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                                                                    EXHIBIT 10.1

                                MASTER AGREEMENT

         This MASTER AGREEMENT ("Agreement") is dated as of this 22nd day of
July, 1999, ("Effective Date") by and between:

                  HIGH SPEED ACCESS CORP.
                  1000 West Ormsby Ave., Suite 210
                  Louisville, Kentucky 40210                     (" HSAC")

                  and

                  SERVICECO LLC
                  13241 Woodland Park Road                       ("Road Runner")
                  Herndon, Virginia 20171


                                    Recitals

         A. Road Runner is in the business of providing to multiple system
operators ("MSOs" or "Cable Operators") (i) a branded online Broadband
delivered, IP-based service comprised of content and applications optimized for
full screen display on personal computers and aggregated from third-party
sources or created by Road Runner or its affiliates, such as, by way of example
and not limitation, primary user interfaces, navigational links, branded
applications, one or more custom browsers to such content and applications; and
(ii) direct Broadband Internet Backbone Services, pursuant to separate
Affiliation Agreements.

         B. HSAC provides to MSOs end-to-end, full and partial turn key high
speed Internet access systems over cable, including installing, operating and
maintaining such high speed Internet access systems.

         C. Road Runner desires to subcontract to HSAC certain services which
Road Runner may agree to provide to its customers, and HSAC desires to provide
such services to Road Runner's customers (each, a "Service Affiliate" in a
"Designated System" as defined in Section 2.4 below), as the parties may agree,
pursuant to the terms and conditions herein and as specified in a separate and
individual written agreement (a "Subcontractor Agreement") by and between Road
Runner and HSAC.

            NOW, THEREFORE, in consideration of the premises and mutual
covenants and agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties agree as follows:

         1. DEFINITIONS. In addition to the other capitalized terms defined
elsewhere in this Agreement, the following terms will have the meanings set
forth below:


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         1.1 "Broadband" means any technology that is capable of supporting (i)
downstream data transmission over any medium (e.g., satellite, cable modem, XDSL
and other wireline and wireless technologies) at speeds not less than 128 kbps
and (ii) a persistent return path during any user session.

         1.2 "Cable Subscriber" means a cable TV subscriber or potential
subscriber residing in a Home Passed (residence or commercial establishment)
in a Cable System.

         1.3 "Cable System(s)" means any radio frequency ("RF") cable television
franchise or hybrid fiber-coaxial RF Plant distribution system ("RF Plant")
serving a geographically proximal group of residences, businesses, or other
locations. Cable Systems include both One-Way Systems and Two-Way Systems.

         1.4 "Confidential Information" means any information, communication or
data in any form, including, but not limited to oral, written, graphic or
electronic forms, which the disclosing party desires to protect against
unrestricted disclosure or use and is designated as proprietary or confidential
in the following manner: (i) if in writing or other tangible form, shall be
conspicuously labeled as "confidential" or "proprietary" at the time of
delivery; and (ii) if oral, shall be identified as "confidential" or
"proprietary" prior to disclosure, and after disclosure shall be reduced to
writing or other tangible form that is labeled as described in the preceding
clause (i), and delivered to the receiving party no later than thirty (30) days
after such disclosure. Without limiting the generality of the foregoing, the
Confidential Information of Road Runner shall include all Data Subscriber
Information, information of each Designated System, the terms and conditions of
this Agreement and Road Runner's software source code. The term "Confidential
Information" shall not include information which: (a) is or becomes generally
known to the public through no act or omission of the receiving party; (b) was
in the receiving party's possession prior to the disclosure hereunder; (c) is
disclosed to the receiving party by a third party who was not violating any
obligation of confidentiality to the disclosing party in making such disclosure;
(d) was independently developed by the receiving party; or (e) is required by
law or regulatory authority to be disclosed, provided, that in such event the
receiving party shall make all reasonable efforts to notify the disclosing party
of the pending disclosure prior to making such disclosure.

         1.5 "Content" means web pages, web sites, other multimedia information
now known or hereafter developed, in digital or analog form, or such other forms
as may now exist or hereafter become available. Content includes, without
limitation, text, graphics, audio, video, audiovisual images, still images,
animation, hypertext documents, interface designs, advertising, data, and the
like or similar materials.

         1.6 "Content Revenue" means banner ad/advertising, click-through or
other e commerce tolling or any other revenues derived from the deployment,
provisioning, use or hosting of the Content.




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         1.7 "Data Subscriber" means a Cable Subscriber residing in a Home
Passed (defined below) in the Designated System who or which subscribes to the
Road Runner Service regardless of whether such subscriber subscribes to a
Designated System's cable TV service.

         1.8 "Gross Revenues" means the gross revenues actually collected from
Data Subscribers, and which, as used herein, does not include (i) applicable
sales or use taxes, (ii) federal, state or local franchise fees, and (iii) Home
Equipment Package rental charges and installation fees/set-up charges as
described in a Subcontract Agreement.

         1.9 "Home Equipment Package" means the cable modem/other set-top device
and related power converter/supply, network interface card (NIC), patch cabling,
and required software for each Data Subscriber.

         1.10 "Home(s) Passed" means residences and commercial establishments
that are connected (i.e., a residence with an installed cable "drop" from a
Designated System or which is eligible for such cable "drop" by virtue of a
Designated System passing such residence) to a Designated System's cable RF
Plant for such Cable System, regardless of whether the persons residing in such
residences subscribe to cable TV services. For purposes of this definition, the
number of Homes Passed in a multiple dwelling unit shall equal the number of
potential subscribers in such multiple dwelling unit.

         1.11 "HSAC Equipment" means the equipment owned (or leased) and used by
HSAC to provide HSAC Services to a Designated Systems, including, without
limitation, all monitoring devices, telecommunications equipment, storage
devices, computing and data processing equipment, CMTS units and software.

         1.12 "HSAC Services" means, in "full turnkey" mode and unless otherwise
agreed in the applicable Subcontract Agreement for a particular Designated
System, the design, installation, activation, testing, operation, marketing,
provision, customer service and "call center" support, customer acquisition and
direct marketing, billing, and maintenance of HSAC's high-speed "data over
cable" connection/transmission services from and between HSAC's Internet
ISP/portal and the HSAC Equipment and Home Equipment Packages interfaced with
the Designated System, as more fully described in Schedule A hereto.

         1.13 "HSAC Warrant" means the securities purchase warrant in the form
attached hereto as Exhibit A granted to Road Runner under Section 9 hereof.

         1.14 "Internet Backbone" means a network which: (x) can or does (i)
assign IP addresses or manage IP address assignments for machines or networks to
which it is connected, (ii) accept or deliver IP datagrams from machines or
networks to which it is connected, or (iii) maintain and route IP packet traffic
to other machines or networks; and (y) provides IP connectivity on a regional,
national or international basis; provided, however, that such a network which
provides connectivity solely within a single metropolitan area shall not be
deemed an Internet Backbone.



