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                                 FLASHCOM, INC.                       EXH. 10.3
                       RESTRICTED STOCK PURCHASE AGREEMENT

        This Restricted Stock Purchase Agreement is entered into as of
_______________, _____, by and between FLASHCOM, INC., a Delaware corporation
(the "Company"), and _______________________________________________ (the
"Purchaser") pursuant to the Company's 1999 Incentive Stock Option, Nonqualified
Stock Option and Restricted Stock Purchase Plan.

                                 R E C I T A L S

        A. Purchaser is an employee, officer, director, consultant or other
service provider of the Company, and in such capacity is key to the future
success of the Company.

        B. The Company desires to issue and the Purchaser desires to purchase
Common Stock of the Company under the Company's 1999 Incentive Stock Option,
Nonqualified Stock Option and Restricted Stock Purchase Plan (the "Plan")
pursuant to the terms and conditions hereinafter set forth.

                               A G R E E M E N T

        1. PURCHASE AND SALE OF SHARES. The Purchaser hereby agrees to purchase
from the Company, and the Company hereby agrees to sell to the Purchaser, shares
of its Common Stock (the "Shares") for a purchase price of $_________ per share
or $___________ in the aggregate (the "Purchase Price"). The Purchaser's rights
to acquire the Shares hereunder are nontransferable other than by will or the
laws of descent and distribution. The Shares shall be duly issued and a
certificate or certificates for the Shares are concurrently herewith being
issued in the name of Purchaser. Purchaser shall thereupon be a stockholder with
respect to all of the Shares represented by such certificate(s) and shall have
all of the rights of a shareholder with respect to all of the Shares, including
the right to vote the Shares and to receive all dividends and other
distributions paid with respect to the Shares. The Purchase Price is payable as
follows:

               (a) By delivery of cash or check; or

               (b) By delivery of a promissory note payable to the Company,
bearing interest from the date hereof and substantially in the form attached as
Exhibit A; or

               (c) By the cancellation of indebtedness of the Company to the
Offeree; or

               (d) By the waiver of compensation due or accrued to the Offeree
for services rendered; or

               (e) By any combination of the foregoing methods of payment or any
other consideration or method of payment as shall be permitted by applicable
corporate law.

        In the event payment of any portion or all of the Purchase Price is to
be made by delivery of a promissory note, Purchaser shall deliver to the Company
a pledge of the Shares or other securities or assets which may be listed in the
Pledge Agreement dated the date hereof and substantially in the form attached as
Exhibit B.



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        2. STOCK RIGHTS AND BUY-BACK. The Shares shall be subject to the
following restrictions and repurchase rights.

               (a) The Shares shall vest and become "Vested Shares" in
accordance with the following vesting schedule:

                      (i) Except as may otherwise be provided in this Agreement,
        prior to the first anniversary of __________ (the "Vesting Commencement
        Date"), none of the Shares shall be vested; and

                      (ii) Following the expiration of such one-year period, the
        Shares shall vest on a cumulative basis at the rate of Twenty-Five
        Percent (25%) of the aggregate number of the Shares per year on each
        successive anniversary of the Vesting Commencement Date until the number
        of the Shares shall thereby have become Vested Shares.

        Shares which have not yet become vested are herein called "Unvested
Shares." In the event Purchaser's Continuous Service terminates for any reason
whatsoever, including without limitation, Purchaser's death, disability,
voluntary resignation or termination by the Company with or without cause (the
"Termination Date"), all vesting shall cease unless otherwise determined by the
Board of Directors. As used herein, "Continuous Service" shall be defined as (i)
employment by either the Company or any parent or subsidiary corporation of the
Company which is uninterrupted except for vacations, illness (except for
permanent disability, as defined in Section 22(e)(3) of the Code), or leaves of
absence which are approved in writing by the Company or any of such other
employer corporations, if applicable, (ii) service as a member of the Board of
Directors of the Company until Purchaser resigns, is removed from office, or
Purchaser's term of office expires and he or she is not reelected, or (iii) so
long as Purchaser is engaged as a consultant or service provider to the Company
or other corporation referred to in clause (i) above.

