ESCROW AGREEMENT

     This Escrow  Agreement (this  "Agreement") is entered into on June 30, 2000
by and Between Douglas May & Co., Inc., a Texas corporation ("May"),  High Speed
Net  Solutions,  Inc., a Florida  corporation  ("Buyer")  and Douglas D. May, an
individual  residing in Dallas County,  Texas  ("Seller"),  and American  Escrow
Company, a Texas corporation (the "Escrow Agent");

                              W I T N E S S E T H:

     WHEREAS,  Seller  and  Buyer  have  entered  into a  Share  Acquisition
Agreement of even date  herewith  pursuant to which Buyer  purchased  all of the
issued and outstanding stock of May, and is the sole shareholder of May.

     WHEREAS,  pursuant to Section  4.8(b)of  the Share  Acquisition  Agreement,
Buyer has agreed to file a  registration  statement  under the Securities Act of
1933,  which will  include  the 45,572  shares of the $0.001 par value  stock of
Buyer,  delivered  to  the  Seller  pursuant  to  Section  1.2c)  of  the  Share
Acquisition   Agreement,   represented  by  Certificate  Numbers  ________  (the
"Shares").

     WHEREAS,   pursuant  to  Section  4.8  (b)  of  the  Share  Acquisition
Agreement, Buyer has agreed to deposit the sum of $300,000.00 with Escrow Agent,
to be paid to Seller, pursuant to the terms hereof, in the event that the Shares
do not trade on the  OTC-Bulletin  Board or recognized  Stock  Exchange  without
restriction  on or  before  the  expiration  of  ninety  (90) days from the date
hereof.

     NOW,  THEREFORE,  for good and valuable  consideration,  including  the
mutual covenants set forth herein,  the receipt and adequacy of which are hereby
acknowledged, Seller, Buyer, May and Escrow Agent agree as follows:

         1.  Duties of Escrow  Agent.  Escrow  Agent  shall act as Escrow  Agent
hereunder.  Buyer and May have  agreed to  deliver  to Escrow  Agent the  Escrow
Funds,  pursuant to the  provisions of Section 2 hereof.  Escrow Agent agrees to
hold and disburse the Escrow Funds in  accordance  with the  provisions  of this
Agreement.  Escrow Agent shall,  within one (1) business day,  invest such funds
for the benefit of May in such short term  interest  bearing  obligations  under
May's  tax  payer  identification  number  _____________________,  as May  shall
approve.  All interest accruing shall be for the benefit of the May and shall be
paid to May. The Escrow Agent shall have no responsibility  under this Agreement
except  for the  investment  and  disbursement  of the funds  described  herein.
Additionally,  Escrow  Agent  shall not be liable  for any act or thing  done or
caused to be done by it under or pertaining  to this  Agreement or pertaining to
such funds,  except for the gross  negligence  or willful  misconduct  of Escrow
Agent;  and in the event of any  conflicting  demands made upon Escrow Agent, it
may withhold performance under this Agreement until said conflicting demands are
withdrawn or until the rights of the respective  parties shall have been settled
by a Court of competent jurisdiction.

         2. Deposit of Escrow Funds.  May shall deposit the sum of Three Hundred
Thousand  Dollars  ($300,000)  collected  from the  Accounts  Receivable  of May
("Escrow  Funds") with Escrow Agent on or before the  expiration  of ninety (90)
days from the date of this Agreement.

     3.  Utilization  of Funds.  Seller,  Buyer and May agree that Escrow  Agent
shall utilize, disburse and deliver the Escrow Funds as follows:

                  (1) In the event that Buyer does not deliver to Escrow  Agent,
         Seller and May a certificate of Buyer of its counsel to the effect that
         it has been advised by the Securities and Exchange  Commission that the
         registration  statement required by Section 4.8(b) has become effective
         (the  "Certificate"),  on or before the  expiration of ninety (90) days
         from the date of this Agreement,  Escrow Agent shall deliver the Escrow
         Funds  to  Seller  upon  receipt  of the  original  share  certificates
         representing  the Shares from  Seller.  Escrow  Agent shall  thereafter
         deliver all interest  earned on the Escrow Funds to May, and the Shares
         to Buyer.

