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                                                                   EXHIBIT 10.12



                        CONFIDENTIAL TREATMENT REQUESTED


                         MASTER HIGH SPEED DATA SERVICES
                                ACCESS AGREEMENT


This MASTER HIGH SPEED DATA SERVICES ACCESS AGREEMENT (this "Agreement") is
entered into as of the 5th day of August 1998, by and between I(3)S INC., a
Texas corporation, with an address at 1330 River Bend, Suite 600, Dallas, Texas
75247-4953 ("I(3)S"); and CABLE PLUS HOLDING COMPANY, a Washington corporation,
with an address at 11400 S.E. 6th Street, Suite 120, Bellevue, Washington 98004
("Cable Plus"); together with I(3)S being sometimes hereinafter collectively
referred to as the "parties", and individually as a "party".


                                    RECITALS

WHEREAS, Cable Plus currently provides cable television programming and
telephone services to multiple dwelling units ("MDUs") and their residents in
several metropolitan markets throughout the United States;

WHEREAS, I(3)S provides system integration and network services, including,
without limitation, high speed data services, as more specifically described in
Exhibit D attached hereto and incorporated herein by reference ("HSDS"), to
multiple system franchise cable operators ("MSO"), private cable operators
("PCO"), apartment owners, and real estate investment trusts ("REIT"),
nationwide; and

WHEREAS, Cable Plus and I(3)S desire to provide HSDS to MDUs, current and
future, served by Cable Plus in accordance with the terms of this Agreement.

NOW, THEREFORE, the parties hereto hereby covenant and agree as follows:

                                    ARTICLE 1
                         REPRESENTATIONS AND WARRANTIES

1.1  REPRESENTATIONS AND WARRANTIES OF CABLE PLUS. In order to induce I(3)S to
     enter into this Agreement, Cable Plus represents and warrants as follows:

     (a)  ORGANIZATION AND QUALIFICATION. Cable Plus is a corporation duly
          organized and validly existing and in good standing under the laws of
          the State of Washington; has all requisite power and authority to own
          its property and assets and to carry on its business as, and in the
          places where, such property and assets are owned or such business is
          now conducted; and is duly qualified to do business and is in good
          standing in every other jurisdiction in which such qualification is
          necessary or desirable.

     (b)  TITLE. Cable Plus, its subsidiaries or affiliates, have good, valid
          and indefeasible title to its personal property and equipment
          necessary to the provision of HSDS and all such property is free and
          clear of all adverse

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          claims, interests and liens, except as has been heretofore disclosed
          in writing to I(3)S.

     (c)  ENFORCEABLE OBLIGATIONS; AUTHORIZATION. This Agreement is a legal,
          valid and binding obligation, enforceable in accordance with its
          terms; the making and performance of this Agreement have been duly
          authorized by all necessary action; are within the power and authority
          of Cable Plus; will not contravene or violate any legal requirement,
          shareholders agreement of Cable Plus, or charters of Cable Plus; and
          will not result in the breach of, or constitute a default under, any
          agreement, instrument, judgment, license, order, franchise or permit
          to which Cable Plus is a party, or any of its property may be bound or
          affected.

     (d)  PERMITS, LICENSES, ETC. Cable Plus possesses all material permits,
          licenses, franchises rights, trademarks, trademark rights, trade
          names, trade name rights and copyrights which are required to conduct
          the business of HSDS and carry out its responsibilities under this
          Agreement.

     (e)  MDU PROPERTY AND OPERATING AGREEMENTS. All MDU property or operating
          agreements to which Cable Plus, or its subsidiaries and affiliates,
          are a party and that pertain to this Agreement are in full force and
          effect, and to Cable Plus's, its subsidiaries' and affiliates'
          knowledge it has not received notice of default with regard to any
          such MDU property or operating agreement that would adversely affect
          the provision of HSDS at any MDU property.

     (f)  INSURANCE. Cable Plus carries insurance with reputable insurers in
          respect of Cable Plus' property pertaining to HSDS in such amounts and
          against such risks as are customarily maintained by other persons of
          similar size engaged in similar businesses.

     (g)  RIGHT OF ACCESS: Subject to the review and approval by I(3)S of the
          related Right of Entry agreements in favor of Cable Plus, Cable Plus
          possesses the right to grant I(3)S a derivative right of entry for the
          provision of HSDS to the MDU properties covered by this Agreement.

     (h)  SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
          warranties made by or on behalf of Cable Plus shall survive the
          execution and delivery of this Agreement, and any investigation at any
          time made by or on behalf of I(3)S shall not diminish its rights to
          rely thereon.

1.2  REPRESENTATIONS AND WARRANTIES OF I(3)S. In order to induce Cable Plus to
     enter into this Agreement, I(3)S represents and warrants as follows:


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     (a)  ORGANIZATION AND QUALIFICATION. I(3)S is a Texas corporation duly
          organized and validly existing and in good standing under the laws of
          the State of Texas; has all requisite power and authority to own its
          property and assets and to carry on its business as, and in the places
          where, such property and assets are owned or such business is now
          conducted; and is duly qualified to do business and is in good
          standing in the State of Texas and in every other jurisdiction in
          which such qualification is necessary or desirable.

     (b)  NO DEFAULTS. I(3)S is not in default under any instrument or agreement
          existing as of the date hereof which I(3)S is bound that may adversely
          affect its ability to perform its obligations under this Agreement;
          and no default hereunder has occurred and is continuing.

     (c)  TITLE. I(3)S has good, valid and indefeasible title to its property
          that pertains in any way to HSDS, and all such property is free and
          clear of all adverse claims, interests and liens, except as has been
          heretofore disclosed in writing to Cable Plus.

     (d)  ENFORCEABLE OBLIGATIONS; AUTHORIZATION. This Agreement is a legal,
          valid and binding obligation of I(3)S, enforceable in accordance with
          its terms; the making and performance by I(3)S of this Agreement have
          been duly authorized by all necessary action; are within the power and
          authority of I(3)S; will not contravene or violate any legal
          requirement, shareholders agreement of I(3)S, or articles of
          incorporation or bylaws of I(3)S; and will not result in the breach
          of, or constitute a default under, any agreement, instrument,
          judgment, license, order, franchise or permit to which I(3)S, is a
          party, or any of its property may be bound or affected.

     (e)  PERMITS, LICENSES, ETC. I(3)S possesses all material permits,
          licenses, franchises rights, trademarks, trademark rights, trade
          names, trade name rights and copyrights which are required to conduct
          the business of HSDS and carry out its responsibilities under the
          Agreement.

     (f)  INSURANCE. I(3)S carries commercial general liability insurance
          (including premises/operations liability, independent contractors
          liability, contractual liability, products liability, completed
          operations liability, broad form property damage liability, personal
          injury liability and extended bodily injury and death coverage) in a
          minimum amount of Two Million ($2,000,000) per occurrence and Two
          Million ($2,000,000) of the Agreement aggregate combined single limit
          for bodily injury or death, personal injury or property damage. I(3)S
          shall name Cable Plus as an additional insured under these policies
          for claims related to Cable Plus's acts under this Agreement.

     (g)  I(3)S LICENSES. I(3)S possesses all requisite licenses from third
          parties necessary to provide HSDS to Cable Plus MDU properties and
          their residents.

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     (h)  SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
          warranties made by or on behalf of I(3)S shall survive the execution
          and delivery of this Agreement, and any investigation at any time made
          by or on behalf of Cable Plus shall not diminish its rights to rely
          thereon.


