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                                                                    EXHIBIT 10.5

                                                           Master Lease No. 2392

                       MASTER AGREEMENT TO LEASE EQUIPMENT

         THIS MASTER AGREEMENT TO LEASE EQUIPMENT (this "Agreement") is entered
into as of MAY 18, 1999 by and between CISCO SYSTEMS CAPITAL CORPORATION
("Lessor"), having its principal place of business at 170 West Tasman Drive, San
Jose, California 95134 and HIGH SPEED ACCESS CORP., a Delaware Corporation
("Lessee"), having a principal place of business at 1000 W. Ormsby Avenue, Suite
210, Louisville, KY 40210.

         I.       THE LEASE

                  1.1 LEASE OF EQUIPMENT. In accordance with the terms and
conditions of this Agreement, Lessor shall lease to Lessee, and Lessee shall
lease from Lessor, the personal property, including all substitutions,
replacements, repairs, parts and attachments, improvements and accessions
thereto and therein (the "EQUIPMENT"), described in the lease schedule(s) (each,
a "LEASE") to be entered into from time to time into which this Agreement is
incorporated. Each Lease shall constitute a separate, distinct, and independent
lease and contractual obligation of Lessee. Lessor or its assignee shall at all
times retain the full legal title to the Equipment, it being expressly agreed by
both parties that each Lease is an agreement of lease only.

                  1.2 TERM OF LEASE. The original term (the "ORIGINAL TERM") OF
THE EQUIPMENT shall commence on the Commencement Date and, subject to Sections
3.3 and 3.5 below, shall terminate on the date specified in the Lease.
Notwithstanding the foregoing, the Original Term for the Equipment shall
automatically extend for successive 30-day periods after its expiration (each,
an "EXTENDED TERM") unless either party gives the other party written notice, at
least thirty (30) days prior to the expiration of the Original Term or any
Extended Term, as the case may be, of its intent not to so extend the applicable
Lease. Except as specifically provided in this Section 1.2, no Lease may be
terminated by Lessor or Lessee, for any reason whatsoever, prior to the end of
the Original Term or any Extended Term (collectively, the "LEASE TERM").
Notwithstanding any provision to the contrary contained in this Agreement,
Lessee shall be deemed to accept the Equipment on the Commencement Date (as
specified in each Lease).

                  1.3 RENTAL PAYMENTS. Lessee shall pay Lessor rent ("RENT") for
the Equipment in the amounts and at the times specified in the Lease. All Rent
and other amounts payable by Lessee to Lessor hereunder shall be paid to Lessor
at the address specified above, or at such other place as Lessor may designate
in writing to Lessee from time to time.

                  1.4 RETURN OF EQUIPMENT. Upon expiration of the Lease Term of
the Equipment, Lessee shall immediately return the Equipment to Lessor as
provided in Section 3.3 below. If Lessee fails to return any of the Equipment
upon demand therefor by Lessor, Lessee shall pay Lessor, as the measure of
Lessor's damages, the Casualty Value (as defined in the applicable Lease) of
such Equipment.


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        II.       DISCLAIMERS AND WARRANTIES; INTELLECTUAL PROPERTY

                  2.1 DISCLAIMERS; WARRANTIES. Lessee represents and
acknowledges that the Equipment is of a size, design, capacity and manufacture
selected by it, and that it is satisfied that the Equipment is suitable for its
purposes. LESSOR LEASES THE EQUIPMENT AS IS. AND.

NOT BEING THE MANUFACTURER OF THE EQUIPMENT, THE MANUFACTURER'S AGENT OR THE
SELLER'S AGENT MAKES NO WARRANTY OR REPRESENTATION. EITHER EXPRESS OR IMPLIED,
AS TO THE MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN OR
CONDITION OF THE EQUIPMENT. LESSOR SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR
DAMAGE RESULTING FROM THE INSTALLATION, OPERATION OR OTHER USE, OR
DEINSTALLATION OF THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION, ANY DIRECT,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGE OR LOSS. Lessee shall look

solely to the manufacturer or the supplier of the Equipment for correction of
any problems that may arise with respect thereto, and, provided no Event of
Default (as defined in Section 4.1) has occurred and is continuing, all
warranties made by the manufacturer or such supplier are, to the degree
possible, hereby assigned to Lessee for the Lease Term. To the extent any such
warranty requires performance of any kind by the beneficiary of the warranty,
Lessee shall perform in accordance therewith.