               (b) The Company shall have the right (but not the obligation) to
repurchase (the "Repurchase Right") all or any part of the Shares in the event
that the Purchaser's Continuous Service (as defined in Section 2(a) above)
terminates. Upon exercise of the Repurchase Right, the Purchaser shall be
obligated to sell his or her Shares to the Company, as provided in this Section
2. In the event the Company does not exercise the Repurchase Right with respect
to all of the Shares, the Company shall nevertheless continue to have the Right
of First Refusal with respect to any remaining Shares as set forth in Section 3
below.

               (c) For ninety (90) days after the Termination Date or other
event described in this Section 2, the Company may exercise the Repurchase Right
by giving Purchaser and/or any other person obligated to sell written notice of
the number of Shares which the Company desires to purchase. The Repurchase Price
for the Shares (as determined pursuant to Section 2(e) below) shall be payable,
at the option of the Company, by check or by cancellation of all or a portion of
any outstanding indebtedness of Purchaser to the Company, or by any combination
thereof.

               (d) In aid of the repurchase provisions set forth herein,
Purchaser shall, immediately upon receipt of the certificate or certificates
representing the Shares, deposit the certificate or certificates, together with
a stock power or other instrument of transfer appropriately endorsed in blank,
with the Company as escrow holder of the certificate(s). In the event that the
Repurchase Right is not exercised by the Company, the Company shall cause the
certificate or certificates to be delivered into the possession of Purchaser.



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               (e) The repurchase price of the Shares (the "Repurchase Price")
shall be determined as follows:

                      (i) the Repurchase Price for any Vested Shares shall be
        equal to the Fair Market Value (determined in accordance with Section
        2.11 of the Plan) of such Vested Shares as of the Termination Date; and

                      (ii) the Repurchase Price for any Unvested Shares shall be
        equal to the Purchase Price of such Unvested Shares.

               (f) The rights provided the Company with respect to the Vested
Shares under this Section 2 shall terminate upon the closing of the initial
public offering of shares of the Company's Common Stock pursuant to a
registration statement filed with and declared effective by the Securities and
Exchange Commission under the Securities Act (a "Public Offering").

               (g) If the Purchaser: (i) files a voluntary petition under any
bankruptcy or insolvency law or a petition for the appointment of a receiver or
makes an assignment for the benefit of creditors; (ii) is subjected
involuntarily to such a petition or assignment or to an attachment or other
legal or equitable interest with respect to the Shares and such involuntary
petition or assignment or attachment is not discharged within sixty (60) days
after its date; or (iii) is required to transfer the Shares by operation of law
or by order or decree of any court, then the Company shall have the option to
exercise the Repurchase Right, whether or not the Continuous Service of the
Purchaser shall then have terminated.

               (h) The Company may assign its Repurchase Right under this
Section 2 and its right of first refusal under Section 3 below without the
consent of the Purchaser.

        3. RIGHT OF FIRST REFUSAL. The Shares may be sold by the Purchaser only
in compliance with the provisions of this Section 3, and subject in all cases to
compliance with the provisions of Section 7 hereof.

               (a) Prior to any intended sale of any or all of the Shares,
Purchaser shall first give written notice (the "Offer Notice") to the Company
specifying (i) his or her bona fide intention to sell or otherwise transfer such
Shares, (ii) the name(s) and address(es) of the proposed purchaser(s), (iii) the
number of Shares the Purchaser proposes to sell (the "Offered Shares"), (iv) the
price for which he or she proposes to sell the Offered Shares, and (v) all other
material terms and conditions of the proposed sale.