                                    ARTICLE 2
                                      TERM

TERM. This Agreement shall have an initial term of three (3) years (the "Initial
Term"). The Initial Term shall begin on the date that this Agreement is signed
by both parties, or such other date as is mutually agreed in writing by the
parties ("Effective Date"). The Initial Term may be automatically extended after
the third anniversary of the Effective Date for additional one (1) year periods
unless one party notifies the other party in writing not less than one hundred
eighty (180) days prior to the then anniversary date of the notifying party's
intent to terminate this Agreement; and further, provided, however, that the
term of this Agreement shall be automatically extended to always be coterminous
with the term (including any extensions thereof) of any and all individual
property agreements between I(3)S and Cable Plus entered into pursuant to
Section 3.2. Notwithstanding the direction and authorization of the immediately
preceding sentence, the Initial Term may be automatically extended, at the
option of Cable Plus upon written notice to I(3)S, for an additional two (2)
year period commencing on the third anniversary date of the Effective Date, and
in such event Cable Plus shall be entitled to receive an increase of *** ** of
the then Cable Plus Revenue Sharing Fee throughout the remaining term of this
Agreement.

                                    ARTICLE 3
                                   EXCLUSIVITY

3.1  EXCLUSIVITY. Except as otherwise precluded herein with respect to
     non-disclosure and non-competition, neither Cable Plus nor I(3)S shall be
     precluded from entering into agreements with third parties to provide HSDS
     to such parties' customers thereunder. Notwithstanding the foregoing, Cable
     Plus shall not provide HSDS, in whole or in part, or a competitive service,
     directly or indirectly, to MDU properties served by I(3)S under the
     terms and provisions of this Agreement.

3.2  EXCLUSIVE RIGHT TO PROVIDE HSDS SERVICE. During the term of this Agreement,
     and any extension thereof, Cable Plus shall, subject to the non-disclosure
     and non-competition provisions stated herein, present to I(3)S certain
     additional MDU properties for consideration by I(3)S with respect to
     providing HSDS service to the individual MDU property. Within thirty (30)
     days of receipt by I(3)S of the Right Of Entry Agreements pertaining to the
     selected MDU properties, I(3)S shall conduct a review of the MDU property
     and the associated Right Of Entry Agreement and determine whether it
     desires to provide HSDS service. If I(3)S so elects, then unless Cable
     Plus, in its sole discretion, determines that it will be required to assume
     the cost of significantly upgrading the particular MDU property's master
     antennae

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     cable television system to allow for the provision of HSDS at said MDU
     property, Cable Plus shall grant I(3)S an exclusive right to provide HSDS
     to the MDU property in accordance with the terms of this Agreement
     beginning on the date that HSDS is available for distribution at the
     selected MDU property. As soon as practicable, but no more than within
     sixty (60) days of certification by Cable Plus that the master antennae
     cable television system at the particular MDU property is capable of
     providing HSDS, I3S will install, or cause to be installed, the required
     equipment and local loop circuit to provide HSDS at said MDU property.

                                    ARTICLE 4
                       AFFIRMATIVE COVENANTS OF CABLE PLUS

4.1  Cable Plus unconditionally covenants and agrees to do and perform, or cause
     to be done and performed, the following:

     (a)  Cable Plus shall maintain its corporate existence and remain in good
          standing under the laws of and in every other jurisdiction in which
          such qualification to do business is necessary or desirable.

     (b)  Cable Plus shall maintain in full force and effect all material
          permits, licenses, franchise rights, trademarks, trademark rights,
          trade names, trade name rights and copyrights, if any, which are
          required to conduct the business of HSDS.

     (c)  Cable Plus shall maintain in full force and effect adequate insurance
          with reputable insurers in respect of Cable Plus's property pertaining
          to HSDS, in such amounts and against such risks as is customarily
          maintained by other persons of similar size engaged in similar
          businesses.

     (d)  Cable Plus shall use its best efforts to assist I(3)S in providing
          HSDS on MDU properties mutually selected by Cable Plus and I(3)S on
          terms and conditions acceptable to I(3)S; which MDU properties shall
          be added as Riders to Exhibit A attached hereto and incorporated
          herein by reference for all purposes. Further, if permitted by the
          owner of the MDU property, Cable Plus shall cooperate in causing a
          Memorandum describing the existence of this Agreement (substantially
          in the form of Exhibit__, attached to this Agreement) to be recorded
          with the title for such MDU properties and all liens thereto.

     (e)  As more specifically described in Exhibit B attached hereto and
          incorporated herein by reference, Cable Plus shall assume and timely
          pay (subject to any defenses and rights provided in its agreements
          with property owners) all operating and capital costs and expenses, if
          any, associated with any and all:

          (1)  Monthly recurring MDU on site cabling and wiring maintenance;
          (2)  Property owner revenue sharing, if any;
          (3)  Insurance on Cable Plus capital equipment related to HSDS;


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          (4)  Cable Plus-specific training for HSDS;
          (5)  MDU property cabling and wiring upgrades;
          (6)  Adequate on-site MDU space for the installation and maintenance
               of I(3)S equipment;
          (7)  Monthly customer service representatives (non-I(3)S personnel),
               as necessary, at Cable Plus's discretion; and
          (8)  Any leasing agent sales commissions, as previously mutually
               agreed to in writing between I(3)S and Cable Plus.

                                    ARTICLE 5
                          AFFIRMATIVE COVENANTS OF I(3)S

5.1  I(3)S covenants and agrees to do and perform, or cause to be done and
     performed, the following:

     (a)  I(3)S shall maintain its corporate existence and remain in good
          standing under the laws of the State of Texas and in every other
          jurisdiction in which such qualification to do business is necessary
          or desirable.

     (b)  I(3)S shall not become in default under any instrument or agreement
          I(3)S is bound that may adversely affected its ability to perform its
          obligations under this Agreement.

     (c)  I(3)S shall possess and maintain good, valid, indefeasible and
          marketable title to its property that pertains in any way to HSDS, and
          all such property shall remain free and clear of any adverse claims,
          interests and liens, except as has been heretofore disclosed in
          writing to Cable Plus.

     (d)  I(3)S shall maintain in full force and effect all material permits,
          licenses, franchise rights, trademarks, trademark rights, trade names,
          trade name rights and copyrights which are required to conduct the
          business of HSDS.

     (e)  As more specifically described in Exhibit C attached hereto and
          incorporated herein by reference, I(3)S shall assume and pay all
          operating and capital costs and expenses associated with any and all:

          (1)  Non-recurring and monthly recurring private Internet exchange
               points;
          (2)  Non-recurring and monthly recurring switch maintenance;
          (3)  Non-recurring and monthly recurring POP transport;
          (4)  Non-recurring and monthly recurring Dallas network operations
               center costs (including installation costs);
          (5)  Customer support IP technicians and engineers (NOC, Help Desk and
               field personnel);
          (6)  I(3)S-specific training;
          (7)  Insurance on I(3)S capital equipment;
          (8)  I(3)S-specific travel and entertainment;


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          (9)  Switch site equipment (including installation costs);
          (10) Peering point routers;
          (11) Private Internet exchange point hardware (including installation
               costs);
          (12) I(3)S network infrastructure equipment;
          (13) Transport facilities;
          (14) Backbone transport facilities;
          (15) Peering interconnection facilities;
          (16) Non-recurring and monthly recurring local loop costs;
          (17) Non-recurring and monthly recurring property maintenance (LCE,
               Router, DSU/CSU);
          (18) Non-recurring and monthly recurring IP headend maintenance;
          (19) CSR platform and services (non-Cable Plus);
          (20) Internet browser platform user license;
          (21) MDU property IP equipment (LCE, Router, DSU/CSU);
          (22) IP master headend equipment;
          (23) Non-recurring local loop transport costs;
          (24) Customer billing and collections;
          (25) HSDS marketing and promotion;
          (26) Any leasing agent sales commissions, as mutually agreed to
               between I(3)S and Cable Plus; and
          (27) Costs associated with operation and maintenance of I(3)S'
               equipment at the MDU.