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         1.15 "Internet Backbone Services" means services consisting of Internet
Backbone transmission, network management and/or associated support function
services.

         1.16 "IP" means the Internet Protocols as defined by the document
titled RFC791, by John Pastell of the University of Southern California, dated
1981, or subsequent revisions thereof.

         1.17 "ISP" means HSAC or its successor Internet/information service
provider designated by HSAC to provide Internet access to Data Subscribers.

         1.18 "Local Content" means Content, including but not limited to local
and regional weather and news, community bulletin boards, shopping guides, etc.,
designed, created, or acquired by HSAC and distributed to Data Subscribers in a
particular geographic region or Designated System where HSAC provides HSAC
Services pursuant to a Subcontract Agreement.

         1.19 "Local Content Revenue" means banner ad/advertising, click-through
or other e-commerce tolling or any other revenues derived from the deployment,
provisioning, use or hosting of the Local Content.

         1.20 "Marks" means, collectively, trademarks, trade names, service
marks, designs, characters and logos.

         1.21 "National Content" means all Content included in the Road Runner
Services except Local Content.

         1.22 "National Content Revenue" means banner ad/advertising,
click-through or other e-commerce tolling or any other revenues derived from the
deployment, provisioning, use or hosting of the National Content.

         1.23 "One-Way" means a Cable System that can only deliver television
signals, data, or other digital or analog information downstream from the cable
head end to the Cable Subscriber, and must use another means, including without
limitation a telephone line and modem, to send any information from the Cable
Subscriber to an Internet portal.

         1.24 "Road Runner Service" means (i) a branded online Broadband
delivered IP based service (including premium services) comprised of National
Content and related applications optimized for full screen display on personal
computers and aggregated from third party sources or created by the Company,
such as, by way of example and not limitation, primary user interfaces,
navigational links, branded applications, one or more custom browsers and
electronic program guides to such content and applications and (ii) the
provision of direct Broadband Internet Backbone Services.

         1.25 "Two-Way" means a Cable System that can both send and deliver
television signals, data, or other digital or analog information upstream and
downstream to and from the cable



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head-end to and from the Cable Subscriber, without using another means to send
or receive any information from the Cable Subscriber to an Internet portal.

      2. DESIGNATED SYSTEMS. In the event that Road Runner wishes to
subcontract to HSAC the provision of services for a Service Affiliate under an
existing or prospective Road Runner Affiliation Agreement, Road Runner shall so
inform HSAC whereupon Road Runner and HSAC shall in a mutually agreeable time
frame engage in negotiations regarding the services to be provided to such Cable
Operator. Examples of the services which Road Runner may desire to subcontract
to HSAC are set forth in Schedule A attached hereto. A draft form of subcontract
agreement for HSAC's performance of such services is set forth in Schedule B
attached hereto. In the event Road Runner and HSAC mutually agree upon terms and
conditions under which HSAC would provide services hereunder and the applicable
Subcontractor Agreement (the "HSAC Services") to a Cable Operator in particular
Cable System(s) owned or controlled by such Cable Operator, then, for purposes
of this Agreement, the Cable Operator shall be deemed to be a "Service
Affiliate" and its Cable Systems(s) shall be deemed a "Designated System."

      3. PROJECT PLAN.

         3.1 Promptly after the execution of this Agreement, Road Runner and
HSAC shall discuss, mutually agree upon and implement a plan (the "Project
Plan") to integrate their respective technical capabilities in order for HSAC to
perform services for Road Runner's Service Affiliates in conformance with Road
Runner's standards. When completed and mutually agreed upon, the Project Plan
shall be attached hereto as Schedule C. In the event the parties do not mutually
agree upon the Project Plan within six (6) months after the Effective Date of
this Agreement, then either party may terminate this Agreement upon notice to
the other party. At least once every three (3) months, Road Runner and HSAC
shall review the Project Plan and mutually agree upon any modifications to the
Project Plan that are necessary or advisable to ensure HSAC's delivery of
services to Road Runner's Service Affiliates in conformance with Road Runner's
standards.

         3.2 Network Operations Centers. The Project Plan shall include but not
be limited to integrating the Road Runner network operations center ("NOC") with
the HSAC NOC and customer service/help desk. Within ninety (90) business days
after the Effective Date, Road Runner and HSAC shall prepare specifications for
integration of the Road Runner NOC with the HSAC NOC and shall test such
integration in accordance with testing procedures to be jointly developed by
Road Runner and HSAC and incorporated into the Project Plan. In the event that
the integration fails to perform in accordance with the specifications for such
NOC integration, Road Runner and HSAC will work together to determine the cause
of such failure, and the entity whose NOC is the cause of such failure shall
correct such failure within a period of time which is reasonable based upon the
nature of the failure. Following such correction, Road Runner and HSAC shall
re-test the NOC integration. The foregoing procedures shall be repeated until
HSAC and Road Runner agree that the NOC integration performs in accordance with
the specifications for such NOC integration.




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         3.3 Training. In accordance with the Project Plan, Road Runner shall
provide (0 reasonable amounts of training to HSAC personnel on the Road Runner
Services and any upgrades thereto, and (ii) Road Runner software tools as Road
Runner determines are reasonably necessary for HSAC to provide the HSAC
Services. HSAC acknowledges that the quality of the HSAC Services, and the image
presented to the Designated Systems, is important to the success of the HSAC
Services. HSAC agrees that it shall ensure that HSAC personnel providing
services hereunder have received the proper training including without
limitation training on the Road Runner Services and any upgrades thereto
necessary to provide the HSAC Services.

         3.4 Contract Management. Each party agrees to appoint individuals, who
may be changed from time to time upon reasonable advance written notice to the
other party, to coordinate its respective activities pursuant to the Project
Plan ("Relationship Manager"). The Relationship Managers will have general
responsibility for implementation of the activities described in the Project
Plan. The Relationship Managers will hold status review meetings no less
frequently than monthly, unless otherwise mutually agreed by the Relationship
Managers, (a) at an HSAC or Road Runner office, (b) via conference call, or (c)
at other locations as mutually agreed by the Relationship Managers.

         3.5 Responsibilities. Road Runner shall be solely responsible for the
performance of the tasks designated as "Road Runner Responsibilities" in the
Project Plan. HSAC shall be solely responsible for the performance of the tasks
designated as "HSAC Responsibilities" in the Project Plan. In the event of any
conflict between the main terms and conditions of this Agreement and the Project
Plan, the main terms and conditions of this Agreement shall govern.