                  2.2 INTELLECTUAL PROPERTY. Except as otherwise expressly
provided in each Lease, LESSOR MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER
WITH RESPECT TO THE INTELLECTUAL PROPERTY RIGHTS, INCLUDING. WITHOUT LIMITATION,
ANY PATENT, COPYRIGHT AND TRADEMARK RIGHTS, OF ANY THIRD PARTY VV1TH RESPECT TO
THE EQUIPMENT, WHETHER RELATING TO INFRINGEMENT OR OTHERWISE. Lessor shall, when
requested in writing by Lessee and at Lessee's cost and expense, exercise rights
of indemnification, if any, for patent, copyright or other intellectual property
infringement obtained from the manufacturer under any agreement for purchase of
the Equipment. If notified promptly in writing of any action brought against
Lessee based on a claim that the Equipment infringes a United States patent,
copyright or other intellectual property right, Lessor shall promptly notify the
manufacturer thereof for purposes of exercising, for the benefit of Lessee,
Lessor's rights with respect to such claim under any such agreement.

       III.       COVENANTS OF LESSEE

                  3.1 PAYMENTS UNCONDITIONAL; TAX BENEFITS; ACCEPTANCE. EACH
LEASE SHALL BE A NET LEASE, AND LESSEE'S OBLIGATION TO PAY ALL RENT AND OTHER
SUMS THEREUNDER, AND THE RIGHTS OF LESSOR IN AND TO SUCH PAYMENTS, SHALL BE
ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT,
REDUCTION, SETOFF, DEFENSE, COUNTERCLAIM, INTERRUPTION, DEFERMENT OR RECOUPMENT,
FOR ANY

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REASON WHATSOEVER It is the intent of Lessor, and an inducement to Lessor, to
enter into each Lease, to claim all available tax benefits of ownership with
respect to the Equipment subject thereto. Lessee's acceptance of the Equipment
subject to a Lease shall be conclusively and irrevocably evidenced by Lessee
executing an Acceptance Certificate with respect to such Equipment, and upon
acceptance, such Lease shall be noncancellable for the Lease Term unless
otherwise agreed to in writing by Lessor. Any nonpayment of Rent or other
amounts payable under any Lease shall result in Lessee's obligation to promptly
pay Lessor as additional Rent on such overdue payment, for the period of time
during which it is overdue (without regard to any grace period), interest at a
rate equal to the lesser of (a) fourteen percent (14%) per annum, or (b) the
maximum rate of interest permitted by law.

                  3.2 USE OF EQUIPMENT. Lessee shall use the Equipment solely in
the conduct of its business, in a manner and for the use contemplated by the
manufacturer thereof, and in compliance with all laws, rules and regulations of
every governmental authority having jurisdiction over the Equipment or Lessee
and with the provisions of all policies of insurance carried by Lessee pursuant
to Section 3.6 below. Lessee shall pay all costs, expenses, fees and charges
incurred in connection with the use and operation of the Equipment.

                  3.3 DELIVERY; INSTALLATION; RETURN; MAINTENANCE AND REPAIR;
INSPECTION. Lessee shall be solely responsible, at its own expense, for (a) the
delivery of the Equipment to Lessee, (b) the packing, rigging and delivery of
the Equipment back to Lessor, upon expiration or termination of the Lease Term,
in good repair, condition and working order, ordinary wear and tear excepted, at
the location(s) within the continental United States specified by Lessor, and
(c) the installation, de-installation, maintenance and repair of the Equipment.
During the Lease Term, Lessee shall ensure that the Equipment is covered by a
maintenance agreement, to the extent available, with the manufacturer of the
Equipment or such other party, reasonably acceptable to Lessor. Lessee shall, at
its expense, keep the Equipment in good repair, condition and working order,
ordinary wear and tear excepted, and, at the expiration or termination of the
Lease Term, or any renewal term, with respect to any of the Equipment, have such
Equipment inspected and certified acceptable for maintenance service by the
manufacturer. In the event any of the Equipment, upon its return to Lessor, is
not in good repair, condition and working order, ordinary wear and tear
excepted, Lessee shall be obligated to pay Lessor for the out-of-pocket expenses
Lessor incurs in bringing such Equipment up to such status, but not in excess of
the Casualty Value (as defined in the applicable Lease) for such Equipment,
promptly after its receipt of an invoice for such expenses. Lessor shall be
entitled to inspect the Equipment at Lessee's location at reasonable times.