                                    ARTICLE 6
             DESCRIPTION OF HIGH SPEED DATA SERVICES PROVIDED BY I(3)S

6.1  DESCRIPTION OF HSDS. During the term of this Agreement, I(3)S shall
     provide, to the MDU properties mutually agreed by the parties and
     identified in Exhibit A as amended from time to time, the HSDS, in whole or
     in part, more particularly described and set forth in Exhibit D. Unless
     I(3)S and Cable Plus have theretofore agreed to compensate Cable Plus in
     connection with the provision of additional HSDS residential subscriber
     access services other than those set forth in Exhibit D attached hereto
     ("Non-HSDS Subscriber Access Services"), pursuant to good faith
     negotiations between the parties, I3S shall not directly provide, market or
     promote to any MDU properties identified in Exhibit A Non-HSDS Subscriber
     Access Services on a revenue basis, including telephony, cable television
     or alarm services in any form, whether transmitted over the Internet or
     otherwise without prior written consent of Cable Plus, which consent shall
     not be unreasonably withheld.

                                    ARTICLE 7
                   DEFINITION OF HSDS SERVICE LEVEL STANDARDS

7.1  DEFINITION OF HSDS SERVICE LEVEL STANDARDS. Subject to the conditions,
     qualifications and limitations set forth herein, including, without
     limitation, those set forth in Exhibit E attached hereto and incorporated
     herein by reference, during



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     the term of this Agreement, I(3)S shall offer, or cause to be offered, the
     more stringent of the service level standards pertaining to various aspects
     of HSDS, as more particularly described and set forth in Exhibit E, or
     those service level standards required by law or promulgated by applicable
     industry standard setting bodies. At all times, the property owner of any
     MDU property served by I(3)S pursuant to this Agreement shall be a third
     party beneficiary of this Agreement for the purpose of enforcing the
     obligations of I(3)S as stated herein.


                                    ARTICLE 8
             REVENUE ALLOCATION; CUSTOMER ACCESS PRICING; BRANDING

8.1  REVENUE ALLOCATION. All monthly HSDS revenue generated by customers under
     the Agreement shall be collected by I(3)S throughout the term of the
     Agreement; provided, however, that, by the fifteenth (15th) day of each
     month I(3)S shall pay Cable Plus a revenue sharing fee ("Cable Plus Revenue
     Sharing Fee") calculated on the basis of total subscriber access revenue
     (exclusive of, without limitation, subscriber premise equipment
     installation charges, subscriber service charges, and subscriber equipment
     sales or leases, provided that any of the above are sums that are "passed
     through" at cost by or on behalf of I(3)S,) actually collected by or on
     behalf of Cable Plus and I(3)S for the immediately preceding month in
     accordance with the following table, unless Cable Plus elects to perform
     order taking and billing services to the subscribers, in which case a
     revised revenue share shall be agreed between the parties, pursuant to good
     faith negotiations, with Cable Plus receiving compensation commensurate
     with industry standards.
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
      Penetration on Property                Base Monthly Fee              Additional Incentive to Drive
                                                                                   Penetration

  (Sum of the total number of paying         (Percentage of Gross          (Percentage of Gross Connectivity
    subscribers per day, per month           Connectivity Revenue)                   Revenue)
divided by the number of apartment units
            on property)
-------------------------------------------------------------------------------------------------------------
<S>                                          <C>                           <C>
0% to 10%                                              *                                  *
-------------------------------------------------------------------------------------------------------------
Greater than 10% to 15%                                *                                  *
-------------------------------------------------------------------------------------------------------------
Greater than 15% to 20%                                *                                  *
-------------------------------------------------------------------------------------------------------------
Greater than 20% to 30%                                *                                  *
-------------------------------------------------------------------------------------------------------------
Greater than 30% to 40%                                *                                  *
-------------------------------------------------------------------------------------------------------------
Greater than 40%                                       *                                  *
-------------------------------------------------------------------------------------------------------------
</TABLE>

     I(3)S agrees to make and to maintain such books, records and accounts as
     are necessary to verify the Cable Plus Revenue Sharing Fee and the payments
     due Cable Plus under this Agreement. A certified public accountant selected
     by Cable Plus may upon reasonable notice and during normal business hours
     inspect the records of I(3)S on which the payments to Cable Plus are based.
     The expense of any such audit shall be born by Cable Plus, except that
     I(3)S shall, within thirty (30) days of completion of the audit, reimburse
     Cable Plus for the expense of any such audit that discloses that Cable Plus
     has been underpaid in the amount of five percent (5%) or


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     more of the total amount of payments due under this Agreement for any
     period Cable Plus in its discretion identifies.

8.2  CUSTOMER ACCESS PRICING; MARKET PLANS. With the intent to increase HSDS
     penetration at each MDU served under this Agreement, upon reasonable
     approval by Cable Plus of any changes in the price schedule, I(3)S shall
     establish the price at which access to the HSDS is made available to
     customers and end-users; provided that, at all times I(3)S shall provide
     its services at prices that are competitive for similar services being
     generally offered in the same geographical area. With respect to all
     marketing plans pertaining to HSDS, said marketing plans shall be mutually
     established by Cable Plus and I(3)S.

8.3  BRANDING. With respect to HSDS, and the promotion thereof, I(3)S and Cable
     Plus shall mutually establish the brand names, logos, labels, trademarks,
     service marks and other such identifying promotional characteristics
     pertaining to the same throughout the term of this Agreement. Promotional
     materials shall be co-branded with the trademarks of each party and both
     parties shall participate in developing the marketing plans for the HSDS to
     be provided at the MDU properties covered hereby. Promotional materials
     under this Section shall be subject to review and approval of both parties.


                                    ARTICLE 9
                        SPECIFIC HSDS SOFTWARE WARRANTIES

9.1  OWNERSHIP; AUTHORITY. I(3)S represents and warrants that the software
     utilized hereunder (collectively, the "Products") are free and clear of all
     liens and encumbrances, and that it has full power and authority to utilize
     the rights granted to it with respect to such Products without the consent
     of any other person or that such consent has been obtained, and that to the
     knowledge of I(3)S the Products utilized hereunder will not infringe or
     violate any copyright, trade secret, trademark, patent or other
     intellectual property rights of any third party.

9.2  COMPLIANCE WITH APPLICABLE LAWS. Each party represents and warrants that
     the services performed by such party pursuant to this Agreement shall be in
     compliance with all applicable federal, state, county, and municipal laws,
     rules and regulations.


                                   ARTICLE 10
                                 INDEMNIFICATION

10.1 INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. I(3)S shall defend, indemnify
     and hold harmless Cable Plus, its directors, officers, shareholders,
     employees and agents and its successors and assigns, from and against any
     and all claims, demands, actions, liabilities, losses, damages and
     expenses, including, without limitation, settlement costs and reasonable
     attorneys' fees, arising out of or relating


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     to any actual or alleged infringement of any third party's trade secrets,
     trademark, service mark, copyright, patent or other intellectual property
     rights (the "Intellectual Property Rights") in connection with the use of
     said Intellectual Property Rights under or related to this Agreement.
     I(3)S' obligation pursuant to the immediately preceding sentence is subject
     to the following conditions: (i) Cable Plus shall give I(3)S prompt written
     notice of all actions, claims or threats against Cable Plus of infringement
     or violation of Intellectual Property Rights; (ii) Cable Plus shall permit
     I(3)S to elect to assume complete control of such claims at its sole
     discretion and expense; and (iii) Cable Plus shall cooperate fully with
     I(3)S in defending against claims, including making known or available to
     the indemnifying party, upon reimbursement of all costs associated with
     provision or reproduction of, all records and document pertaining to
     claims.