               (b) Within thirty (30) days after receipt of the Offer Notice,
the Company or its nominee(s) may elect to purchase all or any portion of the
Offered Shares at the price and on the terms and conditions set forth in the
Offer Notice by delivery of written notice (the "Acceptance Notice") to the
Purchaser specifying the number of Offered Shares that the Company or its
nominees elect to purchase. Within fifteen (15) days after delivery of the
Acceptance Notice to the Purchaser, the Company and/or its nominee(s) shall
deliver to the Purchaser by check or wire transfer the amount of the purchase
price of the Offered Shares to be purchased pursuant to this Section 3, against
delivery by the Purchaser of a certificate or certificates representing the
Offered Shares to be purchased, duly endorsed for transfer to the Company or
such nominee(s), as the case may be. If the Company and/or its nominee(s) do not
elect to purchase all of the Offered Shares, the Purchaser shall be entitled to
sell the balance of the Offered Shares to the purchaser(s) named in the Offer
Notice at

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the price specified in the Offer Notice or at a higher price and on the terms
and conditions set forth in the Offer Notice, provided, however, that such sale
or other transfer must be consummated within sixty (60) days from the date of
the Offer Notice and any proposed sale after such 60-day period may be made only
by again complying with the procedures set forth in this Section 3.

               (c) The Purchaser may transfer all or any portion of the Shares
to a trust established for the sole benefit of the Purchaser and/or his or her
spouse or children without such transfer being subject to the right of first
refusal set forth in this Section 3, provided that the Shares so transferred
shall remain subject to the terms and conditions of this Agreement and no
further transfer of such Shares may be made without complying with the
provisions of this Section 3.

               (d) Any successor of Purchaser and any transferee of the Shares
pursuant to this Section 3, shall hold the Shares subject to the terms and
conditions of this Agreement and no further transfer of the Shares may be made
without complying with the provisions of this Section 3.

               (e) The rights provided the Company and its nominee(s) under this
Section 3 shall terminate upon the consummation of a Public Offering as defined
in Section 2(f) above. All Shares of the Purchaser acquired under this Agreement
shall continue to be subject to all of the applicable restrictions under Section
2 above prior to or following any Public Offering.

        4. CHANGE IN CONTROL. In the event of a Change in Control of the
Company, all outstanding repurchase rights with respect to the Shares shall
terminate automatically, and the Shares subject to those terminated rights shall
immediately vest in full, except to the extent: (i) those repurchase rights are
assigned to the successor corporation (or parent thereof) in connection with
such Change in Control, (ii) such repurchase rights are exercised and replaced
with a cash incentive program of the successor corporation (or parent thereof)
which preserves the spread between the purchase price and the per share
consideration received by the stockholders of the Corporation in connection with
the Change in Control and provides for the subsequent payout of the spread in
accordance with the same vesting schedule applicable to the shares subject to
the repurchase rights, or (iii)such accelerated vesting is precluded by other
limitations imposed by the Administrator at the time the repurchase right is
issued. Immediately following the consummation of the Change in Control, all
outstanding Rights to Purchase shall terminate and cease to be outstanding,
except to the extent assumed by the successor corporation (or parent thereof).

        5. RECAPITALIZATION. In the event that, as the result of a stock split
or stock dividend or combination of shares or any other change, or exchange for
other securities, by reclassification, or recapitalization of the Shares,
Purchaser shall be entitled to new or additional or different shares of stock or
securities, the certificate or certificates for, or other evidences of, such new
or additional or different shares or securities shall be imprinted with the
legend provided in Section 6, and shall be deposited with the Company as escrow
holder under the terms and conditions provided in Section 2(d) herein, together
with a stock power or other instrument or transfer appropriately endorsed. In
such event, any and all new, substituted or additional securities or other
property (other than cash) to which the Purchaser is entitled by reason of his
ownership of the Shares shall be immediately subject to the Repurchase Right and
Right of First Refusal and be included in the word "Shares" for all purposes of
the Repurchase Right and Right of First Refusal with the same force and effect
as the Shares subject to the Repurchase Right and the Right of First Refusal
under the terms of Sections 2 and 3. While the total Repurchase Price shall
remain the same after each such event, the per share price shall be
appropriately adjusted. Shares acquired as provided in this Section 5 shall be
deemed to have been acquired at the time of acquisition of the Shares on which
such Shares were distributed.

