<PAGE>   1
                                                                    EXHIBIT 10.2

THIS WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
EXERCISE HEREOF HAVE BEEN ACQUIRED IN A TRANSACTION NOT INVOLVING ANY PUBLIC
OFFERING AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"), OR THE LAWS OF ANY STATE. NEITHER THIS WARRANT NOR
SUCH SECURITIES MAY BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
OR AN EXEMPTION THEREFROM UNDER SUCH ACT, THE LAWS OF ANY APPLICABLE STATE, THE
PROVISIONS OF THIS WARRANT, OR THE RECEIPT BY THE ISSUER OF AN OPINION OF
COUNSEL, WHICH SHALL BE REASONABLY SATISFACTORY TO THE ISSUER, TO THE EFFECT
THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND SUCH STATE
SECURITIES LAWS.

                                  JULY 22, 1999

                           SECURITIES PURCHASE WARRANT
                   TO SUBSCRIBE FOR AND PURCHASE COMMON STOCK
                                       OF
                             HIGH SPEED ACCESS CORP.
        VOID IF NOT EXERCISED DURING THE EXERCISE PERIOD DESCRIBED HEREIN

WARRANT NO. __________

         1. Grant of Warrant; Conditional Exercise. THIS CERTIFIES that, for
value received, SERVICECO LLC, a Delaware limited liability company ("Road
Runner"), or its permitted assigns (the "Holder"), is entitled, subject to the
terms and conditions hereinafter set forth, to earn on or prior to June 30, 2004
(the "Calculation Date"), the right to subscribe for and purchase from High
Speed Access Corp., a Delaware corporation (the "Company" or "HSAC"), at any
time during the Exercise Period, a number of fully paid, nonassessable shares of
the Company's Common Stock, $0.01 par value, equal to the "Earned Shares," (as
defined below), but not more than Five Million (5,000,000) shares, (: the
"Maximum Number of Earned Shares") at a price equal to the Exercise Price. This
Securities Purchase Warrant ("Warrant") is issued pursuant to the terms and
conditions of, and is qualified by and subject to, Section 9 of the Master
Agreement of even date herewith between Road Runner and HSAC (the "Agreement")
to which this Warrant is attached. This Warrant may not be exercised unless
accompanied by a signed Subscription Form in the form attached hereto as Exhibit
D-1.

         2. Definitions. Unless otherwise defined herein, as used in this
Securities Purchase Warrant, the following terms shall have the meanings
ascribed to them as follows:

                  (a) "Affiliate" means, with respect to the Holder, any entity
or person controlled, directly or indirectly, by Road Runner. As used in the
foregoing sentence, "controlled" means (i) with respect to any entity, the
ability to exercise voting power with respect to at least 50% of the outstanding
voting securities of such entity.

                  (b) "Cable System" shall have the meaning given it in Section
1.2 of the Agreement to which this Warrant is attached.


<PAGE>   2




                  (c) "Common Stock" means the shares of common stock of $.01
par value that the Company is authorized to issue in accordance with its Amended
Certificate of Incorporation, and all securities into which such Common Stock is
exchanged or converted.

                  (d) "Company" means High Speed Access Corp., a Delaware
corporation, or such successor company as may result from any merger or other
business combination or reorganization of High Speed Access Corp.

                  (e) "Designated System" shall have the meaning given it in
Section 2.4 of the Agreement.

                  (f) "Earned Shares" means the number of shares of Common Stock
that this Warrant entitles the Holder to subscribe for and receive upon the
Holder's exercise of this Warrant in accordance with Section 3 but in no event
greater than the Maximum Number of Earned Shares.

                  (g) "Exercise Period" means, with respect to any Earned Share,
subject to and limited by the requirements of the vesting of such Earned Shares
set forth in Section 3(a) and any extension or extensions of the period pursuant
to Section 7(c), the period beginning on the date of this Warrant and ending on
May 3 1, 2005.