         3.6 Standards. HSAC acknowledges that Road Runner may, from time to
time, modify the standards for the performance of services for its Service
Affiliates. Any such modifications shall apply to all future prospective
Designated Systems and shall apply, if at all, to any then-existing subcontract
agreement between Road Runner and HSAC only in accordance with the terms of such
subcontract agreement.

      4. TRANSITION /UPGRADES.

         4.1 Transition Services. Within sixty (60) days of the Effective Date,
HSAC shall provide Road Runner with the written Transition Plan (described
below) which upon approval of Road Runner will be attached hereto as Schedule D.
The Transition Plan will describe the tasks HSAC will perform (the "Transition
Services") to enable HSAC to migrate the responsibilities included in the HSAC
Services from HSAC to Road Runner or its designee following expiration or
termination of a particular Subcontract Agreement (the "Transition") in order to
facilitate an orderly transition and continuation of services to Data
Subscribers without interruption or adverse effect. Such Transition Services
shall include pre-migration planning, acquisition by Road Runner of equipment
and resources necessary to provide the HSAC Services required for the provision
of the HSAC Services, coordination with any third party vendors, appropriate
coordination with Road Runner personnel and other tasks as reasonably requested
by Road Runner from time to time. HSAC



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shall plan, prepare for and conduct the Transition in accordance with a written
transition plan approved by Road Runner (the "Transition Plan" ).

         4.2 Timing of Transition Services. Commencing six (6) months prior to
the scheduled expiration date of this Agreement or a particular Subcontract
Agreement or on such earlier date as Road Runner may request, or commencing upon
the delivery of any notice of termination or non-renewal of this Agreement and
continuing for a period of time not to exceed ninety (90) days after the date of
the expiration or termination (the "Transition Assistance Period"), HSAC shall
provide to Road Runner, or at Road Runner's request to Road Runner's designee,
the applicable Transition Services. Upon at least fifteen (15) days prior notice
to HSAC, Road Runner may, from time to time, extend the Termination Assistance
Period until the six-month anniversary of the effective date of the expiration
or termination of this Agreement. Road Runner shall reimburse HSAC for its
reasonable expenses incurred in rendering such Transition Services as provided
in Schedule D, and Road Runner shall assume any circuit expense and HSAC Network
Equipment expense associated with continuing the post-termination or
post-expiration Road Runner Services and HSAC Services in such Designated
System.

         4.3 Upgrades. HSAC shall upgrade the HSAC Services and the HSAC Network
Equipment as necessary to the delivery of the joint Road Runner Service/HSAC
Services as the Road Runner Services may be enhanced or upgraded from time to
time provided that such enhancements and upgrades apply to substantially all
Road Runner Service deployments to substantially all Service Affiliates.

      5. OTHER HSAC RESPONSIBILITIES.

         5.1 Data Subscriber Information. In the event that HSAC provides Local
Content for a Designated System, HSAC agrees to adhere to the Privacy Policy
attached hereto as Schedule E with regards to the disclosure by HSAC to third
parties of any personally identifiable information of a Data Subscriber
collected by HSAC (except as necessary for the use of the Local Content). HSAC
shall not provide Data Subscriber names, screen names, addresses or other
identifying information, including without limitation any navigational
information obtained by HSAC through any tracking system ("Data Subscriber
Information"), if any, to any third party in a manner which identifies Data
Subscribers as subscribers to the Road Runner Service.

      6. GRANT OF RIGHTS.

         6.1 HSAC Equipment License. HSAC hereby grants to Road Runner during
the Term a royalty-free, exclusive right and license to use or have used on its
behalf the HSAC Equipment necessary for the provision of the Road Runner Service
and the HSAC Services to the Designated Systems and for no other purpose without
Road Runner's prior written approval.

         6.2 HSAC Trademark License. HSAC hereby grants Road Runner during the
Term a royalty-free, non-exclusive license, non-transferable license, without
the right to sublicense,



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to use the HSAC Marks set forth on Schedule F attached hereto in connection with
the advertising, marketing and promotion (on-line and otherwise) of the HSAC
Services solely to Designated Systems and to the Cable Subscribers. Road Runner
acknowledges that the HSAC Marks including without limitation the names and
marks "HSA", "HSAC", "HSA Network", "High Speed Access Network", and the "HSA
Data Network" are the exclusive property of HSAC. Except as provided in this
Agreement, Road Runner has not and will not acquire any proprietary rights
thereto by reason of the Agreement, and Road Runner shall not publish or
disseminate any material that includes HSAC Marks.

         6.3 Road Runner Trademark License. Road Runner hereby grants HSAC
during the Term a royalty-free, non-exclusive, non-transferable license, without
the right to sublicense, to use the Road Runner Marks set forth on Schedule G
solely in accordance with Road Runner guidelines with respect thereto, and
solely to promote the Road Runner Service; provided, however, that all such uses
outside specific usage guidelines established from time to time by Road Runner
shall require the prior written approval of Road Runner. A copy of Road Runner's
current guidelines for the use of the Road Runner Marks is attached hereto as
Schedule H. HSAC acknowledges that the Road Runner Marks are the exclusive
property of Road Runner (or its licensors), that all use thereof shall inure
solely to the benefit of Road Runner (or its licensors) and that HSAC has not
acquired nor will acquire any proprietary rights therein, or any goodwill
associated therewith, by reason of this Agreement. HSAC shall not use the Road
Runner Marks in any manner other than as is expressly provided for in this
Agreement. Road Runner shall have the right, in its sole discretion, to amend
Schedule G hereto, to add or delete Road Runner Marks. Such amendment shall
become effective upon HSAC's receipt of written notice to such effect whereupon
(i) any added Road Runner Marks shall become subject to all of the provisions of
this Agreement, and (ii) HSAC shall, as soon as reasonably practicable, cease
using any Road Runner Marks which have been deleted from Schedule G.

      7. CONTENT MANAGEMENT. Except as otherwise provided herein, Road Runner
shall have the sole and exclusive discretion and responsibility to determine and
provide the National Content of the Road Runner Service. With respect to those
Designated Systems for which HSAC is to provide Local Content in accordance with
the terms of the applicable Subcontract Agreement, HSAC shall have the
responsibility to develop and configure the Local Content of the Road Runner
Service in accordance with the Local Content Guidelines attached hereto as
Schedule I, including, without limitation, any "Style Guidelines" for Content
and local advertising; provided, that in the event Road Runner reasonably
determines that any such Local Content created by HSAC does not conform to the
overall "look and feel" of the Road Runner Service, HSAC shall modify the Local
Content as directed by Road Runner to achieve conformity with the Road Runner
Service.