                  3.4 TAXES. Lessee shall be obligated to pay, and hereby
indemnifies Lessor and its successor and assigns against, and holds each of them
harmless from, all license fees, assessments, and sales, use, property, excise
and other taxes and charges, other than those measured by Lessor's net income,
now and hereafter imposed by any governmental body or agency upon or
with respect to any of the Equipment, or the possession, ownership, use or
operation thereof, or any Lease or the consummation of the transactions
contemplated in any Lease or this Agreement. Notwithstanding the foregoing,
Lessor shall file all required personal property tax returns, and shall


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pay all personal property taxes payable, with respect to the Equipment, Lessee
shall pay to Lessor, as additional Rent, the amount of all such personal
property taxes within fifteen (15) days of its receipt of an invoice for such
taxes.

                  3.5 LOSS OF EQUIPMENT. Lessee shall bear the entire risk of
the Equipment being lost, destroyed or otherwise permanently unfit or
unavailable for use from any cause whatsoever (an "EVENT OF LOSS") after it has
been delivered to common carrier for shipment to Lessee. If an Event of Loss
shall occur with respect to any item of Equipment, Lessee shall promptly notify
Lessor thereof in writing. On the rental payment date following Lessor's receipt
of such notice, Lessee shall pay to Lessor an amount equal to the rental payment
or payments due and payable with respect to such item of Equipment on or prior
to such date, plus a sum equal to the Casualty Value of such item of Equipment
as of the date of such payment as set forth in such Lease. Upon the making of
such payment by Lessee regarding any item of Equipment, the Rent for such item
of Equipment shall cease to accrue, the term of this Lease as to such item of
Equipment shall terminate and (except in the case of loss, theft or complete
destruction) Lessor shall be entitled to recover possession of such item of
Equipment in accordance with the provisions of Section 3.3 above. Provided that
Lessor has received the Casualty Value of any item of Equipment, Lessee shall be
entitled to the proceeds of any recovery in respect of such item of Equipment
from insurance or otherwise.

                  3.6 INSURANCE. Lessee shall obtain and maintain for the Lease
Term at its own expense, property damage and liability insurance and insurance
against loss or damage to the Equipment (including so-called extended coverage),
as a result of theft and such other risks of loss as axe normally maintained on
equipment of the type leased hereunder by company's carrying on the business in
which Lessee is engaged, in such amounts, in such form and with such insurers
as shall be satisfactory to Lessor. Each insurance policy will name Lessee as
insured and Lessor as an additional insured and loss payee thereof as Lessor's
interests may appear and shall provide that it may not be canceled or altered
without at least thirty (30) days prior written notice thereof being given to
Lessor or its successor and assigns.

                  3.7 INDEMNITY. Except with respect to the gross negligence or
willful misconduct of Lessor, Lessee hereby indemnifies, protects, defends and
holds harmless Lessor and its successors and assigns, from and against any and
all claims, liabilities (including negligence, tort and strict liabilities),
demands, actions, suits, and proceedings, losses, costs, expenses and damages,
including without limitation, reasonable attorneys' fees and costs
(collectively, "CLAIMS"), arising out of, connected with, or resulting from this
Agreement, any Lease or any of the Equipment, including, without limitation, the
manufacture, selection, purchase, delivery, possession, condition, use,
operation, or return of the Equipment. Each of the parties shall give the other
prompt written notice of any Claim of which it becomes aware. The provisions of
this Section 3.7 shall survive the expiration or termination of this Agreement
or any Lease.

                  3.8 PROHIBITIONS RELATED TO LEASE AND EQUIPMENT. Without the
prior written consent of Lessor, which consent as it pertains to subsections (b)
and (d) below shall not be unreasonably withheld, Lessee shall not: (a) assign,
transfer, pledge, encumber, hypothecate or



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otherwise dispose of this Lease or any rights or obligations thereunder; (b)
sublease any of the Equipment; (c) create or incur, or permit to exist, any lien
or encumbrance with respect to any of the Equipment, or any part thereof; (d)
move any of the Equipment from the location at which it is first installed; or
(e) permit any of the Equipment to be moved outside the continental limits of
the United States.

