<PAGE>   1
                                                                    EXHIBIT 10.8

                                     FORM OF
                                POWER OF ATTORNEY

         Know all by these presents, that the undersigned hereby constitutes and
appoints James R. Price the undersigned's true and lawful attorney-in-fact,
including without limitation:

         1.       to execute for and on behalf of the undersigned, in the
                  undersigned's capacity as a holder of I 3S, Inc. Class A
                  Common Stock (the "COMMON STOCK"), any and all documents
                  related to (i) the financing, whether debt or equity, of I 3S,
                  Inc., (ii) amendments to current or future agreements to which
                  the undersigned is a party related to any debt or equity of I
                  3S, Inc., and (iii) waivers or exercises of any rights or
                  powers related to the undersigned's Common Stock (including
                  without limitation the waiver of any right of first refusal,
                  preemptive right, right of co-sale or similar rights
                  pertaining to such Common Stock which the undersigned may
                  have); provided, however, that the attorney-in-fact may not
                  sell, assign, transfer or convey any of the undersigned's
                  right, title and interest in and to the Common Stock;

         2.       to act as the undersigned's proxy to (i) attend and vote at
                  shareholders' meetings of I 3S, Inc., (ii) otherwise act for
                  the undersigned at any such shareholders' meetings in the same
                  manner and with the same effect as if the undersigned was
                  personally present and acting thereon, (iii) waive notice of
                  any such shareholders' meetings, and (iv) execute consents in
                  lieu of shareholders' meetings of I 3S, Inc.; and

         3.       to exercise, do, or perform, as determined by such
                  attorney-in-fact in his sole and absolute discretion, any act,
                  right, power, duty or obligation whatsoever that the
                  undersigned now has or may acquire the legal right, power or
                  capacity to exercise, do, or perform in connection with,
                  arising out of, or relating to the Common Stock, except as set
                  forth above.

         The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done, or shall lawfully have already done or caused to be done, by virtue of
this Power of Attorney and the rights and powers herein granted.

         This Power of Attorney shall be in addition to, and not in substitution
of, any Proxy the attorney-in-fact may have with respect to the Common Stock.
Any and all acts previously taken by, or purported to be taken by, the
attorney-in-fact as proxy for the undersigned are hereby, in all respects,
ratified, confirmed, approved and adopted by the undersigned.

         This Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact.


<PAGE>   2



         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this ____ day of ____________________________.


<PAGE>   3



EXECUTED BY EACH OF THE FOLLOWING INDIVIDUALS

Gary Dobbins
Thomas L. Jones
Ossama Abourakaba
George Venner
Anthony Martin
Thon Morse
Damon M. Fiske
Andy Shattuck
Kristan V. Boggs
Christopher W. Bedford
David Heitman

<PAGE>   4


                                     FORM OF
                                POWER OF ATTORNEY

         Know all by these presents, that the undersigned hereby constitutes and
appoints James R. Price the undersigned's true and lawful attorney-in-fact,
including without limitation:

         1.       to execute for and on behalf of the undersigned, in the
                  undersigned's capacity as a holder of I 3S, Inc. Class A
                  Common Stock (the "COMMON STOCK"), any and all documents
                  related to (i) the financing, whether debt or equity, of I 3S,
                  Inc., (ii) amendments to current or future agreements to which
                  the undersigned is a party related to any debt or equity of I
                  3S, Inc., and (iii) waivers or exercises of any rights or
                  powers related to the undersigned's Common Stock (including
                  without limitation the waiver of any right of first refusal,
                  preemptive right, right of co-sale or similar rights
                  pertaining to such Common Stock which the undersigned may
                  have); provided, however, that the attorney-in-fact may not
                  sell, assign, transfer or convey any of the undersigned's
                  right, title and interest in and to the Common Stock;

         2.       to act as the undersigned's proxy to (i) attend and vote at
                  shareholders' meetings of I 3S, Inc., (ii) otherwise act for
                  the undersigned at any such shareholders' meetings in the same
                  manner and with the same effect as if the undersigned was
                  personally present and acting thereon, (iii) waive notice of
                  any such shareholders' meetings, and (iv) execute consents in
                  lieu of shareholders' meetings of I 3S, Inc.; and

         3.       to exercise, do, or perform, as determined by such
                  attorney-in-fact in his sole and absolute discretion, any act,
                  right, power, duty or obligation whatsoever that the
                  undersigned now has or may acquire the legal right, power or
                  capacity to exercise, do, or perform in connection with,
                  arising out of, or relating to the Common Stock, except as set
                  forth above.

         The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done, or shall lawfully have already done or caused to be done, by virtue of
this Power of Attorney and the rights and powers herein granted.

