adverse market trends will reverse in the near future, and given Next Level's immediate funding needs, Motorola believes the opportunity for all Next Level shareholders to sell their Shares for $1.18 is beneficial to them.

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•

In fact, Motorola believes that the $1.18 price substantially exceeds the intrinsic value of the Shares. The price is: (i) $1.85 in excess of tangible book value per share of ($0.67) as of September 30, 2002; (ii) $1.95 to $2.18 in excess of the value of the shares determined by a discounted cash flow analysis by JPMorgan (included in JPMorgan's preliminary report) of Motorola's high case projections for Next Level for 2003 and 2004; and (iii) $3.85 to $3.87 in excess of the value determined by a discounted cash flow analysis by JPMorgan (included in JPMorgan's preliminary report) of Motorola's base case projections for Next Level for 2003 and 2004. Based on the JPMorgan Preliminary Report, the $1.18 price is also $1.59 to $2.35 per Share higher than the value that would be indicated by the trading prices of shares of other comparable public companies. See Special Factors—Section 9 ("Preliminary Report of JPMorgan to Motorola") in the Offer to Purchase and the full text of the Preliminary Report of JPMorgan, dated January 9, 2002, which is attached to the Schedule TO filed on January 27, 2003, as Exhibit (c)(i).

    A summary of the Offer Price as amended compared to these metrics is as follows:

Offer Price vs. Comparable Share Metrics

Offer Price	Tangible Book Value	High Case DCF	Base Case DCF	Comparables
$1.18	($0.67)	($0.77)-($1.00)	($2.67)-($2.69)	($0.41)-($1.17)

•

Motorola has, since February 2002, purchased shares of Preferred Stock, which are senior to shares of Next Level common stock in liquidation, dividends and other distributions and have certain other preferential rights described on Schedule C to the Offer to Purchase. The purchase price paid by Motorola in each of those transactions was determined based on the average closing price of the Shares on the five (5) trading days prior to the transaction. For example, the last such purchase occurred in December 2002, at which Motorola paid $830.00 per share of Series A-2 Preferred Stock. Each share of Series A-2 Preferred Stock had the right to vote as and convert into 1,000 shares of Next Level common stock, reflecting an effective price of $0.83 per Share. The purchase price included in the Offer reflects a 42.2% premium over that purchase price (treating such shares of preferred stock on an "as converted" basis). For a description of the rights and preferences of the Series A-2 Preferred Stock, see Schedule C of the Offer to Purchase.

        Motorola's belief that the Amended Offer is procedurally and substantively fair, however, should not be construed as a recommendation by Motorola as to whether you should tender your Shares. Motorola has not considered other factors, other than as stated above, regarding the fairness of the Amended Offer to Next Level shareholders who are not affiliated with Motorola. In particular, Motorola has not independently considered with respect to the fairness of the Amended Offer:

•

liquidation value, which Motorola does not believe to be relevant because a substantial portion of the proceeds of any liquidation would be paid to Next Level's creditors and holders of preferred stock before any distributions are made in respect of the Shares. Motorola believes the remainder of any such proceeds, if any, would be minimal.



•

other recent firm offers for Next Level, as Motorola is not aware of any.

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SUPPLEMENTAL TERMS OF THE TENDER OFFER

1.    TERMS OF THE AMENDED OFFER

        The discussion set forth in the Offer to Purchase under the heading The Tender Offer—Section 1 ("Terms of the Offer") is hereby amended and supplemented as follows:

        Motorola has amended its offer to purchase the Shares. The price per Share to be paid pursuant to the Amended Offer has been increased from $1.04 per Share to $1.18 per Share, net to the seller in cash, upon the terms and subject to the conditions of the Amended Offer. All shareholders whose Shares are validly tendered (and not withdrawn) and accepted for payment (including Shares tendered and not withdrawn prior to the date of this Supplement) will receive the increased price even if such shareholders have previously tendered (and not withdrawn) their Shares and take no further action.

        Upon the terms and subject to the conditions set forth in the Amended Offer (including terms and conditions set forth in Supplemental Terms of the Tender Offer—Section 8 ("Certain Conditions of the Amended Offer")), and if the Amended Offer is further extended, the terms and conditions of such extension or amendment (the "Offer Conditions"), Motorola will accept for payment, and pay for, Shares validly tendered on or prior to the Expiration Date and not withdrawn as permitted by Supplemental Terms of the Offer—Section 4 ("Rights of Withdrawal"). The term "Expiration Date" is hereby amended to mean 5:00 p.m., New York City time, on Friday, April 11, 2003, unless Motorola shall have extended the period for which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date on which the Offer, as so extended by Motorola, shall expire. The period from the original date of the Offer until 5:00 p.m., New York City time, on April 11, 2003, as such may be extended is referred to as the "Offering Period."

2.    ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES

        Motorola will accept for payment, and will pay for, the Shares in the Amended Offer as set forth in the Offer to Purchase under the heading The Tender Offer—Section 2 ("Acceptance for Payment and Payment for Shares").

3.    PROCEDURE FOR TENDERING SHARES

        Procedures for tendering Shares for the Amended Offer are set forth in the Offer to Purchase under the heading The Tender Offer—Section 3 ("Procedure for Tendering Shares"). Shareholders tendering shares may use the original (blue) Letter of Transmittal that was distributed with the Offer to Purchase or the revised (purple) Letter of Transmittal distributed with this Supplement and will nevertheless receive $1.18 per Share, upon the terms and subject to the conditions of the Offer.

4.    RIGHTS OF WITHDRAWAL

        The rights of withdrawal pursuant to the Amended Offer are set forth in the Offer to Purchase under the heading The Tender Offer—Section 4 ("Rights of Withdrawal").

9

5.    PRICE RANGE OF SHARES; DIVIDENDS

        The Shares are quoted on the Nasdaq National Market under the symbol "NXTV." The following table sets forth, for the calendar quarters indicated, the high and low sales prices for the Shares on the Nasdaq National Market based upon public sources:

Calendar Year		Sales Price High		Low
2002
	First Quarter	$	3.56	$	1.38
	Second Quarter	$	1.91	$	0.83
	Third Quarter	$	1.47	$	0.72
	Fourth Quarter	$	1.10	$	0.58
2003
	First Quarter (through March 25, 2003)	$	1.27	$	0.86

        On January 10, 2003, the last full trading day prior to announcement of the Offer, the reported closing price of the Shares on the Nasdaq National Market was $0.91 per Share. On January 24, 2003, the last full trading day prior to commencement of the Offer, the reported closing price of the Shares on the Nasdaq National Market was $1.22 per Share. On March 21, 2003, the last full trading day prior to the announcement of the Amended Offer, the closing price of the Shares on the Nasdaq National Market was $0.94 per Share. On March 25, the trading day immediately prior to the date of this Supplement, the closing price of the Shares in the Nasdaq National Market was $1.18 per Share. SHAREHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE SHARES.

        To date, Next Level has never paid a dividend on the Shares.

6.    CERTAIN INFORMATION CONCERNING NEXT LEVEL

        Detailed information concerning Next Level is set forth in the Offer to Purchase under the heading The Tender Offer—Section 6 ("Certain Information Concerning Next Level").

7.    CERTAIN INFORMATION CONCERNING MOTOROLA

        Detailed information concerning Motorola is set forth in the Offer to Purchase under the heading The Tender Offer—Section 7 ("Certain Information Concerning Motorola").

8.    CERTAIN CONDITIONS OF THE AMENDED OFFER

        The provisions of the Offer to Purchase under the heading The Tender Offer—Section 10 ("Certain Conditions of the Offer") are hereby supplemented as follows:

        In addition to the Offer Conditions set forth in the Offer to Purchase under the heading The Tender Offer—Section 10 ("Certain Conditions of the Offer"), as previously amended, the Amended Offer is also subject to the additional conditions that:

        (a)  The Independent Committee and the Next Level board of directors (or Next Level acting on the direction of the Independent Committee or board of directors) shall not have withdrawn or amended or modified in any manner adverse to Motorola (whether by amendment to Next Level's Solicitation/Recommendation Statement on Schedule 14D-9 or otherwise) its positive recommendation of the Amended Offer at any time on or prior to the Expiration Date; or

        (b)  The lawsuits described in the Offer to Purchase and the Schedule TO shall have been dismissed or resolved to Motorola's reasonable satisfaction on or before the Expiration Date; or

10

        (c)  The Spencer Trask Shareholders shall have validly tendered (and not withdrawn) their Shares pursuant to the terms of this Amended Offer and the Lock-Up Agreements.

        The foregoing additional conditions shall be Offer Conditions subject to the terms of the provisions of the Offer to Purchase (including those appearing under the heading The Tender Offer—Section 10 ("Certain Conditions of the Offer") and this Supplement.

        A public announcement shall be made of a material change in, or waiver of, such conditions, and the Amended Offer may, in certain circumstances, be extended in connection with any such change or waiver. All Offer Conditions, other than those conditions dependent upon the receipt of governmental approvals, must be satisfied or waived prior to the Expiration Date.

9.    CERTAIN LEGAL MATTERS

        A detailed description of legal matters is set forth in the Offer to Purchase under the heading The Tender Offer—Section 12 ("Certain Legal Matters") and in certain amendments to Motorola's Schedule TO filed with the SEC. The following supplements this section:

NEXT LEVEL LITIGATION.    On March 23, 2003, Next Level and the Spencer Trask Shareholders agreed to settle the litigation that they brought against Motorola in an effort to enjoin the tender offer in the matter of Next Level Communications, Inc. et al. v. Motorola, Inc., Civil Action No. 20144 (Court of Chancery of the State of Delaware in and for New Castle County). The basic terms of this agreement are that: (a) Motorola will increase its tender offer price to $1.18 per Share; (b) the plaintiffs will dismiss their claims and provide releases to Motorola and its officers, directors, employees and agents; (c) no financial payment will be made directly to the plaintiffs, and (d) Motorola will agree not seek any monetary damages from any member of the Next Level Independent Committee, other than what may be provided for pursuant to any available Directors and Officers' insurance policy. The full text of the Settlement Agreement among Motorola, Next Level and the Spencer Trask Shareholders was attached as an exhibit to Amendment No. 12 to the Schedule TO filed by Motorola on March 24, 2003, and the summary discussion of the terms of the settlement of this lawsuit is qualified in its entirety by reference to the text of that Settlement Agreement.

SHAREHOLDER CLASS ACTION LITIGATION.    On March 24, 2003, Motorola and Next Level reached an agreement in principle with counsel for the class plaintiffs in the following six actions:

•

Barry Feldman v. J. Michael Norris, et al., Civil Action No. 20114 (Court of Chancery of the State of Delaware in and for New Castle County);



•

Robert Bruckner v. Next Level Communications, Inc., et al., Civil Action No. 20115 (Court of Chancery of the State of Delaware in and for New Castle County);



•

Fishoff Family Foundation v. Michael J. Norris, et al., Civil Action No. 20118 (Court of Chancery of the State of Delaware in and for New Castle County);



•

Mary Gorton v. J. Michael Norris, et al., Civil Action No. 20119 (Court of Chancery of the State of Delaware in and for New Castle County);



•

Feldman v. Clay et al., Civil Action No. 20195 (Court of Chancery of the State of Delaware in and for New Castle County);



•

Sebastian v. Next Level Communications, Inc. et al., Case No. 231852 (Superior Court of the State of California for County of Sonoma).

The basic terms of the agreement, which is subject to court approval, are that: (a) Motorola will increase its tender offer price to $1.18 per Share; (b) no financial payment will be made directly to the class members; and (c) the class plaintiffs will dismiss their claims and provide releases to Motorola, Next Level Communications, Inc., and their respective officers, directors, employees or agents (other

11

than releases of claims of dissenters' rights under Section 262 of the DGCL). In conjunction with the settlement, Motorola will pay (and not to oppose a fee application of) up to $525,000 and expenses of not more than $25,000.

        The full text of the Memorandum of Understanding among counsel to the parties to these lawsuits was attached as an exhibit to Amendment No. 12 to the Schedule TO filed by Motorola on March 24, 2003. This summary discussion of the settlement terms is qualified in its entirety by reference to the text of the Memorandum of Understanding.

10.  SOURCE AND AMOUNT OF FUNDS

        As a result of the Amended Offer, Motorola estimates that the total amount of funds required to purchase all of the outstanding Shares (other than those already owned by Motorola or its affiliates) pursuant to the Amended Offer and to pay related fees and expenses will be approximately $36.5 million. Motorola has sufficient resources to pay this amount and will pay these funds from its cash on hand.

