<PAGE>   1
                                                                   EXHIBIT 10.42








                             SUBSCRIPTION AGREEMENT


                           dated as of January 6, 2000


                                     between


                             MARCUS & PARTNERS, L.P.


                                       and


                               BROADBANDNOW, INC.


















<PAGE>   2


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
SECTION                                                                                                        PAGE
<S>                   <C>                                                                                      <C>

                                                      ARTICLE I
                                                     DEFINITIONS


                                                     ARTICLE II
                                              SUBSCRIPTION FOR WARRANTs

SECTION 2.1.          Subscription for Warrant ...................................................................2

                                                    ARTICLE III.
                                                PURCHASE OF WARRANTS

SECTION 3.1.          Purchase and Issuance ......................................................................2
SECTION 3.2.          Restrictions on Transfer ...................................................................2
SECTION 3.3.          Legend .....................................................................................2

                                                     ARTICLE IV.
                                            ACKNOWLEDGMENTS OF SUBSCRIBER

SECTION 4.1.          Residence ..................................................................................3
SECTION 4.2.          Accredited Investor ........................................................................3
SECTION 4.3.          Exemption ..................................................................................3
SECTION 4.4.          No Registration ............................................................................3
SECTION 4.5.          Illiquidity ................................................................................3

                                                     ARTICLE V.
                                    REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER

SECTION 5.1.          Organization ...............................................................................4
SECTION 5.2.          Authority ..................................................................................4
SECTION 5.3.          No Consents; No Violations .................................................................4
SECTION 5.4.          No Litigation ..............................................................................4
SECTION 5.5.          No Broker ..................................................................................5
SECTION 5.6.          Solvency of Subscriber .....................................................................5
SECTION 5.7.          Access to Information ......................................................................5
SECTION 5.8.          Accredited Investor ........................................................................5
SECTION 5.9.          Investment Intent ..........................................................................5
SECTION 5.10.         No Recommendation ..........................................................................6
SECTION 5.11.         Independent Judgment .......................................................................6
SECTION 5.12.         No General Solicitation ....................................................................6
</TABLE>



<PAGE>   3


<TABLE>
<S>                   <C>                                                                                      <C>
                                                     ARTICLE VI.
                                      REPRESENTATIONS AND WARRANTIES OF COMPANY

SECTION 6.1.          Organization ...............................................................................6
SECTION 6.2.          Authority ..................................................................................6
SECTION 6.3.          No Consents; No Violations; Waiver of Preemptive Rights ....................................6
SECTION 6.4.          No Litigation ..............................................................................7
SECTION 6.5.          No Broker ..................................................................................7
SECTION 6.6.          Title to Warrant ...........................................................................7

                                                    ARTICLE VII.
                                    SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION

SECTION 7.1.          Survival ...................................................................................8
SECTION 7.2.          Indemnification by Subscriber ..............................................................8
SECTION 7.3.          Indemnification by the Company .............................................................8

                                                    ARTICLE VIII.
                                              MISCELLANEOUS PROVISIONS

SECTION 8.1.          Amendment and Modification .................................................................8
SECTION 8.2.          Waiver of Compliance; Consents .............................................................8
SECTION 8.3.          Assignment .................................................................................8
SECTION 8.4.          Expenses ...................................................................................9
SECTION 8.5.          Governing Law ..............................................................................9
SECTION 8.6.          Counterparts ...............................................................................9
SECTION 8.7.          Notices ....................................................................................9
SECTION 8.8.          Headings ..................................................................................10
SECTION 8.9.          Entire Agreement ..........................................................................10
SECTION 8.10.         Severability ..............................................................................10
SECTION 8.11.         Further Assurances ........................................................................10
</TABLE>



                                       ii

<PAGE>   4

                             SUBSCRIPTION AGREEMENT

         THIS SUBSCRIPTION AGREEMENT (this "AGREEMENT"), dated as of January 6,
2000, is by and between the subscriber designated on the signature page hereof
(the "SUBSCRIBER"), and BroadbandNOW, Inc., a Delaware corporation with an
address at 1440 Corporate Drive, Irving, Texas 75038 (the "COMPANY").

                                    RECITALS

         As of the date hereof, the Subscriber wishes to subscribe for and to
purchase from the Company a Warrant (the "WARRANT") to purchase 300,000 shares
of Class A Common Stock, par value $.001 per share, of the Company (the "COMMON
STOCK") and the Company wishes to accept such subscription and to issue the
Warrant to the Subscriber, all pursuant to the terms and conditions hereinafter
set forth.

