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                                                                   Exhibit 10.46

                      RESTRICTED STOCK PURCHASE AGREEMENT

          This Agreement is made as of September 29, 2000 by and between FIRETAP
COMMUNICATIONS INCORPORATED, a Delaware corporation (the "Company") and
Catherine Hapka, the Chief Executive Officer of RHYTHMS NETCONNECTIONS, INC., a
Delaware corporation (Catherine Hapka, the "Purchaser").

          In consideration of the covenants, representations and considerations
set forth in this Agreement, the parties to this Agreement hereby agree as
follows:

                             1. PURCHASE OF SHARES

1.1  Purchase.  The Purchaser hereby agrees to purchase from the Company, and
     the Company hereby agrees to sell and issue to the Purchaser, a number of
     Shares (the "Purchased Shares") equal to one and one-half percent (1 1/2%)
     of the total outstanding shares of Company on a fully-diluted basis as of
     the conclusion of the first round of financing for Company which ended in
     approximately April, 2000 (the "First Round"), which one and one half
     percent (1 1/2 %) shall be calculated on a post-money basis in respect of
     the First Round without regard to subsequent issuances of shares. The total
     number of shares issued under this Agreement, the Restricted Stock Purchase
     Agreement dated as of the date hereof between Rhythms Netconnections, Inc.
     ("Rhythms") and Company and the Service Agreement dated as of the date
     hereof between Rhythms and Company shall be up to 5% of the total
     outstanding shares of Company on a fully-diluted basis as of the conclusion
     of the First Round, which 5% shall be calculated on a post-money basis in
     respect of the First Round without regard to subsequent issuances of
     shares. The Purchased Shares shall be issued pursuant to Company's employee
     and director stock option plan (the "Plan") once it is adopted by Company.
     Company agrees to use commercially reasonable efforts to adopt the Plan
     within a commercially reasonable time period.

1.2  Payment.  The Purchaser shall purchase the Purchased Shares by (i) payment
     of $0.001 for each Purchased Share on the date hereof, and (ii) providing
     the continuing services of the Director, subject to the terms and
     conditions contained herein ("Purchase Price").

1.3  Issuance of Shares.  The Purchased Shares shall be issued within 30 days'
     of the adoption of the Plan.

1.4  Stockholder Rights.  Until such time as the Company actually exercises its
     Repurchase Rights (as defined herein) under this Agreement, if ever, the
     Purchaser (or any successor in interest) is entitled to all the rights of a
     stockholder with respect to the Purchased Shares, subject, however, to the
     restrictions of this Agreement and the Company's Stockholders Agreement,
     dated as of May 15, 2000, as may be amended from time to time (the
     "Stockholders Agreement").

                               2. SECURITIES LAW
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2.1  Investment Intent.  The Purchaser hereby warrants and represents that the
     Purchaser will acquire the Purchased Shares for the Purchaser's own account
     and not with a view to their resale or distribution.

2.2  Exemption from Registration.  The Purchaser acknowledges that the Purchased
     Shares will not be registered under the Securities Act of 1933, as amended
     (the "1933 Act"), and will be issued in reliance upon an exemption from
     such registration.

2.3  Restricted Securities.  The Purchaser hereby confirms that the Purchaser
     has been informed that the Purchased Shares will be restricted securities
     under the 1933 Act and may not be resold or transferred unless the
     Purchased Shares are first registered under the Federal securities laws or
     unless an exemption from such registration is available.  Accordingly, the
     Purchaser hereby acknowledges that the Purchaser is prepared to hold the
     Purchased Shares for an indefinite period and that the Purchaser is aware
     that Rule 144 of the Securities and Exchange Commission issued under the
     1933 Act is not presently available to exempt the sale of the Purchased
     Shares from the registration requirements of the 1933 Act.

2.4  Disposition of Shares.  The Purchaser hereby agrees that the Purchaser may
     not make any disposition of the Purchased Shares other than in accordance
     with the Plan, the Stockholders Agreement and all applicable securities
     laws.  The Company will not be required:

     (A)  to transfer on its books any Purchased Shares which have been sold or
          transferred in violation of the provisions of this Section 2; nor

     (B)  to treat as the owner of the Purchased Shares, or otherwise to accord
          voting or dividend rights to, any transferee to whom the Purchased
          Shares have been transferred in contravention of this Agreement.