                  3.9 IDENTIFICATION. Lessee shall place and maintain permanent
markings provided by Lessor on the Equipment evidencing ownership, security and
other interests therein, as specified from time to time by Lessor.

                  3.10 ALTERATIONS AND MODIFICATIONS. Lessee shall not make any
additions, attachments, alterations or improvements to the Equipment without the
prior written consent of Lessor. Any addition, attachment, alteration or
improvement to any item of Equipment shall belong to and become the property of
Lessor unless, at the request of Lessor, it is removed prior to the return of
such item of equipment by Lessee. Lessee shall be responsible for all costs
relating to such removal and shall restore such item of Equipment to its
operating condition that existed at the time it became subject to the applicable
Lease.

                  3.11 EQUIPMENT TO BE PERSONAL PROPERTY. Lessee acknowledges
and represents that the Equipment shall be and remain personal property,
notwithstanding the manner in which it may be attached or affixed to realty, and
Lessee shall do all acts and enter into all agreements necessary to ensure that
the Equipment remains personal property.

                  3.12 FINANCIAL STATEMENTS. Lessee shall promptly furnish to
Lessor such financial or other statements respecting the condition and
operations of Lessee, and information respecting the Equipment, as Lessor may
from time to time reasonably request.

                  3.13 LESSEE REPRESENTATIONS. Lessee hereby represents that,
with respect to this Agreement and each Lease: (a) the execution, delivery and
performance thereof by Lessee have been duly authorized by all necessary
corporate action; and (b) the individual executing such document is duly
authorized to do so; (c) such document constitutes a legal, valid and binding
obligations of Lessee, enforceable in accordance with its terms.

        IV.       DEFAULT AND REMEDIES

                  4.1 EVENTS OF DEFAULT. The occurrence of any of the following
shall constitute an "Event of Default" hereunder: (a) Lessee shall fail to pay
any Rent or other payment due hereunder within five (5) days after it becomes
due and payable; (b) any representation or warranty of Lessee made in this
Agreement, any Lease, or in any document furnished pursuant to the provisions of
this Agreement or otherwise, shall prove to have been false or misleading in any
material respect as of the date when it was made; (c) Lessee shall fail to
perform any covenant, condition or agreement made by it under any Lease, and
such failure shall continue for twenty (20) days after its receipt of notice
thereof; (d) bankruptcy, receivership, insolvency, reorganization,



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dissolution, liquidation or other similar proceedings shall be instituted by or
against Lessee or all or any part of its property under the Federal Bankruptcy
Code or other law of the United States or of any other competent jurisdiction,
and, if such proceeding is brought against Lessee, it shall consent thereto or
shall fail to cause the same to be discharged within thirty (30) days after it
is filed; (e) Lessee shall default under any agreement with respect to the
purchase or installation of any of the Equipment; or (f)Lessee or any guarantor
of Lessee's obligations under any Lease shall default under any other agreement
with Lessor or Cisco Systems, Inc.

                  4.2 REMEDIES. If an Event of Default hereunder shall occur and
be continuing, Lessor may exercise any one or more of the following remedies:
(a) terminate any or all of the Leases and Lessee's rights thereunder; (b)
proceed, by appropriate court action or actions, to enforce performance by
Lessee of the applicable covenants of any or all of the Leases or to recover
damages for the breach thereof; (c) recover from Lessee an amount equal to the
sum of (i) all accrued and unpaid Rent and other amounts due under any or all of
the Leases (ii) as liquidated damages for loss of a bargain and not as a
penalty, the present value of (A) the balance of all Rent and other amounts
under any or all of the Leases discounted at a rate of five percent (5%) per
annum, and (B) Lessor's estimated fair market value of the Equipment at the
expiration of the Original Term (d) personally, or by its agents, take immediate
possession of any or all of the Equipment from Lessee and, for such purpose,
enter upon Lessee's premises where any of the Equipment is located with or
without notice or process of law and free from all claims by Lessee; and (e)
require the Lessee to assemble the Equipment and deliver the Equipment to Lessor
at a location which is reasonably convenient to Lessor and Lessee; The exercise
of any of the foregoing remedies by Lessor shall not constitute a termination of
any Lease or this Agreement unless Lessor so notifies Lessee in writing.

