System level behavioral modelling is a powerful tool in the RF and microwave designer's toolbox; it allows design tradeoffs to be explored early in a project. Typical models, however, have ...limitations in the frequency range and power levels at which they are applicable, and in many instances they fail to capture memory effects that lead to the asymmetrical intermodulation behavior observed in actual systems. We present a behavioral model with memory that can be extracted from device measurements or simulation results. It uses modular slices to capture the system behavior including asymmetrical intermodulation. The model can be used in system analysis and in harmonic balance or transient circuit simulators.