2.5  Restrictive Legends.  In order to reflect the restrictions on disposition
     of the Purchased Shares, the stock certificates for the Purchased Shares
     will be endorsed with the following restrictive legend:

               (i)    "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
          SUBJECT, PURSUANT TO A CERTAIN STOCKHOLDERS AGREEMENT AMONG FIRETAP
          COMMUNICATIONS INCORPORATED (THE "COMPANY"), HOMESTORE.COM, INC. AND
          CERTAIN OF THE COMPANY'S STOCKHOLDERS, TO CERTAIN RIGHTS AND
          RESTRICTIONS ON TRANSFER SET FORTH IN THE STOCKHOLDERS AGREEMENT. A
          COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE
          BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST TO THE
          SECRETARY OF THE COMPANY.

               (ii)   THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
          TO THE TERMS AND CONDITIONS OF A CERTAN RESTRICTED STOCK PURCHASE
          AGREEMENT BETWEEN THE

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          COMPNY AND THE REGISTERED HOLDER HEREOF WHICH INCLUDES A RIGHT OF
          REPURCHASE. A COPY OF SUCH RESTRICTED STOCK PURCHASE AGREEMENT WILL BE
          FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON
          WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.

               (iii)  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
          ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED
          OR SOLD UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR
          UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH CASE,
          AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SHALL
          HAVE BEEN DELIVERED TO THE COMPANY TO THE EFFECT THAT SUCH OFFER OR
          SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT)."

2.6  Nature of Purchaser.  The Purchaser hereby warrants and represents that the
     Purchaser is and will be at the time of purchase an "Accredited Investor"
     as that term is defined in Rule 501(a) of Regulation D adopted by the
     Securities and Exchange Commission under the Securities Act of 1933 (17 CFR
     Sec. 230.501(a)).

                           3. TRANSFER RESTRICTIONS

3.1  Restriction on Transfer.  The Purchaser may not transfer, assign, encumber,
     or otherwise dispose of any of the Purchased Shares that are subject to the
     Company's Repurchase Right under Section 4 and pursuant to such Repurchase
     Right.

                   4. VESTING SCHEDULE AND REPURCHASE RIGHT

4.1  Vesting Schedule.  On the date of the first anniversary of the issuance of
     the Purchased Shares, 33% of the Purchased Shares shall be considered
     "Vested Shares" and the remainder shall be considered "Unvested Shares."
     On the date of the second anniversary hereof, an additional 33% of the
     Purchased Shares shall become Vested Shares.  Finally, on the date of the
     third anniversary hereof, the remaining 34% of the Purchased Shares shall
     become Vested Shares.

4.2  Repurchase Rights Based on Services of Catherine Hapka.

     (A)  If Catherine Hapka is not a member of the Company's Board of
          Directors, whether voluntarily or involuntarily (A) due to a permanent
          disability of Catherine Hapka rendering her unable to continue working
          for the Company's Board of Directors, (B) due to the Board of
          Directors or the stockholders of the Company removing her from the
          Board of Directors with Cause (as defined below), or (C) due to the
          Board of Directors or the stockholders of the Company voting not to
          elect or re-elect Catherine Hapka to the Board of Directors because
          she has engaged in any conduct which constitutes Cause for removal,
          then the Company will have the option (the "Repurchase Right"),
          exercisable within 30 days of such event by notice to the Purchaser or
          the Purchaser's legal

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          representatives, heirs, legatees, distributees, assigns or
          transferees, to repurchase from the Purchaser (unless prohibited by
          any applicable law) all of the Unvested Shares of Purchased Shares
          owned by the Purchaser at the purchase price of $0.10 per share (the
          "Repurchase Price").

     (B)  Notwithstanding anything to the contrary in this Agreement, any
          Unvested Shares of Purchased Shares shall immediately vest if the
          Board of Directors or the Company's shareholders remove or do not re-
          elect Catherine Hapka without having Cause.

