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                          MARKETING LICENSE AGREEMENT


         THIS MARKETING LICENSE AGREEMENT (this "Agreement"), dated as of the
__ day of February 1999, is by and between Summus, LTD. ("LTD"), a Missouri
corporation, and High Speed Net Solutions, Inc. (formerly known as zzap.net,
inc.) ("HSNS"), a Florida corporation;

         WHEREAS, LTD owns certain computer software programs and related
documentation;

         WHEREAS, pursuant to the terms of a Letter Agreement dated January 14,
1999 (the "Letter Agreement") among LTD, Summus Technologies, Inc., a Delaware
corporation, HSNS, and Brad Richdale, LTD has agreed to grant certain rights,
as hereinafter described, to market, distribute, and license such programs and
related documentation;

         WHEREAS, HSNS further desires to receive such rights to such programs
and their related documentation from LTD;

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained, LTD and HSNS, intending to be legally bound by the provisions
hereof, hereby agree as follows:

1.       DEFINITIONS.  Except as indicated herein, capitalized terms contained
         herein shall have the meanings contained in Appendix A hereto.

2.       RIGHTS; RESTRICTIONS AND REFUSAL RIGHTS.

         2.1      LTD hereby grants to HSNS (but to HSNS only and not to any
                  affiliates of HSNS), and HSNS accepts from LTD, subject to
                  the terms and conditions set forth herein, the following
                  license and marketing rights to the Products (the "Rights")
                  in the Territory:

                  (a)      the exclusive right to market and license the
                           streaming product as identified on Exhibit A hereto
                           (including Revisions, Enhancements and Upgrades)
                           (the "Streaming Product"), except for the Government
                           Sector. LTD will also have the right to market the
                           Streaming Product in the OEM market. LTD retains the
                           exclusive rights to sell the Streaming Product in
                           the Government Sector.

                  (b)      HSNS shall have the exclusive worldwide direct
                           response ("DR") rights in and to the existing
                           Products, and a right of first refusal for the DR
                           rights in and to newly developed Products of LTD on
                           mutually


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                           agreed upon terms, under any and all names and
                           trademarks, in the following channels of
                           distribution: direct mail, print (not including
                           catalogues or image or two-step advertising in trade
                           magazines), DR television and radio, multi-level
                           (a/k/a network marketing) and syndication. The
                           Products cannot be sold in the channels and vertical
                           markets where HSNS has exclusivity under this
                           Section 2.1(b), bundled or unbundled, through the
                           specified exclusive means and methods. This shall
                           not prohibit a third party OEM manufacturer from
                           promoting the attributes of the Products in any form
                           of advertising promoting the sale of the third
                           party's items in which LTD's products are embedded,
                           such as QuickTime. All sales to the Government
                           Sector are outside the scope of this Agreement,
                           however, any contract with the government shall
                           prohibit the government, directly or indirectly,
                           from making same or similar Product(s) available
                           through DR means and/or retail.

                  (c)      a non-exclusive license to market and license the
                           other Products, including newly developed Products,
                           of LTD.

         2.2      In connection with the Rights granted hereunder, HSNS has the
                  right to:

                  (a)      Demonstrate and promote the Products to prospective
                           End Users pursuant to the terms herein. The Products
                           and Documentation may not be provided to any
                           prospective End User (for evaluation, use, or any
                           other purpose) except pursuant to a License
                           Agreement, provided that limited copies of the
                           Products and Documentation may, as necessary, be
                           provided to prospective End Users for evaluation or
                           trial use pursuant to a form of agreement containing
                           provisions acceptable to LTD for confidentiality,
                           ownership and protection of intellectual property
                           rights; limitation of liability; restrictions on
                           use; the return of the Product, Documentation and
                           any other materials provided to such prospective End
                           User upon termination of such Agreement; and term
                           and termination.

                  (b)      Grant End Users sublicenses to the Products and
                           Documentation pursuant to License Agreements. To the
                           extent so provided in the applicable License
                           Agreements, such sublicenses may extend after
                           termination of this Agreement, notwithstanding the
                           limited term of this Agreement.

                  (c)      Grant sublicense rights to Authorized Sublicensees
                           pursuant to the terms of a Sublicense Agreement.


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         2.3      The Rights granted pursuant to this Agreement are subject to
                  the rights to terminate such Rights under this Agreement and
                  compliance with the terms, conditions and obligations under
                  the Letter Agreement and this Agreement required to maintain
                  such Rights. Further, the Rights granted pursuant to this
                  Agreement are subject to certain licensing/marketing
                  agreements of LTD with third parties as identified on Exhibit
                  E, including LTD's obligations thereunder, entered into prior
                  to the date of execution of the Letter Agreement.

         2.4      HSNS shall not, without LTD's prior written approval:

                  (a)      use the Products, the Documentation or any
                           Confidential Information that it may acquire in
                           connection with this Agreement or the Letter
                           Agreement to develop, support, or invest in,
                           directly or indirectly, the development of any
                           product which has, entirely or partially, the same
                           functions as any of the Products or which would be
                           in direct or indirect competition with any of the
                           Products;

                  (b)      make any changes or other modifications to the
                           Products or grant any such rights to any End User or
                           Authorized Sublicensee or distribute the Products in
                           a form or manner other than as provided by LTD to
                           HSNS; or

                  (c)      grant any other rights to any other person other
                           than to End Users or Authorized Sublicensees
                           pursuant to a License Agreement or Sublicensee
                           Agreement respectively, including any rights to
                           incorporate any Product or related intellectual
                           property rights into the products or services of any
                           other person (except as contemplated by and set
                           forth in Exhibit A, Part 2 regarding the license of
                           the right to create a product utilizing the DLL
                           which product cannot have any more functionality or
                           uses or applications than any single Product of the
                           Products listed on Exhibit A, Part 1, and agreed to
                           in writing by LTD).

         2.5      Except as otherwise expressly stated in this Agreement, the
                  Rights granted to HSNS shall cease upon termination of this
                  Agreement.

         2.6      Except with respect to the Streaming Product, there will be
                  no first refusal rights. With respect to any new Product,
                  including, but not limited to, a chip, that directly or
                  indirectly supplants, replaces, competes with, is similar to
                  in its function or intended use, or obsoletes the Streaming
                  Product, HSNS will have first refusal rights for forty-five
                  days after receipt of notice from LTD to fund the
                  development, and such funding will include the right to
                  market the new product on an exclusive basis, on terms and
                  conditions mutually agreed upon by HSNS and LTD through
                  reasonable good faith negotiations.


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3.       MARKETING OBLIGATIONS.

         3.1      HSNS agrees to do the following during the term of this
                  Agreement: (a) use its best efforts to market, promote and
                  license the Products in the Territory; and (b) hire and
                  maintain sufficient staff in HSNS's reasonable opinion,
                  including a sales force in HSNS's reasonable opinion of
                  sufficient size, to market, promote and license the Products
                  throughout the Territory. HSNS shall use its best efforts to
                  market, promote and license the Products in all possible
                  channels and/or sectors of distribution. In connection with
                  these efforts, HSNS shall not make any false or misleading
                  representations or statements regarding any of the Products
                  or their capabilities.

         3.2      HSNS agrees to provide LTD upon its reasonable request with
                  information regarding HSNS's marketing plans and forecasts;
                  such plans and forecasts shall be non-binding and subject to
                  change, and may be delivered formally or informally, but
                  shall be sufficient to demonstrate that the effort and
                  resources being devoted by HSNS are sufficient to comply with
                  its obligations under Section 3.1. HSNS also shall meet with
                  LTD upon the reasonable request of LTD on matters relating to
                  market conditions, sales forecasting, planning, Product
                  marketing and Product competitiveness and similar factors.

         3.3      The parties will work together to develop appropriate pricing
                  so that neither party undercuts one another in the
                  marketplace.

         3.4      With respect to the OEM market, HSNS and LTD will work
                  together and keep one another informed so that there is no
                  duplication of effort or confusion in the marketplace.