10.2 CROSS INDEMNIFICATION FOR OBLIGATIONS UNDER THIS AGREEMENT. Each Party
     hereby agrees to indemnify, defend and hold harmless the other party and
     each of its officers, directors, employees and agents from any and all
     damages, liabilities, costs and expenses, including, without limitation,
     reasonable attorneys' fees and expenses, arising out of, under or in
     connection with the indemnitor party's duties, obligations, actions or
     performance under this Agreement. Whenever a claim shall arise for
     indemnification under this Section, the relevant indemnitee, as
     appropriate, shall promptly notify the indemnifying party and request the
     indemnifying party to defend the same. Failure to so notify the
     indemnifying party shall not relieve the indemnifying party of any
     liability that the indemnifying party might have, except to the extent that
     such failure prejudices the indemnifying party's ability to defend such
     claim. The indemnifying party shall have the right to defend against such
     liability or assertion, in which event the indemnifying party shall give
     written notice to the indemnitee of acceptance of the defense of such claim
     and the identity of counsel selected by the indemnifying party. Except as
     set forth below, such notice to the relevant indemnitee shall give the
     indemnifying party full authority to defend, adjust, compromise or settle
     such claim with respect to which such notice shall have been given, except
     to the extent that any compromise or settlement shall prejudice the
     intellectual property rights of the relevant indemnitees. The indemnifying
     party shall consult with the relevant indemnitee prior to any compromise or
     settlement that would affect the intellectual property rights or other
     rights of any indemnitee, and the relevant indemnitee shall have the right
     to refuse such compromise or settlement and, at the refusing party's or
     refusing parties' cost, to take over such defense, provided that in such
     event the indemnifying party shall not be responsible for, nor shall it be
     obligated to indemnify the relevant indemnitee against any cost or
     liability in excess of such refused compromise or settlement. With respect
     to any defense accepted by the indemnifying party, the relevant indemnitee
     shall be entitled to participate with the indemnifying party in such
     defense if the claim requests equitable relief or other relief that could
     affect the rights of the indemnitee and also shall be entitled to employ
     separate counsel for such defense at such indemnitee's expense. In the
     event the indemnifying party does not accept the defense of any indemnified
     claim as provided above, the relevant indemnitee shall


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     have the right to employ counsel for such defense at the expense of the
     indemnifying party. Each party agrees to cooperate, and to cause its
     employees and agents to cooperate, with the other party in the defense of
     any such claim, and the relevant records of each party shall be available
     to the other party with respect to any such defense.


                                   ARTICLE 11
                        PROTECTION OF PROPRIETARY RIGHTS

11.1 DEFINITION. During the term of this Agreement,  I(3)S and Cable Plus may
     come into possession of information relating to each other's business which
     is considered confidential or proprietary (the "Confidential Information").
     Confidential Information shall include, without limitation, the HSDS
     software and documentation, all of I(3)S's and Cable Plus's trade secrets
     and all know-how, design, invention, plan or process and information
     relating to I(3)S's and Cable Plus's respective business operations,
     customer lists and leads, services, products, research and development and
     all other similar information.

11.2 RESTRICTIONS; NON-DISCLOSURE; NON-USE. Each party shall maintain the
     confidentiality of such Confidential Information and not show or otherwise
     disclose such Confidential Information to any third parties, including, but
     not limited to, independent contractors and consultants, without the prior
     written consent of the disclosing party. Each party shall use the
     Confidential Information solely for purpose of performing its obligations
     under this Agreement. Neither party shall use or exploit, directly or
     indirectly, the Confidential Information of the other party. There shall be
     no implied license granted to the receiving party by the disclosing party
     to use Confidential Information by virtue of the disclosure of such
     Confidential Information hereunder. Each party shall indemnify and hold
     harmless the other party from any loss or damage the other party may
     sustain as a result of the wrongful use or disclosure by such party (or any
     employee, agent, licensee, contractor, assignee or delegate of the other
     party) of its Confidential Information.

11.3 AUTHORIZED DISCLOSURES. Notwithstanding the obligations described in
     Section 11.2 above, neither party shall have any obligation to maintain the
     confidentiality of any Confidential Information which: (i) is or becomes
     publicly available by other than unauthorized disclosure by the receiving
     party; (ii) is independently developed by the receiving party without
     reference to Confidential Information of the disclosing party as
     established by documentary evidence in the receiving party's files; or
     (iii) is received from a third party who has lawfully obtained such
     Confidential Information without a confidentiality restriction. If required
     by any court of competent jurisdiction or other governmental authority, the
     receiving party may disclose to such authority, data, information or
     material involving or pertaining to Confidential Information to the extent
     required by such order, provided that the receiving party shall first have
     notified the disclosing party, at the earliest practical opportunity, that
     an action seeking disclosure has been filed, and


                                                                            11
<PAGE>   12

     has used its best efforts to obtain a protective order reasonably
     satisfactory to the disclosing party sufficient to maintain the
     confidentiality of such data, information or materials.

11.4 LIMITED ACCESS. Each party shall limit the use and access of Confidential
     Information to such party's bona fide employees or agents who have a need
     to know such information for purposes of conducting the receiving party's
     business. Each party shall notify all employees and agents who have access
     to Confidential Information or to whom disclosure is made that the
     Confidential Information is the confidential, proprietary property of the
     disclosing party and shall instruct such employees and agents to maintain
     the Confidential Information in confidence.

11.5 CONTINUING OBLIGATIONS. Each party's obligations under this Article 11
     shall survive the termination or expiration of this Agreement for three (3)
     years thereafter.

11.6 CONFIDENTIALITY OF TERMS: Unless approved in advance by the non-disclosing
     party, except for the existence of this Agreement, the terms and provisions
     of this Agreement shall remain strictly confidential and shall not be
     disclosed to any third party other than a party's attorneys, accountants
     and other professional advisers.


                                   ARTICLE 12
                     DEFAULT; EARLY TERMINATION; EXPIRATION

12.1 DEFAULT. Upon the occurrence of any of the following events, a party shall
     be deemed to be in default under this Agreement:

     (a)  Material breach of any warranty or misrepresentation by the defaulting
          party;

     (b)  Material failure to perform the defaulting party's obligations
          hereunder, including with respect to I(3)S its failure to (i) maintain
          the service standards set forth in Section 7.1 hereof, and (ii) make
          the payments to Cable Plus set forth in Section 8.1 hereof.

     (c)  The defaulting party's ceasing to conduct business in the normal
          course, insolvency, the making of a general assignment for the benefit
          of its creditors, suffering or permitting the appointment of a
          receiver or similar officer for its business or assets or availing
          itself of, or becoming subject to, any proceeding under the United
          States Federal Bankruptcy Laws or any federal or state statute
          relating to solvency or the protection of the rights of creditors; or

     (d)  Making of any warranty, representation, statement or response in
          connection with this Agreement which was untrue in any material
          respect on the date it was made by the defaulting party.


                                                                            12
<PAGE>   13

12.2 REMEDIES. In the event the defaulting party fails to cure any default set
     forth hereunder for a period of ninety (90) days after written notice of
     such default by the non-defaulting party, the non-defaulting party may
     terminate this Agreement without further obligation on the part of the
     non-defaulting party, and pursue any claims at law or in equity against the
     defaulting party.

12.3 FAILURE TO EXERCISE REMEDY. The remedies set forth above are cumulative,
     but the non-defaulting party is under no obligation to exercise any such
     remedy. The exercise of, or failure to exercise, any such remedies shall
     not prevent any future exercise of the same or any other remedies or
     release the defaulting party from its obligations under this Agreement.

12.4 EFFECT OF TERMINATION. In the event of termination or expiration of any of
     Cable Plus's Right Of Entry Agreements at MDU properties identified in
     Exhibit A, I(3)S' derivative right of entry through Cable Plus to provide
     HSDS with respect to that individual MDU property may be terminated by the
     owner of said MDU property. Cable Plus and I(3)S shall then cooperate to
     establish terms under which the parties will continue to jointly provide
     delivery of HSDS) at such MDU property. If, after ninety (90) days, the
     parties are unable to establish mutually acceptable terms, I(3)S shall not
     be precluded from entering into an agreement with the owner of said MDU
     property for the continued delivery of HSDS.