11.  MISCELLANEOUS

        Motorola has filed with the SEC a Tender Offer Statement on Schedule TO and amendments thereto pursuant to Rule 14d-3 of the General Rules and Regulations under the Exchange Act, furnishing certain additional information with respect to the Offer. Motorola reserves the right to make further amendments to the Offer to Purchase and to file additional amendments to the Schedule TO. Such Tender Offer Statement and any amendments thereto, including exhibits, may be examined and copies may be obtained from the principal office of the SEC in Washington, D.C. in the manner set forth in the Offer to Purchase under the heading The Tender Offer—Section 6 ("Certain Information Concerning Next Level").

        EXCEPT AS OTHERWISE SET FORTH IN THIS SUPPLEMENT AND IN THE LETTER OF TRANSMITTAL, THE TERMS AND CONDITIONS PREVIOUSLY SET FORTH IN THE OFFER TO PURCHASE REMAIN APPLICABLE IN ALL RESPECTS TO THE AMENDED OFFER, AND THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE OFFER TO PURCHASE AND RELATED LETTER OF TRANSMITTAL, AS THE SAME HAVE BEEN AMENDED.

MOTOROLA, INC.

        March 26, 2003

12

The Depositary for the Amended Offer is:

MELLON INVESTOR SERVICES LLC

By Mail:	By Hand:	By Overnight, Certified or
P.O. Box 3301 South Hackensack NJ 07606 Attn: Reorganization Dept. 07660	120 Broadway—13th Floor New York, NY 10271 Attn: Window Facility	85 Challenger Road Mail Stop—REORG Ridgefield Park, NJ

By Facsimile:	Confirm Facsimile by Telephone:
(201) 296-4293 (For Eligible Institutions Only)	(201) 296-4860 (For Confirmation Only)

        Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers listed below. Additional copies of this Offer to Purchase, the Letter of Transmittal and other tender offer materials may be obtained from the Information Agent as set forth below and will be furnished promptly at Motorola's expense. You may also contact the Dealer Manager or your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Amended Offer is:

17 State Street, 10th Floor
New York, New York 10004
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll-Free (866) 203-9357

The Dealer Manager for the Amended Offer is:

277 Park Avenue, 2nd Floor
New York, New York 10172
(212) 622-2624 (CALL COLLECT)
(866) 262-0777 (CALL TOLL-FREE)

QuickLinks

EXHIBIT 99(a)(1)(xxii)

SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE AMENDED OFFER
TABLE OF CONTENTS

EX-99.(A)(1)(XXIII)

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EXHIBIT (a)(1)(xxiii)

LETTER OF TRANSMITTAL

TO TENDER SHARES OF COMMON STOCK
PAR VALUE $.01 PER SHARE

OF

NEXT LEVEL COMMUNICATIONS, INC.
NOT OWNED BY MOTOROLA, INC. OR ITS SUBSIDIARIES

AT AN INCREASED CASH PRICE OF $1.18 PER SHARE

PURSUANT TO THE OFFER TO PURCHASE, DATED JANUARY 27, 2003,
AS HERETOFORE AMENDED,
AND THE SUPPLEMENT THERETO, DATED MARCH 26, 2003

BY

MOTOROLA, INC.

THE AMENDED OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON FRIDAY, APRIL 11, 2003 ("EXPIRATION DATE"), WHICH DATE MAY BE EXTENDED.

The Depositary for the Amended Offer is:

MELLON INVESTOR SERVICES LLC

By Mail:
Overpeck Centre
Ridgefield Park, NJ 07660
By Courier:
Overpeck Centre
Ridgefield Park, NJ 07660
By Hand:
Overpeck Centre
Ridgefield Park, NJ 07660

BY FACSIMILE TRANSMISSION:
(FOR ELIGIBLE INSTITUTIONS ONLY)

(201) 296-4293

Confirm Facsimile Transmission by Telephone Only:

(201) 296-4860

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE THEREFOR PROVIDED BELOW AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW.

THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

DESCRIPTION OF THE SHARES TENDERED
Name(s) and address(es) of Registered Holder(s) (please fill in, if blank, exactly as name(s) appear(s) on certificate(s))		Shares tendered (attach additional signed list if necessary)
	Certificate number(s)(1)	Number represented by certificate(s)(1)	Number of shares tendered(2)
	Total shares tendered

(1)

Need not be completed by Book-Entry Shareholders.

(2)

Unless otherwise indicated, all shares represented by share certificates delivered to the Depositary will be deemed to have been tendered. See Instruction 4.

o

Check here if certificates have been lost, destroyed or mutilated. See Instruction 11.

Number of shares represented by lost, destroyed or mutilated certificates:                         .

        This revised (purple) Letter of Transmittal or the original (blue) Letter of previously circulated is to be used by Shareholders of Next Level Communications, Inc. if certificates for the Shares (as defined below) are to be forwarded herewith or, unless an Agent's Message (as defined in Instruction 2 below) is utilized, if delivery of the Shares is to be made by Book-Entry Transfer to an account maintained by the Depositary (as defined in the Introduction to the Offer to Purchase) at the Book-Entry Transfer Facility (as defined in and pursuant to the procedures set forth in The Tender Offer—Section 2 ("Acceptance for Payment and Payment for Shares") in the Offer to Purchase). Holders who deliver Shares by Book-Entry Transfer are referred to herein as "Book-Entry Shareholders" and other Shareholders who deliver Shares are referred to herein as "Certificate Shareholders."

        Shareholders whose certificates for the Shares are not immediately available or who cannot deliver either the certificates for, or a Book-Entry Confirmation (as defined in Section 2 of the Offer to Purchase) with respect to, their Shares and all other documents required hereby to the Depositary prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase) must tender their Shares pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

o

CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

Name of Tendering Institution:

Account Number:

Transaction Code Number:

o

CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:

Name(s) of Registered Owner(s):

Window Ticket Number (if any):

Date of Execution of Notice of Guaranteed Delivery:

Name of Eligible Institution which Guaranteed Delivery:

If delivery is by Book-Entry transfer (provide the following), check box: o

Account Number:

Transaction Code Number:

NOTE: SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ THE INSTRUCTIONS SET FORTH IN
THIS LETTER OF TRANSMITTAL CAREFULLY

Ladies and Gentlemen:

        The undersigned hereby tenders to Motorola, Inc., a Delaware corporation ("Motorola"), the above-described shares of Common Stock, par value $.01 per share (the "Shares"), of Next Level Communications, Inc., a Delaware corporation ("Next Level"), at $1.18 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 27, 2003 (as heretofore amended, the "Offer to Purchase"), as amended and supplemented by the Supplement to the Offer to Purchase, dated March 26, 2003 (the "Supplement") and in this related revised Letter of Transmittal (which, together with any amendments or supplements hereto or thereto, collectively constitute the "Amended Offer"). The undersigned understands that Motorola reserves the right to transfer or assign in whole or in part from time to time to one or more of its affiliates the right to purchase all or any portion of the Shares tendered pursuant to the Amended Offer, but any such transfer or assignment will not relieve Motorola of its obligations under the Amended Offer and will in no way prejudice the rights of tendering Shareholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Amended Offer. Receipt of the Amended Offer is hereby acknowledged.

        Upon the terms and subject to the conditions of the Amended Offer (and if the Amended Offer is extended or amended, the terms of any such extension or amendment), subject to, and effective upon, acceptance for payment of the Shares tendered herewith in accordance with the terms of the Amended Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Motorola, all right, title and interest in and to all the Shares that are being tendered hereby (and any and all non-cash dividends, distributions, rights, other Shares or other securities issued or issuable in respect thereof on or after January 27, 2003 (collectively, "Distributions")) and irrevocably constitutes and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares (and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver certificates for such Shares (and any and all Distributions), or transfer ownership of such Shares (and any and all Distributions) on the account books maintained by the Book-Entry Transfer Facility, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of Motorola, (ii) present such Shares (and any and all Distributions) for transfer on the books of the Company, and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any and all Distributions), all in accordance with the terms of the Amended Offer.

        By executing this Letter of Transmittal, the undersigned hereby irrevocably appoints Motorola, its officers and designees, and each of them, the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, (i) to vote at any annual or special meeting of Next Level's Shareholders or any adjournment or postponement thereof or otherwise in such manner as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper with respect to, (ii) to execute any written consent concerning any matter as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper with respect to, and (iii) to otherwise act as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper with respect to, all of the Shares (and any and all Distributions) tendered hereby and accepted for payment by Motorola. This appointment will be effective if and when, and only to the extent that, Motorola accepts such Shares for payment pursuant to the Amended Offer. This power of attorney and proxy are irrevocable and are granted in consideration of the acceptance for payment of such Shares in accordance with the terms of the Amended Offer. Such acceptance for payment shall, without further action, revoke any prior powers of attorney and proxies granted by the undersigned at any time with respect to such Shares (and any and all Distributions), and no subsequent powers of attorney, proxies, consents or revocations may be given by the undersigned with respect thereto (and, if given, will not be deemed effective). Motorola reserves the right to require that, in order for the Shares to be deemed validly tendered, immediately upon Motorola's acceptance for payment of such Shares, Motorola must

be able to exercise full voting, consent and other rights with respect to such Shares (and any and all Distributions), including voting at any meeting of Next Level's shareholders.

        The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered hereby and all Distributions, that the undersigned owns the Shares tendered hereby within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that the tender of the tendered Shares complies with Rule 14e-4 under the Exchange Act, and that when the same are accepted for payment by Motorola, Motorola will acquire good, marketable and unencumbered title thereto and to all Distributions, free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or Motorola to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby and all Distributions. In addition, the undersigned shall remit and transfer promptly to the Depositary for the account of Motorola all Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, Motorola shall be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire purchase price of the Shares tendered hereby or deduct from such purchase price the amount or value of such Distribution as determined by Motorola in its sole discretion.

        All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of the undersigned. This tender is irrevocable; provided that Shares tendered pursuant to the Amended Offer may be withdrawn at any time on or prior to the Expiration Date and, unless theretofore accepted for payment as provided in the Offer to Purchase, may also be withdrawn at any time after Friday, April 11, 2003, subject to the withdrawal rights set forth in The Tender Offer—Section 4 ("Rights of Withdrawal") in the Offer to Purchase.

        The undersigned understands that the valid tender of the Shares pursuant to any one of the procedures described in The Tender Offer—Section 3 ("Procedures for Tendering Shares") in the Offer to Purchase and in the Instructions hereto will constitute a binding agreement between the undersigned and Motorola upon the terms and subject to the conditions of the Amended Offer (and if the Amended Offer is extended or amended, the terms or conditions of any such extension or amendment). Without limiting the foregoing, if the price to be paid in the Amended Offer is amended in accordance with the terms of the Offer to Purchase, the price to be paid to the undersigned will be the amended price notwithstanding the fact that a different price is stated in this Letter of Transmittal. The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, Motorola may not be required to accept for payment any of the Shares tendered hereby.

        Unless otherwise indicated under "Special Payment Instructions," please issue the check for the purchase price of all Shares purchased and/or return any certificates for any Shares not tendered or accepted for payment in the name(s) of the registered holder(s) appearing above under "Description of the Shares Tendered." Similarly, unless otherwise indicated under "Special Delivery Instructions," please mail the check for the purchase price of all Shares purchased and/or return any certificates for any Shares not tendered or not accepted for payment (and any accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing above under "Description of the Shares Tendered." In the event that the boxes entitled "Special Payment Instructions" and "Special Delivery Instructions" are both completed, please issue the check for the purchase price of all Shares purchased and/or return any certificates evidencing Shares not tendered or not accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and/or return any such certificates (and any accompanying documents, as appropriate) to, the person(s) so indicated. Unless otherwise indicated herein in the box entitled "Special Payment Instructions," please credit any Shares tendered herewith by Book-Entry transfer that are not accepted for payment by crediting the account at the Book-Entry Transfer Facility designated above. The undersigned recognizes that Motorola has no obligation pursuant to the "Special Payment Instructions" to transfer any Shares from the name of the registered holder thereof if Motorola does not accept for payment any of the Shares so tendered.

SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)

        To be completed ONLY if the check for the purchase price of the Shares accepted for payment is to be issued in the name of someone other than the undersigned, if certificates for any Shares not tendered or not accepted for payment are to be issued in the name of someone other than the undersigned or if any Shares tendered hereby and delivered by Book-Entry transfer that are not accepted for payment are to be returned by credit to an account maintained at a Book-Entry Transfer Facility other than the account indicated above.