4.       LTD SERVICES. In the event that HSNS requests assistance or services
from LTD which are beyond the scope of LTD's commitments in this Agreement or
the Letter Agreement, LTD will attempt to accommodate HSNS's request by
providing such assistance or services on such basis as mutually agreed to in
writing between HSNS and LTD from time to time. Such assistance or services may
include, but is not limited to, maintenance and support services relating to
the Products, professional consulting services and marketing and promotional
support such as providing demonstrations and participation in trade shows. In
the event that such services relate to creating Enhancements for which HSNS
pays LTD to develop, the parties will also agree as to what additional
marketing and licensing rights HSNS shall have with respect to such
Enhancements which shall reasonably protect HSNS.

5.       CHANGES. LTD agrees to provide HSNS with such Changes to the Products
(in Object Code form) and/or Documentation, if any, as LTD may make or obtain
from time to time and authorize for general release. LTD shall keep HSNS
generally advised with regard


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to Changes that are available or that LTD has announced are planned, to the
extent such Changes are or may be provided under this Section 5.

6.       TITLE; INTELLECTUAL PROPERTY.

         6.1      HSNS may copy the Products and Documentation only in Object
                  Code and only as required to perform its duties hereunder.
                  HSNS agrees to include all copyright, trademark and other
                  proprietary notices and legends of LTD on each copy of any
                  Product or Documentation as they appear in the versions
                  provided by LTD to HSNS and HSNS further agrees not to
                  remove, destroy or otherwise alter any such notices or
                  legends on any copy of any Product or Documentation provided
                  to HSNS. All copies of the Products and Documentation
                  provided to or made by or for HSNS shall be accounted for
                  upon LTD's request.

         6.2      LTD retains all right, title, and interest in and to the
                  Products, Documentation, any changes or modifications thereto
                  and all intellectual property rights throughout the world
                  contained therein. To the extent that any changes or
                  modifications to the Products or Documentation, including all
                  associated intellectual property rights, are not owned in
                  their entirety by LTD immediately upon their creation, HSNS
                  agrees to assign (and hereby automatically assigns) and shall
                  cause all other persons and entities who create or contribute
                  to any changes or modifications to assign, all right, title
                  and interest therein to LTD, to be effective immediately
                  without the necessity of consideration or further
                  documentation; provided, however, that this assignment
                  provision shall not apply to any changes, modifications or
                  other work performed by LTD on behalf of HSNS for which there
                  is a written agreement executed by LTD which provides that
                  the ownership of such changes, modifications or other work
                  shall be owned by a party other than LTD. HSNS agrees to take
                  such further action and execute such further documentation as
                  LTD may reasonably request to give effect to this Section
                  6.2.

         6.3      HSNS may not distribute, sell, sublease, sublicense, assign,
                  give, pledge or transfer in any way any copies of the
                  Products or Documentation except as provided in this
                  Agreement. HSNS may not, and shall not authorize any other
                  party to, modify, reverse engineer, decompile, or translate
                  the Products or Documentation without the prior written
                  consent of LTD.

         6.4      HSNS is authorized to identify HSNS as an independent
                  business which has been authorized by LTD to market the
                  Products to End Users and Authorized Sublicensees, and to use
                  and display LTD's trade names, trademarks, service marks and
                  logos for purposes of promoting, advertising and marketing
                  the


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                  Products to prospective End Users and Authorized
                  Sublicensees; provided, however, that HSNS shall obtain LTD's
                  prior written approval of the content and form of any
                  promotional, advertisement or marketing materials utilizing
                  such trade names, trademarks, service marks or logos. LTD's
                  approval shall not be unreasonably withheld and shall be
                  deemed given if LTD does not object in writing within two (2)
                  business days after HSNS submits its request to LTD in
                  writing together with a copy of the proposed promotional,
                  advertisement or marketing materials. In connection with the
                  foregoing approval requirements, HSNS is not required to
                  submit for reapproval any promotional, advertisement or
                  marketing materials which are in substantially the form of
                  such materials previously approved by LTD in writing in
                  accordance with this Section 6.4. All such actions shall
                  further be subject to reasonable advertising and usage
                  guidelines and any other quality standards or specifications
                  provided by LTD, if any, from time to time during the term of
                  this Agreement. In all other respects, this Agreement confers
                  no right or license with regard to LTD's trade names,
                  trademarks, service marks or logos, or any related goodwill,
                  all of which shall be the exclusive property of LTD. HSNS
                  shall assist LTD, at LTD's request, in perfecting and
                  maintaining LTD's rights under trademark and similar laws in
                  each country in the Territory by advising LTD of any special
                  registration, recording or notice requirements. HSNS will not
                  at any time (i) challenge LTD's right, title or interest in
                  any such marks, names or logos of LTD or the validity thereof
                  or any registration thereof, (ii) do or cause to be done or
                  omit to do anything, the doing, causing or omitting of which
                  would contest or in any way impair or lead to impair the
                  rights of LTD in such marks, names or logos, (iii) use any
                  trademark, service mark, trade name, insignia or logo that is
                  confusingly similar to or a colorable imitation of any such
                  marks, names or logos of LTD, or (iv) use or authorize any
                  other person to use such marks, names or logos in a manner
                  which disparages such names, marks or logos or the Products
                  identified thereby or which diminishes the stature or image
                  of quality of such names, marks or logos among the public or
                  causes confusion or deception among the public with respect
                  thereto. LTD expressly reserves the right from time to time,
                  upon providing notice and a transition period that is
                  reasonable under the circumstances, to modify and change its
                  names, marks and logos and such names, marks and logos as
                  modified or changed shall for all purposes be deemed the
                  marks, names and logos referred to in this Agreement.

         6.5      HSNS shall notify LTD in the event that it discovers any
                  infringement of LTD's rights in any Product or any of LTD's
                  trade names, trademarks, service marks or logos or any
                  violation of the terms of a License Agreement or Sublicense
                  Agreement, and shall cooperate with LTD and assist in the
                  prosecution of LTD's claims, provided that LTD retains
                  financial


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                  responsibility for costs of assistance and prosecution. LTD
                  shall be entitled to retain any proceeds from such claims,
                  including settlement amounts.

7.       THIRD PARTY MATERIALS. The Products and/or Documentation may include or
require commercially available programming or materials from third-party
licensors, sellers or distributors (collectively, "Third-Party Materials"). The
Third-Party Materials may be subject to restrictions, payment obligations or
procurement responsibilities that are different from or in addition to the
restrictions and charges applicable to the Products and Documentation hereunder
and HSNS and/or each End User or Authorized Sublicensee shall be responsible
for obtaining such Third Party Materials pursuant to a separate agreement with
each such third party. Exhibit D hereto lists the Third-Party Materials that
are pertinent on the date of execution of this Agreement. The Products are not
compatible with and are not warranted for any other kind of computer
programming or operating system other than the Third Party Materials. LTD
reserves the right to augment the Exhibit upon reasonable written notice to
HSNS.

8.       CONFIDENTIAL INFORMATION AND DISCLOSURE.

         8.1      Each party, as recipient ("Recipient") of Confidential
                  Information obtained directly or indirectly from the other
                  party (the "Disclosing Party"), agrees to the following
                  confidentiality obligations:

         8.2      HSNS, as Recipient, agrees at all times to protect and
                  preserve the confidentiality of the Products, Documentation,
                  and all other Confidential Information of LTD, as Disclosing
                  Party. HSNS agrees not to permit or authorize access to, or
                  disclosure of, the Products, Documentation, or any other
                  Confidential Information of LTD to any person or entity other
                  than (i) End Users or Authorized Sublicensees who have
                  entered into confidentiality agreements approved by LTD, to
                  the extent necessary for such End Users or Authorized
                  Sublicensees to evaluate the Products in advance of entering
                  into a License Agreement or Sublicense Agreement, (ii) End
                  Users or Authorized Sublicensees who have entered into
                  License Agreements or Sublicense Agreements, to the extent
                  necessary for such End Users or Authorized Sublicenses to
                  exercise their rights under applicable License Agreements or
                  Sublicense Agreements, and (iii) employees and professional
                  advisors of HSNS who have agreed in a written agreement to be
                  bound by the terms of this Agreement and have a "need to
                  know" such information in order to enable HSNS to perform
                  HSNS's obligations under this Agreement and applicable
                  License Agreements and Sublicense Agreements. HSNS may
                  disclose necessary portions of the Products, Documentation,
                  or other Confidential Information of LTD to governmental
                  regulatory authorities if such disclosure is required for
                  compliance with applicable laws, but HSNS shall notify LTD of
                  the applicable legal requirements before such disclosure
                  occurs and HSNS


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                  shall use its best efforts to help LTD obtain protection as
                  may be available to preserve the confidentiality of such
                  information following disclosure.