12.5 CABLE PLUS'S RESTRICTION AFTER INITIAL TERM EXPIRATION. In the event that
     this Agreement is not extended and expires by its terms upon the expiration
     of the Initial Term, and I(3)S is not then in default hereunder, then, for
     a period of two (2) years thereafter, Cable Plus shall be precluded, by
     itself or through an affiliate, from providing any HSDS that utilizes (i)
     the specific technology platform then being utilized by I(3)S at the date
     of expiration of this Agreement at the MDU properties covered by this
     Agreement on the date of expiration, or (ii) any technology introduced by
     I(3)S to Cable Plus during the term of this Agreement.


12.6 I(3)S' RESTRICTION AFTER INITIAL TERM EXPIRATION. In the event that this
     Agreement is not extended and expires by its terms upon the expiration of
     the Initial Term, and Cable Plus is not then in default hereunder, then,
     for a period of two (2) years thereafter, I(3)S shall be precluded, by
     itself or through an affiliate, from providing HSDS, cable television or
     telecommunications services at the MDU properties covered by this Agreement
     on the date of expiration.


12.7 REMOVAL OF HSDS EQUIPMENT. Upon termination of this Agreement, I(3)S shall
     have the option, but not the obligation, of removing within one hundred
     twenty (120) days of termination, at I(3)S' expense, any and/or all of the
     equipment associated with the provision of HSDS at the MDU properties then
     subject to termination hereunder, but in no event shall I(3)S remove any
     distribution wiring of said MDU properties. In connection with such
     removal, Cable Plus shall provide, or cause to be provided, I(3)S with
     reasonable access to the MDU property, and shall pay I(3)S an amount equal
     to


                                                                            13
<PAGE>   14

     the amortized value of all elements remaining on the distribution wiring
     and in active use at the MDU property, calculated on the basis of a seven
     (7) year amortization period. I(3)S shall restore the MDU property to the
     reasonable satisfaction of the owner thereof after removal of any such HSDS
     equipment, normal wear and tear excepted. Any portion of the HSDS equipment
     not removed by I(3)S from the MDU property within the stated time frame
     will be deemed abandoned in favor of the owner of the MDU property, and
     I(3)S shall no longer have any liability or responsibility in connection
     therewith.


                                   ARTICLE 13
                           NOTICE; PUBLIC DISCLOSURES

13.1 NOTICE. Any notice, demand or other communication required or permitted by
     any provision of this Agreement shall be deemed to have been sufficiently
     given or served for all purposes when delivered in person or sent by
     registered or certified mail, return receipt requested, all postage and
     other charges prepaid, to the respective addresses of the parties first
     noted above, or at such other address as may be designated by notice from
     such party to the other party pursuant to their terms of this section.


13.2 PUBLIC DISCLOSURES. All media releases, public announcements, and public
     disclosures by either party of its employees, agents or representatives
     relating to this Agreement or the subject matter hereof, excluding any
     announcement beyond the control of this disclosing party, will be approved
     by the non-disclosing party in writing prior to release.


                                   ARTICLE 14
                                  MISCELLANEOUS

14.1 ENTIRE AGREEMENT. This Agreement, together with the schedules, attachments
     and exhibits attached hereto or referred to herein, constitutes the entire
     Agreement and understanding among the parties hereto and is the final
     expression of their Agreement and no evidence of oral or other written
     promises shall be binding. All other prior agreements or understandings
     related to the subject hereof among the parties, whether written or oral,
     shall be null and void and of no further force and effect upon the
     execution of this Agreement. This Agreement shall be binding upon and inure
     to the benefit of the parties hereto and their respective successors and
     permitted assigns.

14.2 INCORPORATION BY REFERENCE. The schedules, exhibits and attachments
     referred to herein or attached hereto are hereby incorporated in and to
     this Agreement and made a part hereof by this reference.

                                                                            14
<PAGE>   15
14.3  AMENDMENT; MODIFICATION. This Agreement may not be supplemented, amended,
      modified or otherwise altered except by written instrument executed by all
      the parties hereto and no course of dealing or trade usage among or
      between the parties shall be effective to supplement, amend, modify or
      alter this Agreement.

14.4  WAIVER. The failure to enforce or to require the performance at any time
      of any of the provisions of this Agreement herein shall in no way be
      construed to be a waiver of such provisions, and shall not affect either
      the validity of this Agreement, any part hereof or the right of any party
      thereafter to enforce each and every provision in accordance with the
      terms of this Agreement.

14.5  GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF WASHINGTON.

14.6  SEVERABILITY. If any severable provision of this Agreement is deemed
      invalid or unenforceable by any judgment of a court of competent
      jurisdiction, the remainder of this Agreement shall not be affected by
      such judgment, and this Agreement shall be carried out as nearly as
      possible according to its original terms and intent, unless to do so would
      substantially impair the underlying purposes of this Agreement.

14.7  CAPTIONS. The captions and headings appearing in this Agreement are
      included solely for convenience of reference and shall not be construed or
      interpreted to affect the meaning or interpretation of this Agreement.

14.8  FORCE MAJEURE. Neither party shall be responsible for any failure to
      comply with or for any delay in performance of the terms of this
      Agreement, including, but not limited to, delays in delivery, where such
      failure or delay is directly or indirectly caused by or results from
      events of force majeure beyond the control of either party. These events
      shall include, but not be limited to, fire, flood, earthquake, accident,
      civil disturbance, war, acts of God, or acts or government.

14.9  HIRING PROHIBITED. During the term of this Agreement and for a period of
      one (1) year thereafter, neither party shall solicit for hire or hire any
      employee of the other party who has directly performed services under this
      Agreement as a part of their employment.

14.10 PERFORMANCE REVIEW. In the event of any dispute or controversy between the
      parties of any kind or nature, upon the written request of either party,
      each of the parties will appoint a designated officer whose task it will
      be to meet for the purpose of resolving such dispute or controversy or to
      negotiate for an adjustment to any provision of this Agreement needed to
      resolve such dispute or controversy. Such officers will discuss the
      dispute or controversy and negotiate in good faith in an effort to resolve
      the dispute or controversy or renegotiate the applicable section or
      provision of this Agreement without the necessity of any formal proceeding
      relating thereto. No formal proceedings for the judicial or arbitrational
      resolution of


                                                                            15

<PAGE>   16
      such dispute or controversy may be commenced until either or both of the
      designated officers conclude in good faith that an amicable resolution
      through continued negotiation of the matter at issue is not likely to
      occur.

14.11 ARBITRATION. Except where otherwise expressly provided, the parties hereby
      agree to submit to arbitration any and all disputes, controversies,
      differences, or claims which may arise between them in relation to or out
      of this Agreement, or the breach thereof. Claims for failure to protect
      the proprietary rights of a party under this Agreement shall not be
      submitted to arbitration under this Section unless agreed to in writing by
      the parties. If the parties fail to reach an amicable settlement or
      earlier resolution by mutual agreement, any controversy or claim relating
      to this Agreement shall be submitted to final and binding arbitration
      pursuant to the Rules of the American Arbitration Association then in
      effect, by three arbitrators knowledgeable of said rules and as to
      industry standards. Venue for the arbitration shall be located in the
      state where the defending party is located applying the law of the state
      where the arbitration is being conducted. One arbitrator will be appointed
      by each party within ten (10) days of the filing of the arbitration claim
      and the two arbitrators shall appoint a third arbitrator within thirty
      (30) days. None of the arbitrators shall be related to or have any direct
      or indirect interest in I(3)S or Cable Plus. The arbitrators will be
      instructed to consider, in making any determination, the customary
      practices in the industry to the extent such practices exist. The
      arbitration proceeding shall commence within thirty (30) days of the
      selection of the arbitrators. Discovery shall be limited as deemed
      appropriate by the arbitrators. The arbitrators shall be authorized to
      provide for interim and final injunctive relief. The parties acknowledge
      and agree that such arbitration shall be the sole forum for such interim
      and final injunctive relief and the parties agree to accept and abide by
      such injunctive relief. The arbitrators shall have the right but not the
      obligation to award to the prevailing party the cost of resolving any
      dispute regarding this Agreement or the formation, breach, enforcement or
      performance hereof, including any reasonable fees of attorneys,
      accountants and expert witnesses incurred by the prevailing party.
      Punitive damages shall not be recoverable in any arbitration initiated
      pursuant to this Agreement. Judgment upon the award rendered by the
      arbitrators may be entered in any court having jurisdiction thereof.
      Notwithstanding anything to the contrary contained herein, if, at any time
      an initiating party can show that it would suffer irreparable harm by
      following the above procedures solely because of the time that it would
      take to engage the arbitrators and the non-filing party will not agree to
      immediately appoint the arbitrators and that money damages would not be
      adequate to compensate it for the harm so suffered, the initiating party
      may apply to any court of competent jurisdiction for an order or judgment
      granting that party a provisional remedy, including, but not limited to, a
      temporary restraining order, a preliminary injunction or an attachment.