                  4.3 DISPOSITION OF EQUIPMENT. In the event, upon the
occurrence of an Event of Default, Lessor repossesses any of the Equipment,
Lessor may sell or lease any or all of such Equipment, at one or more public or
private sales. The proceeds of (i) any rental of the Equipment for the balance
of the Original Term (discounted to present value at the rate of five percent
(5%) per annum) or (ii) any sale of the Equipment shall be applied to the
payment of (A) all costs and expenses (including, without limitation, reasonable
attorneys' fees) incurred by Lessor in retaking possession of, and removing,
storing, repairing, refurbishing and selling or leasing such Equipment and (B)
the obligations of Lessee to Lessor pursuant to this Agreement. Lessee shall
remain liable to Lessor for any deficiency.

                  4.4 THIRD PARTY CURE RIGHTS. The person(s) or entities
identified on Schedule 4.4 attached hereto (the "Cable Companies"), will have
the following "cure rights" as third party beneficiaries under this Agreement.
If Lessee is in default under Section 4.1 of this Agreement, Lessor will give
Lessee written notice prior to taking possession or control of the Equipment. If
Lessee does not cure the default within 3 business days after the date of
written notice, Lessor will give each of the Cable Companies ninety (90) days
advance written notice prior to taking possession or control of the Equipment or
requiring Lessee to assemble and deliver Equipment to Lessor. Within ninety (90)
days of the date of Lessor's notice to the Cable Companies, respectively, each
Cable Company may cure Lessee's default with respect to the Equipment, in which
event Lessor will



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not take possession or control of the same or require Lessee to assemble and
deliver the same to Lessor so long as no new Event of Default has occurred and
is continuing.

                  4.5 DEFAULT RESERVE. Lessee shall deliver to Lessor a
non-refundable default reserve (the "Default Reserve") in an amount equal to
three monthly Rent payments due under each Lease on or before the effective date
of each such Lease. Notwithstanding any provision to the contrary contained in
Section 4.4 above, Lessor may, without notice to or demand upon Lessee, apply
any amounts on deposit in the Default Reserve to satisfy any monetary Event of
Default existing under this Agreement or any Lease. Following any such
application of amounts in the Default Reserve by Lessor, Lessee shall, within
five (5) days after written notice from Lessor, deliver to Lessor funds
sufficient to restore the funds on deposit in the Default Reserve to the amount
of the original deposit. Failure to deliver such funds to Lessor shall
constitute an Event of Default under this Agreement and the applicable Lease
and, subject to the terms of Section 4.4 above, Lessor shall thereafter have the
right to exercise any and all rights and remedies available to Lessor under this
Agreement or the applicable Lease. Lessor may apply the amounts on deposit in
the Default Reserve to Lessee's rent payment obligations for the final three
months of the Lease Term.

         V.       MISCELLANEOUS

                  5.1 PERFORMANCE OF LESSEE'S OBLIGATIONS. Upon Lessee's failure
to pay Rent (or any other sum due hereunder) or perform any obligation hereunder
when due, Lessor shall have the right, but shall not be obligated, to pay such
sum or perform such obligation, whereupon such sum or cost of such performance
shall immediately become due and payable hereunder as additional Rent, with
interest thereon at the highest legal rate from the date such payment or
performance was made.

                  5.2 QUIET ENJOYMENT. So long as no Event of Default shall have
occurred and be continuing, neither Lessor nor its assignee shall interfere with
Lessee's right of quiet enjoyment and use of the Equipment.

                  5.3 FURTHER ASSURANCES. Lessee shall, upon the request of
Lessor, from time to time, execute and deliver such further documents and do
such further acts as Lessor may reasonably request in order fully to effect the
purpose of any release and Lessor's rights thereunder. Lessor is authorized to
file a financing statement, signed only by Lessor in accordance with the Uniform
Commercial Code or signed by Lessor as Lessee's attorney in fact, with respect
to any of the Equipment.

                  5.4 RIGHT AND REMEDIES. Each and every right and remedy
granted to Lessor under any Lease shall be cumulative and in addition to any
other right or remedy therein specifically granted or now or hereafter existing
in equity, at law, by virtue of statute or otherwise, and may be exercised by
Lessor from time to time concurrently or independently and as often and in such
order as Lessor may deem expedient. Any failure or delay on the part of Lessor
in exercising any such right or remedy, or abandonment or discontinuance of
steps to enforce the same, shall not operate



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as a waiver thereof or affect Lessor's right thereafter to exercising the same.
Waiver of any right or remedy on one occasion shall not be deemed to be a waiver
of any other right or remedy or of the same right or remedy on any other
occasion.