         8.3      LTD, as Recipient, agrees at all times to protect and
                  preserve the confidentiality of all Confidential Information
                  of HSNS, as Disclosing Party. LTD agrees not to permit or
                  authorize access to, or disclosure of, the Confidential
                  Information of HSNS to any person or entity other than
                  employees and professional advisors of LTD who have agreed in
                  a written agreement to be bound by the terms of this
                  Agreement and have a "need to know" such information in order
                  to enable LTD to perform LTD's obligations under this
                  Agreement and applicable License Agreements and Sublicense
                  Agreements. LTD may disclose necessary portions of the
                  Confidential Information of HSNS to governmental regulatory
                  authorities if such disclosure is required for compliance
                  with applicable laws, but LTD shall notify HSNS of the
                  applicable legal requirements before such disclosure occurs
                  and LTD shall use its best efforts to help HSNS obtain
                  protection as may be available to preserve the
                  confidentiality of such information following disclosure.

         8.4      Prior to disposal of any media or materials that contain any
                  part of the Confidential Information of the Disclosing Party,
                  the Recipient shall obliterate or otherwise destroy all code,
                  instructions, commentary, or further evidence of Confidential
                  Information, for example, by erasing, incinerating, or
                  shredding such materials.

         8.5      The restrictions in this Section 8 are in addition to any
                  other restrictions on use and disclosure set forth elsewhere
                  in this Agreement (for example, additional restrictions are
                  set forth in Section 2.1(a) regarding limited disclosure of
                  the Products to prospective End Users for evaluation
                  purposes).

         8.6      The parties agree that money damages would not be a
                  sufficient remedy for any breach of this Section 8 and that
                  either party shall be entitled to equitable relief, including
                  injunctive relief and specific performance, as a remedy for
                  any such breach by the other party. Such remedies shall not
                  be deemed exclusive remedies, but shall be in addition to all
                  other remedies available at law or in equity.

9.       FEES AND CHARGES; RECORDS AND AUDIT RIGHTS.

         9.1      HSNS shall collect all license and other fees for the
                  Products under License Agreements and Sublicense Agreements
                  from the End Users and Authorized Sublicensees. HSNS shall
                  use its best efforts to ensure that LTD receives the benefits
                  contemplated by this Agreement and will not price Products in
                  a


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                  manner to minimize, circumvent, evade or attempt to avoid the
                  payment of royalties to LTD.

         9.2      For the Rights granted hereunder, HSNS shall pay LTD as
                  follows:

                  (a)      Upfront Payment

                           (1)      HSNS will pay upfront $3,000,000 for this
                  Agreement. The $3,000,000 will be paid by HSNS in
                  installments of $750,000 over four months with the first
                  installment due upon the execution of this Agreement and each
                  remaining installment due at the end of each successive one
                  month period thereafter. This Agreement will not be effective
                  until the first $750,000 payment is made. Except for the
                  first payment, with respect to these payments, there is a
                  thirty day cure period before this Agreement terminates, but
                  interest at 8% per annum will accrue on any late payments.
                  The $3 Million advance payment is only recoverable from or
                  against 20% of the royalties as specified in Section
                  9.2(b)(2) hereof.

                           (2)      After the initial three year term of this
                  Agreement, HSNS will have the option to renew this Agreement
                  for an upfront payment per year repayable against royalties
                  of the greater of (i) $2.5 Million or (ii) 15% of the prior
                  year's Royalty payments to LTD under this Agreement. This
                  renewal upfront payment will be paid in six equal monthly
                  installments, with the first payment being made at the
                  beginning of the additional term. This upfront payment will
                  be repaid pursuant to the same formula (i.e., the 70/30 of
                  net) used in the repayment of the initial $3 Million advance
                  as stated in Section 9.2(b)(2) hereof.

                  (b)      Royalties.

                           (1)      LTD will receive seven and a half percent
                  (7 1/2%) of the Adjusted Gross Revenue generated relating to,
                  incorporating, or involving, Summus Products by HSNS outside
                  of the OEM market. The full amount of this seven and one-half
                  percent (7 1/2%) will be paid to LTD on a monthly basis, and
                  there will be no deductions from such royalties.

                           (2)      Royalties for sales of the Streaming
                  Product in the OEM market will be divided 50/50 of net, with
                  each party recouping direct costs as documented. Until HSNS
                  recoups the initial $3 Million payment for the Agreement set
                  forth in Section 9.2(a)(1) above, the royalty payment shall
                  be split 70/30 of net, with LTD receiving 30%, and the other
                  20% which otherwise would be payable to LTD being applied to
                  pay down the $3 Million. The terms and conditions of any OEM
                  sale not involving the Streaming


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                  Product in which HSNS has involvement, including the
                  appropriate compensation for HSNS and LTD, will be determined
                  through reasonable good faith negotiations between LTD and
                  HSNS on a case by case basis.

                  All required payments of royalties hereunder shall be due and
                  payable monthly no later than the fifteenth (15th) day of
                  each month following the immediately preceding month.

         9.3      HSNS shall further pay LTD for any services rendered by LTD
                  in accordance with any agreement reached pursuant to Section
                  4 hereof. Any payments for such services shall be due and
                  payable by HSNS to LTD within fifteen (15) days from the date
                  LTD issues an invoice to HSNS for such services, or as may
                  otherwise be agreed to in writing by HSNS and LTD.

         9.4      HSNS shall retain accurate records in accordance with sound
                  accounting practices to support all payments owed to LTD
                  hereunder. HSNS will provide LTD, on a monthly basis, a
                  written account, certified by an authorized officer of HSNS,
                  of all amounts which may be due to LTD hereunder, which
                  account shall show in detail the calculations and any
                  relevant materials or information required to determine such
                  amounts. This written account shall accompany the payment by
                  HSNS of such amounts. To the extent no such payment is owed
                  for a particular month, the written account shall be provided
                  to LTD no later than the fifteenth (15th) day of the month
                  following the immediately preceding month showing in detail
                  why no payment is owed. During the first three months of this
                  Agreement, in addition to the general rights set forth in
                  Section 9.5 (and not in limitation thereof), LTD and HSNS
                  agree that Mr. Dan Stansky (or if replaced his successor)
                  will participate in the monthly reconciliation for HSNS and
                  will have access, on a confidential basis, to all of HSNS's
                  records and information relating thereto, including the
                  records and information of its affiliates. As part of this
                  process, HSNS and LTD will agree on appropriate procedures to
                  protect LTD hereunder and to ensure LTD receives appropriate
                  payment hereunder. During these three months, HSNS and LTD
                  shall agree upon the appropriate form of the written account
                  contemplated by this Section 9.4, as well as what materials
                  or other information should accompany such account.

         9.5      During the term of this Agreement and for a period of two (2)
                  years after any termination of this Agreement, upon fifteen
                  (15) business days advance notice by LTD, HSNS shall allow
                  the employees of LTD (which shall include Mr. Dan Stansky (or
                  if replaced his successor) and only such employees of LTD
                  which such officer may reasonably need to provide support and
                  assistance), an independent accountant appointed by LTD and
                  any other experts or advisors of LTD (provided, however, that
                  there shall not be more than three (3) people at


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                  any time on HSNS's premises) access, at all reasonable times
                  during normal business hours, and on a confidential basis, to
                  HSNS's business records and information, including the
                  records and information of its affiliates, for purposes of
                  verifying the royalties and the performance of HSNS's other
                  obligations under this Agreement or the Letter Agreement. The
                  cost of any audit by any such employees, accountants, experts
                  and advisors shall be borne by LTD unless the royalties
                  previously paid by HSNS for any period are less than
                  ninety-four percent (94%) of the royalties determined by such
                  employees, accountants, experts or advisors as payable for
                  that period, in which event HSNS shall immediately reimburse
                  to LTD the costs of such audit. Unless LTD provides
                  legitimate business reasons to HSNS in writing, (i) after the
                  initial three month period described in Section 9.4, LTD
                  shall not be entitled, during the next two (2) year period,
                  to the above described access more than quarterly, and (ii)
                  after the two (2) year period described in (i), LTD shall not
                  be entitled thereafter to the above described access more
                  than semiannually. Upon the reasonable request of LTD, HSNS
                  agrees to modify its procedures and methods of operation to
                  best ensure that LTD properly receives the benefits
                  contemplated under this Agreement.