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        6. RESTRICTIVE LEGENDS. All certificates representing the Shares subject
to the provisions of this Agreement shall, in addition to any legend required to
be placed thereon by federal or state securities laws, have endorsed thereon the
following legend:

        "ANY DISPOSITION OF ANY INTEREST IN THE SECURITIES REPRESENTED BY THIS
        CERTIFICATE IS SUBJECT TO RESTRICTIONS, AND THE SECURITIES REPRESENTED
        BY THIS CERTIFICATE ARE SUBJECT TO A REPURCHASE RIGHT AND A RIGHT OF
        FIRST REFUSAL CONTAINED IN A CERTAIN AGREEMENT BETWEEN THE RECORD HOLDER
        AND THE CORPORATION, A COPY OF WHICH WILL BE MAILED TO ANY HOLDER OF
        THIS CERTIFICATE UPON WRITTEN REQUEST TO THE SECRETARY OF THE
        CORPORATION."

        7. INVESTMENT REPRESENTATIONS. The Purchaser acknowledges that he is
aware that the Shares to be issued to him by the Company pursuant to this
Agreement have not been registered under the Securities Act of 1933, as amended.
In this connection, the Purchaser warrants and represents to the Company as
follows:

               (a) The Purchaser is purchasing the Shares solely for the
Purchaser's own account for investment and not with a view to or for sale or
distribution of the Shares or any portion thereof and not with any present
intention of selling, offering to sell or otherwise disposing of or distributing
the Shares or any portion thereof. The Purchaser also represents that the entire
legal and beneficial interest of the Shares the Purchaser is purchasing is being
purchased for, and will be held for the account of, the Purchaser only and
neither in whole nor in part for any other person.

               (b) The Purchaser has heretofore discussed the Company and its
plans, operations and financial condition with its officers and that the
Purchaser has heretofore received all such information as the Purchaser deems
necessary and appropriate to enable the Purchaser to evaluate the financial risk
inherent in making an investment in the Shares of the Company and the Purchaser
further represents and warrants that the Purchaser has received satisfactory and
complete information concerning the business and financial condition of the
Company in response to all inquiries in respect thereof.

               (c) The Purchaser realizes that the purchase of the Shares is a
highly speculative investment and represents that the Purchaser is able, without
impairing the Purchaser's financial condition, to hold the Shares for an
indefinite period of time and to suffer a complete loss on the investment.

               (d) The Company hereby discloses to the Purchaser and the
Purchaser hereby acknowledges that:

                      (i) the Shares have not been registered under the
        Securities Act of 1933, as amended (the "Act"), and such Shares must be
        held indefinitely unless a transfer of them is subsequently registered
        under the Act or an exemption from such registration is available;

                      (ii) the share certificate representing the Shares will be
        stamped with the legends restricting transfer specified in this
        Agreement between the Company and the Purchaser; and

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                      (iii) the Company will make a notation in its records of
        the aforementioned restrictions on transfer and legends.

               (e) The Purchaser understands that the Shares are restricted
securities within the meaning of Rule 144 promulgated under the Act; that the
exemption from registration under Rule 144 will not be available in any event
for at least one (1) year from the date of sale of the Shares to the Purchaser,
and even then will not be available unless (i) a public trading market then
exists for the Shares of the Company, (ii) adequate current public information
concerning the Company is then available to the public, (iii) the Purchaser has
been the beneficial owner and the Purchaser has paid the full Purchase Price for
the Shares at least one (1) year prior to the sale, and (iv) other terms and
conditions of Rule 144 are complied with; and that any sale of the Shares may be
made by it only in limited amounts in accordance with such terms and conditions,
as amended from time to time.