      8. COMPENSATION.

         8.1 Each Subcontract Agreement shall specify HSAC's fees for services
rendered pursuant to such Subcontract Agreement based on a percentage of Gross
Revenues or as otherwise set forth in the applicable Subcontract Agreement.
Examples of such fees with respect to



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Configurations A and B of the HSAC Services are specified in Schedule A. With
respect to Designated Systems where HSAC is the billing party, HSAC shall retain
its share of Gross Revenues (or as otherwise set forth in the applicable
Subcontract Agreement) and pay to Road Runner and the Designated MSOS their
respective shares of Gross Revenues each calendar quarter no later than thirty
(30) days after the end of such calendar quarter (or as otherwise set forth in
the applicable Subcontract Agreement), accompanied by a statement in a form
mutually agreed to by Road Runner and HSAC showing the calculation of such
payment. With respect to Designated Systems where Road Runner is the billing
party, Road Runner shall pay to HSAC its respective shares of Gross Revenues (or
as otherwise set forth in the applicable Subcontract Agreement) each calendar
quarter no later than thirty (30) days after the end of such calendar quarter,
accompanied by a statement in a form mutually agreed to by Road Runner and HSAC
showing the calculation of such payment.

         8.2 Road Runner and HSAC shall each have the right to collect and
retain or receive, for their sole and exclusive benefit respectively, such
percentage of the National Content Revenues relating to the Road Runner Service
as may be determined in a particular Subcontract Agreement.

         8.3 If HSAC provides Local Content under a Subcontractor Agreement, as
between Road Runner and HSAC, HSAC shall have the right to collect and retain or
receive, for its sole and exclusive benefit, any and all Local Content Revenues
relating to the Road Runner Service. HSAC acknowledges and agrees that the
Service Affiliate and/or Road Runner, as the case may be, shall establish all
pricing for the Road Runner Service to Data Subscribers. The applicable
Subcontract Agreement shall specify the pricing for the HSAC Services, rental
rates and installation fees for Home Equipment Packages, etc.

         8.4 Audit Rights. Upon not less than thirty (30) days' prior written
notice, HSAC and Road Runner shall have the right to examine during normal
business hours the books and records of the other which are related to the Road
Runner Service and the HSAC Service to the extent necessary to verify the fees
due hereunder. Such examination shall be at the expense of the party conducting
the examination, unless the examination results show that ninety-five percent
(95%) or less of fees owing for the examined period were actually paid, in which
event the party being audited shall bear all expenses of the examination. Such
examinations shall be limited to fees payable during the then current calendar
year and the prior calendar year.

         8.5 HSAC acknowledges that Road Runner cannot and has not represented
that the Road Runner Service may or will achieve a certain number or level of
Data Subscribers or that HSAC may or will achieve any level of revenue,
including without limitation, Gross Revenues hereunder. Road Runner acknowledges
that HSAC cannot and has not represented that the Road Runner Service alone or
in conjunction with any HSAC Services may or will achieve a certain number or
level of Data Subscribers or that Road Runner may or will achieve any level of
revenue, including without limitation, Gross Revenues hereunder.




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      9. WARRANTS FOR HSAC COMMON SHARES.

         9.1 Concurrently with the execution and delivery of this Agreement,
HSAC and Road Runner will enter into the Warrant Purchase Agreement set forth in
Exhibit A. Pursuant to the Warrant Purchase Agreement and the HSAC Warrant
issued thereunder, HSAC will grant to Road Runner the right, during the Term, to
purchase one (1) share of HSAC common stock (a "Warrant Share") for each Home
Passed within a Designated System on the date HSAC and Road Runner enter into a
Subcontract Agreement for such Designated System. As used herein and in the HSAC
Warrant, "Warrant Share" share shall be deemed to mean one (1) share of HSAC's
post-IPO common capital stock.

         9.2 The HSAC Warrant shall be deemed effective (eligible for
exercise) immediately after any initial public offering of HSAC's securities,
subject to an applicable 180-day post-HSAC IPO lockout, and shall expire on
December 31, 2005.

     10. CONFIDENTIAL INFORMATION.

         10.1 HSAC and Road Runner may disclose to one another certain
Confidential Information which is considered by the disclosing party to be
proprietary or confidential. Each party agrees that it shall not, during the
Term of this Agreement, permit the duplication, use, or disclosure of any
Confidential Information to any person (other than an employee, agent, or
representative of the other party who must have such information for the
performance of its obligation hereunder), unless such duplication, use or
disclosure is specifically authorized by the other party in writing. All such
Confidential Information shall remain the sole property of the disclosing party.
Each party shall (a) not disclose any Confidential Information to any third
person without the express written consent of the disclosing party; (b) not use,
directly, indirectly, or in concert with any other person, any Confidential
Information for any purpose other than the performance of their obligations
under this Agreement; (c) use reasonable diligence, and in no event less than
that degree of care which such party uses in respect to its own confidential
information of like nature, to prevent the unauthorized disclosure or
reproduction of such information for a period from the date hereof until one
year after expiration of the Term. Without limiting the generality of the
foregoing, to the extent that this Agreement permits the copying of Confidential
Information, all such copies shall bear the same confidentiality notices,
legends, and intellectual property rights designations that appear in the
original versions. Nothing in this Section 10 shall be deemed to alter or
derogate from any other confidentiality or non-disclosure agreement(s) between
or among the parties.

         10.2 Maintenance of Data Subscriber Information. Following a Data
Subscriber disconnect from the Road Runner Service, HSAC shall at all times
maintain its obligations of confidentiality but shall not (for reasons of
internal audit, audit under Section 8.4 above, and compliance with tax laws) be
required to delete or destroy information pertaining to such Data Subscriber
until such time as HSAC's regular procedures for elimination of data would
normally delete or destroy such information.

         10.3 Future Products. HSAC and Road Runner may now market or have under
development products or services which are competitive with products or services
now offered or



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which may be offered by the other, may now be having or have in the future
discussions with others concerning subject matters similar to the subject matter
of this Agreement and may receive information from others similar to the other
party's Confidential Information. Subject to the express terms and conditions of
this Agreement, neither this Agreement nor discussions and/or communications
between HSAC and Road Runner will impair the right of either such party to
develop, make, use, procure and/or market any products or services, alone or
with others, now or in the future, including those which may be competitive with
those offered by the other.

         10.4 Public Announcements. Except as required by applicable law or
regulation or stock exchange rules, neither HSAC nor Road Runner shall make any
public announcement about this Agreement or its contents without prior written
consent of the other.

     11. REPRODUCTION OF MANUALS AND DOCUMENTATION. Road Runner shall have
the right, at no additional charge, to reproduce solely for its internal use,
all manuals and documentation furnished by HSAC relating to the HSAC Services,
regardless of whether such manual or documentation is copyrighted by HSAC. All
copies of manuals or documentation made by Road Runner shall include any
proprietary notice or stamp that has been affixed or is requested to be affixed
by HSAC. HSAC shall have the right, at no additional charge, to reproduce solely
for its internal use, all manuals and documentation furnished by Road Runner
relating to the Road Runner Services, regardless of whether such manual or
documentation is copyrighted by Road Runner. All copies of manuals or
documentation made by HSAC shall include any proprietary notice or stamp that
has been affixed or is requested to be affixed by Road Runner.