         This Power of Attorney shall be in addition to, and not in substitution
of, any Proxy the attorney-in-fact may have with respect to the Common Stock.
Any and all acts previously taken by, or purported to be taken by, the
attorney-in-fact as proxy for the undersigned are hereby, in all respects,
ratified, confirmed, approved and adopted by the undersigned.



<PAGE>   5
         This Power of Attorney shall remain in full force and effect until July
1, 2000, at which time it shall become revocable by the undersigned in a signed
writing delivered to the foregoing attorney-in-fact.
<PAGE>   6


         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this ____ day of ______________________.


<PAGE>   7



EXECUTED BY EACH OF THE FOLLOWING INDIVIDUALS

Rhonda Barney and Roger Barney
Kenneth Schwenke
Lewis W. Pollok, Jr.
G.C. Markwardt
Lewis W. Pollok, III
Stephen R. Barnes
Mark G. Frederick and Carla J. Frederick
Tonja Rizai
Carolyn M. Clark
Ellen M. Burnett
Tyree B. Miller
Stuart Miller
Clemence P. Ligon


<PAGE>   8


                                     FORM OF
                                    PROXY OF


                                             Number                 Class
             Certificate No.                                        Of Shares
                                                                    of Shares

         I, _______________________ , as holder of the shares described above,
revoke any previously executed proxies and appoint James R. Price as my proxy to
attend the shareholders' meetings of I 3S, Inc., to vote, execute consents, and
otherwise act for me in the same manner and with the same effect as if I were
personally present until _________________. Until such time, this proxy shall be
irrevocable.

         I authorize my proxy to substitute any other person to act under this
proxy, to revoke any substitutions, and to file this proxy in any substitution
with the corporation.

DATED:


<PAGE>   9



EXECUTED BY EACH OF THE FOLLOWING INDIVIDUALS

George Venner
Thomas L. Jones
David Heitman
Andy Shattuck
Damon M. Fiske
Kristan V. Boggs
Thon Morse
Anthony Martin
Christopher W. Bedford
Rhonda C. Barney and Roger A. Barney
Kenneth F. Schwenke
Denise Looper
Helen C. Cupples
Lewis W. Pollok, Jr.
G.C. Markwardt
Lewis W. Pollok, III
Stephen R. Barnes
Mark G. Frederick and Carla J. Frederick
Tonja Rizai
Carolyn M. Clark
Clemence P. Ligon
Stuart Miller
Tyree B. Miller
Ellen M. Burnett
Helen C. Cupples
Denise Looper

<PAGE>   10


                                   SUBSTITUTE
                                POWER OF ATTORNEY

         Know all by these presents, that the undersigned, James R. Price,
previously named attorney-in-fact for each of the individuals (the
"SHAREHOLDERS") listed on EXHIBIT "A" attached hereto, hereby appoints Charles
W. (Bo) Price a true and lawful substitute attorney-in-fact, including without
limitation:

         1.       to execute for and on behalf of the undersigned, in the
                  undersigned's capacity as attorney-in-fact for each of the
                  Shareholders with respect to such Shareholders' Class A Common
                  Stock (the "COMMON STOCK"), any and all documents related to
                  (i) the financing, whether debt or equity, of I 3S, Inc., (ii)
                  amendments to current or future agreements to which the
                  Shareholders are a party related to any debt or equity of I
                  3S, Inc., and (iii) waivers or exercises of any rights or
                  powers related to the Shareholders' Common Stock (including
                  without limitation the waiver of any right of first refusal,
                  preemptive right, right of co-sale or similar rights
                  pertaining to such Common Stock which the Shareholders may
                  have); provided, however, that the substitute attorney-in-fact
                  may not sell, assign, transfer or convey any of the
                  Shareholders' right, title and interest in and to the Common
                  Stock;

         2.       to act as the Shareholders' proxy to (i) attend and vote at
                  shareholders' meetings of I 3S, Inc., (ii) otherwise act for
                  the Shareholders at any such shareholders' meetings in the
                  same manner and with the same effect as if the Shareholders
                  were personally present and acting thereon, (iii) waive notice
                  of any such shareholders' meetings, and (iv) execute consents
                  in lieu of shareholders' meetings of I 3S, Inc.; and

         3.       to exercise, do, or perform, as determined by such substitute
                  attorney-in-fact in his sole and absolute discretion, any act,
                  right, power, duty or obligation whatsoever that the
                  undersigned now has or may acquire the legal right, power or
                  capacity to exercise, do, or perform in connection with,
                  arising out of, or relating to the Common Stock, except as set
                  forth above.