                                    AGREEMENT

         In consideration of the foregoing and the mutual representations,
warranties, covenants and agreements contained herein, the Subscriber and the
Company, intending to be legally bound, hereby agree as follows:

                                   ARTICLE I.
                                   DEFINITIONS

         The following capitalized terms used in this Agreement shall have the
meanings (such definitions to be equally applicable to both the singular and
plural forms of the terms defined) set forth in this Article I.

         "AFFILIATE" means, with respect to any Person, any other Person that
directly or indirectly is controlling, controlled or under common control with
such Person.

         "AGREEMENT" or "THIS AGREEMENT" means this Subscription Agreement,
including all Schedules and Exhibits hereto.

         "DOLLAR" and "$" means the lawful money of the United States of
America.

         "LIEN" means any lien, pledge, charge, encumbrance, mortgage, deed of
trust, adverse ownership interest, hypothecation, assignment, security interest
or preference, priority or other security agreement or preferential arrangement
of any kind or nature whatsoever, other than one created or incurred by the
Company or its agents.

         "PERSON" means any individual, corporation, partnership, joint venture,
trust, limited liability company or corporation, unincorporated organization or
government or any agency or political subdivision thereof.



<PAGE>   5

                                  ARTICLE II.
                            SUBSCRIPTION FOR WARRANTS

         SECTION 2.1. SUBSCRIPTION FOR WARRANT. Subject to the terms and
conditions of this Agreement, the Subscriber hereby irrevocably subscribes for
and agrees to purchase the Warrant from the Company at a purchase price set
forth opposite Subscriber's name on Schedule A hereto (the "PURCHASE PRICE"),
and the Company hereby accepts such subscription and agrees to sell the Warrants
to the Subscriber on the date hereof upon receipt of the Purchase Price in
accordance with Section 3.1.

                                  ARTICLE III.
                              PURCHASE OF WARRANTS

         SECTION 3.1. PURCHASE AND ISSUANCE. Upon payment by the Subscriber of
the Purchase Price by wire transfer to the account identified by the Company,
the Company shall issue, sell and deliver to the Subscriber, and the Subscriber
shall purchase and accept, a certificate evidencing the Warrant, substantially
in the form of Exhibit A hereto, in the name of the Subscriber.

         SECTION 3.2. RESTRICTIONS ON TRANSFER. The Warrant may not be offered
for sale, sold, assigned, pledged, hypothecated, transferred or otherwise
disposed of, except (a) pursuant to an effective registration statement under
the Securities Act of 1933, as amended (the "SECURITIES ACT"), or in a
transaction that is exempt from registration under the Securities Act or for
which such registration is otherwise not required, (b) pursuant to an effective
registration statement under any applicable state act or in a transaction that
is exempt from registration under such state acts or for which such registration
otherwise is not required and (c) in accordance with the transfer restrictions
set forth in Section 5 of the Warrant.

         SECTION 3.3. LEGEND. Each certificate representing the Warrant shall be
stamped or otherwise imprinted with a legend substantially in the following
form:

         NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON THE
         EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
         AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE
         OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS
         AND UNTIL REGISTERED UNDER SAID ACT OR SUCH LAWS OR, IN THE OPINION OF
         COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE
         SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION DOES
         NOT VIOLATE THE PROVISIONS THEREOF.

         THIS WARRANT ALSO IS SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND
         OBLIGATIONS, TO WHICH ANY TRANSFEREE AGREES BY HIS ACCEPTANCE HEREOF,
         AS SET FORTH IN (1) THE SUBSCRIPTION AGREEMENT BETWEEN THE ISSUER AND
         THE SUBSCRIBER AND (2) THE CERTIFICATE OF INCORPORATION OF THE COMPANY,
         A COPY OF WHICH


                                       2
<PAGE>   6

         AGREEMENT AND CERTIFICATE MAY BE OBTAINED FROM THE COMPANY. NO TRANSFER
         OF SUCH WARRANT WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS
         ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT
         AND BY AN AGREEMENT OF THE TRANSFEREE TO BE BOUND BY THE RESTRICTIONS
         SET FORTH IN SAID SUBSCRIPTION AGREEMENT AND CERTIFICATE OF
         INCORPORATION.