          For the purposes of this Agreement, "Cause" shall mean that the
          Company, acting in good faith based upon the information then known to
          the Company, determines that Catherine Hapka has engaged in or
          committed: willful misconduct; gross negligence; theft, fraud or other
          illegal conduct; refusal or unwillingness to perform her duties;
          sexual harassment; conduct which reflects adversely upon, or making
          any remarks disparaging of, the Company, its Board, officers,
          directors, advisors or employees or its affiliates or subsidiaries;
          insubordination; any willful act that is likely to and which does in
          fact have the effect of injuring the reputation, business or a
          business relationship of the Company; violation of any fiduciary duty
          to Company; violation of any duty of loyalty to Company; and breach of
          any term of this Agreement.

                             5. GENERAL PROVISIONS

5.1  Assignment.  The Company may, at its option, assign its Repurchase Right
     under Section 4 to any person or entity selected by the Company's Board of
     Directors, including, but not limited to, one or more stockholders of the
     Company.

5.2  Notices.  Any notice required hereunder will be deemed effective upon
     personal delivery or five (5) days following deposit in the United States
     mail, registered or certified, postage prepaid and addressed to the party
     entitled to such notice at the address indicated on the shareholder records
     of the Company or at such other address as such party may designate by ten
     (10) days advance written notice under this Section 5.2 to the other party
     to this Agreement.

5.3  No Waiver.  The failure of the Company (or its assignees) in any instance
     to exercise the Repurchase Right granted under Section 4 will not
     constitute a waiver of any other repurchase rights and/or rights of first
     refusal that may subsequently arise under the provisions of this Agreement,
     the Plan or any other agreement between the Company and the Purchaser.  No
     waiver of any breach or condition of this Agreement will be deemed to be a
     waiver of any other or subsequent breach or condition, whether of like or
     different nature.

5.4  Cancellation of Shares.  If the Company (or its assignees) makes available,
     at the time and place and in the amount and form provided in this
     Agreement, the consideration for the Purchased Shares to be repurchased in
     accordance with the provisions of this Agreement, then from and after such
     time, the Purchaser will no longer have any rights as

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     a holder of such shares (other than the right to receive payment of such
     consideration in accordance with this Agreement), and such shares will be
     deemed purchased in accordance with the applicable provisions hereof and
     the Company (or its assignees) will be deemed the owner and holder of such
     shares.

                               6.  MISCELLANEOUS

6.1  Agreement is Entire Contract.  This Agreement constitutes the entire
     contract between the parties hereto with regard to the subject matter
     hereof.

6.2  Governing Law; Venue.  This Agreement will be governed by, and construed in
     accordance with, the laws of the State of California as such laws are
     applied to agreements among California residents entered into and performed
     entirely within California.  Any dispute or controversy out of this
     Agreement shall have its venue in the state or federal courts located in
     Los Angeles, California and each party hereby consents to that venue and
     jurisdiction of any such court.

6.3  Enforcement.  If any action at law or in equity is necessary to enforce or
     interpret the term of this Agreement or to protect the rights obtained
     hereunder the prevailing party will be entitled to its reasonable
     attorneys' fees, costs, and disbursements in addition to any other relief
     to which it may be entitled.

6.4  Counterparts.  This Agreement may be executed in counterparts, each of
     which will be deemed to be an original, but all of which together will
     constitute one and the same instrument.

6.5  Successors and Assigns.  The provisions of this Agreement will inure to the
     benefit of, and be binding upon, the Company and its successors and assigns
     and the Purchaser and the Purchaser's legal representatives, heirs,
     legatees, distributees, assigns and transferees by operation of law,
     whether or not any such person will have become a party to this Agreement
     and have agreed in writing to join herein and be bound by the terms and
     conditions hereof.

6.6  Director Status.  Nothing contained in this Agreement or in any other
     related document will confer upon Catherine Hapka any right to continue to
     serve on the Company's Board of Directors or constitute any contract of
     employment, or interfere in any way with the right of the Company and its
     stockholders to remove Catherine Hapka from the Company's Board of
     Directors.

6.7  Construction of Agreement.  This Agreement has been drafted by counsel for
     the Company.  The Purchaser has had the opportunity to seek separate
     representation with respect to this Agreement.  This Agreement is to be
     construed fairly and not strictly for or against either of the parties.


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          IN WITNESS WHEREOF, the parties have executed this Agreement on the
day and year first indicated above.

                         FIRETAP COMMUNICATIONS INCORPORATED

                         By:_____________________________________
                         Name:
                         Title:

                         RHYTHMS NETCONNECTIONS, INC.

                         ________________________________________
                         Name:
                         Title:

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