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                 NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT


         This Non-Circumvention and Non-Disclosure Agreement (hereinafter
referred to as the "Agreement" is made this 6th of February, 1999 by and between
High Speed Net Solutions and R. J. Seifert Enterprises. Collectively, all the
parties hereto may be referred to hereinafter as the "Parties", shall include
both disclosing party and informed party without prejudice.

         Whereas, the Parties wish to associate themselves for the purpose of
working together for their individual and common benefit.

         Now, therefore, in consideration of the representations, agreements,
promises and covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Parties agree as follows:

         1.       The Parties agree to abide by the following rules of
non-circumvention and non-disclosure for a period of Two years from the
effective date hereof. Such covenant and agreement shall survive termination of
this Agreement for any reason whatsoever.

a)       Each Party, for itself and its associates as defined below, represents
and warrants that it shall not conduct business with any sources or contacts, or
said source's or contact's associates as defined below, that are originally made
known and/or available by another Party hereto, at any time or in any manner,
without the express written permission (not to be unreasonably withheld) of the
Party who made the source(s) known and/or available.

b)       For purposes of this Agreement, the term "associates" or "contacts"
shall be defined as: in the case of a business entity its officers, directors,
affiliates, subsidiaries, associated entities, and any other business entity in
which the business entity owns five percent (5%) or more of the outstanding
equity interest.

c)       The Parties will maintain complete confidentiality regarding this
Agreement and all transactions occurring thereunder, each other's business,
business sources and affiliates and each other's propriety knowledge and
know-how, and will disclose such information only pursuant to the express
written permission of the party who made such information available save where
such information deemed to be in the public domain or under the order of a
competent Court or Government Agency.

d)       This Agreement and each additional agreement concluded or written or
verbal disclosure made between the Parties, shall be kept confidential and is
not to be reproduced, communicated or distributed in any manner whatsoever
except on a "need to know" basis to persons directly involved with the closing
of any transaction contemplated between the Parties, or legal counsel of a
Party.

e)       It is understood and agreed that by reason of this "Agreement" the
"Parties" that are involved during the course of business transactions may learn
from one another, or from the

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principals the names, addresses, telephone numbers of lenders, agents, brokers,
clients or others hereafter referred to as "Contracts" and or "Associates".

f)       It is understood and agreed that the "Contracts" of each party hereto
are and shall be recognized as exclusive and valuable "Contracts" and that the
parties will not directly or indirectly negotiate or participate in any
transaction circumventing the party who first provided the "Contract".

         2.       The Agreement is valid and effective for all purposes,
business, communications, negotiations, disclosures and transactions of whatever
nature between the Parties for a period of two (2) years from the effective date
hereof.

         3.       Each Party represents, warrants and covenants that all
information furnished by said party, or to be furnished by said Party, or to any
other Party or Parties hereto is, or will be, true, complete, correct and
accurate to best of said Party's knowledge, ability and belief.

         4.       In the event of circumvention by the "Parties" involved in
this transaction, either directly or indirectly, it is agreed and guaranteed
that a monetary penalty will be paid by the person or persons engaged in or
circumvention. This payment will additionally include all reasonable legal
expenses incurred by the aggrieved party.

         5.       This Agreement contains the entire and complete understanding
existing between the Parties of the date of its execution regarding the subject
matters contained herein, and all former representations, promises or covenants,
whether written or verbal, are null and void.

         6.       This Agreement may be modified only by written agreement duly
executed by all Parties hereto.

         7.       This Agreement shall be binding upon, and inure to the benefit
of the heirs, legal representatives, successors, designees, and/or assigns of
the Parties. The executor, administrator, or personal representative of a
deceased party shall execute and deliver any document(s) or legal instrument(s)
necessary or desirable to carry out the provisions hereof.

         8.       Any written notice required or allowed to be given hereunder
shall be deemed to have been duly and properly given and delivered (a) as of the
date actually hand delivered to the Party to be charged with receipt.

         9.       Any copy of this Agreement, or any other documents executed
and/or signed by any of the Parties hereto, and sent to another Party hereto by
facsimile transmission carries the full force and effect as if it were the hand
delivered original.

         10.      This Agreement was negotiated and prepared jointly by all
Parties hereto, and each Party acknowledges that they have had ample opportunity
to consult legal, financial and other counsel

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concerning all aspects, terms and condition of this Agreement. This Agreement
may be executed in multiple counterpart copies, each of which shall be deemed a
duplicate original.

         11.      No party shall be considered or adjudged to be in violation of
this Agreement when the violation is due to situations beyond the said party's
control, such as acts of God, civil disturbances, theft, or said Party's
connections having prior knowledge or possession of privileged information,
contacts, or contacts without the disclosure, intervention or assistance of said
party or aid Parties associates as defined herein. Essentially, the spirit
behind this Agreement is one of mutual trust, confidence and reliance upon each
party to do what is fair and equitable.

         12.      This Agreement is a full recourse agreement concluded under
the laws of Pennsylvania and said forum shall be applicable law covering the
construction, interpretation, execution, validity, enforceability, performance,
and any other such matters in respect to this Agreement, including any breach or
claim of breach hereof.

         13.      This Agreement shall be governed by law and construed to be in
accordance with the laws of the State of Pennsylvania applicable to contracts
made and to be performed solely in such State by parties thereof. Any dispute
arising out of this Agreement shall be adjudicated in arbitration under the
rules of the American Arbitration Association. The prevailing party in any
dispute shall be reimbursed reasonable attorneys fees.

         IN WITNESS WHEREOF, THE "PARTIES" HERETO HAVE EXECUTED THIS "AGREEMENT"
ON THE DATES SET FORTH BELOW.

               Agreed, executed and acknowledged on 2/9/99, 1999


/s/ Michael M. Cimino
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Mike Cimino for High Speed Net Solutions


/s/ Richard Seifert                02/08/99
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Richard Seifert for R J Seifert Enterprises

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