                                  ARTICLE IV.
                          ACKNOWLEDGMENTS OF SUBSCRIBER

         The Subscriber hereby acknowledges as follows:

         SECTION 4.1. RESIDENCE. If the Subscriber is a corporation,
partnership, trust or other entity, it has its principal place of business as
set forth on Schedule A, and if the Subscriber is an individual, he or she is at
least 21 years of age and the address set forth on Schedule A is the
Subscriber's true and correct address and residence.

         SECTION 4.2. ACCREDITED INVESTOR. In order to purchase the Warrant, the
Subscriber must satisfy one of the criteria for an "accredited investor" as set
forth in Section 5.8 hereof, and the Company shall rely upon representations and
warranties made by the Subscriber herein in determining whether the Subscriber
is an accredited investor.

         SECTION 4.3. EXEMPTION. The Subscriber's right to purchase the Warrant
hereunder is expressly conditioned upon the exemption from qualification of the
offer and sale of the Warrant from applicable federal and state securities (or
"blue sky") laws.

         SECTION 4.4. NO REGISTRATION. Based upon the acknowledgments,
representations, warranties and agreements made by the Subscriber herein, the
Company (i) has determined that one or more of the exemptions from the
registration provisions of the Securities Act and applicable state securities
laws are applicable to the offer and sale of the Warrant, and (ii) has not
registered the Warrant under the Securities Act or state securities laws by
reason of such exemption(s).

         SECTION 4.5. ILLIQUIDITY. There is no public market for the Warrant, no
such market may develop for the Warrant, and even if a public market develops
for such Warrant, Rule 144 promulgated under the Securities Act requires, among
other conditions, a one-year holding period prior to the resale (in limited
amounts) of securities acquired in a non-public offering without having to
satisfy the registration requirements of the Securities Act.

                                   ARTICLE V.
                  REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER

         The Subscriber hereby represents and warrants to the Company that as of
the date hereof and as of the Subscription Date:




                                       3
<PAGE>   7

         SECTION 5.1. ORGANIZATION. The Subscriber (if a Person that is not an
individual) is an entity validly existing and in good standing under the laws of
its jurisdiction of organization.

         SECTION 5.2. AUTHORITY. The Subscriber has the power, authority and
capacity to execute and deliver this Agreement and to perform the Subscriber's
obligations hereunder. The execution, delivery and performance by the Subscriber
of this Agreement have been duly authorized by all necessary action; and this
Agreement has been duly executed and delivered by the Subscriber and is the
legal, valid and binding obligation of the Subscriber enforceable against the
Subscriber in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, receivership, conservatorship,
reorganization, liquidation, moratorium or similar events affecting the
Subscriber or the Subscriber's assets, or by general principles of equity.

         SECTION 5.3. NO CONSENTS; NO VIOLATIONS.

         (a) No authorization, approval or other action by, and no notice to or
filing with, any governmental, regulatory or legal authority or any other Person
is required for the due execution, delivery and performance by the Subscriber of
this Agreement or the consummation of the transactions contemplated hereby other
than such as has been obtained, given, effected or taken prior to the date
hereof.

         (b) The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby do not and shall not result
in any contravention of (i) any applicable law, rule or regulation of any
federal, state or local governmental or regulatory authority, (ii) any order,
writ, injunction, judgment, decree or award of any court, arbitrator, or
government or regulatory authority to which the Subscriber or any of the
Subscriber's properties are subject or (iii) any mortgage, contract, agreement,
deed of trust, license, lease or other instrument, arrangement, commitment,
obligation, understanding or restriction of any kind to which the Subscriber is
a party or by which any of the Subscriber's properties are bound.

         SECTION 5.4. NO LITIGATION. There is no pending or, to the best
knowledge of the Subscriber, threatened action or proceeding before any court,
governmental agency or arbitrator by or against, or involving the Subscriber or
the Subscriber's Affiliates or any of the Subscriber's property that questions
or challenges the validity or enforceability of this Agreement or any action
taken or to be taken by the Subscriber pursuant to this Agreement or in
connection with the transactions contemplated hereby.

         SECTION 5.5. NO BROKER. The Subscriber is not obligated to pay, and has
not retained any broker or finder or other Person that is entitled to, any
broker's or finder's fee or other commission based upon the consummation of the
transactions contemplated by this Agreement or any agreement contemplated
hereby.