               (f) Without in any way limiting any of the other provisions of
this Agreement or its representations set forth above, the Purchaser further
agrees that the Purchaser shall in no event make any disposition of all or any
portion of the Shares which the Purchaser is purchasing unless and until:

                      (i) there is then in effect a Registration Statement under
        the Act covering such proposed disposition and such disposition is made
        in accordance with said Registration Statement; or

                      (ii) (A) the Purchaser shall have notified the Company of
        the proposed disposition and shall have furnished the Company with a
        detailed statement of the circumstances surrounding the proposed
        disposition, (B) the Purchaser shall have furnished the Company with an
        opinion of counsel to the effect that such disposition will not require
        registration of such shares under the Act, and (C) such opinion of
        counsel shall have been concurred in by counsel for the Company and the
        Company shall have advised the Purchaser of such concurrence.

        8. UNPERMITTED TRANSFERS. The Company shall not be required (a) to
transfer on its books any Shares of the Company which shall have been sold or
transferred in violation of any of the provisions set forth in this Agreement or
(b) to treat as owner of such shares or to accord the right to vote as such
owner or to pay dividends to any transferee to whom such shares shall have been
so transferred. In the event of a sale of Shares by the Purchaser pursuant to
Section 3, the Purchaser shall furnish to the Company proof that such sale was
made in compliance with the provisions of Section 3 as to price and general
terms of such sale.

        9. TAX ELECTIONS. Purchaser acknowledges that Purchaser has considered
the advisability of all tax elections in connection with the purchase of the
Shares hereunder, including the making of an election under Section 83(b) under
the Internal Revenue Code of 1986, as amended, and that the Company has no
responsibility for the making of any such election.

        10. "MARKET STAND-OFF" AGREEMENT. Purchaser agrees that, if requested by
the Company or the managing underwriter of any proposed Public Offering of the
Company's securities, Purchaser will not sell or otherwise transfer or dispose
of any Shares held by Purchaser without the prior written consent of the Company
or such underwriter, as the case may be, during such period of time, not to
exceed one hundred eighty (180) days following the effective date of the
registration

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statement filed by the Company with respect to such Public Offering, as the
Company or the underwriter may specify.

        11. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties pertaining to its subject matter and supersedes all
contemporaneous written or oral agreements and understandings of the parties,
either express or implied. The parties agree to execute such further instruments
and to take such further action as may reasonably be necessary to carry out the
intent of this Agreement.

        12. NO EMPLOYMENT CONTRACT CREATED. Nothing in this Agreement shall
affect in any manner whatsoever the right or power of the Company, or a parent
or subsidiary of the Company, to terminate the Purchaser's employment, for any
reason, with or without cause.

        13. NOTICES. Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given upon personal delivery or upon
deposit in the United States Post Office, by certified mail with postage and
fees prepaid, addressed to the other party at the address hereinafter shown
below his or its signature or at such other address as such party may designate
by ten days' advance written notice to the other party.

        14. ASSIGNMENT. Purchaser may not transfer or assign his or her benefits
or rights or delegate his or her duties or obligations under this Agreement
without the prior written consent of the Company.

        15. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of
the successors and assigns of the Company and be binding upon the Purchaser and
his or her heirs, executors, administrators, successors and assigns.

        16. GOVERNING LAW, VENUE AND JURISDICTION. This Agreement shall be
construed in accordance with the laws of the State of California without
reference to choice of law principles, as to all matters, including, but not
limited to, matters of validity, construction, effect or performance. The
exclusive venue and jurisdiction for resolution of all matters arising out of or
relating to this Agreement shall be the courts located in San Mateo County,
California, or, if applicable, the Federal Courts in the Northern District of
California.

        17. COUNTERPARTS. This Agreement may be executed simultaneously in any
number of counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument.

        18. SEVERABILITY. In the event any court, administrative agency or other
governmental entity with appropriate jurisdiction and authority determines that
any term or part of this Agreement is invalid or unenforceable, the remainder of
this Agreement shall remain in full force and effect.

        19. AMENDMENT. This Agreement may be amended only by an instrument in
writing executed by the parties hereto.

        20. All waivers hereunder must be made in writing, and failure of any
party at any time to require another party's performance of any obligation under
this Agreement shall not affect, limit or waive a party's right at any time to
require strict performance of that obligation thereafter. Any waiver of any
breach of any provision of this Agreement shall not be construed in any way as a

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waiver of any continuing or succeeding breach of such provision or waiver or
modification of the provision.