                  5.5 NOTICES. Any notice, request, demand, consent, approval or
other communication provided for or permitted hereunder shall be in writing and
shall be conclusively deemed to have been received by a party hereto on the day
it is delivered to such party at its address set forth above (or at such other
addresses such party shall specify to the other party in writing), or if sent by
registered or certified mail, return receipt requested, on the fifth day after
the day on which it is mailed, postage prepaid, addressed to such party.

                  5.6 SECTION HEADINGS; COUNTERPARTS. Section headings are
inserted for convenience of reference only and shall not affect any construction
or interpretation of this Agreement. This Agreement and each Lease may be
executed in counterparts, and when so executed each counterpart shall be deemed
to be an original, and such counterparts together shall constitute one and the
same instrument.

                  5.7 ENTIRE LEASE. This Agreement and each Lease constitute the
entire agreement between Lessor and Lessee with respect to the lease of the
Equipment. No amendment of, or any consent with respect to, any provision of
this Agreement or any Lease shall bind either party unless set forth in a
writing, specifying such waiver, consent, or amendment, signed by both parties.
TO THE EXTENT PERMITTED BY APPLICABLE LAW AND NOT OTHERWISE SPECIFICALLY
PROVIDED TO LESSEE IN THIS AGREEMENT, LESSEE HEREBY WAIVES ANY AND ALL RIGHTS OR
REMEDIES CONFERRED UPON A LESSEE UNDER THE CALIFORNIA COMMERCIAL CODE, AND ANY
OTHER APPLICABLE SIMILAR CODE OR STATUTES OF ANOTHER JURISDICTION, WITH RESPECT
TO ,6 DEFAULT BY LESSOR UNDER THIS AGREEMENT OR ANY LEASE.

                  5.8 SEVERABILITY. Should any provision of this Agreement or
any Lease be or become invalid, illegal, or unenforceable under applicable law,
the other provisions of this Agreement and such Lease shall not be affected and
shall remain in full force and effect.

                  5.9 ATTORNEYS' FEES. Should either party institute any action
or proceeding to enforce this Agreement or any Lease, the prevailing party shall
be entitled to receive from the other party all reasonable out-of-pocket costs
and expenses, including, without limitation, attorneys' fees.

                  5.10 GOVERNING LAW AND JURISDICTION.  THIS LEASE SHALL BE
GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF CALIFORNIA
WITH RESPECT TO AGREEMENTS ENTERED INTO, AND TO BE PERFORMED, ENTIRELY IN
CALIFORNIA. LESSOR AND LESSEE WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY
LITIGATION ARISING FROM THIS AGREEMENT OR ANY LEASE. LESSEE CONSENTS TO THE
NON-EXCLUSIVE JURISDICTION OF THE STATE



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COURTS OF CALIFORNIA, AND THE FEDERAL COURTS SITTING IN THE STATE OF CALIFORNIA,
FOR THE RESOLUTION OF ANY DISPUTES HEREUNDER.

                  5.11 SURVIVAL. All obligations of Lessee to make payments to
Lessor under any Lease or to indemnify Lessor, pursuant to Section 3.4 or 3.7
above, with respect to a Lease, and all rights of Lessor hereunder with respect
to a Lease, shall survive the termination of such Lease.

LESSEE, BY THE SIGNATURE BELOW OF ITS AUTHORIZED REPRESENTATIVE, ACKNOWLEDGES
THAT IT HAS READ THIS LEASE, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS
AND CONDITIONS.

LESSOR:                                         LESSEE:

CICSO SYSTEMS CAPITAL                           HIGH SPEED ACCESS CORP.

CORPORATION

By: /s/ Cisco Systems Capital Corporation       By: /s/ High Speed Access Corp.
    -------------------------------------           ----------------------------
      (Authorized Signature)                          (Authorized Signature)

-----------------------------------------       --------------------------------
      (Name/Title)                                    (Legal Name/Title)

-----------------------------------------       --------------------------------
      (Date)                                          (Date)


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                                  SCHEDULE 4.4
                     to Master Agreement to Lease Equipment

                             List of Cable Companies

Charter Communications

Vulcan Ventures

Marcus Cable, Inc.







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