Issue check and/or stock certificates to:

Name:

(Please Print)

Address:

(Include Zip Code)

(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9)

o

Credit Shares delivered by Book-Entry transfer and not purchased to the Book-Entry Transfer Facility account.

(Account Number)

SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)

        To be completed ONLY if certificates for any Shares not tendered or not accepted for payment and/or the check for the purchase price of any Shares accepted for payment is to be sent to someone other than the undersigned or to the undersigned at an address other than that shown under "Description of the Shares Tendered."

Mail check and/or stock certificates to:

Name:
	(Please Print)

Address:

(Include Zip Code)

Area Code and Telephone Number:

(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9)

IMPORTANT

STOCKHOLDER: SIGN HERE
(COMPLETE SUBSTITUTE FORM W-9 BELOW)
(SIGNATURE(S) OF OWNER(S))

Name(s):

Name of Firm:
	(Please Print)

Capacity (full title):
	(See Instruction 5)

Address:
	(INCLUDE ZIP CODE)

Area Code and Telephone Number:

Taxpayer Identification or Social Security Number:

(SEE SUBSTITUTE FORM W-9) Dated:
, 2003

Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by the person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.

GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)

FOR USE BY FINANCIAL INSTITUTIONS ONLY.
PLACE MEDALLION GUARANTEE IN SPACE BELOW.

Authorized signature(s):

Name(s):

Name of Firm:
(Please Print)

Address:
	(Include Zip Code)

Area Code and Telephone Number:

Dated:
, 2003

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE AMENDED OFFER

        1.    GUARANTEE OF SIGNATURES.    No signature guarantee is required on this Letter of Transmittal (a) if this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section, includes any participant in any of the Book-Entry Transfer Facility's systems whose name appears on a security position listing as the owner of the Shares) of Shares tendered herewith, and such registered holder(s) has not completed either the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on the Letter of Transmittal or (b) if such Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program or by any other "Eligible Guarantor Institution," as such term is defined in Rule 17Ad-15 under the Exchange Act (each, an "Eligible Institution"). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

        2.    REQUIREMENTS OF TENDER.    This Letter of Transmittal is to be completed by shareholders of Next Level either if certificates are to be forwarded herewith or, unless an Agent's Message is utilized, if delivery of the Shares is to be made by Book-Entry transfer pursuant to the procedures set forth herein and in Section 3 of the Offer to Purchase. For a shareholder validly to tender Shares pursuant to the Amended Offer, either (a) a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), together with any required signature guarantees or an Agent's Message (in connection with Book-Entry transfer of the Shares) and any other required documents, must be received by the Depositary at one of its addresses set forth herein prior to the Expiration Date (as defined in the Offer to Purchase) and either (i) certificates for tendered Shares must be received by the Depositary at one of such addresses prior to the Expiration Date or (ii) Shares must be delivered pursuant to the procedures for Book-Entry transfer set forth herein and in The Tender Offer—Section 3 ("Procedures for Tendering Shares") in the Offer to Purchase and a Book-Entry Confirmation must be received by the Depositary prior to the Expiration Date or (b) the tendering shareholder must comply with the guaranteed delivery procedures set forth herein and in The Tender Offer—Section 3 ("Procedures for Tendering Shares") in the Offer to Purchase.

        Shareholders whose certificates for Shares are not immediately available or who cannot deliver their certificates and all other required documents to the Depositary prior to the Expiration Date or who cannot comply with the procedure for book-entry transfer on a timely basis may tender their Shares by properly completing and duly executing the Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth herein and in The Tender Offer—Section 3 ("Procedures for Tendering Shares") in the Offer to Purchase.

        Pursuant to such guaranteed delivery procedures, (i) such tender must be made by or through an Eligible Institution, (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Motorola, must be received by the Depositary prior to the Expiration Date and (iii) the certificates for all tendered Shares, in proper form for transfer (or a Book-Entry Confirmation with respect to all such Shares), together with a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), with any required signature guarantees, or, in the case of a Book-Entry transfer, an Agent's Message, and any other required documents must be received by the Depositary within three trading days after the date of execution of such Notice of Guaranteed Delivery. A "trading day" is any day on which the New York Stock Exchange is open for business.

        The term "Agent's Message" means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Shares which are the subject of such Book-Entry

Confirmation, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Motorola may enforce such agreement against the participant. The signatures on this Letter of Transmittal cover the Shares tendered hereby.

        THE METHOD OF DELIVERY OF THE SHARES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT THE STOCKHOLDER USE PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

        No alternative, conditional or contingent tenders will be accepted, and no fractional Shares will be purchased. All tendering shareholders, by executing this Letter of Transmittal (or a manually signed facsimile thereof), waive any right to receive any notice of acceptance of their Shares for payment.

        3.    INADEQUATE SPACE.    If the space provided herein under "Description of Shares Tendered" is inadequate, the number of Shares tendered and the certificate numbers with respect to such Shares should be listed on a separate signed schedule attached hereto.

        4.    PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-ENTRY TRANSFER).    If fewer than all the Shares evidenced by any certificate delivered to the Depositary herewith are to be tendered hereby, fill in the number of Shares that are to be tendered in the box entitled "Number of Shares Tendered." In any such case, new certificate(s) for the remainder of the Shares that were evidenced by the old certificates will be sent to the registered holder, unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the Expiration Date or the termination of the Amended Offer. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

        5.    SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS.    If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever.

        If any of the Shares tendered hereby are held of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

        If any of the tendered Shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.

        If this Letter of Transmittal or any stock certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to Motorola of the authority of such person to so act must be submitted. If this Letter of Transmittal is signed by the registered holder(s) of the Shares listed and transmitted hereby, no endorsements of certificates or separate stock powers are required unless payment or certificates for any Shares not tendered or not accepted for payment are to be issued in the name of a person other than the registered holder(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution.

        If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares evidenced by certificates listed and transmitted hereby, the certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered

holder(s) appear(s) on the certificates. Signature(s) on any such certificates or stock powers must be guaranteed by an Eligible Institution.

        6.    STOCK TRANSFER TAXES.    Except as otherwise provided in this Instruction 6, Motorola will pay all stock transfer taxes with respect to the transfer and sale of any Shares to it or its order pursuant to the Amended Offer. If, however, payment of the purchase price of any Shares purchased is to be made to, or if certificates for any Shares not tendered or not accepted for payment are to be registered in the name of, any person other than the registered holder(s), or if tendered certificates are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s) or such other person) payable on account of the transfer to such other person will be deducted from the purchase price of such Shares purchased unless evidence satisfactory to Motorola of the payment of such taxes, or exemption therefrom, is submitted.

        Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the certificates evidencing the Shares tendered hereby.

        7.    SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS.    If a check for the purchase price of any Shares accepted for payment is to be issued in the name of, and/or certificates for any Shares not accepted for payment or not tendered are to be issued in the name of and/or returned to, a person other than the signer of this Letter of Transmittal or if a check is to be sent, and/or such certificates are to be returned, to a person other than the signer of this Letter of Transmittal, or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Any shareholder(s) delivering Shares by Book-Entry transfer may request that Shares not purchased be credited to such account maintained at the Book-Entry Transfer Facility as such shareholder(s) may designate in the box entitled "Special Payment Instructions." If no such instructions are given, any such Shares not purchased will be returned by crediting the account at the Book-Entry Transfer Facility designated above as the account from which such Shares were delivered.

        8.    BACKUP WITHHOLDING.    In order to avoid "backup withholding" of Federal income tax on payments of cash pursuant to the Amended Offer, a shareholder surrendering Shares in the Amended Offer must, unless an exemption applies, provide the Depositary with such shareholder's correct taxpayer identification number ("TIN") on Substitute Form W-9 in this Letter of Transmittal and certify under penalties of perjury that such TIN is correct and that such shareholder is not subject to backup withholding. If a tendering shareholder is subject to backup withholding, such shareholder must cross out item (2) of the Certification box on the Substitute Form W-9.

        Backup withholding is not an additional income tax. Rather, the amount of the backup withholding can be credited against the Federal income tax liability of the person subject to the backup withholding, provided that the required information is given to the IRS. If backup withholding results in an overpayment of tax, a refund can be obtained by the shareholder upon filing an income tax return.

        The shareholder is required to give the Depositary the TIN (i.e., social security number or employer identification number) of the record owner of the Shares. If the Shares are held in more than one name or are not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report.

        Certain shareholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding. Non-corporate foreign shareholders should complete and sign the main signature form and a Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for more instructions.

        9.    REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.    Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at the addresses and phone numbers set forth below. Requests for additional copies of the Supplement, Offer to Purchase,

this Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 may be directed to the Information Agent at its address and phone number set forth below. You may also contact your broker, dealer, commercial bank or trust companies or other nominee for assistance concerning the Amended Offer.

        10.  WAIVER OF CONDITIONS.    Subject to the Amended Offer, Motorola reserves the absolute right in its sole discretion to waive, at any time or from time to time prior to expiration of the Amended Offer, any of the specified conditions of the Amended Offer, in whole or in part, in the case of any Shares tendered. A public announcement will be made of a material change in, or waiver of, such conditions, and the Amended Offer may, in certain circumstances, be extended in connection with such change or waiver.

        11.  LOST, DESTROYED OR STOLEN CERTIFICATES.    If any certificate(s) representing Shares has been lost, destroyed or stolen, the shareholder should promptly notify the Depositary by checking the box immediately preceding the special payment/special delivery instructions and indicating the number of Shares lost. THE STOCKHOLDER WILL THEN BE INSTRUCTED AS TO THE STEPS THAT MUST BE TAKEN IN ORDER TO REPLACE THE CERTIFICATE(S). THIS LETTER OF TRANSMITTAL AND RELATED DOCUMENTS CANNOT BE PROCESSED UNTIL THE PROCEDURES FOR REPLACING LOST, DESTROYED OR STOLEN CERTIFICATES HAVE BEEN FOLLOWED.

        IMPORTANT: TO TENDER SHARES PURSUANT TO THE AMENDED OFFER THIS REVISED (PURPLE) LETTER OF TRANSMITTAL OR THE ORIGINAL (BLUE) LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE HEREOF) TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE EXPIRATION DATE OR THE TENDERING STOCKHOLDERS MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY.

IMPORTANT TAX INFORMATION

        Under Federal income tax law, a shareholder whose tendered Shares are accepted for payment is required to provide the Depositary (as payer) with such shareholder's correct taxpayer identification number on Substitute Form W-9 below. If such shareholder is an individual, the taxpayer identification number is his social security number. If the Depositary is not provided with the correct taxpayer identification number or the certifications described above, the shareholder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, payments of cash to such shareholder with respect to Shares purchased pursuant to the Amended Offer may be subject to backup withholding of 30%.

        Certain shareholders (including, among others, all corporations, and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, that shareholder must submit a Form W-8BEN, signed under penalties of perjury, attesting to that individual's exempt status. Such Forms can be obtained from the Depositary. Exempt shareholders, other than foreign individuals, should furnish their TIN, write "Exempt" in Part II of the Substitute Form W-9 below, and sign, date and return the Substitute Form W-9 to the Depositary. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions.

        If backup withholding applies, the Depositary is required to withhold 30% of any payments made to the shareholder. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service by filing an appropriate claim.

PURPOSE OF SUBSTITUTE FORM W-9

        To prevent backup withholding on payments that are made to a shareholder with respect to Shares purchased pursuant to the Amended Offer, the shareholder is required to notify the Depositary of such shareholder's correct taxpayer identification number by completing the form contained herein certifying that the taxpayer identification number provided on Substitute Form W-9 is correct (or that such shareholder is awaiting a taxpayer identification number).

WHAT NUMBER TO GIVE THE DEPOSITARY

        The shareholder is required to give the Depositary the social security number or employer identification number of the record owner of the Shares. If the Shares are in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report.

CERTIFICATE OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9
TO BE COMPLETED BY ALL TENDERING U.S. SHAREHOLDERS

Payer's name:

Please fill in your name and address:

Name:

Address:

City:
State:
Zip Code:

Check appropriate box:

Individual/Sole Proprietor	o	Corporation	o
Partnership	o	Other (specify)	o

REQUEST FOR TAXPAYER IDENTIFICATION NUMBER (TIN)
AND CERTIFICATION

PART I
Please provide your taxpayer:

SSN:	or	EIN:
(If awaiting TIN, write "Applied For")
PART II.—For payees exempt from backup withholding. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9."
PART III.—CERTIFICATION

        Under penalties of perjury, I certify that:

(1)

The number shown on this form is my correct Taxpayer Identification Number;



(2)

I am not subject to backup withholding either because:



(a)

I am exempt from backup withholding;



(b)

I have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interests or dividends; or



(c)

the IRS has notified me that I am no longer subject to backup withholding; and




(3)

I am a United States person (including a United States resident alien).