         SECTION 5.6. SOLVENCY OF SUBSCRIBER. After giving effect to the
transactions contemplated by this Agreement, the Subscriber shall be solvent and
shall be able to pay the



                                       4
<PAGE>   8

Subscriber's anticipated liabilities as and when they become due. The payment of
the Purchase Price is being made in good faith and without any intent to hinder,
delay or defraud any of the creditors of the Subscriber.

         SECTION 5.7. ACCESS TO INFORMATION. The Subscriber has reviewed
information relating to the Company's business that the Company has provided to
the Subscriber and has had an opportunity to receive and review all other
documents and information that the Subscriber considers relevant or material to
the Subscriber's subscription for and purchase of the Warrant and to ask
questions of and receive satisfactory answers from the Company, or a person or
persons acting on behalf of the Company, concerning the Company, its business
and the terms and conditions of the purchase of the Warrant, and all such
questions have been answered to the full satisfaction of the Subscriber. The
Subscriber has been afforded full access to all documents, books and records of
the Company.

         SECTION 5.8. ACCREDITED INVESTOR. The Subscriber acknowledges that the
Subscriber has such knowledge and experience in investment, financial and
business matters (including, but not limited to, making investments in unlisted
and unregistered securities) that the Subscriber is capable of evaluating the
merits and risks of purchasing the Warrant. The Subscriber is an "accredited
investor" within the meaning of Rule 501 promulgated under the Securities Act by
virtue of being at least one of the following: (a) a corporation, or a
partnership or other entity not formed for the specific purpose of acquiring the
Warrant, in either case with total assets in excess of $5,000,000, (b) an
individual whose individual net worth, or joint net assets with such
individual's spouse, at the time of purchase exceeds $1,000,000 or (c) an entity
all of whose equity owners are described in (a) and/or (b).

         SECTION 5.9. INVESTMENT INTENT. The Subscriber is purchasing the
Warrant for investment, for the Subscriber's own account, and with no present
intention of reselling, directly or indirectly, participating in any
distribution of or otherwise disposing of the Warrant. The Subscriber shall be
the sole beneficial owner of the Warrant at the time of the issuance. The
Subscriber understands that no disposition may be made of the Warrant except as
provided in Section 3.2 of this Agreement, and that the Subscriber must bear the
economic risk of purchasing the Warrant for an indefinite period of time. The
Subscriber would be able to sustain a total or partial loss of the Subscriber's
investment in the Warrant should such loss occur.

         SECTION 5.10. NO RECOMMENDATION. The Subscriber acknowledges that no
federal or state agency has made any finding or determination relating to the
fairness for investment in the Warrant and no federal or state agency has
recommended or endorsed the Warrant.

         SECTION 5.11. INDEPENDENT JUDGMENT. The Subscriber is not purchasing
the Warrant based upon any representation, oral or written, by any Person with
respect to the future value of, or income from, the Warrant, but rather upon an
independent examination and judgment as to the prospects of the Company.

         SECTION 5.12. NO GENERAL SOLICITATION. The Warrant was not offered to
the Subscriber by means of general solicitation, publicly disseminated
advertisements or sales



                                       5
<PAGE>   9

literature or a seminar or meeting whose attendees had been invited by general
solicitation or publicly disseminated advertisements.

                                  ARTICLE VI.
                    REPRESENTATIONS AND WARRANTIES OF COMPANY

         The Company hereby represents and warrants that as of the date hereof
and as of the Subscription Date:

         SECTION 6.1. ORGANIZATION. The Company is a corporation validly
existing and in good standing under the laws of the State of Delaware and has
all requisite power and authority to enter into the transactions contemplated by
this Agreement.

         SECTION 6.2. AUTHORITY. The Company has the power and authority to
carry on its business as now conducted, to own or hold under lease its
properties, and to execute and deliver this Agreement, and to perform its
obligations hereunder. The execution, delivery and performance by the Company of
this Agreement has been duly authorized by all necessary action; and this
Agreement has been duly executed and delivered by the Company and is the legal,
valid and binding obligation of the Company enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, receivership, conservatorship, reorganization,
liquidation, moratorium or similar events affecting the Company or its assets,
or by general principles of equity.

         SECTION 6.3. NO CONSENTS; NO VIOLATIONS; WAIVER OF PREEMPTIVE RIGHTS.