                  (h) "Exercise Price" means the price per Earned Share of
$5.00, subject to adjustment as provided in Section 6 hereof.

                  (i) "Holder" means SERVICECO LLC, a Delaware limited liability
company, or any other Person to whom this Warrant is transferred in accordance
with Section 5 hereof.

                  (j) "Homes Passed" shall have the meaning given it in
Section 1.9 of the Agreement.

                  (k) "Office" means the Company's office at 1000 W. Ormsby Ave,
Suite 210, Louisville, KY 40210, or such other office as the Company may
designate by written notice to the Holder.

                  (1) "Person" means any person, firm, Company, or other entity.

                  (m) "Receipt" means a written receipt, deliverable by the
Company to the Holder pursuant to Section 4, (a) acknowledging the Company's
receipt of the Exercise Price and the Holder's timely and proper exercise of
this Warrant, and (b) obligating the Company to issue a Stock Certificate to the
Holder within 30 working days after this Warrant's surrender to the Company.

                  (n)      [Left Intentionally Blank]


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<PAGE>   3


                  (o) "Secretary" means John G. Hundley or his duly elected and
qualified successor as the Company's Secretary, or any duly elected and
qualified Assistant Secretary of the Company.

                  (p) "Securities Laws" means the Securities Act of 1933, as
amended, or the securities laws of any state, or any similar successor federal
or state statutes and rules and regulations thereunder, all as the same shall be
in effect from time to time.

                  (q) "Stock Certificate" means an appropriate certificate
issued in the Holder's name representing the Subscribed Shares.

                  (r) "Subscribed Shares" means, collectively, the number of
whole Earned Shares that the Holder designates on the Subscription Form as
Earned Shares that the Holder wishes to purchase upon this Warrant's surrender
to the Company, which shall not exceed 5,OOO,OOO shares of Common Stock
(adjusted, if appropriate, pursuant to Sections 6).

                  (s) "Subscription Form" means the subscription form attached
as Exhibit D-1 to this Warrant.

                  (t) "Warrant" means this Securities Purchase Warrant.

                  (u) "Warrant Period" means the period beginning on the date
hereof and ending on the last date of the Exercise Period.

         3.       Exercise of Warrant.

                  (a) Subject to the vesting requirements set forth below, this
Warrant entitles the Holder to subscribe, from time-to-time and upon the terms
and conditions set forth in this Warrant but in no event later than the
Effective Date, and purchase during the Exercise Period, Subscribed Shares in
any amount equal to the number of Homes Passed (not to exceed 5,000,000) in the
Designated Systems, on a one (1) Earned Share per each Home Passed basis, as the
case may be), in accordance with Section 9 of the Agreement; provided that as to
each Designated System, twenty percent (20%) of the Subscribed Shares associated
with such Designated System shall vest (: be eligible for exercise) as of the
date HSAC and Road Runner execute a Subcontract Agreement for such Designated
System, and an additional twenty percent (20%) of the Subscribed Shares
associated with such Designated System shall vest on the first, second, third
and fourth anniversary dates of the date of execution of such Subcontract
Agreement; and provided further, that vesting with respect to Earned Shares
attributed to such Designated System will cease and any unvested Earned Shares
will be deemed forfeit if such Subcontract Agreement is terminated or lapses
prior to a full sixty (60) month term.

                  (b) To exercise this Warrant an authorized officer of Holder
shall, during the Exercise Period, on the day the Holder wishes to exercise this
Warrant (the "Exercise Date"):


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<PAGE>   4


                           (1) Complete and certify the Subscription Form by
         designating the number of Subscribed Shares to which the Holder (or
         such permitted transferee) is entitled to exercise and wishes to
         exercise pursuant to such Subscription Form and Section 1 hereof (which
         may be less than or equal to the Maximum Number of Earned Shares);

                           (2) Surrender this Warrant to the Secretary at the
         Company's Office, and

                           (3) Upon the surrender of this Warrant to the
         Secretary, deliver to the Secretary at the Company's Office a certified
         or cashier's check payable to the Company's order in an amount equal to
         (i) the number of Subscribed Shares, times (ii) the Exercise Price.

The Holder may at its option, in lieu of tendering a certified or cashier's
check as provided in subparagraph (3) above, exercise this Warrant by
submitting, during normal business hours, a duly executed exercise notice marked
to reflect "Net Issue Exercise," and specifying the number of shares of Earned
Shares to be exercised. Upon a Net Issue Exercise, Holder shall be entitled to
receive Earned Shares equal to the value of this Warrant (or the portion thereof
being exercised by Net Issue Exercise) by surrender of this Warrant to the
Company together with notice of such election, in which event the Company shall
issue to Holder a number of shares of the Company's Common Stock computed as of
the date of surrender of this Warrant to the Company using the following
formula:

                  X = Y x (A-B)
                      ---------
                           A

                     Where X = the number of Earned Shares to be issued to
                           Holder;
                           Y = the number of Earned Shares purchasable under
                           this Warrant (at the date of such calculation).
                           A = the Current Market Price of one share of the
                           Company's Common Stock (at the date of such
                           calculation);
                           B = the Exercise Price (as adjusted to the date of
                           such calculation).

As used above, "Current Market Price" means, if the Company's Common Stock is
traded on a national securities exchange, the NASDAQ National Market System or
the over-the-counter market, the average of the last reported price over the
five (5) trading days immediately preceding the date of valuation at which the
Common Stock has traded on such national securities exchange, the NASDAQ
National Market System or the average of the bid and asked prices on the
over-the-counter market on the date of valuation.

                  (c) Notwithstanding any delay in the actual issuance of a
Stock Certificate or Receipt pursuant to Section 4 hereof, the Earned Shares
shall be deemed issued for all purposes as of the opening of business on the
Exercise Date, and the Holder shall for all purposes be deemed to be the holder
of record of the Subscribed Shares to which the Receipt or the Stock Certificate
pertains.



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<PAGE>   5


         4. Issuance of Certificate for Subscribed Shares. Upon the Holder's
exercise of this Warrant in accordance with Section 3, the Company shall deliver
to the Holder:

                  (a) If the Subscribed Shares constitutes the Maximum Number of
Earned Shares (and as the Company chooses), either (1) a Stock Certificate, or
(2) a Receipt.

                  (b) If the Subscribed Shares constitutes less than the Maximum
Number of Earned Shares (and as the Company chooses), either

                           (1) (i) a Stock Certificate, together with (ii) a new
         Securities Purchase Warrant, containing the same terms and conditions
         as this Warrant, evidencing the Holder's continued right to subscribe
         (during the Exercise Period) for the remainder of the Maximum Number of
         Earned Shares; or

                           (2) (i) a Receipt, together with (ii) a new
         Securities Purchase Warrant, containing the same terms and conditions
         as this Warrant, evidencing the Holder's continued right to subscribe
         (during the Exercise Period) for the remainder of the Maximum Number of
         Earned Shares.

         5.       Transfer of Warrant.

                  (a) This Warrant shall be registered on the books of the
Company, which shall be kept at its Office for that purpose, and shall be
transferable in whole or in part but only on such books, by the Holder (or
Holder's duly authorized representative) in person or by duly authorized
attorney substantially in the form of Exhibit D-2 hereof, and only in compliance
with paragraph (b) below. The Company may issue appropriate stop orders to its
Secretary or transfer agent to prevent a transfer in violation of this Section 5
and Section 7.

                  (b) The Holder may transfer this Warrant during the Warrant
Period by completing and signing the transfer form (the "Transfer Form") in the
form of transfer form attached as Exhibit D-2 to this Warrant; provided,
however, that without the prior written consent of the Company, this Warrant and
all rights hereunder may be transferred only (i) to an Affiliate, or (ii) in
accordance with the requirements of Section 7 hereof and pursuant to the
registration of this Warrant or the Earned Shares under the Securities Laws
(except as otherwise limited by any applicable shareholders buy-sell,
registration rights, or voting agreements binding upon the Holder) or subsequent
to any applicable holding period an exemption under Rule 144 or other exemption
from such registration. If at least fifteen (15) working days before the end of
the Warrant Period the Holder completes and signs the Transfer Form and
surrenders this Warrant to the Secretary at the Company's Office, the Company
shall, within ten ( 10) working days after this Warrant's surrender, issue to
the transferee or transferees identified on the completed Transfer Form one or
more new Securities Purchase Warrants (containing the same terms and conditions
as this Warrant) evidencing the transferee's or transferees' right or rights to
subscribe (during the Exercise Period) for all or part of the Earned Shares.


                                       5
<PAGE>   6


                  (c) The Company shall pay all expenses, taxes (other than
stock transfer taxes, if any) and other charges payable in connection with the
preparation, issues and delivery of this Warrant and any Earned Shares.

         6. Adjustments. The Exercise Price and the number of Earned Shares
purchasable hereunder are subject to adjustment from and after the Effective
Date as follows:

                  (a) Merger/Consolidation/Reorganization. etc. If the Company,
at any time while this Warrant, or any portion thereof, remains outstanding and
unexpired, merges or consolidates with or into any other corporation, entity or
person, or any other corporate reorganization, in which the Company shall not be
the continuing or surviving entity of such consolidation, merger or
reorganization, or any transaction in which in excess of 50% of the Company's
voting power is transferred to persons or entities not stockholders immediately
prior to the consummation of such transaction, or any sale of all or
substantially all of the assets of the Company, or by reclassification of
securities or otherwise, shall change any of the securities as to which purchase
rights under this Warrant exist into the same or a different number of
securities of any other class or classes (any such transaction being hereinafter
referred to as a "Reorganization"), then, in each case, on exercise hereof at
any time after the consummation or effective date of such Reorganization, Holder
shall receive, in lieu of the Common Stock issuable on such exercise prior to
the date of such Reorganization, the stock and other securities and property
(including cash) to which such holder would have been entitled upon the date of
such Reorganization if such holder had exercised this Warrant immediately prior
thereto, all subject to further adjustment as provided in this Section 6. The
provisions of this section shall apply to successive Reorganizations.

                  (b) Split, Subdivision or Combination of Shares. If the
Company, at any time while this Warrant, or any portion thereof, remains
outstanding and unexpired, shall split, subdivide or combine the securities as
to which purchase rights under this Warrant exist, into a different number of
securities of the same class, then (i) in the case of a split or subdivision,
the Exercise Price for such securities shall be proportionately decreased and
the securities issuable upon exercise of this Warrant shall be proportionately
increased, and (ii) in the case of a combination, the Exercise Price for such
securities shall be proportionately increased and the securities issuable upon
exercise of this Warrant shall be proportionately decreased.

                  (c) Adjustments for Dividends in Stock or Other Securities or
Property. If while this Warrant, or any portion hereof, remains outstanding and
unexpired the holders of the securities as to which purchase rights under this
Warrant exist at the time shall have received, or, on or after the record date
fixed for the determination of eligible stockholders, shall have become entitled
to receive, without payment therefor, other or additional stock or other
securities or property (other than cash) of the Company by way of dividend, then
and in each case, this Warrant shall represent the right to acquire, in addition
to the number of shares of the security receivable upon exercise of this
Warrant, and without payment of any additional consideration therefor, the
amount of such other or additional stock or other securities or property (other
than cash) of the Company that such holder would hold on the date of such
exercise had it been the holder of record of the security receivable


                                       6
<PAGE>   7


upon exercise of this Warrant on the date hereof and had thereafter, during the
period from the date hereof to and including the date of such exercise, retained
such shares and/or all other additional stock available by it as aforesaid
during such period, giving effect to all adjustments called for during such
period by the provisions of this Section 6.