CERTIFICATION INSTRUCTIONS

        You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2).

SIGNATURE:

DATE:

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 30% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE AMENDED OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

        Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective telephone numbers and locations listed below. Requests for additional copies of the Supplement, the Offer to Purchase, the revised Letter of Transmittal, the revised Notice of Guaranteed Delivery and other tender offer materials may be directed to the Information Agent at its telephone number and location listed below, and will be furnished promptly at Motorola's expense. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Amended Offer.

The Information Agent for the Amended Offer is:

17 STATE STREET, 10TH FLOOR
NEW YORK, NEW YORK 10004
BANKS AND BROKERS CALL COLLECT:
(212) 440-9800
ALL OTHERS CALL TOLL-FREE:
(866) 203-9357

The Dealer Manager for the Amended Offer is:

J.P. MORGAN SECURITIES INC.
277 PARK AVENUE
NEW YORK, NEW YORK 10172
(212) 622-2624 (CALL COLLECT)
(866) 262-0777 (CALL TOLL FREE)

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IMPORTANT TAX INFORMATION

EX-99.(A)(1)(XXIV)

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EXHIBIT (a)(1)(xxiv)

THIS DOCUMENT IS IMPORTANT AND REQUIRES
YOUR IMMEDIATE ATTENTION.

IF YOU ARE IN ANY DOUBT AS TO THE ACTION TO BE TAKEN, YOU SHOULD SEEK YOUR OWN FINANCIAL ADVICE IMMEDIATELY FROM YOUR OWN APPROPRIATELY AUTHORIZED INDEPENDENT FINANCIAL ADVISOR. IF YOU HAVE SOLD OR TRANSFERRED ALL OF YOUR REGISTERED HOLDINGS OF SHARES (AS DEFINED BELOW), PLEASE FORWARD THIS DOCUMENT AND ALL ACCOMPANYING DOCUMENTS TO THE STOCKBROKER, BANK OR OTHER AGENT THROUGH WHOM THE SALE OR TRANSFER WAS EFFECTED FOR TRANSMISSION TO MOTOROLA OR THE TRANSFEREE.

NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
OF
NEXT LEVEL COMMUNICATIONS, INC.
NOT OWNED BY MOTOROLA, INC. OR ITS SUBSIDIARIES
PURSUANT TO THE OFFER TO PURCHASE, DATED JANUARY 27, 2003,
AS HERETOFORE AMENDED,
AND THE SUPPLEMENT THERETO, DATED MARCH 26, 2003
TO
MOTOROLA, INC.

THE AMENDED OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON FRIDAY, APRIL 11, 2003 ("EXPIRATION DATE"), WHICH DATE MAY BE EXTENDED.

        As set forth under The Tender Offer—Section 3 ("Procedures for Tendering Shares") in the Offer to Purchase (as defined below), this form (or a facsimile hereof) must be used to accept the Offer (as defined in the Offer to Purchase) if (i) certificates representing shares of Common Stock, par value $.01 per share (the "Shares"), of Next Level Communications, Inc., a Delaware corporation ("Next Level"), are not immediately available, (ii) the procedure for book-entry transfer cannot be completed on a timely basis or (iii) time will not permit certificates representing Shares and any other required documents to reach the Depositary (as defined in the Offer to Purchase) prior to the Expiration Date (as defined in the Offer to Purchase). This revised Notice of Guaranteed Delivery may be delivered by hand to the Depositary, or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a signature guarantee by an Eligible Institution (as defined in the Offer to Purchase) in the form set forth herein. See the guaranteed delivery procedures described under The Tender Offer—Section 3 ("Procedures for Tendering Shares") in the Offer to Purchase.

The Depositary for the Amended Offer is:

MELLON INVESTOR SERVICES LLC
By Mail: Overpeck Centre Ridgefield Park, NJ 07660	By Courier: Overpeck Centre Ridgefield Park, NJ 07660	By Hand: Overpeck Centre Ridgefield Park, NJ 07660
BY FACSIMILE TRANSMISSION: (FOR ELIGIBLE INSTITUTIONS ONLY)
(201) 296-4293
Confirm Facsimile Transmission by Telephone Only:
(201) 296-4860

DELIVERY OF THIS REVISED NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

Ladies and Gentlemen:

        The undersigned hereby tenders to Motorola, Inc., a Delaware corporation ("Motorola"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 27, 2003 (as heretofore amended, the "Offer to Purchase"), as amended and supplemented by a Supplement thereto, dated March 26, 2003 (the "Supplement"), and the related revised (purple) Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Amended Offer"), receipt of which is hereby acknowledged, the number of Shares set forth below pursuant to the guaranteed delivery procedures set forth in The Tender Offer—Section 3 ("Procedure for Tendering Shares") in the Offer to Purchase.

Signature(s):

Name(s) of Record Holder(s):

Please Print Or Type Number of Shares:

Certificate Number(s) (If Available):

Dated:
	, 2003

Address(es):

Include Zip Code

Area Code and Telephone Number(s):

Taxpayer Identification or Social Security Number:

Check box if Shares will be tendered by Book-Entry Transfer:
o

Account Number:

THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED

GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

        The undersigned, a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program, the Stock Exchange Medallion Program or an "Eligible Guarantor Institution" as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby (a) represents that the above named person(s) "own(s)" the Shares tendered hereby within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended ("Rule 14e-4"), (b) represents that such tender of Shares complies with Rule 14e-4 and (c) guarantees to deliver to the Depositary either certificates representing the Share tendered hereby, in proper form for transfer, or confirmation of Book-Entry Transfer of such Share into the Depositary's accounts at The Depository Trust Company, in each case with delivery of a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), with any required signature guarantees, or an Agent's Message (as defined in the Offer to Purchase), and any other required documents, within three New York Stock Exchange trading days after the date hereof.

NAME OF FIRM
ADDRESS
ZIP CODE
AREA CODE AND TELEPHONE NUMBER:
AUTHORIZED SIGNATURE
Name:
PLEASE PRINT OR TYPE
Title:
Date:	, 2003

NOTE: DO NOT SEND CERTIFICATES FOR THE SHARES WITH THIS NOTICE. CERTIFICATES SHOULD BE SENT ONLY WITH YOUR LETTER OF TRANSMITTAL.

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EXHIBIT (a)(1)(xxiv)

EX-99.(A)(1)(XXV)

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EXHIBIT (a)(1)(xxv)

OFFER TO PURCHASE FOR CASH

ALL OUTSTANDING SHARES OF COMMON STOCK

OF

NEXT LEVEL COMMUNICATIONS, INC.
NOT OWNED BY MOTOROLA, INC. OR ITS SUBSIDIARIES

AT AN INCREASED CASH PRICE OF $1.18 PER SHARE

PURSUANT TO THE OFFER TO PURCHASE, DATED JANUARY 27, 2003,
AS HERETOFORE AMENDED,
AND THE SUPPLEMENT THERETO, DATED MARCH 26, 2003

BY

MOTOROLA, INC.

THE AMENDED OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON FRIDAY, APRIL 11, 2003 ("EXPIRATION DATE"), WHICH DATE MAY BE EXTENDED

March 26, 2003

        To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

        We have been appointed by Motorola, Inc., a Delaware corporation ("Motorola") to act as Dealer Manager in connection with Motorola's offer to purchase all outstanding shares of Common Stock, par value $.01 per share (the "Shares"), of Next Level Communications, Inc., a Delaware corporation ("Next Level"), at $1.18 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 27, 2003, (as heretofore amended, the "Offer to Purchase"), as amended and supplemented by a Supplement thereto, dated March 26, 2003 (the "Supplement"), and the related revised (purple) Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Amended Offer." Please furnish copies of the enclosed materials to those of your clients for whose accounts you hold Shares registered in your name or in the name of your nominee.

        For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:

        1.    The Supplement, dated March 26, 2003.

        2.    The revised (purple) Letter of Transmittal to tender Shares for your use and for the information of your clients. Facsimile copies of the Letter of Transmittal may be used to tender Shares.

        3.    The revised (orange) Notice of Guaranteed Delivery for Shares to be used to accept the Amended Offer if the procedures for tendering Shares set forth in the Offer to Purchase cannot be completed prior to the Expiration Date (as defined in the Supplement).

        4.    A printed form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Amended Offer.

        5.    Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9.

        6.    A return envelope addressed to the Depositary (as defined below).

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE AMENDED OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON FRIDAY, APRIL 11, 2003, WHICH DATE MAY BE EXTENDED.

        Please note the following:

        1.    The tender price is $1.18 per Share, net to the seller in cash without interest.

        2.    The Amended Offer is being made for all outstanding Shares not owned by Motorola or its subsidiaries.

        3.    THE BOARD OF DIRECTORS OF NEXT LEVEL COMMUNICATIONS, INC., ACTING ON THE ADVICE OF THE COMMITTEE OF INDEPENDENT DIRECTORS OF NEXT LEVEL'S BOARD OF DIRECTORS, HAS DETERMINED THAT THE AMENDED OFFER IS FAIR TO NEXT LEVEL AND ITS SHAREHOLDERS, AND NEXT LEVEL RECOMMENDS THAT SHAREHOLDERS ACCEPT THE AMENDED OFFER AND TENDER THEIR SHARES PURSUANT TO THE AMENDED OFFER.

        4.    THE AMENDED OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON FRIDAY, APRIL 11, 2003, WHICH DATE MAY BE EXTENDED.

        5.    The Amended Offer is conditioned upon, among other things, there being validly tendered and not withdrawn a number of Shares which, excluding the shares beneficially owned by Motorola and certain other persons (as set forth in the Offer to Purchase) will constitute at least a majority of the outstanding Shares as of the date the Shares are accepted for payment pursuant to the Amended Offer (the "Minimum Tender Condition"). The Amended Offer is also subject to the other conditions set forth in the Supplement. Supplemental Terms of The Tender Offer—Sections 1 ("Terms of Offer") and 8 ("Certain Conditions of the Offer") in the Supplement.

        6.    Tendering holders of Shares ("Holders") whose Shares are registered in their own name and who tender directly to Mellon Investor Services LLC, as depositary (the "Depositary"), will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Shares by Motorola pursuant to the Amended Offer. However, federal income tax backup withholding at a rate of 30% may be required, unless an exemption is available or unless the required tax identification information is provided. See Instruction 8 of the Letter of Transmittal.

        7.    Notwithstanding any other provision of the Amended Offer, payment for Shares accepted for payment pursuant to the Amended Offer will in all cases be made only after timely receipt by the Depositary of (a) certificates evidencing such Shares (or a confirmation of a book-entry transfer of such Shares (a "Book-Entry Confirmation") with respect to such Shares) into the Depositary's account at The Depository Trust Company, (b) either the original (blue) or revised (purple) Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message (as defined in the Offer to Purchase) in lieu of the Letter of Transmittal) and (c) any other documents required by the Letter of Transmittal. Accordingly, tendering Holders may be paid at different times depending upon when certificates for Shares or Book-Entry Confirmations with respect to Shares are actually received by the Depositary. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PURCHASE PRICE OF THE TENDERED SHARES BE PAID BY MOTOROLA, REGARDLESS OF ANY EXTENSION OF THE AMENDED OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.

        In order to take advantage of the Amended Offer, Certificates for all tendered Shares in proper form for transfer (or a Book-Entry Confirmation with respect to all such shares), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message in lieu of the Letter

of Transmittal), and any other required documents must be received by the Depositary, all in accordance with the instructions set forth in the Letter of Transmittal and the Offer to Purchase.

        Any Holder who desires to tender Shares and whose certificates for Shares are not immediately available, or who cannot comply with the procedures for book-entry transfer on a timely basis, or who cannot deliver all required documents to the Depositary prior to the Expiration Date, may tender such Shares by following the procedures for guaranteed delivery set forth in The Tender Offer—Section 3 ("Procedure for Tendering Shares") in the Offer to Purchase.

        Motorola will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of Shares pursuant to the Amended Offer (other than the Dealer Manager, the Depositary and the Information Agent as described in the Offer to Purchase). Motorola will, however, upon request, reimburse you for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients. Motorola will pay or cause to be paid any transfer taxes with respect to the transfer and sale of purchased Shares to it or its order pursuant to the Amended Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal.

        Any inquiries you may have with respect to the Amended Offer should be addressed to J.P. Morgan Securities Inc., the Dealer Manager for the Amended Offer, at 277 Park Avenue, New York, NY 10172, telephone numbers (212) 622-2624 or (866) 262-0777 (call toll free) or to Georgeson Shareholder Communications Inc., the Information Agent for the Amended Offer, at 17 State Street, 10th Floor, New York, NY 10004, telephone numbers (212) 440-9800 (call collect) or (866) 203-9357 (call toll free).

        Requests for additional copies of the enclosed materials may also be directed to the Dealer Manager or to the Information Agent at the above addresses and telephone numbers.

Very truly yours,

J.P. Morgan Securities Inc.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU THE AGENT OF MOTOROLA, THE DEALER MANAGER, THE INFORMATION AGENT, THE DEPOSITARY, OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE AMENDED OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

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OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF NEXT LEVEL COMMUNICATIONS, INC. NOT OWNED BY MOTOROLA, INC. OR ITS SUBSIDIARIES AT AN INCREASED CASH PRICE OF $1.18 PER SHARE PURSUANT TO THE OFFER TO PURCHASE, DATED JANUARY 27, 2003, AS HERETOFORE AMENDED, AND THE SUPPLEMENT THERETO, DATED MARCH 26, 2003 BY MOTOROLA, INC.

EX-99.(A)(1)(XXVI)

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EXHIBIT (a)(1)(xxvi)

OFFER TO PURCHASE FOR CASH

ALL OUTSTANDING SHARES OF COMMON STOCK

OF

NEXT LEVEL COMMUNICATIONS, INC.
NOT OWNED BY MOTOROLA, INC. OR ITS SUBSIDIARIES

AT AN INCREASED CASH PRICE OF $1.18 PER SHARE

PURSUANT TO THE OFFER TO PURCHASE, DATED JANUARY 27, 2003,
AS HERETOFORE AMENDED,
AND THE SUPPLEMENT THERETO, DATED MARCH 26, 2003

BY

MOTOROLA, INC.

THE AMENDED OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON FRIDAY, APRIL 11, 2003, WHICH DATE MAY BE EXTENDED.

March 26, 2003

        To Our Clients:

        Enclosed for your consideration is a Supplement, dated March 26, 2003 (the "Supplement") to the Offer to Purchase, dated January 27, 2003, (as heretofore amended, the "Offer to Purchase") and the related revised (purple) Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Amended Offer") in connection with the offer by Motorola, Inc., a Delaware corporation ("Motorola") to purchase all outstanding shares of Common Stock, par value $.01 per share (the "Shares"), of Next Level Communications, Inc., a Delaware corporation ("Next Level"), at $1.18 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Amended Offer.

        WE ARE (OR OUR NOMINEE IS) THE HOLDER OF RECORD OF THE SHARES HELD FOR YOUR ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE ENCLOSED LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT.

        Accordingly, we request instructions as to whether you wish us to tender on your behalf any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer to Purchase. Your attention is directed to the following:

        1.    The tender price is $1.18 per Share, net to the seller in cash without interest.

        2.    The Amended Offer is being made for all outstanding Shares not owned by Motorola or its subsidiaries.

        3.    THE BOARD OF DIRECTORS OF NEXT LEVEL COMMUNICATIONS, INC., ACTING ON THE ADVICE OF THE COMMITTEE OF INDEPENDENT DIRECTORS OF NEXT LEVEL'S BOARD OF DIRECTORS, HAS DETERMINED THAT THE AMENDED OFFER IS FAIR TO NEXT LEVEL AND ITS SHAREHOLDERS, ACCEPT THE AMENDED OFFER AND TENDER THEIR SHARES PURSUANT TO THE AMENDED OFFER.

        4.    THE AMENDED OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON FRIDAY, APRIL 11, 2003, WHICH DATE MAY BE EXTENDED.

        5.    The Amended Offer is conditioned upon, among other things, there being validly tendered and not withdrawn a number of Shares which, excluding the shares beneficially owned by Motorola and certain other persons (as set forth in the Offer to Purchase) will constitute at least a majority of the outstanding Shares as of the date the Shares are accepted for payment pursuant to the Amended Offer (the "Minimum Tender Condition"). The Amended Offer is also subject to the other conditions set forth in the Offer to Purchase. See Supplemental Terms of The Tender Offer—Sections 1 ("Terms of the Offer") and 8 ("Certain Conditions of the Offer") in the Supplement.

        6.    Tendering holders of Shares ("Holders") whose Shares are registered in their own name and who tender directly to Mellon Investor Services LLC, as depositary (the "Depositary"), will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Shares by Motorola pursuant to the Amended Offer. However, Federal income tax backup withholding at a rate of 30% may be required, unless an exemption is available or unless the required tax identification information is provided. See Instruction 8 of the Letter of Transmittal.

        7.    Notwithstanding any other provision of the Amended Offer, payment for Shares accepted for payment pursuant to the Amended Offer will in all cases be made only after timely receipt by the Depositary of (a) certificates evidencing such Shares (or a confirmation of a book-entry transfer of such Shares (a "Book-Entry Confirmation") with respect to such Shares into the Depositary's account at The Depository Trust Company, (b) either the original (blue) or revised (purple) Letter of Transmittal (or facsimile thereof) properly completed and duly executed with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message (as defined in the Offer to Purchase) in lieu of the Letter of Transmittal) and (c) any other documents required by the Letter of Transmittal. Accordingly, tendering Holders may be paid at different times depending upon when certificates for Shares or Book-Entry Confirmations with respect to Shares are actually received by the Depositary. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PURCHASE PRICE OF THE TENDERED SHARES BE PAID BY MOTOROLA, REGARDLESS OF ANY EXTENSION OF THE AMENDED OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.

        The Amended Offer is being made only by the Supplement, Offer to Purchase and the related revised Letter of Transmittal and any amendments or supplements thereto, and is being made to all holders of the Shares. The Amended Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction where the making of the Amended Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction.

        If you wish to have us tender any or all of the Shares held by us for your account, please so instruct us by completing, executing, detaching and returning to us the instruction form set forth herein. If you authorize the tender of your Shares, all such Shares will be tendered unless otherwise specified below. An envelope to return your instructions to us is enclosed. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION DATE.

INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK

OF

NEXT LEVEL COMMUNICATIONS, INC.
NOT OWNED BY MOTOROLA, INC. OR ITS SUBSIDIARIES

BY

MOTOROLA, INC.

        The undersigned acknowledge(s) receipt of your letter, the enclosed Offer to Purchase, dated January 27, 2003, (as heretofore amended, the "Offer to Purchase") as amended and supplemental by the Supplement thereto, dated March 26, 2003 and the related revised Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Amended Offer") in connection with the offer by Motorola, Inc., a Delaware corporation ("Motorola"), to purchase all outstanding shares of common stock, par value $.01 per share (the "Shares"), of Next Level Communications, Inc. a Delaware corporation ("Next Level"), at $1.18 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Supplement, dated March 26, 2003.

        This will instruct you to tender to Motorola the number of Shares indicated below (or, if no number is indicated below, all Shares) which are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Amended Offer.

Number of Shares to be Tendered*

SIGN HERE

Account No.:

Signature(s):

Dated:

Print Name(s):

Address(es):

Area Code and Telephone Number:

Tax Identification or Social Security Number:

* Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered.

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OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF NEXT LEVEL COMMUNICATIONS, INC. NOT OWNED BY MOTOROLA, INC. OR ITS SUBSIDIARIES AT AN INCREASED CASH PRICE OF $1.18 PER SHARE PURSUANT TO THE OFFER TO PURCHASE, DATED JANUARY 27, 2003, AS HERETOFORE AMENDED, AND THE SUPPLEMENT THERETO, DATED MARCH 26, 2003 BY MOTOROLA, INC.

EX-99.(A)(1)(XXVII)

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EXHIBIT (a)(1)(xxvii)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

        GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER—Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.

FOR THIS TYPE OF ACCOUNT:			GIVE THE NAME AND SOCIAL SECURITY NUMBER OF—	FOR THIS TYPE OF ACCOUNT:		GIVE THE NAME AND EMPLOYEE IDENTIFICATION NUMBER OF—
1.	Individual		The individual	6.	Sole proprietorship	The owner(3)
2.	Two or more individuals (joint account)		The actual owner of the account or, if combined funds, any one of the individuals(1)	7.	A valid trust, estate, or pension trust	Legal entity(4)
3.	Custodian account of a minor (Uniform Gift to Minor Act)		The minor(2)	8.	Corporate	The corporation
4.	a.	The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)	9.	Association, club, religious, charitable, educational or other tax-exempt organization	The organization
	b.	So-called trust account that is not a legal or valid trust under State law	The actual owner(1)	10.	Partnership	The partnership
5.	Sole proprietorship		The owner(3)	11.	A broker or registered nominee	The broker or nominee
				12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)

List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's number must be furnished.

(2)

Circle the minor's name and furnish the minor's social security number.

(3)

You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your social security number or employer identification number (if you have one).

(4)

List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE:    If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2

OBTAINING A NUMBER

        If you don't have a taxpayer identification number or you don't know your number, obtain Internal Revenue Service Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at your local office of the Social Security Administration or the Internal Revenue Service and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

        Payees specifically exempted from backup withholding on payments made in connection with the offer include the following:

•

A corporation.



•

A financial institution.



•

An organization exempt from tax under section 501(a), or an individual retirement plan.



•

The United States or any agency or instrumentality thereof.



•

A state, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.



•

A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.



•

An international organization, or any agency or instrumentality thereof.



•

A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S.



•

A real estate investment trust.



•

A common trust fund operated by a bank under section 584(a).



•

An entity registered at all times during the tax year under the Investment Company Act of 1940.



•

A foreign central bank of issue.

        Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER. IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYER A COMPLETED INTERNAL REVENUE FORM W-8BEN (CERTIFICATE OF FOREIGN STATUS OF BENEFICIAL OWNER FOR UNITED STATES TAX WITHHOLDING).

        PRIVACY ACT NOTICE.—Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes. The IRS may also provide this information to the Department of Justice for civil and criminal litigation and to cities, states and the District of Columbia to carry out their tax laws. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 30% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

PENALTIES

(1)

PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2)

CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.—If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(3)

CRIMINAL PENALTY FOR FALSIFYING INFORMATION.—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

(4)

MISUSE OF TAXPAYER IDENTIFICATION NUMBERS.—If the payer discloses or uses taxpayer identification numbers in violation of Federal law, the payer may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT
OR THE INTERNAL REVENUE SERVICE.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

EX-99.(A)(1)(XXVIII)

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Exhibit 99(a)(1)(xxviii)

LOCKUP AGREEMENT

        This Lockup Agreement ("Agreement") by and between Next Level Partners, LLC ("Seller") and Motorola, Inc. ("Motorola") sets out the terms and conditions of the agreement by Seller to tender 2,434,897 shares of common stock, par value $0.01, (the "Shares") of Next Level Communications, Inc. ("Next Level") pursuant to the Offer (as defined below) made by Motorola, Inc. ("Motorola").

1.    The Offer and Acceptance

        1.1.    Tender Offer.    Motorola has made a tender offer to purchase all outstanding Shares, not owned by Motorola or its subsidiaries, pursuant an Offer to Purchase filed with the Securities and Exchange Commission on January 27, 2003, as the same has been amended from time to time (as so amended, the "Offer"). The Offer will be amended to provide for an Offer price of $1.18 per Share.

        1.2.    Deposit of Shares.    Subject to the terms and conditions hereof, Seller shall, no later than March 28, 2003, accept the Offer by depositing all 2,434,897 Shares owned by it and any additional Shares Seller may become beneficial owner of, including but not limited to the exercising of stock options or warrants ("Seller's Shares"), together with a completed and executed letter of transmittal similar in form to Exhibit (a)(l)(ii) in the Offer to Purchase with respect to Seller's Shares with Mellon Investor Services LLC.

        1.3.    Non-Withdrawal.    Subject to the terms and conditions hereof, Seller irrevocably agrees not to withdraw or take any action to withdraw any of Seller's Shares deposited pursuant to the Offer, notwithstanding any withdrawal rights it may have under the terms of the Offer or otherwise, unless this Agreement is terminated in accordance with its terms, prior to Motorola accepting for payment and paying for Seller's Shares pursuant to the Offer.

