SOFTWARE LICENSE AGREEMENT


This Software License Agreement (the "Agreement") is made and entered into as of
this 18th day of February, 2000 (the "Effective  Date"),  by and between Summus,
Ltd., a Delaware corporation ("Licensor"), and High Speed Net Solutions, Inc., a
Florida  corporation  ("Customer"),  with  reference to the following  facts and
circumstances:


A. Licensor has developed certain software  programs and anticipates  developing
certain  software  programs and will promote  licensing of such programs through
the  distribution  of materials  substantially  in the form as those attached to
this  Agreement as Exhibit A.1  ("Description  Materials").  In reliance on such
Description Materials, Customer desires to license such software.


B. Licensor and Customer  envision a close working  relationship with respect to
Licensor's software such that Customer  anticipates  regularly:  (i) acting as a
beta-version user of Licensor's software;  (ii) providing  prospective licensees
for Licensor's software; and (iii) providing references for or demonstrations of
Licensor's  software.  Licensor  desires to create an incentive  for Customer to
participate in these  activities  and, as such,  Customer  desires that Licensor
share with  Customer  revenues  received  from third party  users of  Licensor's
software  and pay  Customer  for  certain  agency  activities.  To effect  these
incentives,  Licensor and Customer have entered into a Revenue Sharing Agreement
simultaneously with executing this Agreement.


C.       Licensor desires to grant certain software  license  rights to Customer
in return for certain  fees and on the terms and  conditions  contained  in this
Agreement.


NOW THEREFORE,  based on the above premises and in  consideration  of the mutual
covenants and agreements contained herein, the parties agree as follows:


1.       DEFINITIONS.
As used herein,  the  following  terms,  when used in the singular,  plural,  or
possessive form shall have the respective meanings set forth below:


1.1      "Designated Activities" shall mean operating the MaxxSystem, any of the
MaxxSystem functional components, or the Reader Software, either alone or in any
combination,  to perform any of the  activities  described by Exhibit A.1 or the
functional  equivalents  thereof,  for  clients/customers  of  Customer  or  for
Customer's  own benefit,  including  but not limited to,  creating  content for,
developing,   sending,  tracking,   viewing,   receiving,   reading  cataloging,
distributing  and streaming Rich Media Messages or other digital  content as may
be supported,  and distributing Reader Software to clients/customers and members
of the public.

1.2      "Documentation"  shall  mean  the  complete  set of  operating  manuals
necessary to enable Customer to properly use the Licensed Software.  The initial
documentation to be provided by Licensor shall include a Users Manual and a
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Reference  Manual for each of the components of the Licensed Server Software and
Reader  Software.  Such manuals may be provided in electronic form as help files
or in other electronic format.

1.3      "Fees"  shall  mean the total of the  following  fees  (all as  defined
either in this  Section  1.3 or below in the text of this  Agreement,  including
Exhibits): "License Fee," "Software Maintenance Fee," and "Revenue Based Fee."

1.4     "License Fees" shall have the meaning given in Section 3.1.

1.5      "Licensed  Server  Software"  shall mean the  Licensed  Software  other
than the Reader Software.

1.6      "Licensed  Software" shall mean the Licensed Server Software and Reader
Software  collectively,  consisting of the first generally  available version of
the  MaxxSystem  program,  as more fully  described on Exhibit A, in Object Code
form, and any released New Versions provided under this Agreement.

1.7      "New Versions" shall  mean  any  versions of the Licensed Software that
Licensor releases after the Effective Date of this Agreement including (a) error
corrections,  maintenance  releases,  and major and minor  releases and products
that supersede the Licensed Software; (b) any migration aids for users migrating
from the prior  version  of the  Licensed  Software;  and (c) any  Documentation
related to either (a) or (b). A product  shall be  considered  to supersede  the
Licensed  Software  if (i)  Licensor  ceases  actively  marketing  the  Licensed
Software,  (ii) persons  inquiring  about  licensing  the Licensed  Software are
offered the new product  instead,  and (iii) the new  product  handles  creation
and/or delivery of Rich Media Messages.

1.8      "Object  Code"  shall mean the code that can be  executed  directly  or
indirectly by a computer's  central  processing  unit, which may include without
limitation such things as compiled  machine readable binary code, human readable
scripts,  and  interpreted  code or other code that does not need to be compiled
before execution. Object Code shall not include code in human-readable form that
would normally be compiled before execution on a computer.

1.9      "Premier Partner" shall mean a customer,  including Customer, with whom
we envision a close working  relationship  and with whom the Licensor desires to
create  incentives to participate in certain  activities to such as beta testing
or  demonstration of the Licensed  Software.  The incentives may include certain
exclusive and non-exclusive marketing benefits or payments.

1.10     "Quarterly  Period" shall mean each calendar quarter (i.e., a period of
three (3) consecutive  calendar months  commencing on January 1, April 1, July 1
or October 1 of each year) during the term of this Agreement, with the exception
of the first  Quarterly  Period,  which shall commence on the Effective Date and
end on the last day of that calendar  quarter.  The last Quarterly  Period shall
end on the date of expiration or termination of this Agreement, thereby possibly
comprising fewer than three (3) months.
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1.11     "Reader  Software"  shall mean any version of any part or  component of
the MaxxSystem  program or a separate program designed to be used in conjunction
with MaxxSystem or inter-operate  with  MaxxSystem,  in Object Code form and any
released New Versions  and/or  Software  Updates,  that is: (i)  distributed  or
intended to be  distributed  by the Licensed  Server  Software with a Rich Media
Messages or other  digital  content as may be  supported;  (ii) is downloaded or
sent   from   the   Licensed   Server   Software   to  a  remote   computer   or
internet-connected   device  for  execution  in   connection   with  viewing  or
interacting  with a Rich  Media  Messages  or other  digital  content  as may be
supported;  or (iii)  installable or required to be installed on the recipient's
computer or internet-connected  device to enable the recipient of the Rich Media
Messages to view Rich Media  Content,  including  but not limited to a `thin' or
`thick' client player, any  self-extracting  executable files with embedded Rich
Media Content, any plug-ins or applets, or any similar viewing technology.

1.12     "Related   Agreements"  shall  mean  agreements  between  Licensor  and
Customer  related to or incorporated  by the MLA and agreements  based on either
Licensor or Customer's rights and obligations under the MLA, including,  but not
limited  to, the Letter  Agreement  incorporated  by the MLA and any  agreements
relating to or arising from the Samsung opportunity.


1.13     "Revenue Based Fee" shall have the meaning given in Section 3.2 of this
Agreement.

1.14     "Rich Media  Content"  shall mean any visual or graphic or  multi-media
content and user interaction  metaphor beyond a plain ASCII text  representation
of information,  including but not limited to video,  still images of any format
or type, audio,  streaming content,  compressed  content,  animation,  and color
graphics, any of which may contain interactive controls, user response/selection
targets  and  hotspots,  dialog  and  information  display  capabilities,  voice
response capability, and similar user interaction features.

1.15     "Rich Media Message" shall mean electronic Rich Media Content  delivery
transmitted  in any manner  and  through  any  portion  of the  Internet  or any
entities' internal network that delivers and presents Rich Media Content for the
intended recipient.

1.16     "Software   Maintenance   Agreement"   shall  mean  the  agreement  for
maintenance of the Licensed  Software entered into between Customer and Licensor
concurrently with this Agreement.

1.17     "Software Maintenance Fee" shall mean the Maintenance Fee payable under
the Software Maintenance Agreement.

1.18     "Source  Code" shall mean the  human-readable  code that  produces  the
compiled machine readable form of Object Code.

1.19     "Use Level Percentage" shall mean ten percent (10%).

1.20     "Virus" shall mean any computer code intentionally designed to disrupt,
disable,  harm,  or  otherwise  impede  in  any  manner,  including  aesthetical
disruptions or distortions,  the operation of the computer program, or any other
associated  software,  firmware,  hardware,  or computer system (including local
area or wide-area networks), in a manner not intended by its creator(s).
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1.21     "Volume of Use" shall mean  unlimited use  of the Licensed Software for
the Designated Activities

2.       LICENSE.

         2.1  LICENSED  SERVER  SOFTWARE.  Subject to  Customer  fulfilling  its
obligations  hereunder,   Licensor  hereby  grants  to  Customer  a  world-wide,
non-exclusive,  irrevocable  (subject to the  termination  provisions  set forth
herein)  license  (1) to use the  Licensed  Server  Software in Object Code form
only, and  Documentation  to perform the Designated  Activities at the Volume of
Use; (2) to use the Licensed Server Software and the Documentation in connection
with backup and disaster  recovery  procedures  in the event of  destruction  or
corruption of the Licensed  Server  Software or disasters or  emergencies  which
require  Customer to initiate  disaster  recovery  procedures;  and (3) to make,
reproduce and internally  distribute  copies of the Licensed Server Software and
related  Documentation,   either  electronically  or  otherwise,  as  reasonably
required to support  Customer's use of the Licensed  Server  Software for backup
purposes.  Customer  shall not have the right or license to make any  derivative
works (within the meaning of 17 U.S.C 101)  incorporating or based on any of the
Licensed Server Software, or any portion thereof, except as may be necessary for
the use of the Licensed Server Software for its normal, intended use.

         2.2 READER  SOFTWARE  LICENSE.  Subject to the Customer  fulfilling its
obligations  hereunder,   Licensor  hereby  grants  to  Customer  a  world-wide,
non-exclusive,  non-transferable  irrevocable  license  to (1) to use the Reader
Software,  in Object Code form only, to perform the Designated Activities at the
Volume  of  Use;  (2) to use  the  Reader  Software  and  the  Documentation  in
connection  with  backup  and  disaster  recovery  procedures  in the  event  of
destruction  or  corruption of the Reader  Software or disasters or  emergencies
which require Customer to initiate  disaster recovery  procedures;  (3) to make,
reproduce and distribute to the public-at-large an unlimited number of copies of
the Reader  Software and any related  Documentation,  either  electronically  or
otherwise,  to the extent  necessary to fully utilize the license rights granted
in (1) through (2); and (4) to authorize third party vendors to make,  reproduce
and  distribute  to the  public-at-large  an  unlimited  number of copies of the
Reader  Software  and  any  related  Documentation,   either  electronically  or
otherwise,  together  with the  products of such third party  vendors.  Customer
shall not have the right or license to make any  derivative  works  (within  the
meaning of 17 U.S.C 101)  incorporating  or based on any of the Reader Software,
or any portion  thereof,  except as may be  necessary  for the use of the Reader
Software for its normal, intended use.

         2.3 NEW VERSIONS.  New Versions will be provided to Customer  under the
terms of the Software Maintenance Agreement. When provided to Customer under the
Software  Maintenance  Agreement,  New  Versions  will be  treated  as  Licensed
Software under this Agreement.
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         2.4  OUTSOURCING.  Customer  shall not have the right to  sublicense to
third parties any or all of the license  rights  granted to Customer  hereunder;
provided,  however,  that Customer may outsource to a third party performance of
Designated Activities for Customer under Customer's license.


         2.5 SOFTWARE PLATFORM PORTABILITY. Customer shall have the right, under
the grant of license rights in this Article 2, to operate the Licensed  Software
on any operating systems for which Licensor makes a generally  available version
of the Licensed Software  generally  available to its customers.  Customer shall
have the right to receive the Licensed  Software version for each such operating
system.  At Customer's  request  Licensor  shall  promptly  deliver the Licensed
Software version for such operating systems to Customer.

         2.6 READER SOFTWARE MODIFICATIONS.  Upon request of Customer,  Licensor
shall perform in prompt commercial fashion  modifications of the Reader Software
requested  by  Customer  in order to allow the Reader  Software  to  function in
integrated  fashion  with the  software  products  of a  customer  of  Customer.
Customer shall pay Licensor's standard consulting fees for such service, subject
to the Most Favored Customer clause of this Agreement.

3.       LICENSE FEE.

         3.1 LICENSED  SOFTWARE.  In partial  consideration  of licenses granted
hereunder, Customer shall pay to Licensor a one- time license fee of One Million
Dollars ($1,000,000) at the Volume of Use (the "License Fee").

         3.2 REVENUE BASED FEE. In addition to the License Fee,  Customer  shall
pay to Licensor an ongoing use fee (the  "Revenue  Based Fee") for the  Licensed
Software in an amount equal to the greater of: (a) the gross revenues  generated
by Customer with the Licensed  Software  multiplied by the Use Level Percentage;
or (b) the amount  equal to Three Cents  (3(cent))  multiplied  by the number of
Rich Media  Messages  actually  delivered  to  recipients.  The  Customer  shall
reconcile  accounts  each  Quarterly  Period and shall pay the Revenue Based Fee
within one month following the end of the Quarterly  Period.  The Customer shall
have the right at its sole  discretion to apply any Customer  Credit  amounts in
lieu of paying the Revenue Based Fee until any such  Customer  Credit as defined
in the Master Agreement amounts are exhausted.

4.       DELIVERY.

         4.1 DELIVERABLES;  TIMETABLE. For each of the components of MaxxSystem,
as described in Exhibit  A.1, on the  "Release  Dates"  described in Exhibit A.3
Licensor shall deliver to Customer the Licensed  Software and Documentation in a
form and with sufficient  reliability to constitute a commercial  release of the
Licensed Software ("Deliver" or "Delivery").

         4.2  OBLIGATION  AND RIGHT TO TEST. If before the Release Date Licensor
requests  Customer to perform tests of the software in alpha version,  and tests
of the software in beta version,  Customer shall use its best efforts to perform

<PAGE>

such tests,  provided,  however,  Customer shall not be required to perform more
than one such test in a one (1) month  period.  Regardless  of whether  Licensor
requests  Customer  to  perform  such  tests,  Customer  shall have the right to
perform  one (1) test of a beta  version  of the  Licensed  Software  before the
Release Date.  Customer shall promptly notify Licensor in writing of the results
of any tests  performed  pursuant to this Section  4.2.  During such "beta" test
period, Licensor shall dedicate Level III support resources to Customer;

         4.3 DELIVERY  DELAY.  In the event that Licensor  fails to Deliver each
component  of the Licensed  Software  within 90 days of the date  stipulated  in
Exhibit A.3, , Licensor shall be deemed in material breach of this Agreement and
Customer  shall  have  the  option  at its sole  discretion  to  terminate  this
Agreement.

5.       MARKETING BENEFITS.

5.1      TIME TO  MARKET.  In  consideration  of the  Customer  being a  Premier
         Partner:

         o        Licensor shall provide the "beta" version of MaxxSystem, under
                  licensing   instructions   appropriate  to  beta  testing,  to
                  Customer  for a  period  of not  less  than 30 days  prior  to
                  production  (general)  availability.  During  such "beta" test
                  period, Licensor shall dedicate Level III support resources to
                  Customer;

         o        Licensor  shall use its  commercially  reasonable  efforts  to
                  cause all  other  licensees  of the  Licensed  Software  to be
                  limited as to the date upon which such  licensees can publicly
                  announce  their use of the Licensed  Software.  Licensor shall
                  further  provide  Customer with the right and  opportunity  to
                  publicly  announce  Customer's  use of the Licensed  Software,
                  such  announcement  being on or  before  a date  two  weeks in
                  advance  of the date upon  which  Licensor  allows  such other
                  licensees to announce their use.

6.       COMPLIANCE WITH LAWS.  Licensor shall modify the Licensed Software on a
         timely  basis in the  event  that any  change in the  laws,  rules,  or
         regulations  reflected in any features of the  Licensed  Software  make
         such  modification  necessary  and shall provide such  modification  to
         Customer as a New Version.

7.       TERMINATION OF MLA AND RELATED AGREEMENTS.

         7.1 TERMINATION OF PRIOR  AGREEMENTS.  By this Agreement,  Licensor and
Customer  specifically  terminate  the MLA and the  Related  Agreements  and all
obligations, rights and interests of the parties thereunder;  provided, however,
that  provisions  related to  confidentiality  and limitation of liability shall
survive.
<PAGE>

8.       PROPRIETARY RIGHTS.

         8.1 SCOPE.  All right,  title,  and interest to the  Licensed  Software
shall remain with Licensor and Customer obtains only the license as specified in
Article 2 hereof.

         8.2 LEGENDS.  Customer shall not remove,  deface,  or otherwise obscure
any copyright,  patent,  trademark,  service mark, or other  proprietary  legend
("Proprietary  Legends")  on either  the  Licensed  Software  or  Documentation.
Furthermore,   Customer   shall   include  such   Proprietary   Legends  in  any
reproductions of either the Licensed Software or Documentation  that Customer is
permitted to make.  Customer's  obligation  under this Section 8.2 shall survive
the expiration or termination of this Agreement for any reason.

9.       INDEMNIFICATION.

         9.1 SCOPE. Licensor shall indemnify and hold harmless Customer, and its
directors,  officers,  employees,  agents,  successors,  assigns,  licensees and
customers against any and all claims, penalties, losses, liabilities, judgments,
settlements,  awards, damages and costs (including but not limited to reasonable
legal fees,  expert witness fees and expenses)  arising out of or related to any
claim of  patent,  trademark  or  copyright  infringement  and  claims of unfair
competition  or trade secret  violation,  and any other claim arising out of the
sale,  possessions or use of the Licensed Software  (collectively  "Claims") and
will reimburse  Customer from time to time for any reasonable legal fees, expert
witness fees or other expenses  (including the reasonable  value of the services
of  in-house  counsel)  reasonably  incurred  by  Customer  in  connection  with
investigating any such action or Claim as such expenses are incurred.

         Customer shall indemnify and hold harmless Licensor, and its directors,
officers,  employees,  agents,  successors,  assignees,  licensees and customers
against  any  and  all  claims,  penalties,  losses,  liabilities,   judgements,
settlements,  awards, damages and costs (including but not limited to reasonable
legal fees,  experts witness fees and expenses) arising out of or related to its
use of the  Licensed  Software,  except  for  Claims  covered  by the  preceding
paragraph,  unless such Claims are Excepted Claims (as defined below).  Customer
expressly  indemnifies  Licensor  for  any and all  claims,  penalties,  losses,
liabilities,  judgements, settlements, awards, damages, and costs (including but
not limited to reasonable legal fees, experts witness fees and expenses) arising
our of or related to any claim of patent,  trademark or  copyright  infringement
and claims of unfair competition or trade secret violation,  and any other claim
arising  out of the  development,  sale,  possession,  use  or  distribution  of
MaxxNote or MaxxAd content,  Customer's web site content and the like.  Customer
will  reimburse  Licensor from time to time for any legal fees,  expert  witness
fees or other  expenses  (including  the  reasonable  value of the  services  of
in-house   counsel)   reasonably   incurred  by  Licensor  in  connection   with
investigating any such action or claim as such expenses are incurred.

         9.2 ADDITIONAL INDEMNITY TERMS. Moreover, Licensor shall defend, at its
expense,  any action or proceeding  brought against Customer based upon a Claim,
including the payment of reasonable  attorney's  fees,  expert  witness fees and
costs of suit  incurred  thereby.  In  defending  or  settling  any such  Claim,
<PAGE>

Licensor  may  elect to (i)  obtain  the  right  of  continued  use of  Licensed
Software, or part thereof, which is alleged to be infringing, or (ii) replace or
modify the Licensed  Software,  or part  thereof,  so as to avoid such Claim and
thereupon Customer shall cease to use the version of the Licensed  Software,  or
part thereof,  that was replaced or modified.  Licensor will not be obligated to
indemnify,  defend  or  settle  any  Claim  resulting  from  or  related  to any
additions,  modifications, or changes to the Licensed Software made by Customer,
its affiliates, successors or assigns, or resulting from the use of the Licensed
Software with any third party  materials (collectively,  the "Excepted Claims").
Licensor  shall have the  option to control  such  defense  with  counsel of its
choice,  but shall not settle any such Claim  without the  consent of  Customer,
which shall not be unreasonably  withheld,  unless such settlements involve only
the payment of money damages for which Customer is fully  indemnified.  Customer
shall provide reasonable  cooperation,  at Licensor's  expense, to Licensor with
respect  thereto.  Customer may  participate  in such defense at its own expense
subject  at all  times  to  Licensor's  right  to  control  the  defense  of the
proceeding.

         9.3  FAILURE  OF  INDEMNIFICATION  PROVISIONS.  If for any  reason  the
foregoing  indemnification is unavailable to Customer or insufficient to hold it
harmless, then Licensor shall reimburse Customer for all amounts paid or payable
by Customer as a result of such Claims,  which shall include,  for example,  the
costs of defending  against any Claims because of Licensor's  failure to provide
the defense specified in Section 9.2 above.

         9.4 DUTIES.  Each party's right to  indemnification  under Sections 9.1
and 9.2 above is conditioned upon the indemnified  party (i) promptly  notifying
the indemnifying  party in writing of any Claim, (ii) providing the indemnifying
party with all  reasonable  assistance  for the  defense or  settlement  of such
Claims,  (iii) with respect to Claims,  Customer granting to Licensor reasonable
authority  and control for the defense or  settlement  of such Claims,  and (iv)
each party fully observing all material terms and conditions of this Agreement.

         9.5 WORK AROUND.  With  respect to a Claim,  if a final  injunction  is
obtained  against  Customer,  Licensor  will, at Licensor's  option and expense,
either  (i)  procure  for  Customer  the right to  continue  using the  Licensed
Software  or (ii)  replace or modify  the  infringing  portion  of the  Licensed
Software so that it becomes non-infringing yet functionally  equivalent,  or, if
the foregoing options are not available  without undue expense,  or (iii) refund
all monies  paid by Customer to  Licensor  with  respect to that  portion of the
Designated Activities affected by such injunction under this Agreement; provided
that any such  procurement,  modification or refund by Licensor will not relieve
it of any other liability under this Agreement.

10.      WARRANTIES.

         10.1 TITLE.  Licensor represents and warrants that it has full title to
and ownership of the Licensed Software,  Reader Software,  and Documentation and
all  intellectual  property rights embodied in or used in connection  therewith,
free  and  clear  of  liens  (except  those  that  may be  established  by  this
Agreement), claims and encumbrances, and that it has full power and authority to
grant the licenses in Article 2 above.
<PAGE>

         10.2 CONFORMITY TO  REPRESENTATIONS.  Licensor  represents and warrants
that the Licensed Software is in material compliance with all specifications and
all other  statements or claims found in the  Description  Materials of Licensor
given in Exhibit A.1, and found in the  Documentation.  The Documentation  fully
describes  the  proper  procedure  for  using  the  Licensed   Software  and  is
comprehensive  enough to enable a person of average  intelligence to operate the
Licensed Software in an efficient manner.

         10.3  WARRANTY.  Licensor  represents  and  warrants  that the Licensed
Software   shall   operate  and  function  in  material   compliance   with  the
Documentation.  Notwithstanding  the foregoing,  Licensor makes no warranty that
all errors have been or can be eliminated from the Licensed Software.

         10.4 PHYSICAL MEDIA.  Licensor represents and warrants each copy of the
Licensed  Software,  including New  Versions,  is and will be free from physical
defects in the media that tangibly  embodies the Licensed  Software for a period
of ninety (90) days after delivery.

         10.5  VIRUS  FREE;  NO  DISABLING  CODE.  Licensor  hereby  represents,
warrants and covenants that the Licensed Software delivered under this Agreement
shall contain no Viruses.  Licensor  hereby  represents,  warrants and covenants
that the Licensed  Software does not and will not contain any computer code that
would disable the Licensed  Software or impair in any way its operation based on
the  elapsing of a period of time,  exceeding  an  authorized  number of copies,
advancement  to a  particular  date or other  numeral,  or other  similar  self-
destruct  mechanisms  (sometimes  referred to as "time bombs",  "time locks", or
"drop  dead"  devices)  or that would  permit  Licensor  to access the  Licensed
Software to cause such  disablement  or impairment  (sometimes  referred to as a
"trap door"  device).  Licensor  agrees that in the event of a breach or alleged
breach of this Section 10.5 that Customer  shall not have an adequate  remedy at
law,  including  monetary  damages,  and that  Customer  shall  consequently  be
entitled to seek a temporary  restraining  order,  injunction,  or other form of
equitable relief against the continuance of such breach,  in addition to any and
all remedies to which Licensor shall be entitled.

         10.6 MOST FAVORED  CUSTOMER.  Licensor  represents  and warrants  that,
taken in the aggregate, all prices, charges, benefits,  credits,  warranties and
terms granted to Customer  pursuant to this Agreement are comparable to, or more
favorable to, Customer than the prices, charges, benefits,  credits,  warranties
and terms in the aggregate that Licensor has heretofore offered to any person or
entity for the Licensed  Software,  maintenance for the Licensed  Software,  and
Documentation  covered by this Agreement.  If at any time during this Agreement,
Licensor shall contract with any other person or entity for (a) license fees for
service bureau use of Licensed Software; (b) maintenance fees for maintenance of
licensed software; (c) warranty and/or indemnity terms; or (d) prices,  charges,
benefits,  warranties  or  other  terms  taken in the  aggregate;  that are more
favorable  to such person or entity than the  corresponding  provisions  of this
Agreement or the Software Maintenance Agreement,  Licensor shall notify Customer
of such more favorable provisions and Customer,  at its option, may require that
such more favorable  provisions be available to Customer under this Agreement or
the Software Maintenance Agreement.
<PAGE>

         10.7 NO OTHER  WARRANTIES.  OTHER THAN AS PROVIDED IN THIS  ARTICLE 10,
LICENSOR  DISCLAIMS ALL OTHER WARRANTIES,  EITHER EXPRESS OR IMPLIED,  INCLUDING
BUT NOT LIMITED TO  WARRANTIES OF  MERCHANTABILITY  AND FITNESS FOR A PARTICULAR
PURPOSE,  WITH  RESPECT TO THE LICENSED  SOFTWARE,  SOFTWARE  UPGRADES,  AND THE
DOCUMENTATION.

11.      LIMITATION OF LIABILITY.

         11.1  EXCLUDED  LIABILITY.  NEITHER  PARTY SHALL BE LIABLE TO THE OTHER
PARTY, ITS AFFILIATES, OR ANY THIRD PARTY BENEFICIARY, FOR CONSEQUENTIAL DAMAGES
OF ANY KIND (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS,
BUSINESS INTERRUPTION,  OR LOSS OF BUSINESS INFORMATION),  REGARDLESS OF WHETHER
THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD REASON TO KNOW, OR IN FACT
KNEW OF THE POSSIBILITY THEREOF.

12.      ESCROW AGREEMENT.

         12.1 FORM OF ESCROW  AGREEMENT.  The parties  hereto will promptly upon
the  execution  of this  Agreement  enter  into an  escrow  agreement  in a form
substantially  similar to the one  attached  to this  Agreement  as Exhibit  A.4
("Escrow Agreement") with Fort Knox Escrow Services as an escrow agent.

13.      CONFIDENTIALITY.  This  Article 13 sets forth the  procedures  by which
information  regarded as confidential by one party hereto (a "Disclosing Party")
may be disclosed to the other party hereto (the "Receiving Party").

         13.1  GENERAL  REQUIREMENTS  AND  EXCLUSIONS.  During  the term of this
Agreement and at all times thereafter, the parties will not, except as permitted
by the terms of this  Agreements,  disclose or use, either for itself or for the
benefit of any third party (whether in competition  with Licensor of Customer or
otherwise),  any confidential  information of the other party or its business or
affairs,  nor  will any  party  assist  any  person  or  entity  other  than the
Disclosing Party to secure any benefit from such confidential  information.  Any
oral, written, graphic, or electronically  transmitted information not generally
available to the public shall be construed as confidential  for purposes of this
Agreement,  which information  shall include,  without  limitation,  information
relating to a Disclosing Party's products,  processes,  techniques,  technology,
formulas,  research data,  passwords,  passcodes,  user identification  numbers,
e-mail addresses,  programming methods,  know-how, trade secrets,  customers and
suppliers,  information relating to sales and profits, other financial data, and
the terms and  conditions  of this  Agreements.  All such  information  shall be
collectively referred to herein as "Confidential Information." The provisions of
this  paragraph,  however,  shall not  prevent the  Receiving  Party from use or
disclosure  of  information  (i) as  necessary  in the  ordinary  course of such
party's  performance  under this  Agreement,  (ii) that is in the public  domain
(other than  information in the public domain as a result of a violation of this
Agreement  by  the  Receiving  Party),   (iii)  that  the  Receiving  Party  can

<PAGE>

demonstrate  that it acquired  outside of its  affiliation  with the  disclosing
Party from a third party in rightful  possession of such information and who was
not prohibited from disclosing such information,  or (iv) disclosure of which is
required by law or court order. The parties  acknowledge that the Object Code of
generally  available  versions of the  Licensed  Software are not required to be
treated as  Confidential  Information,  but that  Object  Code of  versions  not
generally  available  to the public of Licensed  Software  will be  Confidential
Information.  In the event that the Receiving Party is requested or required (by
oral question or request for  information or documents in any legal  proceeding,
interrogatory,  subpoena,  civil  investigative  demand,  or similar process) to
disclose  Confidential   Information,   the  Receiving  Party  will  notify  the
Disclosing  Party promptly of such request or requirement so that the Disclosing
Party may seek an  appropriate  protective  order,  and if, in the  absence of a
protective order, the Receiving Party is, on the advice of counsel, compelled to
disclose any  Confidential  Information to any tribunal or else stand liable for
contempt,  the Receiving  Party may disclose  Confidential  Information  to such
tribunal; provided, however, that the Receiving Party shall use its best efforts
to  obtain  an order or other  assurance  that  confidential  treatment  will be
accorded  to  such  portion  of  the  Confidential  Information  required  to be
disclosed.  Customer  shall be entitled to file this  Agreement as an exhibit to
one or more filings with the SEC, as recommended  by its counsel,  in which case
Customer  shall consult with Licensor  concerning the redaction of terms of this
Agreement under a confidentiality  request  associated with such filing, but the
implementation  of any such  redaction  shall be at the  SEC's  discretion.  The
obligation of  confidentiality  stated above shall survive  termination  of this
Agreement.

         13.2 OUTSOURCERS.  Notwithstanding  Section 13.1 above,  Customer shall
have the right to discuss  the scope of the license  granted by  Licensor  under
this  Agreement and the  maintenance  obligations of Licensor under the Software
Maintenance  Agreement  with  any  third  party  that  potentially  may  perform
information processing services for Customer.

         13.3 NO UNAUTHORIZED  COPYING.  Except as may be otherwise permitted by
this Agreement, the Receiving Party shall not copy, duplicate, reverse engineer,
reverse compile,  disassemble,  record,  or otherwise  reproduce any part of the
Disclosing Party's Confidential Information or any of the Licensed Software, nor
attempt to do any of the  foregoing,  without the prior  written  consent of the
Disclosing   Party.   Any  tangible   embodiments  of  the  Disclosing   Party's
Confidential  Information  that may be  generated by a Receiving  Party,  either
pursuant  to or in  violation  of this  Agreement,  will be  deemed  to the sole
property  of the  Disclosing  Party  and  fully  subject  to the  obligation  of
confidence set forth in this Article 13.

         13.4 NO  REMOVAL OF  PROPRIETARY  LEGENDS.  No  Receiving  Party  shall
remove,  obscure,  or deface any  proprietary  legend relating to the Disclosing
Party's  rights,  on or from any tangible  embodiment  of any of the  Disclosing
Party's Confidential  Information,  without the Disclosing Party's prior written
consent.

         13.5 REPORTS OF THIRD-PARTY  MISAPPROPRIATION.  A Receiving Party shall
immediately  report to the  Disclosing  Party any  attempt by any third party of
which the Receiving Party has knowledge to use or disclose any of the Disclosing
Party's  Confidential  Information  without  authorization  from the  Disclosing
Party.
<PAGE>

         13.6 POST-TERMINATION PROCEDURES. Upon any termination of the Receiving
Party's right to possess  and/or use  Confidential  Information  through  either
termination or expiration of this Agreement, the Receiving Party shall turn over
to the  Disclosing  Party (or, if agreed by the Disclosing  Party,  destroy) any
disks,   tapes,   Documentation,   drawings,   blueprints,   notes,   memoranda,
specifications,  devices,  documents,  or any other tangible  embodiments of any
Confidential  Information  of the  Disclosing  Party,  except  for  Source  Code
available  to  Customer  under the terms of the Escrow  Agreement  described  in
Section 12.

14.      TERM AND TERMINATION.

         14.1 TERM.  This Agreement  shall become  effective as of the Effective
Date hereof and shall continue in force until the sixth (6th) anniversary of the
Effective  Date,  unless earlier  terminated in accordance with this Article 14.
After this initial  term,  this  Agreement  shall be  automatically  renewed for
additional  one (1) year periods unless thirty (30) days prior to the expiration
of this  Agreement,  either party provides  written notice to the other party of
its intent to terminate this Agreement.

         14.2 DEFAULT. Subject to the dispute resolution procedures set forth in
Exhibit  A.5,  the  non-defaulting  party shall be entitled  to  terminate  this
Agreement at any time prior to the expiration of its term upon written notice to
the defaulting  party if the defaulting  party breaches any material  obligation
hereunder,  which breach continues or remains uncured for a period of sixty (60)
days after receipt of written notice from the non-defaulting  party, unless such
breach cannot by its nature be cured, in which event the defaulting  party shall
be deemed in default hereof upon the occurrence of such breach.  Notwithstanding
the  foregoing,  if Customer  shall be in breach of its  obligation  to make any
payment owing to Licensor hereunder,  Licensor may terminate this Agreement upon
ten (10) days prior written notice to Customer.  Any such termination  shall not
relieve Customer of any such obligation to pay.

         14.3 FAILURE TO DELIVER.  Customer  shall be entitled to terminate this
Agreement in the event Licensor has not Delivered the Licensed  Software  within
sixty (60) days after the date specified in this Agreement.

         14.4 EFFECT OF TERMINATION. Upon the expiration or termination, for any
reasons,  of this  Agreement,  the license and rights  granted  hereunder  shall
immediately   terminate  as  of  the  effective  date  of  such   expiration  or
termination.  Survival of any provisions of this Agreement shall be set forth in
Section 17.8 hereof.


15.  EXPORT  CONTROLS.  Customer  shall  cooperate  with  Licensor as reasonably
requested and at Licensor's  expense to permit  Licensor to comply with the laws
and  administrative  regulations of the United States  controlling the export of
commodities  and  technical  data  ("Export   Laws").   Licensor  shall  prepare
<PAGE>

reasonable  instructions for its licensees  concerning  actions licensees of the
Licensed  Software should take to comply with all Export Laws prior to exporting
the Licensed Software,  whether by remote access or otherwise,  to a destination
outside the United  States.  Customer  shall comply with  Licensor's  reasonable
instructions concerning such Export Laws. Notwithstanding any other provision of
this  Agreement,  Customer  agrees not to export,  directly or  indirectly,  any
United  States  source  technical  data  acquired  from Licensor or any products
utilizing  such data to any  countries  outside  of the United  States,  if such
export  would be in  violation  of the  United  States  Export  Control  Laws or
Regulations then in effect.

16. SALES TAXES; SHIPPING; RISK OF LOSS. In addition to all other amounts due to
Licensor hereunder, Customer shall pay to or reimburse Licensor for all federal,
state,  local,  or other taxes  (exclusive  of income,  business  privilege,  or
similar tax) including,  but not limited to, sales, use, value added,  lease, or
similar  taxes or  assessments,  based on the  License  Fee(s) or other  charges
payable hereunder, the Licensed Software's use, or services performed hereunder.
Customer  shall have the right to contest  the  imposition  of any such taxes or
assessments and Licensor shall provide  Customer with reasonable  cooperation in
contesting  such taxes or  assessments.  Licensor  shall,  however,  pay for all
shipping or  transportation  costs for delivery of all Licensed Software and all
copies of the  Documentation  purchased  by  Customer.  Prior to Delivery of the
Licensed  Software,  Licensor and its insurers shall accept  responsibility  for
loss or damage.

17.      GENERAL PROVISIONS.

         17.1  CONSTRUCTION  AND VALIDITY;  DISPUTE  RESOLUTION.  This Agreement
shall be  construed  and  enforced in  accordance  with the laws of the State of
North  Carolina  (including  its Uniform  Commercial  Code),  but without giving
effect  to its laws or rules  relating  to  conflicts  of laws or to the  United
Nations  Convention on Contracts  for the  International  Sale of Goods.  In the
event of any conflict or inconsistency  between the provisions of this Agreement
and the provisions of any Exhibit annexed hereto or any document  referred to in
this Agreement or in any Exhibit hereto,  the provisions of this Agreement shall
prevail  and govern its  interpretation  and  construction.  In the event of any
dispute or controversy  arising under or in connection with this Agreement,  the
dispute  resolution  procedures  set forth in  Exhibit  A.5  shall be  followed.
Pending  resolution  of any such  dispute  or  controversy,  both  parties  will
continue their performance under this Agreement including but not limited to the
payment of all amounts due to the other party that are not in dispute  (provided
that Customer may make such payments under protest,  reserving any rights it may
have to seek reimbursement from Licensor).

         17.2  ATTORNEYS'  FEES.  In  the  event  of any  dispute,  controversy,
litigation or other proceedings (including proceedings in bankruptcy) concerning
or  related  to this  Agreement,  the  prevailing  party  shall be  entitled  to
reimbursement  of all of its costs,  including  reasonable  attorney  and expert
witnesses  fees and costs  (including  the  reasonable  value of the services of
in-house counsel), and court or arbitration fees and costs.

         17.3 VENUE.  Any dispute or controversy  arising under or in connection
with this Agreement shall be settled in Wake County, North Carolina. The parties
hereby generally submit to the in personam jurisdiction of the Superior Court of
the State of North  Carolina  and the  Federal  District  Court for the  Eastern
District of North Carolina.

<PAGE>

         17.4 NO JOINT VENTURE.  Nothing  contained in this  Agreement  shall be
construed as creating a joint venture,  partnership  or employment  relationship
among the parties hereto nor shall any party have the right,  power or authority
to create any  obligation  or duty,  express or implied,  on behalf of any other
party.

         17.5  ASSIGNMENT.  Neither  party hereto shall assign any of its rights
under this  Agreement  nor  delegate its duties  hereunder to another  person or
legal entity without the prior written consent of the other party, which consent
shall not be unreasonably withheld. This Agreement shall inure to the benefit of
and be binding upon the parties hereto, their respective  trustees,  successors,
permitted assigns and legal representatives.

         17.6  NON-WAIVER.  A failure of any party  hereto to exercise any right
given to it hereunder,  or to insist upon strict  compliance by another party of
any  obligation  hereunder,  shall not  constitute a waiver of the first party's
right to exercise such a right,  or to exact  compliance  with the terms hereof.
Moreover, waiver by any party of a particular default by another party shall not
be deemed a continuing  waiver so as to impair the aggrieved  party's  rights in
respect to any subsequent default of the same or a different nature.

         17.7  CAPTIONS AND PARAGRAPH HEADINGS. Captions and  paragraph headings
used  in this  Agreement  are for  convenience  only  and are not a part of this
Agreement and shall not be used in construing it.

         17.8 SURVIVAL. Any terms or conditions of this Agreement which by their
express terms extend beyond termination or expiration of this Agreement or which
by their nature  should so extend  shall  survive and continue in full force and
effect after any termination or expiration of this Agreement.  Without  limiting
the  generality  of the  foregoing,  the following  articles and sections  shall
survive this Agreement: 2.2, 7, 8, 9, 10.1, 10.5, 10.7, 11, 13, 15, and 17.

         17.9 AUTHORIZATION.  Customer and Licensor represent that all necessary
corporate   proceedings   have  been  taken  by  each  party  to  authorize  the
transactions  contemplated  by this  Agreement and that this  Agreement has been
executed  by a  duly-authorized  representative  of each  party  and  upon  such
execution shall constitute a valid and binding Agreement.

         17.10 EXHIBITS INCORPORATED. All Exhibits referenced  in this Agreement
are hereby  incorporated  into this Agreement by this reference and made part of
this Agreement.

         17.11 NOTICES. All notices or other communications that shall or may be
given pursuant to this Agreement, shall be in writing, in English, shall be sent
by  certified  or  registered  air mail with  postage  prepaid,  return  receipt
requested, by facsimile, telex or cable communication, or by hand delivery. Such
communications  shall be deemed given and received upon confirmation of receipt,
if sent by facsimile,  telex, or cable  communication;  or upon delivery if hand
delivered;  or upon receipt of mailing, if sent by certified or registered mail,
and shall be  addressed  to the  parties to such  addresses  as the  parties may
designate in writing from time to time.
<PAGE>
         17.12  INVALIDITY.  Should any of the  non-material  provisions of this
Agreement,  or  portions  thereof,  be found  invalid by any court of  competent
jurisdiction,  the remainder of this Agreement shall nonetheless  remain in full
force and effect.

         17.13  COUNTERPARTS.  This  Agreement  may be  executed  in one or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

         17.14  ENTIRE  AGREEMENT.   This  Agreement  and  the  Revenue  Sharing
Agreement contain the full understanding of the parties and supersedes all prior
or contemporaneous  agreements and understandings,  written or oral, between the
parties  with  respect  to  the  subject  matter   hereof;   and  there  are  no
representations,  warranties,  agreements  or  understandings  other  than those
expressly contained herein. No alteration,  modification, variation or waiver of
this  Agreement,  or any of the  provisions  hereof  shall be  effective  unless
executed by both parties in writing.


            (The remainder of this page is left intentionally blank.)


<PAGE>

IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be duly
executed on the dates indicated below.



SUMMUS, LTD. ("LICENSOR")            HIGH SPEED NET SOLUTIONS, INC. ("CUSTOMER")



By:_/s/ Dr. Bjorn Jawerth            By:  /s/ Andrew L. Fox
 (Signature)                          (Signature)



Date:  March 13, 2000                Date:  February 18, 2000



Name: Dr. Bjorn Jawerth              Name:  Andrew L. Fox



Title:   CEO                        Title: Acting President and CEO,
                                           Executive Vice President

<PAGE>

                                   EXHIBIT A.1

                        LICENSOR'S DESCRIPTION MATERIALS


MAXXSYSTEM SUMMARY

         The Summus Ltd.  online  advertising  microcast  media  product  suite,
         MaxxSystem,  provides digital content management solutions for targeted
         media distribution.  The product suite establishes an easily integrated
         infrastructure  to increase the  effectiveness of digital  advertising,
         direct  marketing,  campaigns  and  content  distribution.  While these
         products showcase the benefits of faster wavelet technology,  they also
         integrate   well  with  existing  media   compression,   streaming  and
         manipulation  tools in the  marketplace.  In  addition,  other forms of
         media  such as  flash,  animations,  and  audio  content  will be fully
         integrated into the product suite over time.

         These  products  are  based  on  a  `permission   marketing'  approach.
         Customers  opt in to  participate  and are  encouraged to do so because
         they have  self-solicited  interest in the content  provided.  The user
         experience   is  enhanced   through   faster   downloads  and  adaptive
         transmission  of  media  to  the  user's  environment.   All  media  is
         distributed  through a single  player,  regardless  of media type.  The
         player  can be  customized  (`re-skinned')  to meet  the  needs  of the
         client.

         The  MaxxSystem  product suite  version 1.0 will have five  components.
         Refer to the diagram below for more information:

              1.  MAXXNOTE Version 2.5 - this is the currently  available Summus
                  video  e-mail  software.  MaxxNote  allows the user to import,
                  create and compress content,  bundle a player,  then e-mail it
                  via a MAPI compliant  software program to distribution  lists.
                  MaxxNote Version 2.5 is available for Windows 95/98/NT

              2.  The  MAXXAD  itself - this will be the  advertisement  that is
                  built and sent to an end user via e-mail. MAXXADS are targeted
                  e-mails that  encapsulate  rich media  (images,  video,  slide
                  shows, text) with electronic commerce  capabilities,  web site
                  referrals and campaign effectiveness measurement collection. A
                  maxxAd  is  rendered  directly  in  an  e-mail,  therefore  no
                  executable  (.exe) files are sent. The MaxxAd contains content
                  and code streamed to the client on demand.  MaxxAd Version 1.0
                  will be available for Windows 95/98/NT.

              3.  MAXXSHOW   Version  1.0  is  a  completely   integrated  media
                  presentation,  designed  to be  launched  from a web site.  It
                  encapsulates  rich media (images,  video,  slide shows,  text)
                  with electronic commerce capabilities,  web site referrals and
                  e-commerce   sales   effectiveness   measurement   collection.
                  MaxxShow is rendered  directly from product selection on a web
                  page, delivered via caching (release 1) and streaming based on
                  bandwidth  (release 2).  MaxxShow is available for the Windows
                  NT/95/98  platforms  with support for Internet  Explorer  4.0,
                  Netscape 4.05 and AOL 4.0 browsers and above.  Support for the
                  Macintosh platform is planned for late 2Q00.
<PAGE>

              4.  The  MAXXSERVER  infrastructure  - MaxxServer  will stream and
                  cache  JAVA-code and media content to MaxxAd.  The server will
                  collect and process measurement information, handle opt-in and
                  opt-outs, integrate with existing online advertising tools and
                  process  e-commerce  transactions  and  links  to  web  sites.
                  Additionally,   the  MaxxServer   infrastructure   may  handle
                  forwarding  of   MaxxAdvertisements   to  ensure   measurement
                  tracking for  forwarded  MaxxAds is counted and  measured.  As
                  needed, advertisements will be cached for faster rendering and
                  distribution of content.

              5.  The  MAXXORCHESTRATOR  product will allow the content creators
                  to format  existing  content into  MaxxAds,  allowing  them to
                  combine text, images,  slide shows and video into a compelling
                  advertisement   utilizing  the  benefits  of  Summus   wavelet
                  technology or inserting banners and flash as required. It will
                  allow the user to test the  MaxxAd  and  request  distribution
                  through an e-mail list  server.  MaxxOrchestrator  Version 1.0
                  will be available for Windows 98/NT


         The MaxxSystem also includes  related Reader Software to the extent not
included above.

<PAGE>


                                   EXHIBIT A.2

            VOLUME-BASED PRICING STRUCTURE FOR THE LICENSED SOFTWARE
                               SERVICE BUREAU USE

                          LICENSE TERRITORY - WORLDWIDE
<TABLE>
<CAPTION>
------------------------------------------ -------------------------------------- ------------------------------------
              VOLUME OF USE                             LICENSE FEE                      USE LEVEL PERCENTAGE
          (Rich Media Messages)                (one-time licensing payment)           (multiply by gross revenue)
------------------------------------------ -------------------------------------- ------------------------------------
<S>                                                     <C>                                       <C>
the right to deliver an unlimited number                $1,000,000                               10.0%
per month
------------------------------------------ -------------------------------------- ------------------------------------
</TABLE>
Any  licensee  of the  License  Software  for  Service  Bureau use shall pay the
License  Fee to  Licensor  to  initially  gain the  rights  to use the  Licensed
Software, and shall also pay an ongoing Revenue Based Fee to the Licensor, which
whall be the greater of: (a) the gross  revenuew  generated by the Licensee with
the Licensed Software multiplied by the Use Level Percentage;  or (b) the amount
equal to Three  Cents  ($.03)  multiplied  by the number of Rich Media  Messages
actually delivered to recipients.



<PAGE>


                                   EXHIBIT A.3

                                DELIVERY SCHEDULE



        Product                            Delivery

1.      MaxxNote  Version 2.5              Upon the execution of  this agreement

2.      MaxxAd  Version 1.0                September 1, 2000

3.      MaxxServer Version 1.0             July 1, 2000

4.      MaxxOrchestrator Version 1.0       September 1, 2000

5.      MaxxShow Version 1.0               July 1, 2000


<PAGE>

                                   EXHIBIT A.4

                                ESCROW AGREEMENT




<PAGE>


                                   EXHIBIT A.5

                          DISPUTE RESOLUTION PROCEDURES

1. With respect to any dispute or  disagreement  between the parties arising out
of this  Agreement  other  than a  claim  for  rescission  of the  Agreement  (a
"Disputed  Matter"),  the  following  internal  mediation  procedures  shall  be
followed:

         (a) Either  party  shall have the right to submit a Disputed  Matter to
Licensor's  Chief Operating  Officer and Customer's  Chief Operating  Officer or
such other senior  executives as may be mutually agreed upon by the parties from
time to time.  Such  submission  shall be delivered to such  executives for both
parties in writing with a reasonably  detailed  explanation of the nature of the
Disputed Matter and its impact on the obligations  under the Agreement.  If such
executives do not agree upon a decision  within fifteen (15) business days after
submission of the Disputed  Matter to them by the party  submitting the Disputed
Matter, then

         (b) The Disputed  Matter may be escalated by either party by submitting
it to Licensor's Chief Executive  Officer and Customer's Chief Executive Officer
or such other senior  executives  as may be mutually  agreed upon by the parties
from time to time. If such senior executives do not agree upon a decision within
ten (10) business days after submission of the Disputed Matter to them, then

         (c) either party may initiate the binding  arbitration  procedures  set
forth below.

ARBITRATION PROVISIONS

1.  Rules;  Jurisdiction.  Any  Disputed  Matter  shall be  settled by final and
binding  arbitration in the County of Wake, and,  except as herein  specifically
stated,  in accordance  with the  commercial  arbitration  rules of the American
Arbitration  Association ("AAA Rules") then in effect, subject to the provisions
of the United States Arbitration Act, 9 U.S.C. ss. 1 et seq. ("Title 9"). To the
extent the AAA Rules  conflict with, or are  supplemented  by, the provisions of
Title 9, the provisions of Title 9 shall govern and be applicable.  However,  in
all events these Arbitration  Provisions shall govern over any conflicting rules
which may now or  hereafter be contained in either the AAA Rules or Title 9. Any
judgment upon the award rendered by the  arbitrators may be entered in any court
having  jurisdiction of the subject matter thereof.  The arbitrators  shall have
the authority to grant any equitable and legal  remedies that would be available
in any judicial proceeding  instituted to resolve a disputed matter. The parties
hereby submit to the in personam jurisdiction of the Superior Court of the State
of North  Carolina and the Federal  District  Court for the Eastern  District of
North Carolina for purposes of confirming  any such award and entering  judgment
thereon.

2. Compensation of Arbitrators. Any such arbitration shall be conducted before a
panel of three arbitrators who shall be compensated for their services at a rate
to be determined by the parties,  or lacking such  determination by the American
<PAGE>

Arbitration  Association,  but based upon normal and reasonable  hourly or daily
consulting  rates for the  neutral  arbitrator  in the event the parties are not
able to agree upon his or her rate of compensation.

3. Selection of Arbitrators.  Within five (5) business days of notice by a party
seeking arbitration under this provision, the party requesting arbitration shall
appoint  one person as an  arbitrator  and within  fifteen  (15)  business  days
thereafter  the other party shall appoint the second  arbitrator.  Within twenty
(20)  business  days after the  appointment  of the second  arbitrator,  the two
arbitrators  so chosen  shall  mutually  agree upon the  selection  of the third
impartial  and  neutral  arbitrator,  who must be a partner  or  principal  of a
nationally  recognized firm of independent certified public accountants from the
management advisory services  department (or comparable  department or group) of
such firm;  provided,  however,  that such firm cannot be the firm of  certified
public  accountants  then  auditing  the books and  records  of either  party or
providing  management or advisory  services for either  party.

In the event the chosen arbitrators cannot agree upon the selection of the third
arbitrator,  the AAA  Rules for the  selection  of such an  arbitrator  shall be
followed, except that the selection shall be from such departments or groups and
certified  accounting  firms  as  are  described  in the  immediately  preceding
paragraph. If the other party shall fail to designate the second arbitrator, the
sole arbitrator  appointed  shall have the power to appoint,  in his or her sole
discretion, both the second and third arbitrators. If a party fails to appoint a
successor  to its  appointed  arbitrator  within ten (10)  business  days of the
death,  resignation or other  incapacity of such  arbitrator,  the remaining two
arbitrators  shall  appoint  such  successor.   The  majority  decision  of  the
arbitrators will be final and conclusive upon the parties hereto.

4.  Payment of Costs.  Each party  hereby  agrees to pay  one-half  (1/2) of the
compensation to be paid to the arbitrators in any such  arbitration and one-half
(1/2)  of the  costs  of  transcripts  and  other  expenses  of the  arbitration
proceedings;  provided,  however,  that the prevailing  party in any arbitration
shall be entitled to an award of attorneys'  fees and costs,  arbitrators'  fees
and costs, fees and costs of expert witnesses and all other costs of arbitration
(including the reasonable value of the services of in-house  counsel) to be paid
by the losing party.

5. Evidence and Discovery.  The  arbitrators  shall be instructed to conduct the
arbitration in as expeditious a manner as reasonably  possibly,  consistent with
the  parties'  intention  to have a full and fair  hearing  on the merits of the
dispute.  Each  party  agrees to supply the  arbitrators  in  accordance  with a
timetable to be established by the arbitrators such materials as the arbitrators
may reasonably require in order to render a decision,  including those requested
by either party which the arbitrators determine are appropriate to consider, but
subject to appropriate claims of privilege. Each party shall supply to the other
party  hereto  copies  of any  and  all  materials  which  are  supplied  to the
arbitrators  concurrently  with delivery of such  materials to the  arbitrators.
Upon the  written  request of either  party,  the  arbitrators  shall  conduct a
hearing  at which  representatives  of both  parties  shall have the right to be
present  and to make oral  presentations  to the  arbitrators.  Each party shall
supply  to the other  party at least  twenty  (20)  business  days  prior to the
commencement of any arbitration proceeding copies of any and all documents which
such party  intends  to  introduce  or upon which such party  intends to rely in
connection  with  such  proceeding,  as well as a list of any and all  witnesses
whose  testimony  such  party  intends  to  introduce  in  connection  with such
proceeding.  Additional  documents or witnesses  may be  introduced  only if the
<PAGE>

arbitrators  determine that good cause has been shown.  Deposing of witnesses in
advance of such  proceeding  shall be permitted to the extent  determined by the
arbitrators.  Each party shall also have the right to submit  written  briefs to
the  arbitrators  in  accordance  with  a  timetable  to be  established  by the
arbitrators.  To the  extent  either  party  maintains  in good  faith  that any
documents submitted or testimony  introduced in connection with such arbitration
contain  confidential  information or trade secrets, the parties shall negotiate
in good faith in an effort to reach agreement regarding terms and conditions for
keeping such materials and testimony confidential.  If the parties are unable to
agree  upon  such  terms,  the  arbitrators  shall  have  the  right  to  impose
appropriate  restrictions to maintain the  confidentiality  of any  confidential
information or trade secrets in connection with the arbitration.

6. Burden of Proof. For any claim submitted to arbitration,  the burden of proof
shall be as it would be if the claim were  litigated  in a judicial  proceeding.
All testimony of witnesses shall be taken under oath and shall be subject to the
Federal Rules of Evidence.

7. Judgment. Upon the conclusion of any arbitration proceedings,  hereunder, the
arbitrators  shall render  findings of fact and conclusions of law and a written
opinion setting forth the basis and reasons for any decision reached by them and
shall deliver such documents to each party to the Agreement  along with a signed
copy of the award.

8.  Terms of  Arbitration.  The  arbitrators  chosen in  accordance  with  these
provisions  shall not have the power to alter,  amend or  otherwise  affect  the
terms of these arbitration provisions or the provisions of the Agreement.

9. Exclusive Remedy.  Except as specifically  provided in this exhibit or in the
agreement to which it is attached,  arbitration  shall be the sole and exclusive
remedy of the parties for any disputed matter arising out of such agreement.