                  (d) Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment pursuant to this Section 6, the Company at its
expense shall promptly compute such adjustment or readjustment in accordance
with the terms hereof and furnish to each Holder of this Warrant a certificate
setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based. The Company shall, upon the
written request, at any time, of any such Holder, furnish or cause to be
furnished to such Holder a like certificate setting forth: (i) such adjustments
and readjustments; (ii) the Exercise Price at the time in effect; and (iii) the
number of shares and the amount, if any, of other property that at the time
would be received upon the exercise of the Warrant.

                  (e) No Impairment. The Company will not, by any voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
to be observed or performed hereunder by the Company, but will at all times in
good faith assist in the carrying out of all the provisions of this Section 6
and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the Holders of this Warrant against impairment.

                  (f) Fractional Shares. No fractional shares or scrip
representing fractional Common Shares shall be issued upon the exercise hereof.
Upon exercise by any Holder, such Holder shall be entitled to receive the
aggregate full number of Common Shares in which all the Earned Shares being
subscribed for by such Holder may exercise and in lieu of any fractional share
to which such Holder would otherwise be entitled, an amount equal to such
fractional share multiplied by the then fair market value (as hereafter defined)
of Common Shares shall be paid by the Company in cash to such holder.

                  (g) Validity of Shares. All Common Shares which may be issued
upon exercise of this Warrant will, upon issuance, be legally and validly
issued, fully paid and non-assessable and free from all taxes, liens and charges
with respect to the issue thereof.

                  (h) Fair Market Value. For the purposes of this Section 6, if
the Company's Common Shares shall be regularly traded in any market, its "fair
market value" shall be based on (i) if the Common Shares are listed on a
national stock exchange, the closing price on the principal stock exchange where
the Common Shares are listed and traded, or if there is no trading on a given
day, the mean between the closing bid and asked prices on such day on said
exchange, or (ii) if the Common Shares are not so listed, the mean between the
closing bid and asked prices on the over-the-counter market as furnished by a
national quotation service or the principal broker making a market; and in each
case the daily values so obtained shall be averaged over a period of ten (10)
consecutive trading days immediately prior to the date of the determination and
the average so obtained shall be deemed to be the "fair market value" of the
Common Shares hereunder. If the


                                       7
<PAGE>   8


Common Shares are not regularly traded in any market, its "fair market value"
may be currently determined by the Board of Directors of the Company for the
purpose of any transaction hereunder, and such determination shall be final and
binding upon the Holders if it is made in good faith and with due care.

         7. Representations and Warranties. The Company hereby represents and
warrants to the Holder as follows (which representations and warranties shall
survive the execution and delivery of this Warrant and the Common Stock issued
pursuant hereto):

                  (a) The Company has filed and made available to Holders all
forms, reports, statements and other documents f led or required to be filed
with the Securities and Exchange Commission (the "SEC") since March 13, 1999,
including, without limitation, (i) the Company's Registration Statement on Form
S-1, (ii) all proxy statements relating to meetings of stockholders (whether
annual or special), (iii) all Reports on Form 8-K, (iv) all other reports or
registration statements and (vi) all amendments and supplements to all such
reports and registration statements (collectively, the "Company SEC Reports').
The Company SEC Reports (i) were at the time they were filed compliant in all
material respects with the requirements of the 1933 Act and the Securities
Exchange Act of 1934 (the "Exchange Act") and the rules and regulations of the
SEC thereunder applicable to such Company SEC Reports, and (ii) did not at the
time they were filed contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading.

                  (b) Each of the financial statements (including, in each case,
any notes thereto) contained in the Company SEC Reports has been prepared in
accordance with the published rules and regulations of the SEC and generally
accepted accounting principles ("GAAP") applied on a consistent basis throughout
the periods indicated and each fairly presents, in all material respects, the
financial position, results of the respective periods indicated in the notes
hereto) and each fairly presents or will present fairly, in all material
respects, the financial position, results of the respective periods indicated
therein, except, with respect to Company SEC Reports filed prior to the date
hereof, as otherwise indicated in the notes thereto (subject, in the case of
unaudited statements, to normal and recurring year-end adjustments.