2.    Representations and Warranties

        2.1.    Representation and Warranties of Seller.    Seller hereby represents and warrants to Motorola that:

        (a)  Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and Seller has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to sell Seller's Shares to Motorola pursuant to the Offer without the consent or approval of any other person that has not been obtained;

        (b)  the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by Seller;

        (c)  Neither the execution and delivery of this Agreement by Seller nor consummation of the transactions contemplated hereby by the Seller (i) violates or conflicts with any provision of any certificate of incorporation, bylaws, certificate of formation, operating agreement or any other organizational document applicable to Seller, (ii) violates or conflicts with any law, statute, rule, regulation, judgment, order, injunction or decree applicable to the Seller, or (iii) violates, conflicts with, results in a breach of any provision of, constitutes a default under, or results in the termination of, any of the terms, conditions or provisions of any agreement or other obligation to which the Seller is a party;

        (d)  Seller has duly executed and delivered this Agreement. This Agreement constitutes a valid and binding obligation enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, and other laws of general application limiting the enforcement of creditors' rights generally and to general principles of equity;

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        (e)  Seller is, and upon the deposit of Seller's Shares under the Offer will be, the sole legal and beneficial owner of Seller's Shares, free and clear of all mortgages, liens, pledges, security interests, charges, encumbrances and any other rights of others; such Seller's Shares are all of the Shares owned directly or beneficially by Seller except as described in Section 4.11; and Seller has and will have the exclusive right to dispose of Seller's Shares pursuant to the Offer as provided in this Agreement; and

        (f)    Following acquisition of Seller's Shares by Motorola from the Seller pursuant to the Offer, Motorola will have good and legal title to Seller's Shares, free and clear of all mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims, other than such mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims that may be incurred by Motorola.

        2.2.    Representations and Warranties of Motorola.    Motorola hereby represents and warrants, that:

        (a)  Motorola is a corporation duly incorporated and validly existing under the laws of the State of Delaware and Motorola has all requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder without the consent or approval of any other person that has not been obtained;

        (b)  the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by Motorola;

        (c)  Neither the execution and delivery of this Agreement by Motorola nor consummation of the transactions contemplated hereby Motorola (i) violates or conflicts with any provision of Motorola's Certificate of Incorporation or bylaws, (ii) violates or conflicts with any law, statute, rule, regulation, judgment, order, injunction or decree applicable to Motorola, or (iii) violates, conflicts with, results in a breach of any provision of, constitutes a default under, or results in the termination of, any of the terms, conditions or provisions of any agreement or other obligation to which Motorola is a party;

        (d)  Motorola has duly executed and delivered this Agreement and it constitutes a valid and binding obligation, enforceable against it, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors' rights generally and to general principles of equity; and

        (e)  Motorola has sufficient funds, or has made adequate and binding arrangements to ensure that such funds are available, to make payment in full for all Shares offered to be acquired pursuant to the Offer.

        2.3.    Survival of Representations and Warranties.    The representations and warranties made by Seller and Motorola herein shall survive for a period of two years from the date hereof except the representations and warranties made by the Seller in Sections 2.l (e) and (f) which shall survive indefinitely.

3.    Termination

        3.1.    Termination by Seller.    Seller may, without prejudice to any other rights, terminate its obligations under this Agreement by notice to Motorola if (i) Motorola has not accepted for payment and paid for Seller's Shares pursuant to the Offer by May 30, 2003 or the price per Share contemplated by the Offer is lower than $1.18 per Share.

        3.2.    Termination by Motorola.    Motorola may, without prejudice to any other rights, terminate its obligations under this Agreement by notice to Seller if there is a material breach of this Agreement by Seller or if the Offer is unsuccessful.

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4.    General

        4.1.    Expenses.    Motorola and Seller each shall pay its own legal, financial advisory and other costs and expenses incurred in connection with this Agreement and the Offer.

        4.2.    Assignment.    This Agreement shall not be assignable by either party without the prior written consent of the other party, which consent will not be unreasonably withheld.

        4.3.    Entire Agreement.    This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, arrangements and understandings with respect thereto.

        4.4.    Time.    Time shall be of the essence for this Agreement.

        4.5.    Notices.    All notices or other communications which are required or permitted hereunder shall be communicated and in writing to the addresses set out below or if sent by facsimile to:

For Motorola:

Motorola, Inc.
1303 East Algonquin Road
Schaumburg, Illinois 60196
Attention: Michelle M. Warner, Esq.

For Seller:
Next Level Partners LLC
c/o Spencer Trask & Co.
535 Madison Avenue
New York, NY 10022
Attn: Kevin Kimberlin

With a copy to:
Littman Kroors LLP
655 Third Avenue
New York, NY 10017
Attn: Mitchell C. Littman, Esq.

        4.6.    Counterparts; Facsimile or Electronic Transmission.    This Agreement may be executed in one or more counterparts which together shall be deemed to constitute one valid and binding agreement. Executed counterparts of this Agreement may be delivered by facsimile transmission or other electronic means, and any counterpart so delivered shall constitute an original for all purposes and in all respects. Any person who delivers a counterpart by facsimile transmission or other electronic means shall deliver an original signature to the other party hereto for receipt by the second business day following the signature; provided, however, that the failure of such party to so deliver an original signature page shall not render this Agreement void or voidable.

        4.7.    Governing Law.    This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware.

        4.8.    Cooperation.    Subject to the terms and conditions hereof, Seller agrees to cooperate with Motorola as follows to assist Motorola to successfully complete the acquisition of all of the outstanding Shares:

        (a)  consenting to the disclosure of the substance of this Agreement and the filing of this Agreement as may be required pursuant to applicable securities laws;

        (b)  exercising its voting rights attached to Seller's Shares to oppose any proposed action (i) that might reasonably be regarded as being directed towards reducing the likelihood of, or

3

preventing or delaying the successful completion of, the Offer, or (ii) that could materially change the business, assets, operations, capital, affairs, financial conditions, licences, permits, rights or privileges of Next Level;

        (c)  not taking any action of any kind that may reduce the likelihood of success of or delay the completion of the Offer and, promptly upon request, assisting Motorola by providing any information reasonably required for Motorola to secure regulatory approvals in respect of the completion of the Offer; and

        (d)  ensuring that its representations and warranties in Section 2.1 are true and correct at all times during the period from the date of this Agreement until the earlier of (i) the date Motorola acquires Seller's Shares and (ii) the date this Agreement is terminated in accordance with its terms.

        4.9.    Specific Performance.    Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement, each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. It is accordingly agreed that the parties hereto (a) will waive, in any action for specific performance, the defense of adequacy of a remedy at law and (b) shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to compel specific performance of this Agreement in any action instituted in a court of competent jurisdiction.

        4.10.    Proxy.    By executing this Agreement, the Seller hereby irrevocably appoints Motorola's officers and designees, and each of them, the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, (i) to vote at any annual or special meeting of Next Level's Shareholders or any adjournment or postponement thereof or otherwise in such manner as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper with respect to, (ii) to execute any written consent concerning any matter as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper with respect to, and (iii) to otherwise act as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper with respect to, all of the Shares tendered under this Agreement. This power of attorney and proxy are irrevocable, and no subsequent powers of attorney, proxies, consents or revocations may be given by the Seller with respect thereto (and, if given, will not be deemed effective).

        4.11    Excluded Shares.    Notwithstanding anything herein to the contrary, this Agreement shall not apply to the Shares beneficially owned by Seller, through two partnerships as previously disclosed to Motorola in writing (the "Excluded Shares"). Subject to Seller's tax considerations, Seller shall use reasonable efforts to cause the Excluded Shares to be tendered pursuant to the Amended Offer at the Offer Price of $1.18 per Share.

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        IN WITNESS WHEREOF, the foregoing accurately reflects the agreement between Seller and Motorola.

SELLER Next Level Partners LLC		MOTOROLA, INC.
By:	/s/  BRUNO LERER	By:	/s/  DONALD F. MCLELLAN
Name:	Bruno Lerer	Name:	/s/ Donald F. McLellan
Title:	Manager	Title:	Corporate Vice President
Date:	March 25, 2003	Date:	March 24, 2003

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LOCKUP AGREEMENT

EX-99.(A)(1)(XXIX)

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Exhibit 99(a)(1)(xxix)

LOCKUP AGREEMENT

        This Lockup Agreement ("Agreement") by and between Spencer F. Segura Revocable Trust ("Seller") and Motorola, Inc. ("Motorola") sets out the terms and conditions of the agreement by Seller to tender 43,704 shares of common stock, par value $0.01, (the "Shares") of Next Level Communications, Inc. ("Next Level") pursuant to the Offer (as defined below) made by Motorola, Inc. ("Motorola").

1.    The Offer and Acceptance

        1.1.    Tender Offer.    Motorola has made a tender offer to purchase all outstanding Shares, not owned by Motorola or its subsidiaries, pursuant an Offer to Purchase filed with the Securities and Exchange Commission on January 27, 2003, as the same has been amended from time to time (as so amended, the "Offer"). The Offer will be amended to provide for an Offer price of $1.18 per Share.

        1.2.    Deposit of Shares.    Subject to the terms and conditions hereof, Seller shall, no later than March 28, 2003, accept the Offer by depositing all 43,704 Shares owned by it and any additional Shares Seller may become beneficial owner of, including but not limited to the exercising of stock options or warrants ("Seller's Shares"), together with a completed and executed letter of transmittal similar in form to Exhibit (a)(l)(ii) in the Offer to Purchase with respect to Seller's Shares with Mellon Investor Services LLC.

        1.3.    Non-Withdrawal.    Subject to the terms and conditions hereof, Seller irrevocably agrees not to withdraw or take any action to withdraw any of Seller's Shares deposited pursuant to the Offer, notwithstanding any withdrawal rights it may have under the terms of the Offer or otherwise, unless this Agreement is terminated in accordance with its terms, prior to Motorola accepting for payment and paying for Seller's Shares pursuant to the Offer.

2.    Representations and Warranties

        2.1.    Representation and Warranties of Seller.    Seller hereby represents and warrants to Motorola that:

        (a)  Seller has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to sell Seller's Shares to Motorola pursuant to the Offer without the consent or approval of any other person that has not been obtained;

        (b)  the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by Seller;

        (c)  Neither the execution and delivery of this Agreement by Seller nor consummation of the transactions contemplated hereby by the Seller (i) violates or conflicts with any provision of any certificate of incorporation, bylaws, certificate of formation, operating agreement or any other organizational document applicable to Seller, (ii) violates or conflicts with any law, statute, rule, regulation, judgment, order, injunction or decree applicable to the Seller, or (iii) violates, conflicts with, results in a breach of any provision of, constitutes a default under, or results in the termination of, any of the terms, conditions or provisions of any agreement or other obligation to which the Seller is a party;

        (d)  Seller has duly executed and delivered this Agreement. This Agreement constitutes a valid and binding obligation enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, and other laws of general application limiting the enforcement of creditors' rights generally and to general principles of equity;

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        (e)  Seller is, and upon the deposit of Seller's Shares under the Offer will be, the sole legal and beneficial owner of Seller's Shares, free and clear of all mortgages, liens, pledges, security interests, charges, encumbrances and any other rights of others; such Seller's Shares are all of the Shares owned directly or beneficially by Seller except as described in Section 4.11; and Seller has and will have the exclusive right to dispose of Seller's Shares pursuant to the Offer as provided in this Agreement; and

        (f)    Following acquisition of Seller's Shares by Motorola from the Seller pursuant to the Offer, Motorola will have good and legal title to Seller's Shares, free and clear of all mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims, other than such mortgages, liens, pledges, security interests, charges, encumbrances, and adverse claims that may be incurred by Motorola.

        2.2.    Representations and Warranties of Motorola.    Motorola hereby represents and warrants, that:

        (a)  Motorola is a corporation duly incorporated and validly existing under the laws of the State of Delaware and Motorola has all requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder without the consent or approval of any other person that has not been obtained;

        (b)  the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by Motorola;

        (c)  Neither the execution and delivery of this Agreement by Motorola nor consummation of the transactions contemplated hereby Motorola (i) violates or conflicts with any provision of Motorola's Certificate of Incorporation or bylaws, (ii) violates or conflicts with any law, statute, rule, regulation, judgment, order, injunction or decree applicable to Motorola, or (iii) violates, conflicts with, results in a breach of any provision of, constitutes a default under, or results in the termination of, any of the terms, conditions or provisions of any agreement or other obligation to which Motorola is a party;

        (d)  Motorola has duly executed and delivered this Agreement and it constitutes a valid and binding obligation, enforceable against it, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors' rights generally and to general principles of equity; and

        (e)  Motorola has sufficient funds, or has made adequate and binding arrangements to ensure that such funds are available, to make payment in full for all Shares offered to be acquired pursuant to the Offer.