     12. REPRESENTATIONS AND WARRANTIES.

         12.1 Each of HSAC and Road Runner represents and warrants to the other,
as of the date hereof, that it has the full authority to enter into and fully
perform its obligations under this Agreement, it has obtained all permits,
licenses, and other governmental authorizations and approvals required for its
performance under this Agreement; and when executed and delivered by such party
this Agreement will constitute the legal valid and binding obligation of such
party, enforceable against such party in accordance with its terms.

         12.2 THE WARRANTIES STATED HEREIN ARE EXPRESSLY IN LIEU OF ALL OTHER
WARRANTIES AND UNLESS OTHERWISE EXPRESSLY STATED HEREIN, NEITHER PARTY MAKES
ANY OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

     13. INDEMNITY.

         13.1 HSAC and Road Runner hereby indemnifies and agrees to save
harmless the other from and against any and all cost, expenses, liabilities,
judgments, damages, claims, or demands owed to third parties (including amounts
paid in settlement and reasonable attorneys' fees



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on account thereof) (collectively, "Claims") for (i) injuries, including death
to persons, resulting from the indemnifying party's negligent or willful acts or
omissions or those of persons employed by the indemnifying party, its agents, or
subcontractors, and (ii) arising out of or in connection with its breach (or
alleged breach) of any covenants, warranties, or representations made herein.

         13.2 Notice. Any person or entity entitled to indemnification hereunder
shall promptly notify the indemnifying party of any action, suit, proceeding or
investigation ("Proceeding") for which indemnification is sought, provided that
any failure to so notify the indemnifying party will not relieve the
indemnifying party from any liability or obligation which it may have to any
indemnified person except to the extent of any material prejudice to the
indemnifying party resulting from such failure. If any Proceeding is brought
against an indemnified person, the indemnifying party will be entitled to
participate therein and to assume the defense thereof, with counsel reasonably
satisfactory to the indemnified person, within fifteen (15) days after notice
shall have been given to it by the indemnified person pursuant to the preceding
sentence. Each indemnified person will be obligated to cooperate reasonably with
the indemnifying party, at the expense of the indemnifying party, in connection
with such defense and the compromise or settlement of any such Proceeding.

     14. LIMITATION OF LIABILITY.

         14.1 UNDER NO CIRCUMSTANCES SHALL HSAC OR ROAD RUNNER BE LIABLE TO ONE
ANOTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR
EXEMPLARY OR PUNITIVE, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOST
BUSINESS OR LOSS OF PROFITS ARISING FROM OR RELATED TO ANY BREACH OF ANY
COVENANTS, WARRANTIES OR REPRESENTATIONS IN THIS AGREEMENT, EVEN IF HSAC OR ROAD
RUNNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

         14.2 Road Runner and HSAC agree to (a) exercise their respective
commercially reasonable efforts to maintain the secrecy of (and occasionally
rotate) their software passwords, and notify the other if they become aware that
their system passwords may be or have become compromised, and (b) maintain, at
each party's own expense, appropriate policies of general liability, casualty
and workers compensation insurance to cover their respective employees against
injury to themselves or others and casualty accidents while working on a Service
Affiliate's premises or Designated System. All such policies shall name the
other and the Service Affiliate as additional insured to the extent they may
legally do so. Road Runner shall furnish HSAC with a list of the Designated
System offices and head-ends for HSAC's insurance brokers.

     15. TERM AND TERMINATION.

         15.1 Term. The Term (defined below) of this Agreement shall commence
upon the Effective Date and shall continue, unless terminated in accordance with
this Section 15, for five (5) years; provided, however, this Agreement shall
continue to remain in effect with respect to any



                                       12
<PAGE>   13



Subcontractor Agreement until such Subcontractor Agreement is itself terminated
or performance thereunder is completed ("Initial Term"). Thereafter, the
Agreement will be automatically renewed for successive additional one-year terms
(each, a "Renewal Term" and the Initial Term together with all Renewal Terms,
the "Term") unless either party provides written notice to the other, pursuant
to Section 21, not later than six (6) months prior to the expiration of the
Initial Term or any Renewal Term of such party's intention not to renew this
Agreement.

         15.2 Termination For Default. If either party defaults in any material
respect in the performance of any of its material obligations hereunder and such
default shall not be cured within thirty (30) days after receipt of written
notice thereof from the party alleging the breach, or if either party becomes
insolvent, or if a petition under any bankruptcy act shall be filed by or
against either party (which petition, if filed against any affiliate of either
party, shall not have been dismissed within thirty (30) days thereafter), or if
either party executes an assignment for the benefit of creditors, or if a
receiver is appointed for the assets of either party, or if either party takes
advantage of any insolvency or any like statute (any of the above acts are
hereinafter called "Event of Default"), then the other party may at its option,
in addition to any and all other rights which party may have, declare a default
and terminate this Agreement by giving written notice to the other party within
ten (10) business days from the date of the maturity of any Event of Default.
Notwithstanding any other provision of this Agreement, neither HSAC or Road
Runner will be deemed in default of this Agreement to the extent any delays in
their respective performance are reasonably and demonstrably attributable to the
actions or inaction of the other or events and circumstances outside of their
reasonable control, including, but not limited to, the actions, inaction or
negligence of third party vendors. For example, HSAC will not be deemed in
default of this Agreement if (i) a Regional Bell Operating Company ("RBOC") or
other telephone network provider (a "telco") is late in installing T-1 or other
transport from a System head-end to the ISP portal following the submission of a
timely order by HSAC, (ii) an equipment vendor (e.g., Motorola) fails to meet
its delivery deadlines with respect to HSAC Network Equipment or Home Equipment
Packages, or (iii) the Internet backbone fails to function properly.

     16. OBLIGATIONS UPON TERMINATION.

         16.1 HSAC's Obligations Upon Termination. Upon the expiration or
termination of this Agreement, upon request of Road Runner, HSAC shall:

              (a) Return to Road Runner all materials, documentation and data
         that are the property of Road Runner including without limitation all
         Confidential Information of Road Runner, information of each
         Designated System, and the Data Subscriber Information; provided,
         however, that HSAC shall be permitted to keep one (1) copy of such
         Confidential Information if necessary to comply with any audit, tax
         and reporting obligations;

              (b) Return to Road Runner within thirty (30) days after the
         expiration or termination of this Agreement, any and all of Road
         Runner's assets;




                                       13
<PAGE>   14
              (c) Cease using and terminate access, if any, to Road Runner
         databases including, without limitation, Road Runner's call management
         system, and return all copies of all information obtained from such
         databases.