        21. RECEIPT OF PLAN. The Purchaser acknowledges that the Purchaser has
been furnished with a copy of the Company's 1999 Incentive Stock Option,
Nonqualified Stock Option and Restricted Stock Purchase Plan.

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

FLASHCOM, INC.                              PURCHASER


By:
   -----------------------------            --------------------------------
Its:
    ----------------------------

Address:                                    Address:


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                                CONSENT OF SPOUSE

        I acknowledge that I have read the foregoing Agreement and that I know
its contents. I am aware that by its provisions, my spouse agrees, among other
things, to a right of first refusal, to the granting of rights to purchase and
to the imposition of certain restrictions on the transfer of the shares of
FLASHCOM, INC., a Delaware corporation (the "Company"), including my community
interest therein (if any), which rights and restrictions may survive my spouse's
death. I hereby consent to such rights and restrictions and approve of the
provisions of the Agreement.

        I further agree that in the event of a dissolution of the marriage
between myself and my spouse, in connection with which I secure or am awarded
shares of the common stock of the Company, or any interest therein through
property settlement agreement or otherwise, I shall receive and hold said shares
subject to all the provisions and restrictions contained in the foregoing
Agreement, including any option of the Company or its nominee to purchase such
shares or interest from me.

        I also acknowledge that I have been advised to obtain independent
counsel to represent my interests with respect to this Agreement but that I have
declined to do so and I hereby expressly waive my right to such independent
counsel.

Date:                 , 200__
     -----------------                  ---------------------------------------

                                        Spouse of
                                                  -----------------------------


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                                    EXHIBIT A

                                 PROMISSORY NOTE


                         (____%* Interest, Due _______)


$                                                       -----------------, -----
 ----------------------                                  Westminster, California


        For value received, the undersigned promises to pay to FLASHCOM, INC.
(the "Company"), the sum of ____________________________________ Dollars
($_____) in full by or before the ________ anniversary date of the date hereof,
together with interest thereon as hereinafter provided.

        The undersigned shall have the right to prepay said principal amount at
any time in whole or in part without penalty. Simple annual interest at the rate
of ____________ percent (_____%) per annum on unpaid principal shall be paid
annually on each anniversary of the date hereof and upon each prepayment of
principal, if any.

        The entire outstanding principal and interest shall be due and payable
if any one or more of the following events shall have occurred:

               (a) The making by the undersigned of any assignment for the
benefit of creditors or the filing by or against the undersigned of any petition
in bankruptcy if such proceeding not be discharged within ninety (90) days of
any such making or filing.

               (b) The occurrence of any termination of Continuous Service as
set forth in the Restricted Stock Purchase Agreement of even date herewith
between the undersigned and the Company.

        If any installment of principal and/or interest is not paid when due,
the holder hereof may, at its option, declare the entire amount of this note
immediately due and payable.

        All payments hereon shall be credited first to accrued but unpaid
interest, and the balance, if any, shall be credited to principal.

        If legal action is instituted for the collection of this note, the
undersigned promises to pay such sum as the Court may adjudge reasonable as
attorneys' fees.

        This note is given pursuant to that certain Restricted Stock Purchase
Agreement of even date herewith, between the Company and the undersigned and is
subject to all of the terms, rights and remedies set forth therein.

--------
    * A fixed rate of interest is to be determined from time to time by action
of the Board of Directors in accordance with prevailing rates and the Internal
Revenue Service prescribed interest rules.



<PAGE>   11


        This note is secured by a Pledge Agreement of even date herewith between
the Company and the undersigned.


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                                    EXHIBIT B
                                PLEDGE AGREEMENT

        THIS PLEDGE AGREEMENT ("Agreement") is executed as of this _____ day of
____________, 2000, between FLASHCOM, INC., a Delaware corporation (the
"Company"), and __________________________________________ ("Purchaser").