         (a) No authorization, approval or other action by, and no notice or
filing with, any governmental, regulatory or legal authority or any other Person
is required for the due execution, delivery and performance by the Company of
this Agreement or the consummation of the transactions contemplated hereby other
than such as has been obtained, given, effected or taken prior to the date
hereof. Subject to the accuracy of the acknowledgments, representations and
agreements made by the Subscriber herein, no registration under the Securities
Act or any applicable state securities laws is required for the sale of the
Warrant to Subscriber in accordance with the provisions hereof.

         (b) The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby do not and shall not result
in any contravention of (i) the certificate of incorporation or the bylaws of
the Company, (ii) any applicable law, rule or regulation of any federal, state
or local governmental or regulatory authority, (iii) any order, writ,
injunction, judgment, decree or award of any court, arbitrator, or governmental
or regulatory authority to which the Company or any of its properties are
subject or (iv) any mortgage, contract, agreement, deed of trust, license, lease
or other instrument, arrangement, commitment, obligation, understanding or
restriction of any kind to which the Company is a party or by which any of its
properties are bound.



                                       6
<PAGE>   10

         (c) The preemptive rights granted to the holders of the Company's
Series A Preferred Stock (the "PREFERRED STOCK") as set forth in Section 2.3 of
the Certificate of Designations regarding the Preferred Stock have been waived
or shall have been waived prior to issuance of the Warrant in accordance with
such Certificate of Designations with regard to the issuance of the Warrant and
the Common Stock issuable upon the exercise thereof. The Warrant and the Common
Stock issuable upon the exercise thereof will not be issued in contravention of
any other preemptive rights.

         SECTION 6.4. NO LITIGATION. There is no pending or, to the best
knowledge of the Company, threatened action or proceeding before any court,
governmental agency or arbitrator by, against or involving the Company or its
Affiliates or any of its property, or any of its stockholders, managers or
employees that questions or challenges the validity or enforceability of this
Agreement or any action taken or to be taken by the Company pursuant to this
Agreement or in connection with the transactions contemplated hereby.

         SECTION 6.5. NO BROKER. The Company is not obligated to pay, and has
not retained any broker or finder or other Person that is entitled to, any
broker's or finder's fee or other commission based upon the consummation of the
transaction contemplated by this Agreement or any other agreement contemplated
hereby.

         SECTION 6.6. TITLE TO WARRANT. Upon the payment of the Purchase Price
to the Company and the issuance by the Company of the Warrant, each in
accordance with the terms of this Agreement, and upon delivery thereof the
Subscriber shall acquire good and indefeasible title to the Warrant, free and
clear of any and all liens, claims or encumbrances of any kind, other than
liens, claims or encumbrances created by or through the Subscriber.

                                  ARTICLE VII.
                  SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION

         SECTION 7.1. SURVIVAL. The representations and warranties of the
parties contained in this Agreement shall survive the execution and delivery of
this Agreement.

         SECTION 7.2. INDEMNIFICATION BY SUBSCRIBER. The Subscriber shall
indemnify and hold harmless the Company from and against any and all claims,
losses, liabilities and damages, including, without limitation, amounts paid in
settlement, reasonable costs of investigation and reasonable fees and
disbursements of counsel, arising out of or resulting from the inaccuracy of any
Subscriber representation or warranty or the breach by Subscriber of any
covenant or agreement contained herein or in any instrument or certificate
delivered pursuant hereto.

         SECTION 7.3. INDEMNIFICATION BY THE COMPANY. The Company shall
indemnify and hold harmless the Subscriber from and against any and all claims,
losses, liabilities and damages, including, without limitation, amounts paid in
settlement, reasonable costs of investigation and reasonable fees and
disbursements of counsel, arising out of or resulting from the inaccuracy of any
Company representation or warranty or the breach by Company of any covenant or
agreement contained herein or in any instrument or certificate delivered
pursuant hereto.




                                       7
<PAGE>   11

                                 ARTICLE VIII.
                            MISCELLANEOUS PROVISIONS

         SECTION 8.1. AMENDMENT AND MODIFICATION. This Agreement may be amended,
modified or supplemented only by written agreement of the parties hereto.