         16.2 Road Runner's Obligations Upon Termination. Upon the expiration or
termination of this Agreement, upon request from HSAC, Road Runner shall:

              (a) Return all Confidential Information of HSAC; provided,
         however, that Road Runner shall be permitted to keep one (1) copy of
         such Confidential Information if necessary to comply with any reporting
         obligations.

              (b) Return to HSAC within thirty (30) days after the expiration or
         termination of this Agreement, any and all of HSAC assets;

              (c) Cease using and terminate access, if any, to HSAC databases
         including without limitation HSAC's call management system, and return
         all copies of all information obtained from such databases.

         16.3 License Rights. Upon the expiration or termination of this
Agreement for any reason, the license rights granted herein shall terminate.

     17. INDEPENDENT CONTRACTOR. All work performed by each party in
connection with the Joint Road Runner/HSAC Services described in this Agreement
shall be performed by such party as an independent contractor and not as the
agent, employee, joint venture or partner of the other party. All persons
furnished by either party shall be for all purposes solely such party's
employees or agents and shall not be deemed to be employees of the other party
for any purpose whatsoever. Each party shall furnish, employ, and have exclusive
control of all persons to be engaged by it in performing services under this
Agreement and shall prescribe and control the means and methods of performing
such services by providing adequate and proper supervision. Nothing contained
herein shall be deemed to create a relationship of joint venture, associates,
principal and agent or partnership between the parties hereto, and neither party
shall hold itself out as having such a relationship with the other party. Each
party is acting as principal hereunder.

     18. FORCE MAJEURE. Neither party shall be responsible for any delay or
failure in performance of any part of this Agreement to the extent that such
delay or failure is caused by fire, flood, explosion, war, lightning, embargo,
government requirement, riots or civil commotion, acts of civil or military
authority, strikes or other labor unrest, power surges, acts or omissions of
carriers/utilities, acts of God, or other similar causes or contingencies beyond
its reasonable control (i.e., a "Force Majeure"); provided, that if any such
event of Force Majeure occurs, the party delayed or unable to perform shall give
immediate notice to the other party and a projection of the period in which the
party delayed or unable to perform expects to effect a cure and shall use
commercially reasonable efforts to cure any failure to perform as promptly as
possible. The party affected by the other's delay or inability to perform may
elect to suspend performance of its allocable portions or



                                       14
<PAGE>   15



duties with respect to the joint Road Runner/HSAC Services for the duration of
the condition. The affected party or parties may resume performance of its
duties once the condition ceases, and the term of this Agreement shall by notice
be deemed to be extended for such affected System up to the length of time the
condition endured.

     19. ASSIGNMENT. This Agreement shall be binding on the parties hereto
and their respective successors and assigns; provided, that each party hereto
shall be permitted, upon thirty (30) days advance written notice to the other,
to assign (by assets purchase or other written agreement, merger, consolidation,
sale of assets, operation of law or otherwise) its rights, title and interest
under this Agreement to a successor entity which specifically assumes the
assignor's rights, title and interest under this Agreement prior to or
contemporaneous with the closing of such assignment. No such assignment shall
relieve a party of its obligations hereunder. All assignments in contravention
of this section shall be null and void. In addition, each party will be
permitted to collaterally assign and grant a security interest in its contract
rights and tangible/intangible property interests (including the HSAC Network
Equipment and Home Equipment Packages) arising under this Agreement for purposes
of securing financing from its commercial lenders.

     20. AMENDMENTS, MODIFICATIONS, OR SUPPLEMENTS. Amendments, modifications,
or supplements to this Agreement shall be permitted, provided all such changes
shall be in writing signed by the authorized representatives of both parties,
and all such changes shall reference this Agreement and identify the specific
articles or sections of this Agreement that is amended, modified, or
supplemented.

         21. NOTICES. All notices, demands, or other communications herein
provided to be given or that may be given by any party to the other shall be
deemed to have been duly given when made in writing and delivered in person, or
upon receipt of confirmation on the sender's facsimile machine that all pages
have been received by the recipient, if sent by facsimile, or upon receipt, if
(a) deposited in the U.S. mail, postage prepaid, certified mail, return receipt
requested; or (b) sent by nationally recognized overnight courier in a postpaid
wrapper, addressed as follows:

         Notices to HSAC:           HIGH SPEED ACCESS CORP.
                                    4100 E. Mississippi Ave., Suite 1150
                                    Denver, CO 80246
                                    Attn: Ron Pitcock, Sr., President
                                    cc: Jeff Tokar, Vice President
                                    Phone: 303-256-2005, fax: -2050

         With a copy to:            HIGH SPEED ACCESS CORP.
                                    1000 West Ormsby Ave., Suite 210
                                    Louisville, KY 40210
                                    Attn: John G. Hundley, General Counsel
                                    Phone: 502-515-3342, fax: -3101




                                       15
<PAGE>   16



         Notices to
         Road Runner:               SERVICECO LLC
                                    13241 Woodland Park Road
                                    Herndon, Virginia 20171
                                    Attn.: Robert Rusak, Vice President,
                                            Business Development
                                    Phone: 703-345-2403, fax: 703-345-2515

         With a copy to:            SERVICECO LLC
                                    13241 Woodland Park Road
                                    Herndon, Virginia 20171
                                    Attn: General Counsel
                                    Phone: 703-345-2482, fax: 703-345-2515

or to such address as the parties may provide to each other in writing from time
to time.

     22. OBLIGATIONS TO SURVIVE TERMINATION. The parties recognize and agree
that the obligations of the other party under Sections 11. 13 and 14 of this
Agreement shall survive the termination or expiration of this Agreement.

     23. GOVERNING LAW. The validity, construction, interpretation, and
performance of this Agreement shall be governed by and construed in accordance
with the laws (without reference to the conflicts of laws rules) of the State of
New York.

     24. NON-SOLICITATION. Road Runner and HSAC agree that, during the Term
of and for a period of one (1) year thereafter, neither party will employ, make
an offer of employment to, or solicit an employee of the other who was in any
way involved in the provision or execution of the Road Runner Services and HSAC
Services, without the prior consent of such other party.

     25. ARBITRATION.

         (a) Each of HSAC and Road Runner agrees that in the event of any
dispute relating to this Agreement, the parties hereto shall promptly meet and
confer in an effort to resolve such dispute through good-faith consultation and
negotiation. In the event the parties are unable to resolve any dispute within
thirty (30) days after such meeting, either HSAC or Road Runner may then refer
such dispute for final resolution in accordance with Section 25(b) hereof.