14.12 BINDING NATURE; ASSIGNABILITY. This Agreement shall be binding on the
      parties hereto, and their respective successors and assigns, including,
      without limitation, the confidentiality and non-competition provisions set
      forth herein. Upon prior


                                                                            16
<PAGE>   17
      written notice to the other party, either party may assign its rights and
      delegate its duties under this Agreement; provided however, that the
      assignee party must unconditionally assume in writing, and agree to be
      bound by, the right, duties and obligations of the assignor party under
      this Agreement. Notwithstanding the above, I(3)S shall not, without the
      prior written consent of Cable Plus, assign its rights or delegate its
      duties under this Agreement to a third party that is a direct private
      cable or private telephone competitor with Cable Plus.

14.13 RELATIONSHIP OF THE PARTIES. Notwithstanding anything to the contrary in
      this Agreement, under no circumstances will either party be deemed to be
      in any relationship with the other party carrying with it fiduciary or
      trust responsibilities. The parties do not intend for this Agreement or
      the relationship established thereby to be considered the formation of a
      joint venture or partnership between the parties for any purpose. I(3)S
      has the sole right to supervise, manage, contract, direct, procure,
      perform or cause to be performed the day-to-day work to be performed by
      I(3)S under this Agreement unless otherwise expressly provided herein or
      agreed to by the parties in writing.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written

I(3)S, INC.                                 CABLE PLUS HOLDING COMPANY

By: /s/ JIM PRICE                           By: /s/ GARY OMALLEY
   --------------------------------             --------------------------------
        Jim Price                           Printed Name:  Gary Omalley
        President                                        -----------------------
                                            Title:  SVP
                                                   -----------------------------
Date:   8-5-98                              Date:  8-4-98
     ------------------------------               ------------------------------

                                                                             17


<PAGE>   18

                                    EXHIBIT A

                               MDU PROPERTY RIDERS



     1.   MDU Property Owner/Agent: _____________________

     2.   Term of Property Agreement: _______________________

     3.   Acknowledgement by Owner of Right of HSDS Access to Property
          (Attached)

     4.   Location of MDU Property: ___________________


     5.   Contact Person/Leasing Agent:___________________

     6.   CATV/MATV Site Survey Information:



     7.   Number of Units:__________________________

     8.   Number of Buildings:________________________

     9.   Current Occupancy:__________________________

     10.  Existing Property Age or New Build: _________



                                                                            18
<PAGE>   19
                                    EXHIBIT B

                              PROPERTY NETWORK AND
                           LOCAL LOOP CHARACTERISTICS

     CABLE PLUS'S RESPONSIBILITIES:

     o    Cause the cable antennae television (CATV) infrastructure at the
          Property to comply with FCC requirements.

     o    Maintain CATV infrastructure at the Property to provide bi-directional
          HSDS delivery to all subscribers.

     o    Cause the bi-directional CATV infrastructure to exceed the minimal
          operational requirements of the I(3)S HSDS system, which are:
<TABLE>
<CAPTION>
---------------------------------------------------------- ----------------------------------
MINIMUM CATV NETWORK REQUIREMENTS                                   VALUE
        FOR i3s.net HSDS
---------------------------------------------------------- ----------------------------------
<S>                                                         <C>
Amplitude variations inband
  Forward channel                                           5 dB total
  Return channel                                            5 dB total
---------------------------------------------------------- ----------------------------------
Group delay variation inband
  Forward channel                                           60 nsec/MHz, 240 nsec total
  Return channel                                            200 nsec/MHz, 800 nsec total
---------------------------------------------------------- ----------------------------------
Maximum tap to tap variation                                27 dB
---------------------------------------------------------- ----------------------------------
Dynamic range on receiver                                   -15 dBmV to +15 dBmV
---------------------------------------------------------- ----------------------------------
Maximum return/upstream loss                                49 dB
---------------------------------------------------------- ----------------------------------
Minimum carrier to noise                                    22 dB
---------------------------------------------------------- ----------------------------------
Minimum carrier to interference                             25 dB
---------------------------------------------------------- ----------------------------------
</TABLE>
               Provide, or cause to be provided sufficient bandwidth within the
               CATV infrastructure at the Property to satisfy expected
               Subscriber demand for HSDS and for future expansion as Subscriber
               penetration on the property increases.

     Provide, or cause to be provided, proper space, security and power for data
     communication equipment necessary to provide Internet delivery and other
     data services on the property.

                                                                            19
<PAGE>   20
     Provide, or cause to be provided, an CATV drop, connection or port in each
     Subscriber's unit consistent with location of Subscriber's CPU and/or
     requested location.

               The end-to-end performance of HSDS is probabilistic and subject
               to anomalous short-lived usage patterns by Subscribers which will
               affect both the utilization of the local-loop circuits and the
               i3s.net national backbone from time to time.

CABLE PLUS SHALL:

     Assist in the execution of a standard ISP contract for Subscribers with
     terms and conditions mutually acceptable to CABLE PLUS and I(3)S.

     Designate a point of contact for I(3)S Network Operations Center (NOC) to
     report problems or failures during CABLE PLUS's normal business hours.

                                                                            20
<PAGE>   21
                                    EXHIBIT C

                                     GENERAL

I(3)S RESPONSIBILITIES:

     Install, maintain and operate data delivery equipment for each property
     offering HSDS. Installation and maintenance will meet or exceed
     manufacturer's specifications. CABLE PLUS will assist I(3)S with
     pre-installation engineering of the CATV infrastructure at the Property and
     site survey questionnaires, installation, testing and preparation of
     maintenance schedules.

     Integrate all data delivery equipment for each property into the I(3)S
     Element Management System portion of its Network Management Platform using
     SNMP and RMON. I(3)S will monitor all data delivery equipment twenty-four
     hours per day, seven day per week (24x7).

     Assume the cost of the acquisition of I(3)S-specified data communication
     equipment conforming to the I(3)S design for HSDS and necessary to provide
     termination and delivery of HSCS between the Subscriber and the I(3)S POP
     in each Market.

     Order, provision, install and maintain local loop pathways between each
     property and I(3)S POP in each Market with a bandwidth of not less than
     1.544 Mb/s (T1). In addition, as the number of Subscribers on each property
     increases, scale the local loop bandwidth so that each simultaneously
     active user averages approximately 1 Mb/s ninety eight percent (98%) of the
     time. Both parties acknowledge that Configure and operate all data delivery
     equipment to efficiently integrate with the rest of the I3s.net network.

                                POINT OF PRESENCE
                     FEATURES AND ESTABLISHMENT REQUIREMENTS

I(3)S RESPONSIBILITIES:

     Acquire, install and maintain data communication equipment at each POP for
     the termination and transmission of HSDS from properties to the i3s.net
     national network backbone.

     I(3)S will determine the location of its main presence in each Market to be
     consistent with its own operational practices (which currently include
     co-locating within its carrier's central offices in each Market).

          Acquire, install, maintain and operate Internet peering relationships
          at public and private Internet Exchange Points (EP) with other Tier 1
          Internet backbone networks throughout the United States.



                                                                            21
<PAGE>   22

          Acquire, install, maintain and operate computers and software to
          provide Network Management and provide Internet services for
          Subscribers. To provide these functions, I(3)S will employ a
          combination of locally-distributed-to-the-POP servers as well as
          globally centralized servers consistent with its overall network
          design and operational practices.

          Order, provision, install, maintain and operate data
          transport/carriage pathways from each POP, EP and/or NOC with a
          bandwidth not less than 45 Mb/s (DS-3) interconnection. In addition,
          as the number of Subscribers on Market increases, scale the bandwidth
          so that each simultaneously active user averages approximately 1 Mb/s
          ninety eight percent (98%) of the time. Both parties acknowledge that
          the end-to-end performance of HSDS is probabilistic and subject to
          anomalous short-lived usage patterns by Subscribers which will affect
          both the utilization of the local-loop circuits and the i3s.net
          national backbone from time to time.




                               CUSTOMER HELP LINE
                          SERVICE AND REQUIRED FEATURES



     I(3)S Responsibilities:

     Provide toll free numbers for:

          Inquires about the HSDS product

          Ordering and scheduling installation of HSDS products

          Billing inquiries

          Initial technical support inquires


     Operate 24x7 customer service call center operation.

     Maintain sufficient customer service staff and call center capacity to
     connect to Subscribers within 5 minutes of call entering processing
     operation.

     Resolve billing issues within 24 hours 95% of time.

     Resolve property network issues within 24 hours 95% of time.

     Develop and publish escalation procedure for Help Desk and attendants
     related to network issues.


                                                                            22
<PAGE>   23


     Provide toll free number for:

          Technical support for all HSDS issues

          Technical support for Subscriber CPU hardware and software issues
          related to HSDS

          Technical support for cable modem issues

     Answer toll free line consistent with the CABLE PLUS/I(3)S service co-brand

     Operate 24x7 customer service call center operation.

     Maintain sufficient customer service staff and call center capacity to
     connect to Subscribers within 5 minutes of call entering processing
     operation.

     Resolve technical issues within 24 hours if a phone call is required 95% of
     time.

     Resolve technical issues within 48 hours if a truck roll is required 95% of
     time.

     Develop and publish escalation procedure for Help Desk and attendants
     related to network issues.

     Develop and publish escalation procedures for CABLE PLUS to contact
     regarding technical issues related to the network.

     Provide training support for CABLE PLUS's customer service representatives
     (train-the-trainer support).

                 SUBSCRIBERS' HARDWARE AND SOFTWARE INSTALLATION
                  SPECIFICATIONS AND INSTALLATION REQUIREMENTS

I(3)S SHALL:

     Verify that potential Subscribers' personal computers meet the
     I(3)S-established minimum requirements for the supplied software and the
     HSDS service.

     Make an appointment with each new Subscriber to meet the I(3)S installation
     personnel for the installation of the HSDS in the Subscriber's unit.

     Supply I(3)S with Subscribers' information required to install, provision
     and complete the set up of Subscribers' HSDS service. CABLE PLUS and I(3)S
     will jointly develop an appropriate paper-form-based system or automated
     system to facilitate this process.

     Verify, or cause to be verified, the CATV connection completed to the
     Subscriber's specified location exceeds the minimum operational
     requirements for the I(3)S-supplied network interface card (NIC) and the
     I(3)S HSDS service.


                                                                            23
<PAGE>   24
     Verify, or cause to be verified, that all CATV services function properly
     after I(3)S completes installation.

     Maintain a sufficient inventory of NICs for the Property and develop
     procedures to restock the NICs as used in Subscriber installations.

     Issue and install the required number of NICs for the service requested by
     the Subscriber.

     Meet the Subscriber at the Subscribers location at the scheduled time
     within the tolerances and limits as defined in the I(3)S Service Level
     Agreement. Install the required NIC(s) in the Subscriber's unit.

     Install any required TCP/IP protocols and Internet software suite in the
     Subscriber's personal computer.

     Offer the Subscriber a brief introduction to the HSCS to be performed at
     the time of installation. This introduction will include how to launch the
     service, how to find the training material on the i3s.net Web site, how to
     find the Subscriber Support Section on the i3s.net Web site and how to call
     for technical assistance or support.

     Obtain signatures required to verify that installation was executed
     properly and to the satisfaction of the Subscriber.

     Provide CABLE PLUS with a copy of the installation transaction
     documentation verifying that the completed installation is ready for
     billing. This documentation will include the cable modem delivery receipt,
     the ISP contract and the completed work order.

                       PROCEDURES FOR DETECTION AND NOTICE
              OF CABLE PLUS PROPERTY NETWORK OR LOCAL LOOP FAILURES

I(3)S SHALL:

     Use the CATV system, and certain network management features that it
     provides, to monitor the availability and quality of CABLE PLUS's property
     network (its CATV infrastructure at the Property).

     Report to CABLE PLUSs' designated engineering point of contact any problems
     observed by the I(3)S NOC in the course of operating the CATV system
     network management features.


                                                                            24
<PAGE>   25

     Report to CABLE PLUS's designated engineering point of contact any problems
     determined by Subscriber contact in the course of operating the Subscriber
     Help Desk.

     Offer to CABLE PLUS a read-only direct computer interface into the I(3)S
     CATV system's network management platform for the purposes of direct
     observation of the information produced by the management platform and
     possible enhancement of CABLE PLUS's Property network operations. If CABLE
     PLUS elects to implement a read-only direct-computer interface, CABLE PLUS
     will be responsible for all of the costs associated with such an interface.


                                                                            25
<PAGE>   26
                                    EXHIBIT D

                  DEFINITION OF HIGH-SPEED DATA SERVICES (HSDS)
                            Features and Requirements

THE I(3)S HSDS INCLUDES:

Data Network services that provide transport and peering functions to the global
Internet, including, without limitation:

     o    A broadband access network on MDU properties composed of one or more
          headend reference nodes, interfaced with an CATV distribution system
          at the Property and one or more network interface cards (NIC) within
          Subscriber PCs;

     o    A local loop network that connects the headend reference node on each
          MDU property to the I(3)S regional point-of-presence (POP) in each
          metropolitan area served by I(3)S;

     o    A regional point-of-presence network that connects the POP to the
          i3s.net national Internet backbone;

     o    A national Internet backbone consisting of broadband communication
          facilities for the transport of data among I(3)S POPs and public and
          private Exchange Points where data and Internet routing information
          will be exchanged with other networks peered with i3s.net;

     o    A national Network Operations Center (NOC).

Certain computer services that include:

     o    Membership system for user authentication and authorities;
     o    Personalization services for customizing content to user preferences;
     o    Internet mail (SMTP and POP3);
     o    Internet newsgroups (NNTP) composed of approximately 25,000
          newsgroups;
     o    Internet World Wide Web (HTTP) services;
     o    Internet chat (IRC and MIRC);
     o    White-pages-style directory services;
     o    Internet locator services;
     o    Conferencing and collaboration bridges;
     o    Streaming multimedia services such as Microsoft's NetShow and
          Progressive Network's RealMedia;
     o    Electronic commerce services.

                                                                            26
<PAGE>   27
A branded suite of client software that include:

     o    Web browser;
     o    Mail reader;
     o    News reader;
     o    Chat client;
     o    Conferencing and collaboration client;
     o    Appropriate plug-ins and ActiveX controls.

Certain customer service functions that include:

     o    A National Customer Care Center;
     o    A telephone and network-based customer help desk;
     o    A Trouble Reporting facility;
     o    A customer billing system.

Certain multimedia-rich content that showcases the capabilities of HSDS that
includes:

     o    Original content created by I(3)S;
     o    Aggregated content created by others but licensed by I(3)S and
          improved for uses in a HSDS system;
     o    Aggregated content created by others but licensed by I(3)S and used
          unimproved.

                                                                            27
<PAGE>   28

                                    EXHIBIT E

INTRODUCTION

     This Exhibit entitled "Service Level Agreement" ("SLA") sets out operation
     specifications and requirements for HSDS provided by I(3)S for the
     residents or customers of Cable Plus (herein sometimes called "Teaming
     Associate"). The SLA shall encompass data services originating and
     terminating within the I(3)S internetwork ("i3s.net").