         The undersigned hereby grants to such substitute attorney-in-fact full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
substitute attorney-in-fact, or such substitute attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done, or shall lawfully have
already done or caused to be done, by virtue of this Substitute Power of
Attorney and the rights and powers herein granted.


<PAGE>   11


         This Substitute Power of Attorney shall be in addition to, and not in
substitution of, any Power of Attorney the undersigned may have with respect to
the Common Stock. The undersigned shall have all powers to act as originally
granted by the Shareholders and either the undersigned or the substitute
attorney-in-fact may act individually or together in such capacity. Any and all
acts previously taken by, or purported to be taken by, the substitute
attorney-in-fact as attorney-in-fact for the undersigned are hereby, in all
respects, ratified, confirmed, approved and adopted by the undersigned.

         This Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to the foregoing
substitute attorney-in-fact.

         IN WITNESS WHEREOF, the undersigned has caused this Substitute Power of
Attorney to be executed as of this 5th day of January, 2000.




                                            /s/ James R. Price
                                            -----------------------------------
                                            James R. Price


<PAGE>   12


                                POWER OF ATTORNEY

         Know all by these presents, that the undersigned hereby constitutes and
appoints James R. Price the undersigned's true and lawful attorney-in-fact,
including without limitation:

         1.       to execute for and on behalf of the undersigned, in the
                  undersigned's capacity as a holder of I 3S, Inc. Class A
                  Common Stock (the "COMMON STOCK"), any and all documents
                  related to (i) the financing, whether debt or equity, of I 3S,
                  Inc., (ii) amendments to current or future agreements to which
                  the undersigned is a party related to any debt or equity of I
                  3S, Inc., and (iii) waivers or exercises of any rights or
                  powers related to the undersigned's Common Stock (including
                  without limitation the waiver of any right of first refusal,
                  preemptive right, right of co-sale or similar rights
                  pertaining to such Common Stock which the undersigned may
                  have); provided, however, that the attorney-in-fact may not
                  sell, assign, transfer or convey any of the undersigned's
                  right, title and interest in and to the Common Stock;

         2.       to act as the undersigned's proxy to (i) attend and vote at
                  shareholders' meetings of I 3S, Inc., (ii) otherwise act for
                  the undersigned at any such shareholders' meetings in the same
                  manner and with the same effect as if the undersigned was
                  personally present and acting thereon, (iii) waive notice of
                  any such shareholders' meetings, and (iv) execute consents in
                  lieu of shareholders' meetings of I 3S, Inc.; and

         3.       to exercise, do, or perform, as determined by such
                  attorney-in-fact in his sole and absolute discretion, any act,
                  right, power, duty or obligation whatsoever that the
                  undersigned now has or may acquire the legal right, power or
                  capacity to exercise, do, or perform in connection with,
                  arising out of, or relating to the Common Stock, except as set
                  forth above.

         The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done, or shall lawfully have already done or caused to be done, by virtue of
this Power of Attorney and the rights and powers herein granted.

         This Power of Attorney shall be in addition to, and not in substitution
of, any Proxy the attorney-in-fact may have with respect to the Common Stock.
Any and all acts previously taken by, or purported to be taken by, the
attorney-in-fact as proxy for the undersigned are hereby, in all respects,
ratified, confirmed, approved and adopted by the undersigned.

         This Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact.


<PAGE>   13



         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 5th day of January, 2000.



                                             /s/ Charles W. (Bo) Price
                                             ----------------------------------
                                             Charles W. (Bo) Price


<PAGE>   14


                                POWER OF ATTORNEY

         Know all by these presents, that the undersigned hereby constitutes and
appoints Charles W. (Bo) Price the undersigned's true and lawful
attorney-in-fact, including without limitation:

         1.       to execute for and on behalf of the undersigned, in the
                  undersigned's capacity as a holder of I 3S, Inc. Class A
                  Common Stock (the "COMMON STOCK"), any and all documents
                  related to (i) the financing, whether debt or equity, of I 3S,
                  Inc., (ii) amendments to current or future agreements to which
                  the undersigned is a party related to any debt or equity of I
                  3S, Inc., and (iii) waivers or exercises of any rights or
                  powers related to the undersigned's Common Stock (including
                  without limitation the waiver of any right of first refusal,
                  preemptive right, right of co-sale or similar rights
                  pertaining to such Common Stock which the undersigned may
                  have); provided, however, that the attorney-in-fact may not
                  sell, assign, transfer or convey any of the undersigned's
                  right, title and interest in and to the Common Stock;

         2.       to act as the undersigned's proxy to (i) attend and vote at
                  shareholders' meetings of I 3S, Inc., (ii) otherwise act for
                  the undersigned at any such shareholders' meetings in the same
                  manner and with the same effect as if the undersigned was
                  personally present and acting thereon, (iii) waive notice of
                  any such shareholders' meetings, and (iv) execute consents in
                  lieu of shareholders' meetings of I 3S, Inc.; and

         3.       to exercise, do, or perform, as determined by such
                  attorney-in-fact in his sole and absolute discretion, any act,
                  right, power, duty or obligation whatsoever that the
                  undersigned now has or may acquire the legal right, power or
                  capacity to exercise, do, or perform in connection with,
                  arising out of, or relating to the Common Stock, except as set
                  forth above.