         (b) Any unresolved claim, controversy or dispute arising out of or
relating to this Agreement or the breach, termination or validity hereof, shall
be finally settled by arbitration conducted expeditiously in accordance with the
American Arbitration Association Commercial Arbitration Rules. A single
arbitrator engaged in the practice of law shall conduct the arbitration under
the then current rules of the American Arbitration Association. The arbitrator
shall be jointly selected by the parties hereto; and if they are unable to
agree, then the arbitrator shall be selected by the manager of the Washington,
D.C. office of the American Arbitration Association. The arbitration



                                       16
<PAGE>   17



shall be governed by the United States Arbitration Act, 9 U.S.C. Sections 1-16,
and judgment upon the award rendered by the Arbitrator may be entered by any
court having jurisdiction thereof. The place of arbitration shall be in New
York, New York, and the laws of the State of New York shall govern the
construction and interpretation of this Agreement, without reference to the laws
relating to conflicts of law. The Arbitrator is not empowered to award damages
in excess of compensatory damages, and each party hereby irrevocably waives any
damages in excess of compensatory damages. The prevailing party, as determined
by the arbitrator, shall be entitled to an award of reasonable attorneys' fees
and costs. The procedures specified in this Section 25 shall be the sole and
exclusive procedures for the resolution of disputes between the parties arising
out of or relating to this Agreement; provided, however, that a party may seek a
preliminary injunction or other provisional judicial relief if in its judgment
such action is necessary to avoid irreparable damage or to preserve the status
quo. Despite such action, the parties will continue to participate in good faith
in the procedures specified in this Section 25. All applicable statutes of
limitation and defenses based upon the passage of time shall be tolled while the
procedures specified in this Section 25 are pending. The parties will take such
action, if any, required to effect such tolling. Each party is required to
continue to perform its obligations under this Agreement pending final
resolution of any dispute arising out of or relating to this Agreement.

     26. HEADINGS. The headings contained in this Agreement are for
convenience of reference only and are not intended to have any substantive
significance in interpreting this Agreement.

     27. WAIVERS. Any waiver by either party of any breach of any term or
condition hereof shall be effective only if in writing and such writing shall
not be deemed to be a waiver of any subsequent or other breach, term or
condition of this Agreement.

     28. COUNTERPARTS: NO CONFLICTING AGREEMENT. This Agreement may be executed
in one or more counterparts, each of which shall be deemed an original and all
of which when taken together shall constitute one and the same document. Each
party represents that it is not bound by any other agreement that would prevent
full performance of this Agreement.

     29. Y2K. Road Runner and HSAC represent and warrant to the other that each
has taken all actions necessary and appropriate to assure that there shall be no
material adverse change to its respective business or electronic systems or
material interruptions in the operation and delivery of the Road Runner Services
and HSAC Services, as the case may be, as provided in this Agreement (aside from
normal data packet delays, distortions, and losses (i) on the Internet backbone,
(ii) during transport to the Internet backbone on telecommunication lines leased
from a third party, or (iii) during transport from Cable Subscribers to HSAC
over a coaxial cable or fiber optic line) by reason of the advent of the year
2000, including, without limitation, that all its respective computer-based
systems, embedded microchips and other data processing capabilities have been
designed or modified and fully tested in such a manner that such computer-based
systems, embedded microchips and other data processing capabilities will not
generate any invalid and/or incorrect date-related results or cause any of the
problems commonly referred to as "Year 2000



                                       17
<PAGE>   18



problems" and will, without interruption or manual intervention, continue to
operate consistently, predictably and accurately and in accordance with all of
the requirements of this Agreement, including without limitation, meeting all
specifications and/or functionality and performance requirements, when used
during any year prior to, during or after the calendar year 2000. Neither Road
Runner nor HSAC warrant that interruptions in joint Road Runner/HSAC Services
will not occur due to the network or systems failures of other parties,
including utilities and phone services, caused by ~ Year 2000 problems. "

     30. REGULATORY COMPLIANCE. HSAC and Road Runner agree to comply with all
applicable federal, state and local laws and regulations, including specifically
those pertinent regulations promulgated by the public utilities commission in
the Service Affiliate's states (or where the Designated System is situated) and
the Federal Communications Commission, which may governor affect the provision
of Road Runner Services and HSAC Services to Data Subscribers covered by this
Agreement.

     31. ENTIRE AGREEMENT. This Agreement and the Exhibits hereto constitute the
entire agreement between the parties and any parties who have in the past or who
are now representing either of the parties hereto, and replaces and supersedes
all prior agreements, written and oral, relating to the subject matter hereof,
between the parties to this Agreement. Each Subcontractor Agreement, except as
its terms otherwise expressly provide, shall be a complete statement of its
subject matter and shall supplement and modify the terms and conditions of this
Agreement for the purposes of that engagement only.

                                      * * *

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

                                                 HIGH SPEED ACCESS CORP.



                                                 BY: /s/ HIGH SPEED ACCESS CORP.
                                                    ----------------------------
                                                 NAME:
                                                      --------------------------
                                                 TITLE:
                                                       -------------------------






                                       18
<PAGE>   19



                                                 SERVICECO LLC



                                                 BY: /s/ SERVICECO LLC
                                                    ----------------------------
                                                 NAME:
                                                      --------------------------
                                                 TITLE:
                                                       -------------------------



                                       19
<PAGE>   20
                         SCHEDULE B TO MASTER AGREEMENT

                                     Form of

               Subcontract Agreement between Road Runner and HSAC

  (To be agreed upon within 90 days of the Effective Date and attached hereto)




<PAGE>   21



                         SCHEDULE C TO MASTER AGREEMENT

                                  Project Plan

                    For Integration of Technical Capabilities

  (To be agreed upon within 90 days of the Effective Date and attached hereto)


<PAGE>   22



                         SCHEDULE D TO MASTER AGREEMENT

                                 Transition Plan

                            (DRAFT - may be modified)

     In the event a Subcontract Agreement is terminated or expires, HSAC agrees
to work with Road Runner and the Service Affiliate to develop transition and
conversion procedures to protect the normal service levels provided to Data
Subscribers.

     HSAC will provide continuing network and call center and NOC support to
Data Subscribers and the successor ISP for a period of 120 days following such
termination, withdrawal or expirations to ensure seamless Internet access to
Data Subscribers. Service Affiliate and/or Road Runner will reimburse HSAC for
HSAC for its actual, out-of-pocket expenses relating to such post-termination or
post-expiration Transition Services, and HSAC shall continue to receive its
share of Gross Revenues from any Data Subscriber for whom HSAC is still
providing Internet Access. In addition, during the transition period, HSAC will
provide Road Runner or Service Affiliate with all customer database information
in machine readable form that complies with widely accepted industry formats.