     The HSDS provided by I(3)S shall meet the operations specification and
     requirements stated herein, which are generally stated in terms of events
     or outcomes, rather than terms of specific hardware, software or procedural
     requirements. For the purposes of the SLA, i3s.net shall relate to that
     portion of the global Internet operated by I(3)S, originating within end
     users' customer premises and terminating within I(3)S computers or
     transported and peered at a public or private Internet Exchange Point.

     For the purposes of the SLA, a "Trouble" or "Trouble Report" shall relate
     to i3s.net or I(3)S provided services (or resold services), but shall
     exclude customer error, defects in "customer premises equipment" ("CPE"),
     defects in customers' computers, defects in distribution coaxial cable,
     defects in distribution fiber optics defects in cable television systems
     and network problems experienced by destination networks at or beyond
     Internet Exchange Points.

                            Performance Requirements

     Percent Customer Service Order Beginning Commitment Dates Timely Met

          This parameter is generally indicative of the timely beginning of work
          on orders from customers for new service or orders to make changes in
          their existing service.

          The timely beginning parameter is calculated by dividing the total
          Customer Service Orders begun on or before the date and clock hour
          promised to the customer that the service order would be started by
          the total number of service orders initiated in each calendar month
          and multiplying by 100.

          I(3)S shall exhibit greater than 90% Customer Service Order Beginning
          Commitment Dates Timely Met per month.


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     Percent Customer Service Order Completion Commitment Dates Timely Met

          This parameter is generally indicative of the timely completion of
          work on orders from customers for new service or orders to make
          changes in their existing service and the timely completion of those
          service orders.

          The timely completion parameter is calculated by dividing the total
          Customer Service Orders completed on or before the date and clock hour
          promised to the customer that the service order would be completed by
          the total number of service orders initiated in each calendar month
          and multiplying by 100.

          I(3)S shall exhibit greater than 90% Customer Service Order Completion
          Commitment Dates Timely Met per month.


     Percent of Network Availability

          This parameter is generally indicative of the availability of the
          network to transport and peer customer data at an Internet Exchange
          Point, or, in the event that the customer data is to be fulfilled by
          computers within i3s.net, generally indicative of the availability of
          to transport data to the I(3)S servers and the availability of the
          servers.

          This parameter is calculated by dividing the number of seconds that
          the network is available for each customer by the total number of
          customer-seconds in each calendar month and multiplying by 100.

          Specifically excluded from the Network Availability calculation shall
          be regularly scheduled maintenance windows or ad hoc maintenance
          windows scheduled and announced 24 hours in advance in the 13s.net
          Customer Support Web Site.

          Specifically excluded from the Network Availability calculation shall
          be periods of time where the cable television distribution plant
          (operated by the Teaming Associate or its designated third party
          operator) exceed the follow table of acceptable values:
<TABLE>
<CAPTION>
---------------------------------------------------- ---------------------------
      AMPLITUDE VARIATION INBAND                     1 dB/MHz., 5 dB TOTAL
              UPSTREAM
---------------------------------------------------- ---------------------------
<S>                                                  <C>
Amplitude Variation Inband Downstream                1 dB/MHz., 5 dB total
---------------------------------------------------- ---------------------------
Group Delay Variation Inband                         200 nsec./MHz., 800 nsec.
---------------------------------------------------- ---------------------------
</TABLE>

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<PAGE>   30
<TABLE>
<CAPTION>
------------------------------------------------ -------------------------------
<S>                                              <C>
Upstream                                         total
------------------------------------------------ -------------------------------
Group Delay Variation Inband Downstream          60 nsec./MHz., 240 nsec. total
------------------------------------------------ -------------------------------
Tap to Tap Level Variation                       <27 dB
------------------------------------------------ -------------------------------
</TABLE>
          I(3)S shall exhibit greater than 98% Network Availability per month.

     Percent Customer Calls Answered within 45 Seconds by I(3)S Personnel

          This parameter is based upon the number of customers calls answered
          within 15 seconds by a human operator or by an ACD queue greeting
          during the hours of operation of the I(3)S National Customer Care
          Center and thereafter to be answered by a customer representative with
          30 seconds. At a minimum, the I(3)S National Customer Care Center
          shall operate from 8:00 a.m. to 5:00 p.m. Central Time, Monday through
          Friday exclusive of holidays.

          This parameter is calculated by dividing the number of calls answered
          with 45 seconds by the total number of calls answered seconds in each
          calendar month and multiplying by 100.

          I(3)S shall exhibit greater than 90% of Customer Calls Answered within
          45 Seconds per month.



     Percent of Trouble Reports Resolved Timely

          This parameter is related to the number of Trouble Reports resolved
          within the following windows:

               o    For Trouble Reports received by I(3)S at the I(3)S National
                    Customer Care Center prior to 2:00 p.m. Central Time, Monday
                    through Friday, excepting holidays, will be cleared by the
                    end of the next business day.

               o    For Trouble Reports received by I(3)S at the I(3)S National
                    Customer Care Center after 2:00 p.m. Central Time, Monday
                    through Friday, excepting holidays, will be cleared by noon
                    of the second business day thereafter.

          This parameter is calculated by dividing the total trouble reports
          cleared on or before the date and clock hour promised to the customer
          the total


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          number of Trouble Tickets cleared in each calendar month and
          multiplying by 100.

          I(3)S shall exhibit greater than 90% Trouble Reports Cleared Timely
          per month, according to the terms of this section for trouble that can
          be resolved by I(3)S alone.



     Percent Customer Repair Visit Appointments Met

          This parameter is related to the customer commitments made by the
          I(3)S National Customer Care Center for repairs that require a repair
          visit to customers' sites or premises.

          This parameter is calculated by dividing the total Customer Repair
          Visits Appointments met on or before the date and clock hour promised
          to the customer by the total number of Customer Repair Visit
          Appointments initiated in each calendar and multiplying by 100.

          I(3)S shall exhibit greater than 90% Customer Repair Commitment Met
          per month.



     Percent of Customer Bills Prepared Timely

          This parameter is related to the generation of Customer Bills for
          delivery to customers by mail, electronic mail or credit card billing.

          This parameter is calculated by dividing the number of Customer Bills
          generated and sent to customers within twenty (20) business days of
          the end of the billing cycle by the total number Customer Bills
          generated in each calendar month and multiplying by 100.

          I(3)S shall exhibit greater than 95% Customer Bills Prepared Timely
          per month.



     Percent of Customer Bills Prepared Accurately

          This parameter is related to the accuracy of Customer Bills for
          delivery to customers by mail, electronic mail or credit card billing.


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          This parameter is calculated by dividing the number of Customer Bills
          generated that do not require an adjustment due to a billing error
          caused I(3)S by the total number Customer Bills generated in each
          calendar month and multiplying by 100.

          I(3)S shall exhibit greater than 95% Customer Bills Prepared
          Accurately per month.

                                     REPORTS

          I(3)S shall undertake commercially reasonable efforts to provide to
          Teaming Associates reports within twenty (20) business days of the end
          of each calendar month, the reports listed below in this section, each
          of which may be provided separately or provided on a consolidated
          basis:

               A report depicting total subscribers, gross new customers and
               gross customers terminated separated by product tier and
               property.

               New service orders, Trouble Reports opened and closed or cleared
               as appropriate separated by date and property.

               Aggregate I(3)S National Customer Care Center data depicting the
               distribution of call waiting time in general and the percent
               calls answered and calls abandoned respectively.

               Billing summaries describing the date(s) bills were sent to
               customers, and the billed revenue disaggregating major categories
               of service.

                                    HOLIDAYS

New Years Day
Memorial Day
Memorial Day
Independence Day
Labor Day
Thanksgiving
Day after Thanksgiving
Christmas

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