         The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done, or shall lawfully have already done or caused to be done, by virtue of
this Power of Attorney and the rights and powers herein granted.

         This Power of Attorney shall be in addition to, and not in substitution
of, any Proxy the attorney-in-fact may have with respect to the Common Stock.
Any and all acts previously taken by, or purported to be taken by, the
attorney-in-fact as proxy for the undersigned are hereby, in all respects,
ratified, confirmed, approved and adopted by the undersigned.

         This Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact.


<PAGE>   15



         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 5th day of January, 2000.




                                        /s/ James R. Price
                                        ---------------------------------------
                                        James R. Price


<PAGE>   16


                                POWER OF ATTORNEY

         Know all by these presents, that the undersigned hereby constitutes and
appoints Charles W. (Bo) Price the undersigned's true and lawful
attorney-in-fact, including without limitation:

         1.       to execute for and on behalf of the undersigned, in the
                  undersigned's capacity as a holder of BroadbandNOW, Inc. Class
                  A Common Stock (the "COMMON STOCK"), any and all documents
                  related to (i) the financing, whether debt or equity, of
                  BroadbandNOW, Inc., (ii) amendments to current or future
                  agreements to which the undersigned is a party related to any
                  debt or equity of BroadbandNOW, Inc., and (iii) waivers or
                  exercises of any rights or powers related to the undersigned's
                  Common Stock (including without limitation the waiver of any
                  right of first refusal, preemptive right, right of co-sale or
                  similar rights pertaining to such Common Stock which the
                  undersigned may have); provided, however, that the
                  attorney-in-fact may not sell, assign, transfer or convey any
                  of the undersigned's right, title and interest in and to the
                  Common Stock;

         2.       to act as the undersigned's proxy to (i) attend and vote at
                  shareholders' meetings of BroadbandNOW, Inc., (ii) otherwise
                  act for the undersigned at any such shareholders' meetings in
                  the same manner and with the same effect as if the undersigned
                  was personally present and acting thereon, (iii) waive notice
                  of any such shareholders' meetings, and (iv) execute consents
                  in lieu of shareholders' meetings of BroadbandNOW, Inc.; and

         3.       to exercise, do, or perform, as determined by such
                  attorney-in-fact in his sole and absolute discretion, any act,
                  right, power, duty or obligation whatsoever that the
                  undersigned now has or may acquire the legal right, power or
                  capacity to exercise, do, or perform in connection with,
                  arising out of, or relating to the Common Stock, except as set
                  forth above.

         The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done, or shall lawfully have already done or caused to be done, by virtue of
this Power of Attorney and the rights and powers herein granted.

         This Power of Attorney shall be in addition to, and not in substitution
of, any Proxy the attorney-in-fact may have with respect to the Common Stock.
Any and all acts previously taken by, or purported to be taken by, the
attorney-in-fact as proxy for the undersigned are hereby, in all respects,
ratified, confirmed, approved and adopted by the undersigned.


<PAGE>   17



         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 3rd day of February, 2000.



                                       PRICE GRANTOR RETAINED ANNUITY
                                       TRUST

                                       By: /s/ Barbara Price
                                          -------------------------------------
                                          Barbara Price, Trustee


<PAGE>   18


                                POWER OF ATTORNEY

         Know all by these presents, that the undersigned hereby constitutes and
appoints Charles W. (Bo) Price the undersigned's true and lawful
attorney-in-fact, including without limitation:

         1.       to execute for and on behalf of the undersigned, in the
                  undersigned's capacity as a holder of BroadbandNOW, Inc. Class
                  A Common Stock (the "COMMON STOCK"), any and all documents
                  related to (i) the financing, whether debt or equity, of
                  BroadbandNOW, Inc., and (ii) amendments to current or future
                  agreements to which the undersigned is a party related to any
                  debt or equity of BroadbandNOW, Inc.; provided, however, that
                  the attorney-in-fact may not sell, assign, transfer or convey
                  any of the undersigned's right, title and interest in and to
                  the Common Stock;