         9.6      HSNS shall collect, report and pay to the relevant taxing
                  authority, and indemnify LTD for any liability relating to,
                  all applicable excise, property, VAT, sales and use, or
                  similar taxes, any withholding requirement in addition to or
                  in lieu thereof, and any customs, import, export or other
                  duties, levies, tariffs, taxes, or other similar charges that
                  are imposed by any jurisdiction for the transactions
                  contemplated herein (excluding any taxes based on the net
                  income of LTD).

         9.7      In addition to any other rights or remedies available to a
                  party hereunder, except as otherwise specifically provided
                  herein, the other party shall pay interest on any amounts
                  past due at the rate of eighteen percent (18%) per annum.

10.      LIMITED WARRANTY AND REMEDY; INFRINGEMENT AND OBLIGATION TO DEFEND.

         10.1     LTD warrants that, for a period of ninety (90) days from the
                  date that a Product is licensed to an End User or an
                  Authorized Sublicensee, LTD will correct the computer
                  programs of the most current edition of a Product if such
                  Product fails to operate in accordance with the Documentation
                  if LTD is provided written notice within such ninety (90) day
                  period. This limited warranty is the sole and exclusive
                  remedy in the event of the discovery of any such failure or
                  nonconformity in any Product. LTD makes no warranty that
                  operation of any Product will be uninterrupted or error free.
                  This limited


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                  warranty shall not apply to (i) changes or modifications made
                  to any Product other than those made by LTD, or (ii) any
                  Product used with hardware or operating environments other
                  than those approved in writing by LTD.

         10.2     LTD agrees to indemnify and defend HSNS, its shareholders,
                  officers, directors and employees and agents and hold them
                  harmless from and against all claims, and related
                  liabilities, damages and expenses, arising from the actual or
                  alleged infringement by any Product of a United States patent
                  or copyright; provided that HSNS notifies LTD in writing
                  within five (5) business days of the receipt by HSNS of any
                  such claim or notice of any such claim and permits LTD upon
                  request, and at LTD's cost and expense, to assume and control
                  the defense for settlement thereof. HSNS agrees to cooperate
                  with LTD in every reasonable manner in the defense of such
                  claim. In defending or settling any such claim LTD may elect
                  to (1) obtain the right of continued use of such Product or
                  part thereof, which is alleged to be infringing or (2)
                  replace or modify such Product, or part thereof, so as to
                  avoid such claim of infringement and HSNS will cease use of
                  the edition of the Product, or part thereof, which was
                  replaced or modified. LTD will not be obligated to defend or
                  settle any such claim of infringement resulting from HSNS's
                  or any other parties additions to, changes in, or
                  modifications of a Product, or resulting from HSNS's use of
                  any Product in combination with materials other than the
                  Third Party Materials.

                  The foregoing provisions constitute LTD's sole liability, and
                  HSNS's sole recourse, in the event of any infringement of
                  third-party rights by the Products.

11.      DISCLAIMER OF WARRANTIES AND ASSURANCES.

         11.1     EXCEPT AS PROVIDED IN SECTION 10 HEREOF, LTD MAKES AND HSNS
                  RECEIVES NO WARRANTIES OF ANY KIND (WHETHER, EXPRESS,
                  IMPLIED, STATUTORY OR OTHERWISE, OR WHETHER IN ANY PROVISION
                  OF THIS AGREEMENT OR ANY OTHER COMMUNICATION OR OTHERWISE),
                  AND LTD SPECIFICALLY DISCLAIMS ANY WARRANTY OF TITLE,
                  MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

         11.2     IT IS MUTUALLY ACKNOWLEDGED THAT NEITHER PARTY HAS GIVEN ANY
                  ASSURANCE TO THE OTHER CONCERNING THE RESULTS, PROFITABILITY
                  OR SUCCESS OF ANY MARKETING EFFORT WHICH HSNS MAY UNDERTAKE.


                                      12
<PAGE>   13


         11.3     HSNS understands and agrees that use of or connection to the
                  internet is inherently insecure and that connection to the
                  internet provides opportunity for unauthorized access by a
                  third party to HSNS's or any End User's or Authorized
                  Sublicensee's computer systems, networks, and any and all
                  information stored therein. ALL INFORMATION TRANSMITTED AND
                  RECEIVED THROUGH THE INTERNET CANNOT BE EXPECTED TO REMAIN
                  CONFIDENTIAL AND LTD CANNOT AND DOES NOT GUARANTEE THE
                  PRIVACY, SECURITY, AUTHENTICITY, OR NONCORRUPTION OF ANY
                  INFORMATION SO TRANSMITTED, OR STORED IN ANY SYSTEM CONNECTED
                  TO THE INTERNET. LTD SHALL NOT BE RESPONSIBLE FOR ANY ADVERSE
                  CONSEQUENCES WHATSOEVER OF HSNS'S OR ANY END USER'S OR
                  AUTHORIZED SUBLICENSEE'S CONNECTION TO OR USE OF THE
                  INTERNET, AND LTD SHALL NOT BE RESPONSIBLE FOR ANY USE BY
                  HSNS OR ANY END USER OR ANY AUTHORIZED SUBLICENSEE OF ANY
                  INTERNET CONNECTION IN VIOLATION OF ANY LAW, RULE OR
                  REGULATION OR ANY VIOLATION OF THE INTELLECTUAL PROPERTY
                  RIGHTS OF ANOTHER.

12.      LIMITATION OF LIABILITY.

         12.1     LTD'S LIABILITY FOR ANY AND ALL DAMAGES SHALL BE LIMITED TO
                  THE EXCLUSIVE REMEDY SET FORTH IN SECTION 10.

         12.2     UNDER NO CIRCUMSTANCES SHALL LTD BE LIABLE UNDER THIS
                  AGREEMENT OR THE LETTER AGREEMENT FOR ANY INCIDENTAL,
                  INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF HSNS OR ANY
                  OTHER PERSON, INCLUDING, BUT NOT LIMITED TO, LOST SAVINGS OR
                  PROFITS.

         12.3     THE PARTIES HEREBY AGREE THAT THE LIMITATIONS OF LIABILITY
                  AND EXCLUSION OF CERTAIN DAMAGES SET FORTH IN SECTION 12.2
                  WILL SURVIVE AND SHALL APPLY REGARDLESS OF THE SUCCESS OR
                  EFFECTIVENESS OF OTHER REMEDIES CONTAINED HEREIN, INCLUDING
                  THE TOTAL FAILURE OR FAILURE OF ESSENTIAL PURPOSE OF THE
                  LIMITED REMEDY SET FORTH IN SECTION 10.

         12.4     HSNS ACKNOWLEDGES THAT LTD HAS SET ITS FEES, AGREED TO THE
                  ROYALTY PROVISIONS AND ENTERED INTO THIS AGREEMENT AND THE
                  LETTER AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF
                  LIABILITY AND THE DISCLAIMERS


                                      13
<PAGE>   14


                  OF WARRANTIES AND DAMAGES SET FORTH IN THIS AGREEMENT, AND
                  THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN
                  THE PARTIES.

13.      INDEMNIFICATION. HSNS agrees to indemnify LTD, its shareholders,
officers, directors and employees and agents and hold them harmless from and
against any and all claims, liabilities, damages and expenses (including
reasonable attorneys' fees) (a) asserted by any End User or any Authorized
Sublicensee in excess of the limitations set forth in this Agreement or the
applicable proper form of a License Agreement or Sublicense Agreement if such
claims, liabilities or damages result from a failure by HSNS to enter into the
proper form of a License Agreement or Sublicensee Agreement or other failure by
HSNS to comply with this Agreement or (b) arising out of or resulting from (i)
HSNS's or any Authorized Sublicensee's false or misleading advertising in
connection with any of the Products licensed by HSNS or its Authorized
Sublicensees, (ii) any violation of any applicable law or regulation in
connection with the marketing, distribution, license, advertisement or promotion
of any of the Products, or (iii) any use of the Products or actions, statements,
or representations of HSNS or its Authorized Sublicensees not authorized by this
Agreement.

14.      NOTICES. All notices or other communications to be given hereunder
shall be in writing and delivered personally, by telecopy (confirmation by air
mail), or by commercial overnight courier (second day courier in the case of
international dispatch), courier charges prepaid, and addressed to the
appropriate party as set forth below.

         If to HSNS:       High Speed Net Solutions, Inc.
                           4542 S. Peninsula Drive
                           Ponce Inlet, FL  32127
                           ATTN: Michael Cimino, President
                           Telecopy No: (904) 767-3035

                  With a Copy to:   High Speed Net Solutions, Inc.
                                    P.O. Box 21237
                                    Daytona Beach, FL  32115
                                    Telecopy No: (954) 484-9664

         If to LTD:        Summus, LTD.
                           2000 Center Point Road, Suite 2200
                           Columbia, SC  29210
                           ATTN: Dr. Bjorn Jawerth
                           Telecopy No: 803-750-5679

                  With a Copy to:   Summus, LTD.
                                    2000 Center Point Road, Suite 2200



                                      14
<PAGE>   15


                                     Columbia, SC  29210
                                     ATTN:  Dan Stansky
                                     Telecopy No: 803-750-5679

         Notices delivered personally shall be effective upon delivery and
         notices delivered by mail shall be effective upon their receipt by the
         party to whom they are addressed.

15.      ASSIGNMENT.

         15.1     If either party (a "Transferring Party") provides the other
                  party thirty (30) days advance written notice, the
                  Transferring Party may assign or otherwise transfer this
                  Agreement and the Letter Agreement to an Equivalent Entity.
                  For purposes of this Section, an Equivalent Entity is an
                  entity the ownership of which is not materially different
                  from the Transferring Party and the financial condition of
                  which is equivalent to or better than the Transferring Party.
                  The other party shall have the right to request, and the
                  Transferring Party shall provide within five (5) days, any
                  information reasonably necessary to confirm and establish
                  that any proposed transferee is an Equivalent Entity.

         15.2     In addition, HSNS may transfer this Agreement and the Letter
                  Agreement in connection with a sale of HSNS provided that (a)
                  the transferee agrees in writing to assume all the
                  obligations of HSNS hereunder and to be bound by the terms
                  and conditions of this Agreement; (b) the assignee is an
                  entity that is capable of performing under this Agreement and
                  is not a direct competitor of LTD; and (c) LTD receives a
                  nonrefundable cash payment of the greater of (i) $10 Million
                  or (ii) 15% of the prior year's royalties paid under this
                  Agreement.

         15.3     Except as set forth in this Section, neither this Agreement
                  nor the Letter Agreement can be assigned or otherwise
                  transferred by either HSNS or LTD without the written consent
                  of the other party, which consent shall not be unreasonably
                  withheld.

16.      COMPLIANCE WITH LAWS.

         16.1     The parties shall in the performance of this Agreement comply
                  with all applicable laws, executive orders, regulations,
                  ordinances, rules, proclamations, demands and requisitions of
                  national governments or of any state, local or other
                  governmental authority which may now or hereafter govern
                  performance hereunder.

         16.2     HSNS shall, at its own expense, comply with all laws relating
                  to the marketing, distribution or licensing of the Products,
                  and shall procure all licenses and pay all fees and other
                  charges required thereby.


                                      15
<PAGE>   16


         16.3     Notwithstanding anything in this Agreement to the contrary,
                  it is acknowledged and agreed that neither LTD nor HSNS may
                  ship, export or re-export the Products or Documentation, or
                  any other information, process, product or service obtained
                  directly or indirectly from LTD, to any country or entity
                  which is the subject of any prohibition imposed by the U.S.
                  Export Administration Act of 1979, U.S. Executive Orders, the
                  U.S. Department of Commerce, and the North Atlantic Treaty
                  Organization. HSNS understands that, if such a prohibition
                  applies and an export license cannot be obtained with
                  reasonable effort, the disclosure or delivery of the Products
                  and Documentation may not occur. To assure compliance, HSNS
                  agrees to notify LTD of each prospective End User as soon as
                  possible so that LTD can evaluate whether prohibitions may
                  apply or export licenses may be available. HSNS shall be
                  responsible for all of the costs to obtain any export
                  licenses.

17.      INSURANCE. Each party shall include the other party as a named
         beneficiary for purposes of any product liability or general liability
         insurance that may cover claims or liabilities with which the other
         party could be charged because of personal or property damage or
         injuries suffered by any person or entity, or any other liability,
         resulting from the Products or the use or license thereof. Each party
         shall provide the other party with evidence satisfactory to the other
         party of such insurance.

18.      INDEPENDENT CONTRACTOR. Each party hereto shall be and remain an
         independent contractor; nothing herein shall be deemed to constitute
         the parties as partners, and neither party shall have any authority to
         act, or attempt to act, or represent itself, directly or by
         implication, as an agent of the other or in any manner assume or
         create, or attempt to assume or create, any obligation on behalf of or
         in the name of the other, nor shall either by deemed the agent or
         employee of the other.

19.      SEVERABILITY. If any court should find any particular provision of
         this Agreement void, illegal, or unenforceable, then that provision
         shall be regarded as stricken from this Agreement and the remainder of
         this Agreement shall remain in full force and effect.

20.      PUBLICITY; ANNOUNCEMENTS. Neither party shall, except as may be
         required by law or federal regulation, or except with the prior
         written permission of the other party, publicly advertise or otherwise
         disclose the terms or conditions of this Agreement or the Letter
         Agreement. All public announcements by HSNS, including but not limited
         to press releases, mentioning or relating to LTD, including any
         announcements concerning LTD, LTD's technology or its business or
         business relationships, shall be approved in writing by Bjorn Jawerth
         or his written designee prior to their being made or issued. If any
         announcement is properly sent to Bjorn Jawerth's attention at LTD, and
         he does not respond within two business days, then HSNS shall be free
         to make such announcement without his written approval as set


                                      16
<PAGE>   17


         forth in the information provided to Bjorn. All such announcements
         shall be accurate and complete and take into consideration the
         business and other concerns of LTD.

21.      NOTICE OF DELAY. Whenever any occurrence is delaying or threatens to
         delay either party's timely performance under this Agreement, that
         party shall promptly give notice thereof, including all relevant
         information with respect thereto, to the other party.

22.      GOVERNING LAW: COUNTERPARTS. This Agreement and the Letter Agreement
         shall be governed by and construed and enforced in accordance with the
         laws of the United States of America and the State of South Carolina,
         without regard to conflict of law provisions. This Agreement is
         entered into in the United States of America, all funds shall be paid
         to LTD in U.S. dollars in the United States of America, and nothing
         herein shall be construed to require LTD to do business or maintain
         any office of business establishment outside the United States of
         America. This Agreement may be executed in any number of counterparts,
         each of which together shall constitute one and the same instrument.

23.      NO THIRD PARTY RIGHTS. Notwithstanding anything else in this Agreement
         to the contrary, the End Users and Authorized Sublicensees of HSNS
         shall not have any right or otherwise be entitled to assert any claim
         against LTD under this Agreement as a third party beneficiary or
         otherwise, and LTD shall have no duty or responsibility in connection
         with this Agreement to any such End User or Authorized Sublicensee.

24.      ENTIRE AGREEMENT; WAIVER.

                  24.1     This Agreement together with the Letter Agreement,
                  constitutes the entire agreement between the parties with
                  respect to the subject matter hereof and shall supersede all
                  previous proposals, negotiations, representations,
                  commitments, writings, agreements and other communications,
                  both oral and written, between the parties. In this
                  connection, the parties agree that this Agreement and the
                  Letter Agreement supersede that certain Letter Memorandum
                  Agreement between LTD, Summus Technologies, Inc. and Brad
                  Richdale Direct, Inc. and such agreement is hereby
                  terminated. All Addenda, attachments and exhibits referred to
                  as accompanying this Agreement are hereby incorporated in and
                  made part of this Agreement. This Agreement may not be
                  released, discharged, changed or modified except by an
                  instrument in writing signed by a duly authorized
                  representative of each of the parties (other than changes to
                  the Exhibits by LTD as expressly contemplated by this
                  Agreement). The headings contained in this Agreement are for
                  reference purposes only and shall not affect the meaning or
                  interpretation hereof.


                                      17
<PAGE>   18


                  24.2     A waiver by either party of its rights hereunder
                  shall not be binding unless contained in a writing signed by
                  an authorized representative of the party waiving its rights.
                  The non-enforcement or waiver of any provision on one
                  occasion shall not constitute a waiver of such provision on
                  any other occasions unless expressly so agreed in writing. It
                  is agreed that no usage of trade or other regular practice or
                  method of dealing between the parties hereto shall be used to
                  modify, interpret, supplement or alter in any manner the
                  terms of this Agreement or the Letter Agreement.

25.      SURVIVAL OF PROVISIONS. In addition to the rights and obligations which
survive as expressly provided for elsewhere in this Agreement, the Sections and
Addenda which by their nature should survive (including, without limitation,
Sections 6.2, 6.3, 6.5, 8, 9, 11, 12, 13, 14, 16, 17, 20, 22 and 23) shall
survive and continue after any termination or cancellation of this Agreement.
In the event that this Agreement is terminated pursuant to Section 26, the
license rights granted under Section 2.1(b) shall also survive any such
termination as well as any other provisions which by their nature should
survive to give effect to the responsibilities, obligations and rights of the
parties relating to such license rights.

26.      TERMINATION.

         26.1     If any payment required by Section 9.2(a)(1) hereof is not
                  timely made (taking into consideration any applicable cure
                  period and required notice relating thereto) this Agreement
                  may be terminated by LTD. In addition, unless a renewal
                  payment is made in accordance with Section 9.2(a)(2) hereof,
                  this Agreement shall terminate on February 23, 2002 (or, if
                  renewed, following the initial three year term of this
                  Agreement, this Agreement shall terminate when an upfront
                  renewal payment that is due in accordance with Section
                  9.2(a)(2) is not made).

         26.2     Without limiting Section 26.1 regarding LTD's ability to
                  terminate this Agreement, the exclusive Rights granted under
                  this Agreement may be terminated by LTD, and shall become
                  nonexclusive rights, if HSNS fails to perform its obligations
                  under this Agreement or under the Letter Agreement in any
                  material respect; provided, however, that LTD notifies HSNS
                  of such breach and gives HSNS, in the case of a failure to
                  make any payment required under this Agreement or under the
                  Letter Agreement thirty (30) days, and in all other cases
                  ninety (90) days, to cure such breach.

         26.3     Any rights under this Section 26 are in addition to and
                  without prejudice to any right or remedy otherwise existing
                  under this Agreement or at law in respect of any breach of
                  this Agreement.


                                      18
<PAGE>   19


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

Summus, LTD.                                     High Speed Net Solutions, Inc.

By:                                              By:
   ------------------------------                    ---------------------------
Title:                                         Title:
      ---------------------------                    ---------------------------
Date:                                          Date:
      ---------------------------                    ---------------------------

Brad Richdale Direct, Inc. (which is a party hereto solely for the purposes of
Section 24 hereof).

By:
   ------------------------------
Title:
      ---------------------------
Date:
      ---------------------------

Summus Technologies, Inc. (which is a party hereto solely for the purpose of
Section 24 hereof).

By:
   ------------------------------
Title:
      ---------------------------
Date:
      ---------------------------


                                      19
<PAGE>   20


                                   APPENDIX A

                                  DEFINITIONS

"Adjusted Gross Revenue" shall mean the total amount of funds actually received
by HSNS (excluding postage and handling, C.O.D. charges, sales, value added and
other taxes) relating to the Products minus returns, chargebacks,
cancellations, undeliverables and bad debt.

"Agreement" shall mean this Marketing License Agreement.

"Authorized Sublicensee" means any person who has executed a Sublicense
Agreement approved in writing by LTD and HSNS.

"Changes" means Revisions, Enhancements and Upgrades to any Product or the
Documentation, if any, including translations into foreign languages used in
the Territory.

"Confidential Information" shall mean any competitively sensitive or secret
business, marketing or technical information of a Disclosing Party. (References
to the "Disclosing Party" and the "Recipient" are defined in Section 8). The
Disclosing Party shall take reasonable steps to call the Recipient's attention
to the confidentiality of its Confidential Information at the time of
disclosure, including by legending as "Confidential" documentation and media
containing Confidential Information, and summarizing in writing oral
disclosures of Confidential Information so the summaries are provided following
disclosure as evidence of the Confidential Information that has been imparted.
In all cases, however, LTD's Confidential Information shall include the
Products (in Object Code and Source Code form) and Documentation, including all
Changes and derivative works or translations thereof. Confidential Information
shall not include, however, information which (i) is generally known to the
public or readily ascertainable from public sources (other than as a result of
a breach of confidentiality by the Recipient or any person or entity associated
with the Recipient), (ii) is independently developed without reference to or
reliance on any Confidential Information of the Disclosing Party, as
demonstrated by written records in the Recipient's possession (which shall be
provided to the Disclosing Party at the Disclosing Party's request), or (iii)
is obtained from an independent third party who created or acquired such
information without reference to or reliance on Confidential Information of the
Disclosing Party, as demonstrated by written records in the Recipient's
possession (which shall be provided to the Disclosing Party at the Disclosing
Party's request).

"DLL" shall mean, with respect to each Product listed on Exhibit A, Part 1, the
functions and data in the dynamic-link libraries of LTD which have been
utilized by LTD to create such Product.

"Documentation" means the technical and operating documentation and
specifications relating to a Product provided to HSNS by LTD for HSNS to
provide to End Users and


                                      20
<PAGE>   21


Authorized Sublicensees and attached hereto as Exhibit B, as amended or
supplemented from time to time in writing by LTD.

"End User" shall mean any person who has executed a License Agreement.

"Enhancement" means improved performance to the existing functionality for any
portion of a Product owned by LTD that has been released to HSNS, which does
not constitute a material change in the Product or its programs.

"Government Sector" shall be defined in the traditional sense to include
national government agencies worldwide (excluding state, county, local and
other similar governmental agencies) and government contractors, but only to
the extent the government contractor is actually dealing with such a
government.

"HSNS" shall mean High Speed Net Solutions, Inc. (formerly known as zzap.net,
inc.), a Florida corporation.

"Letter Agreement" shall mean the Letter Agreement dated January 14, 1999,
among LTD, Summus Technologies, Inc., a Delaware corporation, HSNS and Brad
Richdale.

"License Agreement" means a license agreement directly between an End User and
HSNS containing terms and conditions in substantially the form of Exhibit C
hereto. LTD and HSNS shall, subsequent to the date hereof and prior to entering
into any particular License Agreement, agree in writing on the form or forms of
scope of use, pricing and other provisions of such form of License Agreement,
which are identified in such form as subject to variation or subsequent
approval by the parties, and periodically agree in writing on any changes to
the standard form of the License Agreement. The License Agreement shall in all
cases contain provisions acceptable to LTD regarding scope of use,
confidentiality, ownership by LTD of the Products and Documentation and
protection of all applicable intellectual property rights, limited warranties
and remedies, limitation of liability, and provisions permitting the End User
to use the Products only for its own internal operations. The parties
acknowledge and agree that the form of License Agreement set forth in Exhibit C
must be modified (particularly the scope of use rights) for use in connection
with the license of the right (as set forth in Exhibit A, Part 2) to create a
product utilizing the DLL which product cannot have any more functionality or
uses or applications than any single Product of the Products listed on Exhibit
A, Part 1. The parties shall, subsequent to the date hereof, agree in writing
on the form or forms of License Agreements for the license relating to the use
of the DLL to create such a product and prior to entering into each such
License Agreement, HSNS shall obtain LTD's prior written approval of the final
form of such License Agreement, which approval shall not be unreasonably
withheld. No License Agreement shall be effective, and no license to use a
Product shall be valid, unless a License Agreement has been signed by HSNS and
the End User or HSNS has received confirmation that End User agrees to be bound
by the terms of the License Agreement pursuant to a


                                      21
<PAGE>   22


method consistent with current industry practice for the distribution and
license of software by means similar to the distribution of the Products. HSNS
agrees to consult with LTD in advance and obtain LTD's written approval for any
method of licensing of the Products to End Users in a form other than by
written agreement.

"LTD" shall mean Summus, LTD., a Missouri corporation.

"Object Code" shall mean the machine executable form or forms of a Product
which results from the compilation and/or assembly of Source Code. LTD shall
have the right to specify the form of the Object Code to be provided to any
category or categories of End Users or Authorized Sublicensees.

"Products" shall mean any and all services and/or products which incorporate or
utilize the technology which currently is being, or has been, or will be
developed by LTD, including Revisions, Enhancements and Upgrades, together with
the Documentation thereof. Such Products are and shall be identified in Exhibit
A hereto, as amended or supplemented in writing from time to time by LTD. The
Products shall be provided to HSNS in only Object Code form. The Products shall
include all Changes, if any, provided to HSNS, End Users or Authorized
Sublicensees by LTD.

"Rights" shall have the meaning set forth in Section 2.1 of this Agreement.

"Revision" means a change made in a Product to correct errors or defects in the
Product or to make the Product conform to LTD's then current Documentation.

"Source Code" shall mean the version of a Product in symbolic programming
language(s) employed by LTD to develop the Product which when compiled and/or
assembled is transformed into an Object Code form of the Product.

"Sublicense Agreement" means a sublicense agreement directly between an
Authorized Sublicensee and HSNS containing terms and conditions substantially
similar to this Agreement granting an Authorized Sublicensee the right to grant
Rights to the Products to End Users pursuant to a License Agreement. The
parties acknowledge and agree that the terms of a Sublicense Agreement must be
modified from the terms of this Agreement for use in connection with the
license of the right (as set forth in Exhibit A, Part 2) to create a product
utilizing the DLL which product cannot have any more functionality or uses or
applications than any single Product of the Products listed on Exhibit A, Part
1. The terms and conditions of any Sublicense Agreement must be approved in
advance in writing by LTD and HSNS and prior to entering into each Sublicense
Agreement, HSNS shall obtain LTD's prior written approval of the final form of
such Sublicense Agreement, which approval shall not be unreasonably withheld.
In this connection, HSNS will use all reasonable efforts to protect the
legitimate interests of LTD (including the ownership by LTD of the Products and
associated intellectual property rights and the rights to receive royalties
consistent with the


                                      22
<PAGE>   23


intent of this Agreement and the Letter Agreement (and to verify those
royalties)) in selecting Authorized Sublicensees and, if mutually agreed,
negotiating Sublicense Agreements.

"Territory" means anywhere in the world. It is agreed and acknowledged that LTD
reserves the right to condition licenses granted in the Territory, or make
adjustments to the Products or Documentation licensed in the Territory, to the
extent advisable in LTD's judgment to protect LTD's intellectual property
rights and upon providing HSNS with specifically stated reasons in reasonable
detail for such conditions or adjustments. Such conditions or adjustments may
include disabling codes with expiration dates of short duration, limitation of
installation to urban areas or specified regions, exclusion of development
tools, compliance with local laws at HSNS's or the End User's expense, special
signature, insurance or indemnity requirements, special audit requirements,
and/or reasonable standards for all in-country use of the Products and
Documentation.

"Upgrade" shall mean changes (if any) made in any Product to permit the Product
to be used and to operate properly with versions of an operating system that
are supported by LTD or a release of a Product subsequent to the initial
delivery in which LTD has incorporated accumulated Revisions or Enhancements,
together with new or revised Documentation which properly describes the updated
Product.


                                      23
<PAGE>   24


                                   EXHIBIT A

                           1. DESCRIPTION OF PRODUCTS

The Streaming Product, Video Mail Product (Release 1.0), and 4U2C Product as
further identified and specified in the Documentation on Exhibit B hereto.

As and when developed and completed, the contemplated Video Conferencing
Product currently in process of development shall also be a Product hereunder
and at such time as such Product is developed and completed, LTD will
supplement this Exhibit to add such Product and supplement Exhibit B to add the
related Documentation.

As and when completed, the contemplated Release 2.0 of the Video Mail Product
currently in process of completion shall be an Upgrade to an existing Product
hereunder and at such time as such Release 2.0 is completed, LTD will
supplement this Exhibit to add such Release 2.0 as an Upgrade and supplement
Exhibit B to add the related Documentation.

                          2. ADDITIONAL LICENSE RIGHTS

In addition to the Products listed above, HSNS may license to End Users and
Authorized Sublicensees, in accordance with the terms and conditions of this
Agreement, the right to create a product utilizing the DLL which product cannot
have any more functionality or uses or applications than any single Product of
the Products listed above in Part 1, pursuant to a License Agreement or
Sublicensee Agreement, each of which must be agreed to in advance in writing by
LTD. Although the DLL is not a Product, the foregoing additional license rights
shall be included in the definition of Product hereunder.


                                      24
<PAGE>   25


                                   EXHIBIT B

                                 DOCUMENTATION

The Documentation for the Streaming Product, Video Mail Product (Release 1.0)
and 4U2C Product is attached hereto.


                                      25
<PAGE>   26


                                   EXHIBIT C

                           FORM OF LICENSE AGREEMENT


The attached form of License Agreement contains the required terms for the
License Agreement.



                                      26
<PAGE>   27


                                   EXHIBIT D

                             THIRD PARTY MATERIALS

See Exhibit B. The Documentation for each Product as listed in Exhibit B lists
any Third Party Materials for such Product.


                                      27
<PAGE>   28


                                   EXHIBIT E

                    Existing Licensing/Marketing Agreements:

         To the best of LTD's knowledge, after due diligence and investigation,
the existing licensing/marketing agreements are as attached hereto.


         HSNS shall cooperate with LTD, and permit LTD to amend this Exhibit,
to the extent that additional existing licensing/marketing agreements are
identified after the date hereof which do not unreasonably interfere with
HSNS's rights hereunder.

                                                                      EXHIBIT E
<TABLE>
<CAPTION>
AGREEMENT TYPE               COMPANY NAME                                         DATE
--------------               ------------                                         ----

<S>                          <C>                                                 <C>
IDV                          Adobe Systems, Inc.                                  6/15/96
MDI                          Adobe Systems, Inc.                                  9/26/97
NDA                          Applied Communications Concerts, Inc.                3/11/96
PDA                          Ball Corp.                                            9/7/94
CA                           Base-Ten Systems Inc.                                 9/2/94
PDA                          BellSouth                                            10/6/95
NDA                          Booz-Allen & Hamilton Inc.                          10/18/95
NDA                          Cambridge Parallel Processing Ltd.                   11/5/95
CNCA                         Carolina First                                       5/14/98
NDA                          CBI Microsystems                                     7/29/97
NDA                          Century Business Services                             3/2/98
PLA                          Chori America Inc.                                   5/15/98
SLA                          Clorepo Inc.                                         12/4/95
PLA                          Compaq Computer Corp.                                2/21/97
                             Compression Systems                                 10/16/96
NDA                          CompuServe                                           3/15/96
SLA                          Computer Presentations Inc.                          3/15/93
LMA                          Computer Presentations Inc.                          12/9/94
SLA                          Concept Corp.                                       10/17/96
NDA                          Concurrent Computers                                 2/17/98
NDA                          Connectix Corp.                                      7/18/96
PDA                          Continuum Technology Corp.                           8/17/95
PDA                          Conversant Systems                                    8/1/94
NDA                          Corel Corp.                                          1/19/96
SLA                          Corel Corp.                                          4/24/96
NDA                          CRYPTEK Secure Communications                        3/31/98
NDA                          Cycore Computers                                     11/1/97
</TABLE>


                                      28
<PAGE>   29

<TABLE>
<CAPTION>
AGREEMENT TYPE               COMPANY NAME                                         DATE
--------------               ------------                                         ----

<S>                          <C>                                                 <C>
LA                           DANA Commercial Credit                                3/9/95
NDA                          Danzell Investment Management Co.                    2/23/98
PLA                          Digital Equipment Corp.                              7/24/97
PLA                          Digital Equipment Corp.                              1/15/98
NDA                          Eastman Kodak Co.                                   10/29/97
NDA                          EDI of S.C.                                          7/11/97
PDA                          Envisage Systems Ltd.                                1/29/96
LA                           Ervin Leasing Co.                                   10/23/95
NDA                          Fiber & Wireless Inc.                               12/11/96
MOU/NDA                      Fiber & Wireless Inc.                                8/11/97
NDA                          Friedman, Billings, Ramsey & Co. Inc.                 2/3/98
SLA                          FujiFilm                                              4/7/97
NDA                          Fuji Medical Systems                                  8/6/97
SLA                          The Great Human Infocom                              9/22/97
PDA                          Harris Corp.                                         1/19/94
NDA                          Harris Corp.                                         2/20/95
LA                           Harris Corp.                                        12/11/96
SLA                          Harris Corp.                                         2/24/97
NDA                          HAWA Communications Inc.                             2/25/98
PNDA                         HDS                                                  12/7/94
SLA                          HDS                                                  5/11/95
NDA                          I/O Software Inc.                                     4/9/97
SLA                          IBM                                                 11/30/95
LA                           Idmatics                                             12/8/97
NDA                          Image Data LLC                                       9/16/97
PDA                          Image etc.                                           10/2/95
SLA                          Image etc.                                            1/8/96
SLA                          Infogrames                                           3/15/96
NDA                          Information Sciences Group Inc.                      7/23/97
NDA                          InMedia Presentations Inc.                            6/9/97
SLA                          InMedia Presentations Inc.                            7/2/97
NDA                          InSoft Inc.                                          4/24/96
NDA                          Infomedia Inc.                                       8/27/97
SLA                          Integrated Computing Engines Inc.                   12/19/96
TRA                          Integrated Computing Engines Inc.                     2/7/97
TRA                          Integrated Computing Engines Inc.                     2/7/97
TRA                          Integrated Computing Engines Inc.                    2/24/97
NDA                          Integrated Computing Engines Inc.                    9/10/97
NDA                          Iomega                                               11/3/97
NDA                          Iomega                                              11/10/97
PDA                          ION Corp.                                             4/9/96
</TABLE>


                                       2
<PAGE>   30

<TABLE>
<CAPTION>
AGREEMENT TYPE               COMPANY NAME                                         DATE
--------------               ------------                                         ----

<S>                          <C>                                                 <C>
NDA                           IPIX                                                2/18/98
MOU                           Kinsey, Vincent, Pyle P.A.                           3/6/98
NDA                           Ledge Multimedia                                    8/25/97
NDA                           LG Electronics                                      4/29/96
NDA                           Live Pix Co.                                        5/15/97
NDA                           McDonnell Douglas Corp.                             5/11/92
PDA                           Magnavox                                             7/1/93
RDA                           Magnavox                                            4/11/94
PDA                           Magnavox                                            5/26/94
SBA                           Magnavox                                           10/21/94
MOU                           Magnavox                                            1/13/95
LA                            Magnavox                                            8/11/95
NDA                           Medison                                            10/29/97
PNDA                          MEGA International Services Inc.                    8/26/96
NDA                           Megahertz Corp.                                     11/7/94
NDA                           MicroSoft Corp.                                     11/7/96
LA                            Mitre Corp.                                        12/10/97
DA                            Motorola                                            8/16/95
PDA                           National Access                                     1/29/96
PDA                           Naval Undersea Warfare Center                       9/21/95
PDA                           NBS                                                12/14/95
PNDA                          Odectics/Gyyr Inc.                                  12/1/95
NDA                           Old Dominion Funding Group                          5/14/98
NDA                           Omni Vision Technologies Inc.                      12/18/97
PDA                           OptiMed Tech                                       10/12/95
PDA                           Origin Ltd.                                          3/5/96
TPSA                          Panasonic Technologies Inc.                          4/3/98
LA                            PassTech Inc.                                       8/11/97
SA                            PEN-TECH Associates Inc.                            9/18/95
BNDA                          Philips Semiconductors                              12/8/98
PNDA                          Photo Telesis Corp.                                  9/7/94
CA                            Prodigy Services Co.                                7/27/95
PDA                           PROSTAR                                              2/1/96
MOU                           Prosolvia Research & Technology                      4/9/97
Trm. Agrmnts.                 Pyrotechnix Inc.                                    2/28/96
Trm. Contrcts.                Pyrotechnix Inc.                                    4/18/96
SLA                           Raytheon Co.                                        2/23/95
PDA                           Raytheon TI Systems Inc.                           10/28/97
PLA                           Raytheon TI Systems Inc.                             3/4/98
PDA                           Rockwell International                              8/11/95
NDA                           SATC                                                10/8/97
</TABLE>

                                       3
<PAGE>   31
<TABLE>
<CAPTION>
AGREEMENT TYPE               COMPANY NAME                                         DATE
--------------               ------------                                         ----

<S>                          <C>                                                 <C>
PDA                           SCRA                                                7/18/95
NCNDCA                        Law Offices of Paresh Shah                          5/20/98
NCNDCA                        Law Offices of Paresh Shah                          5/20/98
PDA                           Seaside Consulting                                   3/4/96
SLA                           SEMS                                                7/11/96
NDA                           Sonetech Corp.                                       4/4/97
MOU                           Sonetech Corp.                                      8/12/97
NDA                           Surgical Navigation Technologies                     2/6/98
LMA                           Symbol Technologies Inc.                            9/17/96
ADS                           Symbol Technologies Inc.                            7/22/97
NDA                           Tactics US                                          5/22/98
NDA                           Texas Gilbert Co. Inc.                              2/19/98
SLA                           3D Cubed                                            12/1/97
                              USC                                                 8/26/93
Research Arg.                 USC                                                 7/21/97
                              USC                                                11/21/97
NDA                           Verinet Inc.                                        9/12/97
Settlmnt. Arg.                Verinet Inc.                                         5/5/98
CA                            Virtual Resources Inc.                               2/5/98
LMA                           Voxware Inc.                                         5/6/98
LMA                           Waite Group Inc.                                    7/15/96
NDA                           White Pine Software                                 12/4/96
LOI                           White Pine Software                                  3/6/97
NDA                           Winnov                                              11/1/96
TRA                           Winnov                                               4/5/97
NDA                           William K. Woodruff & Co. Inc.                       2/5/98
DDA                           Visualmail Systems Inc.                            10/31/97
CA                            WorldScape L.L.C.                                  11/12/96
NDA                           WorldScape L.L.C.                                   7/15/97
NDA                           Xaos Tools                                         10/16/97
NDA                           Kalman Barson                                       5/15/98
NDA                           James Bellew                                        2/24/98
Manufactures                  Jim Burch                                           8/10/94
Sales Agent
Agreement
NDA                           Knox Carey                                          5/20/98
Receipt for                   Gary Hewer                                          11/5/96
Software
Acknowledgement
Technical Rights              Martin Lindberg                                     5/26/97
Agreement
</TABLE>

                                       4
<PAGE>   32

<TABLE>
<CAPTION>

AGREEMENT TYPE               COMPANY NAME                                         DATE
--------------               ------------                                         ----

<S>                          <C>                                                  <C>
NDA                           Michael Myrick                                      5/28/98
NDA                           Abe Ostovsky                                        2/13/98
NDA                           Andy Prokop
NDA                           Fritz Reichert                                      2/12/98
NDA                           B.W. Stuck                                           2/8/98
LMA                           Telia
LMA                           World Connect
LMA                           ICC
LMA                           BARAKA Intra Com
</TABLE>


                                       5
<PAGE>   33


KEY:

<TABLE>
<CAPTION>
<S>               <C>
ADS               Agreement for Development Services
BNDA              Bilateral Non-Disclosure Agreement
CA                Confidentiality Agreement
CNCA              Confidentiality and Non-Competition Agreement
DDA               Development and Distribution Agreement
IDV               Agreement for Receipt of Confidential Information
LA                Lease Agreement
LMA               License and Marketing Agreement
MDI               Mutual Disclosure of Information
MOU               Memorandum Agreement
NCNDCA            Non-Circumvention, Non-Disclosure, and Confidentiality Agreement
NDA               Non-Disclosure Agreement
PDA               Proprietary Information Agreement
PLA               Product Loan Agreement
PNDA              Proprietary Non-Disclosure Agreement
RDA               Research and Development Agreement
SA                Sales Agreement
SBA               Special Bailment Agreement
SLA               Software License Agreement
Stt.A             Settlement Agreement
TPSA              Temporary Personnel Services Agreement
TRA               Technical Rights Agreement
</TABLE>


                                       6