FORM OF

                                                                 EXHIBIT 10.13



                                 FORM OF 

                     AMENDMENT TO EMPLOYMENT AGREEMENT


         This amendment (the "Amendment") is made as of ____________, 1997 by 
and between Xxxxx X. Xxxxxxx (the "Executive") and General Instrument 
Corporation, a Delaware corporation ("General Instrument").

         WHEREAS, Comm/Scope Company ("CommScope"), a North Carolina 
corporation, the Executive, and General Instrument entered into an employment 
agreement (the "Agreement") as of November 28, 1988;

         WHEREAS, Section 11 of the Agreement provides that the Executive and 
General Instrument may modify the provisions of the Agreement which apply to 
General Instrument;

         WHEREAS, the Board of Directors of General Instrument has approved 
in principle a spin-off transaction, subject to certain conditions, pursuant 
to which the outstanding shares of common stock of NextLevel Systems, Inc., a 
Delaware corporation ("NextLevel Systems"), would be distributed on a pro 
rata basis to the stockholders of General Instrument followed by the 
distribution (the "Distribution") on a pro rata basis to the holders of 
common stock of NextLevel Systems (which holders also will be the 
stockholders of General Instrument) of the outstanding shares of common stock 
of CommScope, Inc., the parent company of CommScope;

         WHEREAS, after the date of the Distribution (the "Distribution 
Date"), General Instrument intends that Section 8 and the applicable 
provisions of Sections 9 through 18 of the Agreement will no longer apply to 
General Instrument, the Executive wishes to no longer be bound by such 
provisions, and



the Executive and General Instrument wish to modify the Agreement to reflect 
their intentions;

         NOW, THEREFORE, the Executive and General Instrument agree as 
follows:

         Effective as of the Distribution Date, Section 8 will no longer 
apply to General Instrument and Section 8 and each reference to General 
Instrument in Sections 9 through 18 of the Agreement are hereby deleted.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement 
as of the date and year first above written.




                                             ------------------------------
                                             Xxxxx X. Xxxxxxx



                                             GENERAL INSTRUMENT CORPORATION



                                             By:___________________________
                                                Title:




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