         2.       to act as the undersigned's proxy to (i) attend and vote at
                  shareholders' meetings of BroadbandNOW, Inc., (ii) otherwise
                  act for the undersigned at any such shareholders' meetings in
                  the same manner and with the same effect as if the undersigned
                  was personally present and acting thereon, (iii) waive notice
                  of any such shareholders' meetings, and (iv) execute consents
                  in lieu of shareholders' meetings of BroadbandNOW, Inc.; and

         3.       to exercise, do, or perform, as determined by such
                  attorney-in-fact in his sole and absolute discretion, any act,
                  right, power, duty or obligation whatsoever that the
                  undersigned now has or may acquire the legal right, power or
                  capacity to exercise, do, or perform in connection with,
                  arising out of, or relating to the Common Stock, except as set
                  forth above.

         The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done, or shall lawfully have already done or caused to be done, by virtue of
this Power of Attorney and the rights and powers herein granted.

         This Power of Attorney shall be in addition to, and not in substitution
of, any Proxy the attorney-in-fact may have with respect to the Common Stock.
Any and all acts previously taken by, or purported to be taken by, the
attorney-in-fact as proxy for the undersigned are hereby, in all respects,
ratified, confirmed, approved and adopted by the undersigned.

         This Power of Attorney shall remain in full force and effect until the
consummation of the first underwritten public offering of the Common Stock
pursuant to a registration statement filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (or any successor
provision), with a concurrent listing on the New York Stock Exchange, the
American Stock Exchange, or the Nasdaq Stock Market, Inc.

<PAGE>   19


         This Power of Attorney may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed an original, and
such counterparts together shall constitute one instrument.


<PAGE>   20



         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 3rd day of February, 2000.



                               SUZANNE PRICE WILLIAMS 1999
                               GST TRUST


                               By: /s/ Suzanne Price Williams
                                  ---------------------------------------------
                                  Suzanne Price Williams, Trustee


                               By: /s/ Debra McIntosh, V.P. & Trust Officer
                                  ---------------------------------------------
                                  Smith Barney Private Trust Company, Trustee



<PAGE>   21



                                POWER OF ATTORNEY

         Know all by these presents, that the undersigned hereby constitutes and
appoints Charles W. (Bo) Price the undersigned's true and lawful
attorney-in-fact, including without limitation:

         1.       to execute for and on behalf of the undersigned, in the
                  undersigned's capacity as a holder of BroadbandNOW, Inc. Class
                  A Common Stock (the "COMMON STOCK"), any and all documents
                  related to (i) the financing, whether debt or equity, of
                  BroadbandNOW, Inc., and (ii) amendments to current or future
                  agreements to which the undersigned is a party related to any
                  debt or equity of BroadbandNOW, Inc.; provided, however, that
                  the attorney-in-fact may not sell, assign, transfer or convey
                  any of the undersigned's right, title and interest in and to
                  the Common Stock;

         2.       to act as the undersigned's proxy to (i) attend and vote at
                  shareholders' meetings of BroadbandNOW, Inc., (ii) otherwise
                  act for the undersigned at any such shareholders' meetings in
                  the same manner and with the same effect as if the undersigned
                  was personally present and acting thereon, (iii) waive notice
                  of any such shareholders' meetings, and (iv) execute consents
                  in lieu of shareholders' meetings of BroadbandNOW, Inc.; and

         3.       to exercise, do, or perform, as determined by such
                  attorney-in-fact in his sole and absolute discretion, any act,
                  right, power, duty or obligation whatsoever that the
                  undersigned now has or may acquire the legal right, power or
                  capacity to exercise, do, or perform in connection with,
                  arising out of, or relating to the Common Stock, except as set
                  forth above.

         The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done, or shall lawfully have already done or caused to be done, by virtue of
this Power of Attorney and the rights and powers herein granted.

         This Power of Attorney shall remain in full force and effect until the
consummation of the first underwritten public offering of the Common Stock
pursuant to a registration statement filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (or any successor
provision), with a concurrent listing on the New York Stock Exchange, the
American Stock Exchange, or the Nasdaq Stock Market, Inc.

         This Power of Attorney may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed an original, and
such counterparts together shall constitute one instrument.


<PAGE>   22



         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 3rd day of February, 2000.



                             CYNTHIA PRICE STALCUP 1999 GST TRUST


                             By: /s/ Cynthia Price Stalcup
                                -----------------------------------------------
                                Cynthia Price Stalcup, Trustee


                             By: /s/ Debra McIntosh, V.P. & Trust Officer
                                -----------------------------------------------
                                Smith Barney Private Trust Company, Trustee