                  (c) If the Company shall have filed a registration statement
pursuant to the requirements of Section 12 of the Exchange Act or a registration
statement pursuant to the requirements of the 1938 Act, the Company will file
the reports required to be filed by it under the Exchange Act (or, if the
Company is not required to file such reports, will, upon the request of any
Holder, or holder of Subscribed Shares, makes publicly available other
information) and will take such further action as any Holder, or holder of
Subscribed Shares, may reasonably request, all to the extent required from time
to time to enable such Holder, or holder of Subscribed Shares, to sell
Subscribed Share without registration under the 1933 Act within the limitation
of the exemptions provided by (a) Rule 144 under the 1933 Act, or (b) any
similar rule or regulation hereafter adopted


                                       8
<PAGE>   9


by the SEC. Upon the request of any Holder, or holder of Subscribed Shares, a
written statement as to whether it has complied with such requirements.

                  (d) The provisions of the Section 7 shall survive the
termination or exercise of this Warrant so long as the Holder, or holder of
Subscribed Shares, of their successors or assigns, hold this Warrant or
Subscribed Shares which have not previously been sold to the public pursuant to
a registration statement under the 1933 Act or pursuant to Rule 144.

         8. Sale of Warrant or Earned Shares. Neither this Warrant nor the
Earned Shares have been registered under the Securities Act of 1933, as amended,
or under the securities laws of any state. Neither this Warrant nor the Earned
Shares may be sold, transferred, pledged, or hypothecated, in the absence of (i)
an effective registration statement for this Warrant or the Earned Shares, as
the case may be, under the Act and such registration or qualification as may be
necessary under the securities laws of any state, or (ii) an opinion of counsel
reasonably satisfactory to the Company that such registration or qualification
is not required. The Company shall cause a Certificate or Certificates
evidencing all or any part of the Earned Shares prior to any such registration
or qualification of Earned Shares to bear the following legend:

         The securities represented by this certificate have not been registered
         under the Securities Act of 1933, as amended, or the securities laws of
         any state (the "Securities Laws"). These securities may not be offered,
         sold, transferred, pledged, or hypothecated in the absence of
         registration under applicable Securities Laws, or the availability of
         an exemption therefrom. This Certificate will not be transferred on the
         books of the Company or any transfer agent acting on behalf of the
         Company except upon the receipt of an opinion of counsel, satisfactory
         to the Company, that the proposed transfer is exempt from the
         registration requirements of all applicable Securities Laws, or the
         receipt of evidence, satisfactory to the Company, that the proposed
         transfer is the subject of an effective registration statement under
         all applicable Securities Laws.

         9. Replacement of Warrant. At the request of the Holder and on
production of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of this Warrant, the Company at its expense
will issue in lieu thereof a new Warrant of like tenor.

         10. No Voting Rights. Except as otherwise provided herein, this Warrant
shall not be deemed to confer upon the Holder any right to vote or to consent to
or receive notice as a stockholder of the Company, as such, in respect of any
matters whatsoever, or any other rights or liabilities as a stockholder, prior
to the exercise hereof.

         11. Investment Representation and Covenant. The Holder (i) by its
acceptance of this Warrant covenants and understands that this Warrant is not,
and the Earned Shares issued hereunder will not be, registered under the
Securities Act, or under any state securities laws, and is being offered and
sold in reliance upon federal and state exemptions for transactions not
involving any


                                       9

<PAGE>   10


public offering, and may not be resold in the absence of registration unless
such sale is exempt from registration under the Securities Act and any
applicable state securities laws, (ii) is being acquiring solely for Holder's
own account for investment purposes, and not with a view to the distribution
thereof, (iii) is a sophisticated investor with knowledge and experience in
business and financial matters, (iv) has received certain information concerning
the Company and has had the opportunity to obtain additional information as
desired in order to evaluate the merits and the risks inherent in holding the
Warrant and Earned Shares, (v) is able to bear the economic risk and lack of
liquidity inherent in holding the Company's Warrant and Earned Shares, and is an
"accredited investor" (as defined in Regulation D promulgated under the
Securities Act ("Regulation D")) for the reasons set forth in Rule 501(a)(5) of
Regulation D.