        For the considerations and undertakings set forth herein, the parties do
hereby agree as follows:

        1. To secure payment to the Company of a promissory note ("Note") in the
face amount of _______________________ Dollars ($__________), and extensions or
renewals thereof, which was executed concurrently with the execution of this
Pledge Agreement pursuant to a Restricted Stock Purchase Agreement of even date
herewith between the Company and Purchaser, Purchaser hereby assigns and grants
to the Company a security interest in ___________________ (______) shares
("Shares") of the Common Stock of the Company acquired in connection with the
Restricted Stock Purchase Agreement, together with securities or other
collateral (if any) other than such Shares, all described as follows:

        Issuer        Certificate   No. of Shares         Registered Owner
        ------        -----------   -------------         ----------------

        Purchaser does hereby deposit with the Company, as pledge holder, such
certificates, together with duly executed stock transfer powers.

        2. Subject to any obligations of Purchaser under the Restricted Stock
Purchase Agreement, the Company agrees that within a reasonable time after all
or any portion of the Note is paid by Purchaser, the Company shall release and
deliver to Purchaser the number of Shares held hereunder for which such payment
was received. The Company, in its discretion, may release portions of the Shares
upon periodic principal payments or deposit of other or additional security
under the Note. All Shares released and delivered to Purchaser shall be free and
clear of the restrictions of this Pledge Agreement.

        3. Unless and until Purchaser defaults in his performance under the
terms of the Note, the terms of this Pledge Agreement and/or the terms of the
Restricted Stock Purchase Agreement, the Shares held by the Company at any time
under this Pledge Agreement shall remain registered in the name of Purchaser on
the records of the Company, and Purchaser may vote the Shares on all corporate
questions (if the same shall be entitled to voting rights) and shall be entitled
to receive all dividends and other amounts accruing as a result of his ownership
of the Shares.

        4. In the event the Purchaser defaults in the performance of any of the
terms of the Note, this Pledge Agreement or the Restricted Stock Purchase
Agreement, the Company may exercise any and all rights which it may have under
the California Uniform Commercial Code or any other applicable statute, case,
ruling regulation or law; subject, however, to all permits, orders, consents,
rules and regulations of the California Commissioner of Corporations and the
Securities and Exchange Commission and the Federal Reserve Board relating
hereto, to which Purchaser agrees to be bound.



<PAGE>   13


        5. If during the term of this Pledge Agreement the Company should become
a party to any merger, consolidation or other reorganization, this Pledge
Agreement shall be adjusted so as to apply to the securities to which a holder
of the Shares subject to this Pledge Agreement would have been entitled upon
such merger, consolidation or reorganization; and, if during the term of this
Pledge Agreement the Company shall be dissolved or its existence otherwise
terminated, then that portion of the assets and consideration to which a holder
of the Shares subject to this Pledge Agreement would have been entitled in such
transaction shall be the subject matter of this Pledge Agreement for the
remainder of its term. This Section 5 shall in no way limit the right of the
Company to repurchase shares under the Restricted Stock Purchase Agreement.

        6. This Pledge Agreement shall inure to the benefit of and be binding
upon the heirs, executors and administrators of the parties hereto.

        7. The rights, powers and remedies given to the Company by this
Agreement shall be in addition to all rights, powers and remedies given to the
Company under the Restricted Stock Purchase Agreement or any statute or rule of
law. Any forbearance or failure or delay by the Company in exercising any right,
power or remedy hereunder shall not be deemed to be a waiver of such right,
power or remedy, nor shall any single or partial exercise of any right, power or
remedy preclude the further exercise thereof.

        8. The Board of Directors may demand and receive payment or additional
security if for any reason the collateral hereunder is insufficient to meet
minimum requirements established under federal or state securities or banking
regulations or as may be necessary to bring the Note and the security into
compliance with any such law or regulations. Any failure of Purchaser to meet
any such demand shall be deemed a default under this Pledge Agreement and under
the note secured hereby.

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

FLASHCOM, INC.                              PURCHASER


By:
   -------------------------------          -----------------------------

Its:
    ------------------------------

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