        2.3.    Survival of Representations and Warranties.    The representations and warranties made by Seller and Motorola herein shall survive for a period of two years from the date hereof except the representations and warranties made by the Seller in Sections 2.l (e) and (f) which shall survive indefinitely.

3.    Termination

        3.1.    Termination by Seller.    Seller may, without prejudice to any other rights, terminate its obligations under this Agreement by notice to Motorola if (i) Motorola has not accepted for payment and paid for Seller's Shares pursuant to the Offer by May 30, 2003 or (ii) the price per share contemplated by the Offer is lower than $1.18 per Share.

        3.2.    Termination by Motorola.    Motorola may, without prejudice to any other rights, terminate its obligations under this Agreement by notice to Seller if there is a material breach of this Agreement by Seller or if the Offer is unsuccessful.

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4.    General

        4.1.    Expenses.    Motorola and Seller each shall pay its own legal, financial advisory and other costs and expenses incurred in connection with this Agreement and the Offer.

        4.2.    Assignment.    This Agreement shall not be assignable by either party without the prior written consent of the other party, which consent will not be unreasonably withheld.

        4.3.    Entire Agreement.    This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, arrangements and understandings with respect thereto.

        4.4.    Time.    Time shall be of the essence for this Agreement.

        4.5.    Notices.    All notices or other communications which are required or permitted hereunder shall be communicated and in writing to the addresses set out below or if sent by facsimile to:

For Motorola:

Motorola, Inc.
1303 East Algonquin Road
Schaumburg, Illinois 60196
Attention: Michelle M. Warner, Esq.

For Seller:

Spencer F. Segura Revocable Trust
c/o Spencer Trask & Co.
535 Madison Avenue
New York, NY 10022
Attn: Bruno Lerer

With a copy to:
Littman Kroors LLP
655 Third Avenue
New York, NY 10017
Attn: Mitchell C. Littman, Esq.

        4.6.    Counterparts; Facsimile or Electronic Transmission.    This Agreement may be executed in one or more counterparts which together shall be deemed to constitute one valid and binding agreement. Executed counterparts of this Agreement may be delivered by facsimile transmission or other electronic means, and any counterpart so delivered shall constitute an original for all purposes and in all respects. Any person who delivers a counterpart by facsimile transmission or other electronic means shall deliver an original signature to the other party hereto for receipt by the second business day following the signature; provided, however, that the failure of such party to so deliver an original signature page shall not render this Agreement void or voidable.

        4.7.    Governing Law.    This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware.

        4.8.    Cooperation.    Subject to the terms and conditions hereof, Seller agrees to cooperate with Motorola as follows to assist Motorola to successfully complete the acquisition of all of the outstanding Shares:

        (a)  consenting to the disclosure of the substance of this Agreement and the filing of this Agreement as may be required pursuant to applicable securities laws;

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        (b)  exercising its voting rights attached to Seller's Shares to oppose any proposed action (i) that might reasonably be regarded as being directed towards reducing the likelihood of, or preventing or delaying the successful completion of, the Offer, or (ii) that could materially change the business, assets, operations, capital, affairs, financial conditions, licences, permits, rights or privileges of Next Level;

        (c)  not taking any action of any kind that may reduce the likelihood of success of or delay the completion of the Offer and, promptly upon request, assisting Motorola by providing any information reasonably required for Motorola to secure regulatory approvals in respect of the completion of the Offer; and

        (d)  ensuring that its representations and warranties in Section 2.1 are true and correct at all times during the period from the date of this Agreement until the earlier of (i) the date Motorola acquires Seller's Shares and (ii) the date this Agreement is terminated in accordance with its terms.

        4.9.    Specific Performance.    Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement, each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. It is accordingly agreed that the parties hereto (a) will waive, in any action for specific performance, the defense of adequacy of a remedy at law and (b) shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to compel specific performance of this Agreement in any action instituted in a court of competent jurisdiction.

        4.10.    Proxy.    By executing this Agreement, the Seller hereby irrevocably appoints Motorola's officers and designees, and each of them, the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, (i) to vote at any annual or special meeting of Next Level's Shareholders or any adjournment or postponement thereof or otherwise in such manner as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper with respect to, (ii) to execute any written consent concerning any matter as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper with respect to, and (iii) to otherwise act as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper with respect to, all of the Shares tendered under this Agreement. This power of attorney and proxy are irrevocable, and no subsequent powers of attorney, proxies, consents or revocations may be given by the Seller with respect thereto (and, if given, will not be deemed effective).

        4.11    Excluded Shares.    Notwithstanding anything herein to the contrary, this Agreement shall not apply to the shares beneficially owned by Seller, through two partnerships as previously disclosed to Motorola in writing (the "Excluded Shares"). Subject to Seller's tax considerations, Seller shall use reasonable efforts to cause the Excluded Shares to be tendered pursuant to the Amended Offer at the Offer Price of $1.18 per Share.

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        IN WITNESS WHEREOF, the foregoing accurately reflects the agreement between Seller and Motorola.

SELLER Spencer F. Segura Revocable Trust		MOTOROLA, INC.
By:	/s/  BRUNO LERER	By:	/s/  DONALD F. MCLELLAN
Name:	Bruno Lerer	Name:	Donald F. McLellan
Title:	Trustee	Title:	Corporate Vice President
Date:	March 25, 2003	Date:	March 24, 2003

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LOCKUP AGREEMENT

EX-99.(A)(1)(XXX)

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Exhibit 99(a)(1)(xxx)

LOCKUP AGREEMENT

        This Lockup Agreement ("Agreement") by and between Spencer F. Segura Family Trust ("Seller") and Motorola, Inc. ("Motorola") sets out the terms and conditions of the agreement by Seller to tender 117,267 shares of common stock, par value $0.01, (the "Shares") of Next Level Communications, Inc. ("Next Level") pursuant to the Offer (as defined below) made by Motorola, Inc. ("Motorola").

1.    The Offer and Acceptance

        1.1.    Tender Offer.    Motorola has made a tender offer to purchase all outstanding Shares, not owned by Motorola or its subsidiaries, pursuant an Offer to Purchase filed with the Securities and Exchange Commission on January 27, 2003, as the same has been amended from time to time (as so amended, the "Offer"). The Offer will be amended to provide for an Offer price of $1.18 per Share.

        1.2.    Deposit of Shares.    Subject to the terms and conditions hereof, Seller shall, no later than March 28, 2003, accept the Offer by depositing all 117,267 Shares owned by it and any additional Shares Seller may become beneficial owner of, including but not limited to the exercising of stock options or warrants ("Seller's Shares"), together with a completed and executed letter of transmittal similar in form to Exhibit (a)(l)(ii) in the Offer to Purchase with respect to Seller's Shares with Mellon Investor Services LLC.

        1.3.    Non-Withdrawal.    Subject to the terms and conditions hereof, Seller irrevocably agrees not to withdraw or take any action to withdraw any of Seller's Shares deposited pursuant to the Offer, notwithstanding any withdrawal rights it may have under the terms of the Offer or otherwise, unless this Agreement is terminated in accordance with its terms, prior to Motorola accepting for payment and paying for Seller's Shares pursuant to the Offer.

2.    Representations and Warranties

        2.1.    Representation and Warranties of Seller.    Seller hereby represents and warrants to Motorola that:

        (a)  Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and Seller has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to sell Seller's Shares to Motorola pursuant to the Offer without the consent or approval of any other person that has not been obtained;

        (b)  the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by Seller;

        (c)  Neither the execution and delivery of this Agreement by Seller nor consummation of the transactions contemplated hereby by the Seller (i) violates or conflicts with any provision of any certificate of incorporation, bylaws, certificate of formation, operating agreement or any other organizational document applicable to Seller, (ii) violates or conflicts with any law, statute, rule, regulation, judgment, order, injunction or decree applicable to the Seller, or (iii) violates, conflicts with, results in a breach of any provision of, constitutes a default under, or results in the termination of, any of the terms, conditions or provisions of any agreement or other obligation to which the Seller is a party;

        (d)  Seller has duly executed and delivered this Agreement. This Agreement constitutes a valid and binding obligation enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, and other laws of general application limiting the enforcement of creditors' rights generally and to general principles of equity;

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        (e)  Seller is, and upon the deposit of Seller's Shares under the Offer will be, the sole legal and beneficial owner of Seller's Shares, free and clear of all mortgages, liens, pledges, security interests, charges, encumbrances and any other rights of others; such Seller's Shares are all of the Shares owned directly or beneficially by Seller except as described in Section 4.11; and Seller has and will have the exclusive right to dispose of Seller's Shares pursuant to the Offer as provided in this Agreement; and

        (f)    Following acquisition of Seller's Shares by Motorola from the Seller pursuant to the Offer, Motorola will have good and legal title to Seller's Shares, free and clear of all mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims, other than such mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims that may be incurred by Motorola.

        2.2.    Representations and Warranties of Motorola.    Motorola hereby represents and warrants, that:

        (a)  Motorola is a corporation duly incorporated and validly existing under the laws of the State of Delaware and Motorola has all requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder without the consent or approval of any other person that has not been obtained;

        (b)  the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by Motorola;

        (c)  Neither the execution and delivery of this Agreement by Motorola nor consummation of the transactions contemplated hereby Motorola (i) violates or conflicts with any provision of Motorola's Certificate of Incorporation or bylaws, (ii) violates or conflicts with any law, statute, rule, regulation, judgment, order, injunction or decree applicable to Motorola, or (iii) violates, conflicts with, results in a breach of any provision of, constitutes a default under, or results in the termination of, any of the terms, conditions or provisions of any agreement or other obligation to which Motorola is a party;

        (d)  Motorola has duly executed and delivered this Agreement and it constitutes a valid and binding obligation, enforceable against it, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors' rights generally and to general principles of equity; and

        (e)  Motorola has sufficient funds, or has made adequate and binding arrangements to ensure that such funds are available, to make payment in full for all Shares offered to be acquired pursuant to the Offer.

        2.3.    Survival of Representations and Warranties.    The representations and warranties made by Seller and Motorola herein shall survive for a period of two years from the date hereof except the representations and warranties made by the Seller in Sections 2.l (e) and (f) which shall survive indefinitely.

3.    Termination

        3.1.    Termination by Seller.    Seller may, without prejudice to any other rights, terminate its obligations under this Agreement by notice to Motorola if (i) Motorola has not accepted for payment and paid for Seller's Shares pursuant to the Offer by May 30, 2003 or (ii) the price per Share contemplated by the Offer is lower than $1.18 per Share.

        3.2.    Termination by Motorola.    Motorola may, without prejudice to any other rights, terminate its obligations under this Agreement by notice to Seller if there is a material breach of this Agreement by Seller or if the Offer is unsuccessful.

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4.    General

        4.1.    Expenses.    Motorola and Seller each shall pay its own legal, financial advisory and other costs and expenses incurred in connection with this Agreement and the Offer.

        4.2.    Assignment.    This Agreement shall not be assignable by either party without the prior written consent of the other party, which consent will not be unreasonably withheld.

        4.3.    Entire Agreement.    This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, arrangements and understandings with respect thereto.

        4.4.    Time.    Time shall be of the essence for this Agreement.

        4.5.    Notices.    All notices or other communications which are required or permitted hereunder shall be communicated and in writing to the addresses set out below or if sent by facsimile to:

For Motorola:

Motorola, Inc.
1303 East Algonquin Road
Schaumburg, Illinois 60196
Attention: Michelle M. Warner, Esq.

For Seller:
Spencer F. Segura Family Trust
c/o Spencer Trask & Co.
535 Madison Avenue
New York, NY 10022
Attn: Bruno Lerer

With a copy to:
Littman Kroors LLP
655 Third Avenue
New York, NY 10017
Attn: Mitchell C. Littman, Esq.

        4.6.    Counterparts; Facsimile or Electronic Transmission.    This Agreement may be executed in one or more counterparts which together shall be deemed to constitute one valid and binding agreement. Executed counterparts of this Agreement may be delivered by facsimile transmission or other electronic means, and any counterpart so delivered shall constitute an original for all purposes and in all respects. Any person who delivers a counterpart by facsimile transmission or other electronic means shall deliver an original signature to the other party hereto for receipt by the second business day following the signature; provided, however, that the failure of such party to so deliver an original signature page shall not render this Agreement void or voidable.