         12. Certain Covenants. The Company covenants and agrees that:

                  (a) it will at all times reserve and set apart and have, free
from preemptive rights, a sufficient number of shares of authorized but unissued
Common Stock to provide for the issuance of the Earned Shares upon the exercise
of this Warrant;

                  (b) before taking any action that would cause an adjustment
reducing the Exercise Price below the then par value of the Earned Shares
issuable upon exercise of this Warrant, the Company will take any corporate
action that may be necessary in order that the Company may validly and legally
issue fully paid and nonassessable shares of such Common Stock at such adjusted
Exercise Price.

         13. Lock-Up Agreement. The Holder hereby agrees that it not, without
the prior written consent of the Company, offer, pledge, margin, sell, contract
to sell, grant any option for the sale of, enter into any hedging or derivatives
transaction involving, or otherwise dispose of, directly or indirectly, any of
the Earned Shares, or the Warrant, prior to December 4, 1999.

         14. Miscellaneous.

                  (a) This Warrant 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.

                  (b) This Warrant shall bind the Company, its successors and
assigns (including any Successor Company), and shall benefit and bind the
Holder, the Holder's successors and permitted assigns.

                  (c) The Section headings in this Warrant have been included
solely for ease of reference and shall not be considered in the interpretation
or construction of this Warrant. All references in this Warrant to "Sections"
shall be construed as references to numbered Sections of this Warrant.


                                       10
<PAGE>   11


                  (d) Any notice or delivery required or permitted by this
Warrant shall be deemed given or made for all purposes of this Warrant when (1)
the notice is in writing, and (2) the notice or the delivery is delivered by
hand or is mailed by registered mail, return receipt requested, addressed to the
intended recipient at (A) in the Company's case, the Company's Office, or (B) in
the Holder's case, the Holder's address as set forth in the Company's records or
at such other address as the Holder may designate by written notice to the
Company.

                  IN WITNESS WHEREOF, this Warrant has been executed as of the
_____ day of July, 1999.


HIGH SPEED ACCESS CORP.                       SERVICECO LLC

By /s/ HIGH SPEED ACCESS CORP.                By /s/ SERVICECO LLC
   ---------------------------                   ---------------------------
Name                                          Name
     -------------------------                     -------------------------
Title                                         Title
      ------------------------                      ------------------------
Date                                          Date
     -------------------------                     -------------------------


                                       11
<PAGE>   12


                                  Exhibit D- 1

                        SUBSCRIPTION FORM TO BE EXECUTED
                          UPON EXERCISE OF THE WARRANT

Date:_____________________

To HIGH SPEED ACCESS CORP.:

The undersigned, as Holder, hereby subscribes, at the price and upon the other
terms and conditions set forth on in this Securities Purchase Warrant of which
this subscription form is a part, for __________ shares of the common stock,
$.01 par value, of High Speed Access Corp.

SERVICECO LLC.

By:___________________________

Name:_________________________

Title:________________________

Address:______________________

        ______________________



                                       12
<PAGE>   13


                                   Exhibit D-2

                                  TRANSFER FORM

[To be completed and signed only upon transfer of Warrant before exercise.]

         For value received, the undersigned hereby transfers this Warrant
entitling the Holder to subscribe for _________________ shares of the common
stock with $.01 par value of High Speed Access Corp. to
_____________________________________. The undersigned represents, warrants and
covenants that it has this transfer conforms to the requirements of Section 5 of
the Warrant.

Dated ________________, ________





                                           ----------------------------------


                                       13