<PAGE>   23



                         SCHEDULE E TO MASTER AGREEMENT

                                 Privacy Policy

                               HSAC Privacy Policy

                          [DRAFT - SUBJECT TO REVISION]

HSAC takes privacy very seriously. We are committed to the principle that our
members must be secure in the knowledge that information they disclose is used
for the purpose for which it was collected and not sold, bartered or traded to
third parties in a manner that is inconsistent with member expectations. Having
a relationship founded on trust with our subscribers is not only good manners,
but also good business.

HSAC will use basic customer information from you to provide the service. When
you sign up for the HSAC service you are required to provide your name, address,
phone number and appropriate billing information. That information is available
only to authorized HSAC personnel for installing, maintaining and billing the
HSAC service

HSAC will use information that you give us to offer a more customer-tailored
online experience. For example, since we know your zip code we can deliver local
weather information on the home page and we might offer you a home page of
localized news or content relevant to interests that you specify.

HSAC or our content partners will send promotional e-mail messages to specific
groups of people based on our database of subscriber information (for example,
subscribers living in a specific geographic area). However, when sending
messages tailored to a specific group, the actual names and personal information
about individual subscribers is not disclosed. While HSAC reserves the right to
send out administrative mailings to all its members (for example, changes in
pricing or operating policies), you can advise us that you don't want to receive
promotional mailings and we will honor that request (go to Member Services,
E-mail Services, Mailing Lists).

HSAC or our content and commerce partners will collect and use billing and
shipping information when you purchase good online. Billing and shipping
information includes name, email address, shipping address and credit card
information. This information is necessary to deliver the service or product to
you. When you use a credit card, the basic payment information is transmitted to
the appropriate financial institution for purposed of processing the
transaction. We take care to associate with partners who are credible and
trustworthy. However, if you are concerned about their reputation and
trustworthiness, we encourage you to check the privacy policies of any online
vendors you use.

HSAC or our content partners will use personal information if you participate in
a contest. If you enter a contest you might be required to provide information
about how we can contact you. This information will be used to contact you if
you win the contest and aggregate information may be


<PAGE>   24



used for marketing or research purposes. However, like other information you
provide to HSAC, personal details about you will not be shared with others or
used to send you promotional email messages if you indicate you do not wish to
receive them.

HSAC will release personal information if compelled by court order. We will take
great care in protecting your personal information though we may be compelled to
reveal such details to law enforcement officials in response to a
properly-issued court order or legal process in accordance with applicable law.

WHAT HSAC WILL NOT DO WITH INFORMATION ABOUT YOU

HSAC will not share personally-identifiable information with advertisers,
content and commerce partners, providers of unrelated services or other
outsiders without your consent, unless we are compelled to disclose the messages
along with personally-identifiable information to comply with a valid court
order or if we believe that a state of emergency exists where it is necessary to
disclose this information to protect HSAC's property or an individual's safety
or security.

HSAC will not read your outgoing or incoming e-mail, private chat or instant
messages. We do store e-mail messages on our computer systems for a brief period
of time and could be compelled to disclose the messages along with
personally-identifiable information to comply with a valid court order or if we
believe that a state of emergency exists where it is necessary to disclose this
information to protect HSAC's property or an individual's safety or security.

HSAC will not send promotional e-mail messages to you if you ask us not to do
so. We do send promotional messages to our members from time to time. However,
we will stop sending you such messages if you advise us that you no longer wish
to receive them.

HSAC will not share personally-identifiable information about where you go on
the service or on the Web. We do, however, review this information in aggregate
form to better understand how the service is being used and to help us determine
the popularity of our various service features. We may also, under compulsion of
law, be required to divulge your identity to law enforcement agencies.

HSAC will not record any information that you provide to any Web site other than
ones operated by HSAC. You should be warned, however, that HSAC's Privacy Policy
does not apply to Web sites operated by persons or organizations other than
HSAC. So, if you're on a Web site, you should look for the Web site's privacy
policy and use discretion regarding any information you provide there. HSAC's
role in guiding you to Web sites is similar to that of an airline's role in
helping you travel to distant cities. We can help you get there quickly and
safely, but once you're there, we can't protect you or keep you out of trouble.

The cable companies offering you the HSAC services also have policies relating
to the protection of customer information. These policies are provided to you by
your cable operator at the time of




                                       2
<PAGE>   25
installation of your cable service (or cable Internet service) and are sent to
you annually thereafter so long as you continue to be a customer.

Public message boards and chat rooms are by definition not private. Posting to a
public area is like making a statement in an open meeting: anyone there can
record what you say and pass it on to others. You should only post information
in these places if you are comfortable sharing publicly.

Cookies are small files stored on your computer's hard drive to simplify and
improve your Web navigation experience. A Web site may store information about
your computer configuration so that it can more efficiently provide information
to you the next time you visit. Or, your browser might save a text file with
your username and password so that a Web site" server will recognize you the
next time you access the site. This way, you won't have to log into the site
again if you happen to leave and return again later.

HSAC uses cookie files to identify your locale and time zone so that you can
access information for your local area. Additionally, we use cookies to deliver
personalized content based on preferences you've previously chosen on our
service. We do not store your name or other personally identifiable information
in cookies.

Never provide any information to a Web site that doesn't post a privacy policy
unless you have reason to trust that site.

Never say anything in a public chat room or a forum (newsgroup) that you don't
want the public to know about. Be very cautious before posting your name,
address, telephone number, place of work or any other information that could
identify you. Information that you post in such areas can be seen by anyone and
archived for use later on.

Keep your passwords private. HSAC personnel will never ask you for your
password. Children should be instructed not to give out their passwords to
anyone other than their parents.

When shopping online be sure you are dealing with reputable businesses who
handle transactions securely before giving out credit card numbers or other
personally-identifiable information.

Instruct your children never to give out information about themselves without
first checking with you. Please check out Safety Guidelines for Parents at
(http://www.safekids.com/parent guidelines.htm) and make sure your children are
familiar with Kids Rules for Online Safety which can be found at
(http://www.safekids.com/kidsrules.htm).

The Internet is rapidly changing the way all of us communicate and interact with
each other. While the Internet allows each of us access to a greater array of
information and services than has ever been available, these new online
activities do raise many new challenges such as the privacy issues addressed by
this policy. HSAC is committed to working with public policy organizations,
industry groups and government institutions to understand and address these
challenges as they come up. As



                                       3
<PAGE>   26
we stated at the beginning of this policy, having a relationship with our
subscribers that is founded on trust is not only good manners, but also good
business.




                                       4
<PAGE>   27

                         SCHEDULE G TO MASTER AGREEMENT

                                Road Runner Marks

                                 (see attached)

<PAGE>   28



                         SCHEDULE H TO MASTER AGREEMENT

        Local Content Guidelines/Guidelines for Use of Road Runner Marks

                                 (see attached)

<PAGE>   29

                                    EXHIBIT A

                           Securities Purchase Warrant

       (see attached [incorporated by reference herein to Exhibit 10.2])