                  (2) In the event that Buyer  delivers to Escrow Agent,  Seller
         and May the  Certificate,  on or before the  expiration  of ninety (90)
         days from the date of this  Agreement,  Escrow Agent shall  deliver the
         Escrow Funds, and all accrued interest to May.
<PAGE>

         4. Resignation of Escrow Agent. Escrow Agent may resign as Escrow Agent
under this  Agreement  by giving  written  notice to Seller,  Buyer,  and May in
accordance with the provisions of this Agreement at least thirty (30) days prior
to the  effective  date of such  resignation.  Thereafter,  Escrow  Agent  shall
deliver  any  remaining  funds held  pursuant to this  Agreement  upon the joint
written and signed order of Seller,  Buyer and May. If no such order is received
by Escrow Agent within thirty (30) days after the giving of such notice,  Escrow
Agent is authorized and empowered to deposit the funds by interpleader  into the
registry of a court of competent jurisdiction.

         5.  Removal of Escrow  Agent.  Seller,  Buyer and May may  collectively
agree to remove Escrow Agent,  with or without  cause,  and appoint a substitute
escrow agent or otherwise  designate the  disposition of the funds without other
formality  than giving joint  written  notice to Escrow Agent at Escrow  Agent's
address set forth below,  in which event Escrow Agent shall deliver the funds in
accordance  with the joint written and signed  instructions of Seller and Buyer,
and shall  thereupon be deemed to be removed as of the date  designated  in such
notice, or if no date is designated, as of the date such delivery is made.

     6. Escrow Agent Not Party to Underlying  Agreements.  Escrow Agent is not a
party to, or bound by any agreement which may be deposited under,  evidenced by,
or which arises out of the foregoing instructions.

         7. Escrow  Agent  Depository  Only.  Escrow  Agent acts  hereunder as a
depository  only and is not responsible or liable in any manner whatever for the
sufficiency,  correctness,  genuineness, or validity of any instrument deposited
with it hereunder,  or with respect to the form or execution of the same, or the
identity, authority, or rights of any person executing or depositing the same.

         8. Notice to Escrow Agent, Rescission, Modification. Escrow Agent shall
not be required  to take or be bound by notice of any default of any person,  or
to take any  action  with  respect  to such  default  involving  any  expense or
liability,  unless  notice in writing is given to an officer of Escrow  Agent of
such default and unless it is indemnified in a manner satisfactory to it against
any such  expense  or  liability.  These  instructions  shall not be  subject to
rescission  or  modification  except  upon  receipt  by Escrow  Agent of written
instruction  of all the parties hereto or their  successors in interest,  and no
such modification shall be effective unless and until consented to in writing by
Escrow Agent.

     9. Reliance on Instructions. Escrow Agent shall be protected in acting upon
any  notice,  request,  waiver,  consent,  receipt,  or other  paper or document
believed by Escrow  Agent to be genuine and to be signed by the proper  party or
parties.

         10. Liability of Escrow Agent. Escrow Agent shall not be liable for any
error of  judgment  or for any act done or step  taken or  omitted by it in good
faith,  or for any  mistake of fact or law, or for  anything  which it may do or
refrain from doing in connection  herewith,  except its own willful  misconduct,
and Escrow  Agent  shall have no duties to anyone  except  those  signing  these
instructions.

         11. Reliance on Advice of Counsel.  Escrow Agent may consult with legal
counsel in the event of any dispute or questions as to the  construction  of the
foregoing  instructions,  or Escrow agent's duties  hereunder,  and Escrow Agent
shall incur no liability  and shall be fully  protected in acting in  accordance
with the opinion and instructions of such counsel.

         12.  Compensation of Escrow Agent. For its ordinary services hereunder,
Escrow  Agent  shall  be  entitled  to  an  initial  fee  of  $500.00,   payable
concurrently with its acceptance hereof. In the event that Escrow Agent performs
any  service  not  specifically  provided  hereinabove,  or  that  there  is any
assignment or attachment of any interest in the subject matter of this escrow or
any modification  thereof,  or that any controversy  arises  hereunder,  or that
Escrow Agent is made a party to, or intervenes in, any litigation  pertaining to
this escrow or the  subject  matter  hereof,  Escrow  Agent shall be  reasonably
compensated  therefor  and  reimbursed  for all  costs and  expenses  occasioned
thereby;  and the parties hereto agree jointly and severally to pay the same and
to indemnify  Escrow Agent against any loss,  liability,  or expense incurred in
any act or thing done by it  hereunder,  it being  understood  and  agreed  that
Escrow Agent may  interplead the subject matter of this escrow into any court of
competent jurisdiction in Dallas county, Texas, and the act of such interpleader
shall  immediately  relieve  Escrow  Agent  of  its  duties,  liabilities,   and
responsibilities hereunder.