         SECTION 8.2. WAIVER OF COMPLIANCE; CONSENTS. Any failure of a party
hereto to comply with any obligation, covenant, agreement or condition herein
may be waived by the other party hereto; provided, however, that any such waiver
may be made only by a written instrument signed by the party hereto granting
such waiver, but such waiver or failure to insist upon strict compliance with
such obligation, covenant, agreement or condition shall not operate as a waiver
of, or estoppel with respect to, any subsequent or other failure. Whenever this
Agreement requires or permits consent by or on behalf of any party hereto, such
consent shall be given in writing in a manner consistent with the requirements
for a waiver of compliance as set forth in this Section 8.2, with appropriate
notice in accordance with Section 8.7 of this Agreement.

         SECTION 8.3. ASSIGNMENT. This Agreement and all of the provisions
hereof shall be binding upon the parties hereto and their respective successors
and permitted assigns. Any party hereto may assign any of such party's rights
hereunder, but no such assignment shall relieve such party of such party's
liability for such party's obligations hereunder, provided that any assignee of
the Subscriber's rights hereunder shall at the time of such assignment be a
transferee of the Warrant in accordance with Article 3, and at the time of the
exercise of any rights hereunder shall be the record holder of such Warrant.
Nothing in this Agreement, expressed or implied, is intended or shall be
construed to confer upon any Person, other than the parties hereto and any
successors and permitted assigns, any rights, remedy or claim under or by reason
of this Agreement or any provision herein contained.

         SECTION 8.4. EXPENSES. All fees and expenses (including all fees of
counsel and accountants) incurred by any party in connection with the
negotiation and execution of this Agreement shall be borne by the party who
incurred them; provided, however, that certain expenses shall be payable in
accordance with Section 2 of that letter agreement, dated December 21, 1999,
between Subscriber and the Company.

         SECTION 8.5. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware (without regard
to its conflicts of law doctrines).

         SECTION 8.6. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but both of which
together shall constitute one and the same instrument.

         SECTION 8.7. NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if delivered by
hand, mailed by registered or certified mail (return receipt requested) or sent
by a nationally recognized overnight delivery


                                       8
<PAGE>   12

service to the parties at the following addresses (or at such other address for
a party as shall be specified by like notice):

         If to the Subscriber to the addresses set forth on Schedule A hereto.

         If to the Company:

                  BroadbandNOW, Inc.
                  1440 Corporate Drive
                  Irving, Texas  75038
                  Attn:  Matthew Hutchins

         with a copy to (such copy not to constitute notice):

                  King & Spalding
                  1185 Avenue of the Americas
                  New York, NY 10036
                  Attn:  Mark Zvonkovic, Esq.

         SECTION 8.8. HEADINGS. The article and section headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.

         SECTION 8.9. ENTIRE AGREEMENT. This Agreement embodies the entire
agreement and understanding of the parties hereto in respect of the subject
matter contained herein. This Agreement supersedes all prior agreements and
understandings between the parties hereto with respect to such subject matter.

         SECTION 8.10. SEVERABILITY. If any one or more provisions contained in
this Agreement shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement, but this Agreement shall
be construed as if such invalid, illegal or unenforceable provision had never
been contained herein.

         SECTION 8.11. FURTHER ASSURANCES. Each party to this Agreement shall
execute such documents or instruments and take such other action as the other
party hereto may reasonably request after the date hereof in order to effectuate
the transactions contemplated hereby.

                            [SIGNATURE PAGES FOLLOW]



                                       9
<PAGE>   13





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


                                MARCUS & PARTNERS, L.P.

                                By:    Marcus & Partners Holdings, L.L.C.


                                       By:
                                          -----------------------------------
                                          Name:  Jeffrey A. Marcus
                                          Title: Manager



                                BROADBANDNOW, INC.


                                By:
                                   ------------------------------------------
                                   Name:  Matthew Hutchins
                                   Title: President



<PAGE>   14




                                   SCHEDULE A



Subscriber:                    Marcus & Partners, L.P.

Purchase Price:                $175,000

Notices:                       Marcus & Partners, L.P.
                               300 Crescent Court, Suite 800
                               Dallas, Texas 75201
                               Attention:  Jeffrey A. Marcus

                               with copies to:

                               Weil Gotschal & Manges LLP
                               100 Crescent Court, Suite 1300
                               Dallas, Texas 75201
                               Attention:  Michael A. Suslaw



<PAGE>   15



                                    EXHIBIT A

                                 FORM OF WARRANT