        4.7.    Governing Law.    This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware.

        4.8.    Cooperation.    Subject to the terms and conditions hereof, Seller agrees to cooperate with Motorola as follows to assist Motorola to successfully complete the acquisition of all of the outstanding Shares:

        (a)  consenting to the disclosure of the substance of this Agreement and the filing of this Agreement as may be required pursuant to applicable securities laws;

        (b)  exercising its voting rights attached to Seller's Shares to oppose any proposed action (i) that might reasonably be regarded as being directed towards reducing the likelihood of, or

3

preventing or delaying the successful completion of, the Offer, or (ii) that could materially change the business, assets, operations, capital, affairs, financial conditions, licences, permits, rights or privileges of Next Level;

        (c)  not taking any action of any kind that may reduce the likelihood of success of or delay the completion of the Offer and, promptly upon request, assisting Motorola by providing any information reasonably required for Motorola to secure regulatory approvals in respect of the completion of the Offer; and

        (d)  ensuring that its representations and warranties in Section 2.1 are true and correct at all times during the period from the date of this Agreement until the earlier of (i) the date Motorola acquires Seller's Shares and (ii) the date this Agreement is terminated in accordance with its terms.

        4.9.    Specific Performance.    Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement, each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. It is accordingly agreed that the parties hereto (a) will waive, in any action for specific performance, the defense of adequacy of a remedy at law and (b) shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to compel specific performance of this Agreement in any action instituted in a court of competent jurisdiction.

        4.10.    Proxy.    By executing this Agreement, the Seller hereby irrevocably appoints Motorola's officers and designees, and each of them, the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, (i) to vote at any annual or special meeting of Next Level's Shareholders or any adjournment or postponement thereof or otherwise in such manner as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper with respect to, (ii) to execute any written consent concerning any matter as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper with respect to, and (iii) to otherwise act as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper with respect to, all of the Shares tendered under this Agreement. This power of attorney and proxy are irrevocable, and no subsequent powers of attorney, proxies, consents or revocations may be given by the Seller with respect thereto (and, if given, will not be deemed effective).

        4.11    Excluded Shares.    Notwithstanding anything herein to the contrary, this Agreement shall not apply to the Shares beneficially owned by Seller, through two partnerships as previously disclosed to Motorola in writing (the "Excluded Shares"). Subject to Seller's tax considerations, Seller shall use reasonable efforts to cause the Excluded Shares to be tendered pursuant to the Amended Offer at the Offer Price of $1.18 per Share.

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        IN WITNESS WHEREOF, the foregoing accurately reflects the agreement between Seller and Motorola.

SELLER Spencer F. Segura Family Trust		MOTOROLA, INC.
By:	/s/  BRUNO LERER	By:	/s/  DONALD F. MCLELLAN
Name:	Bruno Lerer	Name:	/s/ Donald F. McLellan
Title:	Trustee	Title:	Corporate Vice President
Date:	March 25, 2003	Date:	March 24, 2003

5

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LOCKUP AGREEMENT

EX-99.(A)(1)(XXXI)

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Exhibit 99(a)(1)(xxxi)

LOCKUP AGREEMENT

        This Lockup Agreement ("Agreement") by and between Jacqueline Segura ("Seller") and Motorola, Inc. ("Motorola") sets out the terms and conditions of the agreement by Seller to tender 101,501 shares of common stock, par value $0.01, (the "Shares") of Next Level Communications, Inc. ("Next Level") pursuant to the Offer (as defined below) made by Motorola, Inc. ("Motorola").

1.    The Offer and Acceptance

        1.1.    Tender Offer.    Motorola has made a tender offer to purchase all outstanding Shares, not owned by Motorola or its subsidiaries, pursuant an Offer to Purchase filed with the Securities and Exchange Commission on January 27, 2003, as the same has been amended from time to time (as so amended, the "Offer"). The Offer will be amended to provide for an Offer price of $1.18 per Share.

        1.2.    Deposit of Shares.    Subject to the terms and conditions hereof, Seller shall, no later than March 28, 2003, accept the Offer by depositing all 101,501 Shares owned by it and any additional Shares Seller may become beneficial owner of, including but not limited to the exercising of stock options or warrants ("Seller's Shares"), together with a completed and executed letter of transmittal similar in form to Exhibit (a)(l)(ii) in the Offer to Purchase with respect to Seller's Shares with Mellon Investor Services LLC.

        1.3.    Non-Withdrawal.    Subject to the terms and conditions hereof, Seller irrevocably agrees not to withdraw or take any action to withdraw any of Seller's Shares deposited pursuant to the Offer, notwithstanding any withdrawal rights it may have under the terms of the Offer or otherwise, unless this Agreement is terminated in accordance with its terms, prior to Motorola accepting for payment and paying for Seller's Shares pursuant to the Offer.

2.    Representations and Warranties

        2.1.    Representation and Warranties of Seller.    Seller hereby represents and warrants to Motorola that:

        (a)  Seller has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to sell Seller's Shares to Motorola pursuant to the Offer without the consent or approval of any other person that has not been obtained;

        (b)  the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by Seller;

        (c)  Neither the execution and delivery of this Agreement by Seller nor consummation of the transactions contemplated hereby by the Seller (i) violates or conflicts with any provision of any certificate of incorporation, bylaws, certificate of formation, operating agreement or any other organizational document applicable to Seller, (ii) violates or conflicts with any law, statute, rule, regulation, judgment, order, injunction or decree applicable to the Seller, or (iii) violates, conflicts with, results in a breach of any provision of, constitutes a default under, or results in the termination of, any of the terms, conditions or provisions of any agreement or other obligation to which the Seller is a party;

        (d)  Seller has duly executed and delivered this Agreement. This Agreement constitutes a valid and binding obligation enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, and other laws of general application limiting the enforcement of creditors' rights generally and to general principles of equity;

1

        (e)  Seller is, and upon the deposit of Seller's Shares under the Offer will be, the sole legal and beneficial owner of Seller's Shares, free and clear of all mortgages, liens, pledges, security interests, charges, encumbrances and any other rights of others; such Seller's Shares are all of the Shares owned directly or beneficially by Seller except as described in Section 4.11; and Seller has and will have the exclusive right to dispose of Seller's Shares pursuant to the Offer as provided in this Agreement; and

        (f)    Following acquisition of Seller's Shares by Motorola from the Seller pursuant to the Offer, Motorola will have good and legal title to Seller's Shares, free and clear of all mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims, other than such mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims that may be incurred by Motorola.

        2.2.    Representations and Warranties of Motorola.    Motorola hereby represents and warrants, that:

        (a)  Motorola is a corporation duly incorporated and validly existing under the laws of the State of Delaware and Motorola has all requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder without the consent or approval of any other person that has not been obtained;

        (b)  the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by Motorola;

        (c)  Neither the execution and delivery of this Agreement by Motorola nor consummation of the transactions contemplated hereby Motorola (i) violates or conflicts with any provision of Motorola's Certificate of Incorporation or bylaws, (ii) violates or conflicts with any law, statute, rule, regulation, judgment, order, injunction or decree applicable to Motorola, or (iii) violates, conflicts with, results in a breach of any provision of, constitutes a default under, or results in the termination of, any of the terms, conditions or provisions of any agreement or other obligation to which Motorola is a party;

        (d)  Motorola has duly executed and delivered this Agreement and it constitutes a valid and binding obligation, enforceable against it, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors' rights generally and to general principles of equity; and

        (e)  Motorola has sufficient funds, or has made adequate and binding arrangements to ensure that such funds are available, to make payment in full for all Shares offered to be acquired pursuant to the Offer.

        2.3.    Survival of Representations and Warranties.    The representations and warranties made by Seller and Motorola herein shall survive for a period of two years from the date hereof except the representations and warranties made by the Seller in Sections 2.l (e) and (f) which shall survive indefinitely.

3.    Termination

        3.1.    Termination by Seller.    Seller may, without prejudice to any other rights, terminate its obligations under this Agreement by notice to Motorola if (i) Motorola has not accepted for payment and paid for Seller's Shares pursuant to the Offer by May 30, 2003 or (ii) the price per Share contemplated by the Offer is lower than $1.18 per Share.

        3.2.    Termination by Motorola.    Motorola may, without prejudice to any other rights, terminate its obligations under this Agreement by notice to Seller if there is a material breach of this Agreement by Seller or if the Offer is unsuccessful.

2

4.    General

        4.1.    Expenses.    Motorola and Seller each shall pay its own legal, financial advisory and other costs and expenses incurred in connection with this Agreement and the Offer.

        4.2.    Assignment.    This Agreement shall not be assignable by either party without the prior written consent of the other party, which consent will not be unreasonably withheld.

        4.3.    Entire Agreement.    This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, arrangements and understandings with respect thereto.

        4.4.    Time.    Time shall be of the essence for this Agreement.

        4.5.    Notices.    All notices or other communications which are required or permitted hereunder shall be communicated and in writing to the addresses set out below or if sent by facsimile to:

For Motorola:

Motorola, Inc.
1303 East Algonquin Road
Schaumburg, Illinois 60196
Attention: Michelle M. Warner, Esq.

For Seller:

Jacqueline Segura
c/o Spencer Trask & Co.
535 Madison Avenue
New York, NY 10022
Attn: Bruno Lerer

With a copy to:

Littman Krooks LLP
655 Third Avenue
New York, NY 10017
Attn: Mitchell C. Littman, Esq.

        4.6.    Counterparts; Facsimile or Electronic Transmission.    This Agreement may be executed in one or more counterparts which together shall be deemed to constitute one valid and binding agreement. Executed counterparts of this Agreement may be delivered by facsimile transmission or other electronic means, and any counterpart so delivered shall constitute an original for all purposes and in all respects. Any person who delivers a counterpart by facsimile transmission or other electronic means shall deliver an original signature to the other party hereto for receipt by the second business day following the signature; provided, however, that the failure of such party to so deliver an original signature page shall not render this Agreement void or voidable.

        4.7.    Governing Law.    This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware.

        4.8.    Cooperation.    Subject to the terms and conditions hereof, Seller agrees to cooperate with Motorola as follows to assist Motorola to successfully complete the acquisition of all of the outstanding Shares:

        (a)  consenting to the disclosure of the substance of this Agreement and the filing of this Agreement as may be required pursuant to applicable securities laws;

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        (b)  exercising its voting rights attached to Seller's Shares to oppose any proposed action (i) that might reasonably be regarded as being directed towards reducing the likelihood of, or preventing or delaying the successful completion of, the Offer, or (ii) that could materially change the business, assets, operations, capital, affairs, financial conditions, licences, permits, rights or privileges of Next Level;

        (c)  not taking any action of any kind that may reduce the likelihood of success of or delay the completion of the Offer and, promptly upon request, assisting Motorola by providing any information reasonably required for Motorola to secure regulatory approvals in respect of the completion of the Offer; and

        (d)  ensuring that its representations and warranties in Section 2.1 are true and correct at all times during the period from the date of this Agreement until the earlier of (i) the date Motorola acquires Seller's Shares and (ii) the date this Agreement is terminated in accordance with its terms.

        4.9.    Specific Performance.    Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement, each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. It is accordingly agreed that the parties hereto (a) will waive, in any action for specific performance, the defense of adequacy of a remedy at law and (b) shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to compel specific performance of this Agreement in any action instituted in a court of competent jurisdiction.

        4.10.    Proxy.    By executing this Agreement, the Seller hereby irrevocably appoints Motorola's officers and designees, and each of them, the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, (i) to vote at any annual or special meeting of Next Level's Shareholders or any adjournment or postponement thereof or otherwise in such manner as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper with respect to, (ii) to execute any written consent concerning any matter as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper with respect to, and (iii) to otherwise act as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper with respect to, all of the Shares tendered under this Agreement. This power of attorney and proxy are irrevocable, and no subsequent powers of attorney, proxies, consents or revocations may be given by the Seller with respect thereto (and, if given, will not be deemed effective).

        4.11.    Excluded Shares.    Notwithstanding anything herein to the contrary, the Agreement shall not apply to the Shares beneficially owned by Seller, through two partnerships as previously disclosed to Motorola in writing (the "Excluded Shares"). Subject to Seller's tax considerations, Seller shall use reasonable efforts to cause the Excluded Shares to be tendered pursuant to the Amended Offer at the Offer Price of $1.18 per Share.

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        IN WITNESS WHEREOF, the foregoing accurately reflects the agreement between Seller and Motorola.

SELLER		MOTOROLA, INC.
By:	/s/  JACQUELINE SEGURA	By:	/s/  DONALD F. MCLELLAN
Name:	Jacqueline Segura	Name:	Donald F. McLellan
Title:		Title:	Corporate Vice President
Date:	March 24, 2003	Date:	March 24, 2003

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