         13. Notice.  In the event any party hereunder desires or is required to
give any notice to any other party,  such notice shall be deemed  delivered when
the notifying  party  deposits same in the United States mail,  certified  mail,
return receipt requested,  postage prepaid, addressed to the person or entity at
the address set forth below such party's signature hereto.
<PAGE>

         14.      Miscellaneous Provisions.

     a. Business Day. The term  "business  day," as used herein,  shall mean any
calendar day that is not a Saturday,  Sunday or legal holiday  designated by the
State of Texas.

     b. No Oral  Modification.  This  Agreement may not be modified,  amended or
altered  except by an  agreement in writing  signed by Seller,  Buyer and Escrow
Agent.

     c. Governing  Law. This Agreement has been prepared,  is being executed and
delivered,  and is  intended  to be  performed  in the State of  Texas,  and the
substantive  laws  of  such  state  shall  govern  the  validity,  construction,
enforcement and interpretation of this Agreement.

     d.  Severability.  If any covenant,  provision,  or term of this  Agreement
shall be held illegal,  invalid,  or unenforceable  under present or future laws
effective  during the term of this Agreement,  then and in that event, it is the
intention of the parties hereto that the remainder of this  Agreement  shall not
be affected  thereby,  and that this Agreement shall otherwise  continue in full
force and effect.  It is the further  intention  of the parties  that in lieu of
each covenant,  provision, or Agreement of this instrument that is held illegal,
invalid, or unenforceable, there by added as a part hereof a clause or provision
as may be possible and be legal, valid and enforceable.

     e.  Entirety.  This  Agreement  embodies the entire  agreement  between the
parties, and supersedes all prior agreements and understanding, if any, relating
to the subject matter hereof.

     f. Binding  Effect and  Assignment.  The terms of this  Agreement  shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors,  assigns and legal representatives;  provided, however, that neither
party hereto may,  without the prior  written  consent of the other,  assign any
rights, powers, duties, or obligations hereunder; and further provided, however,
that this  Agreement  shall not inure to the benefit of any party other than the
parties to this Agreement.

     g.  Headings.  Section  headings are for  convenience of reference only and
shall in no way affect the interpretation of this Agreement.
<PAGE>

     h.  Counterparts.   This  Agreement  may  be  executed  in  any  number  of
counterparts,  all of which taken shall  constitute one and the same  Agreement,
and any of the parties  hereto may execute  this  Agreement  by signing any such
counterpart.

     i. Time of the Essence. Time is of the essence of this Agreement.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
effective as of the day and year first above written.

                                            HIGH SPEED NET SOLUTIONS, INC.,
                                            a Florida corporation

                                            By _____________________________
                                               Name:
                                               Title:

                                           Address for Notices:

                                           High Speed Net Solutions, Inc.

                                           Attention: Robert Lowrey

                                            434 Fayetteville Street
                                            Suite 2120
                                            Raleigh, North Carolina  27601
                                            Telephone:  (919) 645-2610
                                            Telecopier: (919) 645-2611
                                            E-Mail:  rob.lowrey@hsns.com


                                            DOUGLAS MAY & CO., INC.,
                                            a Texas corporation

                                            By _____________________________
                                               Douglas D. May, President


                                           Address for Notices:

                                           Douglas May & Co., Inc.

                                            Attention:  Douglas D. May
                                            1600 Pacific Avenue
                                            Suite 1525
                                            Dallas, Texas  75201
                                            Telephone: (214) 720-7712
                                            Telecopier: (24) 720-7706
                                            E-Mail: doug@mayandco.com



                                            _______________________________
                                            Douglas D. May

                                         Address for Notices:

                                            1600 Pacific Avenue
                                            Suite 1525
                                            Dallas, Texas 75201
                                            Telephone: (214) 720-7712
                                            Telecopier: (214) 720-7706
                                            E-Mail: doug@mayandco.com



AGREED TO AND ACCEPTED BY ESCROW AGENT:

                                            AMERICAN ESCROW COMPANY,
                                            a Texas corporation

                                            By: ______________________________
                                            Its: _____________________________

                                            Address for Notices:
                                            2626 Howell Street
                                            10th Floor
                                            Dallas, Texas, 75204-4064
                                            Telephone:(214) 855-8895
                                            Telecopier:(214) 855-8848
                                            E-Mail: