HIGH SPEED ACCESS CORP
PLAN OF LIQUIDIATION AND DISSOLUTION
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<TYPE>EX-10.23
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<FILENAME>d03984exv10w23.txt
<DESCRIPTION>PLAN OF LIQUIDIATION AND DISSOLUTION
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EXHIBIT 10.23

PLAN OF LIQUIDATION AND DISSOLUTION OF HIGH SPEED ACCESS CORP.

                       PLAN OF LIQUIDATION AND DISSOLUTION

                                       OF

                             HIGH SPEED ACCESS CORP.

THIS PLAN OF LIQUIDATION AND DISSOLUTION (THE "PLAN") PROVIDES FOR THE COMPLETE
LIQUIDATION AND DISSOLUTION OF HIGH SPEED ACCESS CORP., A DELAWARE CORPORATION
(THE "CORPORATION"), IN ACCORDANCE WITH SECTIONS 275 AND 281(B) OF THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE (THE "DGCL") AND SECTION 331 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), PURSUANT TO THE
FOLLOWING STEPS:

            1. This Plan shall become effective upon the approval and adoption
hereof by holders of a majority of the Corporation's outstanding common stock
entitled to vote on a dissolution pursuant to Section 275 of the DGCL.

            2. The Corporation shall be formally dissolved at the appropriate
time in accordance with the DGCL and in anticipation thereof shall cease doing
business.

            3. Pursuant to the Plan, the Corporation shall cease to be a going
concern at the earliest practical date, and shall continue its activities
thereafter merely for the purpose of winding up its affairs, paying its debts
and distributing the balance of its assets to its stockholders. The status of
liquidation will exist at the time of the first liquidating distribution and
will continue until the final liquidating distribution is made to the
stockholders.

            4. Prior to the date the Certificate of Dissolution (referred to in
paragraph 5 below) is accepted by the Secretary of the State of Delaware, the
Corporation shall sell, exchange, transfer, lease, license or otherwise dispose
of all of its property and assets to the extent, for such consideration (which
may consist in whole or in part of forgiveness of obligations of the
Corporation, money or other property) and upon such terms and conditions as the
Board deems expedient and in the best interests of the Corporation and its
stockholders, without any further vote or action by the Corporation's
stockholders. The Corporation's remaining assets and properties may be sold in
bulk to one buyer or to a small number of buyers or on a piecemeal basis to
numerous buyers. The Corporation will not be required to obtain appraisals or
other third party opinions as to the value of its properties and assets in
connection with this liquidation process. The liquidation of the Corporation
will not be preceded or followed by the reincorporation in, or transfer or sale
to, a recipient corporation (the "Recipient") of any of the business or assets
of the Corporation, if persons holding more than 20 percent in value of the
stock in the Corporation also hold more than 20 percent in value of the stock of
the Recipient. For these purposes, ownership has been determined by application
of the constructive ownership rules of section 318, as modified by section
304(c)(3), of the Code. As part of the liquidation of its property and assets,
the Corporation shall collect, or make provision for the collection of, all
accounts receivable, debts and claims owing to the Corporation to the extent
feasible and cost efficient.

            5. If the dissolution is approved pursuant to Paragraph 1 above, a
Certificate of Dissolution will be filed with the Secretary of State of the
State of Delaware in accordance with Section 103 of the DGCL at an appropriate
time.

            6. Pursuant to Section 281(b) of the DGCL, the Corporation shall
take the following actions through its officers and directors:


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            (a) (i) pay, or make reasonable provision to pay, all claims and
      obligations, including all contingent, conditional, or unmatured
      contractual claims, and all expenses relating to the sale of the
      Corporation's assets and the liquidation and dissolution of the
      Corporation (collectively, "Claims") known to the Corporation;

                  (ii)make such provision as will be reasonably likely to be
      sufficient to provide compensation for any claim against the Corporation
      which is the subject of a pending action, suit or proceeding to which the
      Corporation is a party; and

                  (iii) make such provision as will be reasonably likely to be
      sufficient to provide compensation for claims that have not been made
      known to the Corporation or that have not arisen but that, based on facts
      known to the Corporation, are likely to arise or to become known to the
      Corporation within 10 years after the date of dissolution of the
      Corporation.

      Notwithstanding the foregoing, the Corporation will neither pay nor make
      adequate provisions for any claims that are assumed by a buyer or buyers
      pursuant to the sale of the business or assets of the Corporation as
      contemplated by paragraph 4 above.

            (b) Claims shall be paid in full and any provisions required by
      subparagraphs 6(a)(ii) and 6(a)(iii) hereof shall be provided for in full
      if there are sufficient assets. It is expected that the fair market value
      of the Corporation's assets will exceed its liabilities both on the date
      of adoption of the Plan and at the time the first liquidating distribution
      to the stockholders (discussed below) is made. However, if there are
      insufficient assets for the payment of Claims and provisions (discussed
      above), Claims and provisions shall be paid or provided for according to
      their priority and, among claims of equal priority, ratably to the extent
      of assets legally available therefor.

            (c) All assets of the Corporation remaining after payment of Claims
      and provisions required by subparagraph 6(a)(ii) and 6(a)(iii) will be
      distributed in complete liquidation of the Corporation within the 12-month
      period beginning on the date of the adoption of the Plan. The balance of
      the assets retained to satisfy claims of creditors (if any) will be
      distributed as soon as all claims are satisfied.

            7. If deemed advisable, appropriate or desirable by the Board, in
its absolute discretion, the Board may at any time transfer to a liquidating
trust (the "Trust") the remaining assets of the Corporation. The Trust thereupon
shall succeed to all of the then remaining assets of the Corporation, including
all amounts in any Contingency Reserve, and any remaining liabilities and
obligations of the Corporation. The Board is hereby authorized to appoint one or
more corporations, partnerships, limited liability company or other persons, or
any combination thereof, including, without limitation, any one or more
officers, directors, employees, agents or representatives of the Corporation, to
act as the initial trustee or trustees. Any trustee appointed shall succeed to
all right, title and interest of the Corporation of any kind and character with
respect to such transferred assets and, to extent of the assets so transferred
and solely in their capacity as trustee, shall assume all of the liabilities and
obligations of the Corporation. The Corporation, subject to this paragraph and
as authorized by the Board, in its absolute discretion, may enter into a
liquidating trust agreement with the trustee(s) on such terms and conditions as
the Board may deem necessary, appropriate or desirable. Adoption of this Plan by
the stockholders shall constitute the approval by the stockholders of such
appointment, any such liquidating trust agreement and the transfer of assets by
the Corporation to the Trust pursuant thereto.

            8. Any distributions to the Corporation's stockholders pursuant
paragraph 6(c) of this Plan shall be in complete redemption and cancellation of
all of the outstanding common stock of the Corporation. No distribution of
assets representing earned but unreported income will be made by the Corporation
to its stockholders in the liquidation. No part of the consideration to be
received by any stockholder of the Corporation pursuant to paragraph 6(c) will
be received by the stockholder as a creditor, employee, or in some capacity
other than that of a stockholder of the Corporation. Moreover, no assets will be
retained or used to satisfy claims of any stockholders with respect to their
stock. As a condition to such distributions to the Corporation's stockholders,
the Board or the trustee(s), in their absolute discretion, may require
stockholders to surrender their certificates evidencing common stock to the
Corporation, the Trust, or an agent for cancellation. Under such circumstances,
if a stockholder's certificate for shares of common stock has been lost, stolen
or destroyed, such stockholder may be required, as a condition to the
disbursement of any distribution under


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this Plan, to furnish to the Corporation, the Trust or an agent satisfactory
evidence of the loss, theft or destruction thereof, together with a surety bond
or other security or indemnity reasonably satisfactory to the Corporation, the
Trust or an agent.

            9. The Corporation shall continue to indemnify its officers,
directors, employees and agents in accordance with its amended and restated
certificate of incorporation, amended and restated bylaws and any contractual
arrangements as therein or elsewhere provided, and such indemnification shall
apply to acts or omissions of such persons in connection with the implementation
of this Plan and the winding up of the affairs of the Corporation. The
Corporation's obligation to indemnify such persons may be satisfied out of any
Contingency Reserve or out of assets transferred to the Trust, if any. The Board
and the trustee(s) of any Trust are authorized to obtain and maintain insurance
as may be necessary to cover the Corporation's indemnification obligations.

            10. In connection with and for the purposes of implementing and
assuring completion of this Plan, the Corporation may, in the absolute
discretion of the Board, pay any brokerage, agency, professional and other fees
and expenses of persons rendering services to the Corporation in connection with
the collection, sale, exchange or other disposition of the Corporation's
property and assets and otherwise in connection with the implementation of this
Plan.

            11. In connection with and for the purpose of implementing and
assuring completion of this Plan, the Corporation may, in the absolute
discretion of the Board, pay the Corporation's officers, directors, employees,
agents and representatives, compensation or additional compensation above their
regular compensation, in money or other property, as severance, bonus,
acceleration of vesting of stock or stock options or in recognition of any
extraordinary efforts they, or any of them, will be required to undertake, or
actually undertake, in connection with the implementation of this Plan. Adoption
of this Plan by the stockholders shall constitute the approval by the
Corporation's stockholders of the payment of any such compensation.

            12. Notwithstanding any approval and adoption of this Plan and the
transactions contemplated hereby by the stockholders of the Corporation, the
Board may modify, amend, or abandon this Plan and the transactions contemplated
hereby without further action by the stockholders to the extent permitted under
the DGCL; provided, however, that the Corporation will not amend or modify the
Plan under circumstances that would require additional stockholder approval
under the DGCL and the federal securities laws without complying with the DGCL
and the federal securities laws.

            13. The Board and the officers of the Corporation are authorized to
approve changes to the terms of any of the transactions referred to herein, to
interpret any of the provisions of this Plan, and to make, execute and deliver
such other agreements, conveyances, assignments, transfers, certificates and
other documents and take such other action as the Board and/or the officers of
the Corporation deem necessary or desirable in order to carry out the provisions
of this Plan and effect the complete liquidation and dissolution of the
Corporation in accordance with the Code and the DGCL and any rules and
regulations of the Securities and Exchange Commission or any state securities
commission, including, without limitation, any instruments of dissolution or
other documents, and any withdrawal of any qualification to conduct business in
any state in which the Corporation is so qualified, as well as the preparation
and filing of any tax returns.

                          Dated: As of August 13, 2002.


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