SOFTWARE MAINTENANCE AGREEMENT


   BETWEEN

   SUMMUS LIMITED                   AND     HIGH SPEED NET SOLUTIONS
   434 FAYETTEVILLE STREET MALL             434 FAYETTEVILLE STREET MALL
   SUITE 600                                SUITE 2120
   RALEIGH, NORTH CAROLINA 27601            RALEIGH, NORTH CAROLINA 27601

  (LICENSOR)                               (LICENSEE)

THIS SOFTWARE MAINTENANCE  AGREEMENT (this "Agreement") is by and between Summus
Limited  ("Licensor")  and High Speed Net Solutions  "HSNS"  ("Licensee") and is
effective  this 18th day of  February,  2000.  Licensor  will  provide  Software
Maintenance Service for the MaxxSystem product suite (the "MaxxSystem  Program")
licensed to Licensee pursuant to that certain Software License Agreement,  dated
of even date  herewith,  by and between  Licensor  and  Licensee  (the  "License
Agreement").  Capitalized  terms  herein not  otherwise  defined  shall have the
meaning  set forth in the License  Agreement.  The terms and  conditions  of the
License Agreement shall govern Licensee's use of the Program.

1.       This  Agreement  shall  serve  as  the  exclusive   definition  of  the
         Maintenance Services for the MaxxSystem Program.

2.       The term of this Agreement  shall be coincident and  conterminous  with
         the License  Agreement  (the  "Term").  Maintenance  Services  shall be
         provided  without  charge  for the first  year,  and for a charge  (the
         "Maintenance  Fee") of $ 180,000 for the second year.  The  Maintenance
         Fee is payable in advance each year. Licensor shall invoice Licensee at
         least thirty days prior to the renewal date,  with the  Maintenance Fee
         payable on the renewal date. Licensor shall not be required to continue
         providing  Maintenance  Services  if  Licensee is more than thirty days
         late in payment.  Licensor may increase the  Maintenance  Fee each year
         after the second year by the increase in the  Employment  Cost Index of
         the U.S.  Bureau  of Labor  Statistics,  for non-  seasonally  adjusted
         private   industry   compensation   for   professional   and  technical
         occupations,  using the  calendar  year  ending in the  second  year of
         maintenance or the base year. Licensee may reinstate lapsed support and
         maintenance for MaxxSystem Programs licensed from Licensor upon payment
         for all support and maintenance  fees in arrears and all costs invoiced
         by  Licensor  on a time and  materials  basis for  updating  Licensee's
         MaxxSystem Program to the then-current version.

3.       During the Term,  Licensee shall perform the  Maintenance  Services set
         forth  herein  provided  Licensee is not in breach of the terms of this
         Agreement or the License Agreement. "MaxxSystem Program Upgrades" shall
         mean bug fixes,  new  versions,  and  upgrades  provided by Licensor to
         Licensee  under  the  License  Agreement.  those  new  versions  of  or
         additions  to the  MaxxSystem  Program  together  with such  additional
         Documentation as Licensor deems appropriate,  which have been developed
         by Licensor to enhance the MaxxSystem  Program's operating  performance
         without  changing  its basic  function  and which  may be  provided  to
         Licensee under the Support Agreement.

4        Maintenance Services shall consist of the following:

              A.  SOFTWARE UPDATE SERVICE

                      Standard  support  only  covers the latest  version of the
                      Licensor developed  software  deliverables and third-party
                      software   originally   supplied  by  Licensor   ("Covered
                      Third-Party   Software")  under  the  License   Agreement.
                      Maintenance  for other  third-party  software  such as the
                      computer  operating  system  must  be  obtained  from  the
                      supplier  and  are  the  responsibility  of the  Licensee.
                      Licensor will specify the third party  version  (operating
                      system, ORACLE, etc.) required for each MaxxSystem Program
                      release.

                      SOFTWARE UPDATE SERVICE INCLUDES:
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                      o    distribution  and application of Covered  Third-Party
                           Software maintenance  modifications and enhancements,
                           when available from the third party vendors.

                      o    delivery  to  Licensee  on or before  delivery to any
                           other  customers of generally  available  versions of
                           the  MaxxSystem  Program and its  component  programs
                           that Licensor  releases  after the effective  date of
                           the   License   Agreement,    including   (a)   error
                           corrections,  maintenance  releases,  major and minor
                           releases,  and products that Licensor  releases after
                           the  effective  date of the  License  Agreement  that
                           supersede  the  MaxxSystem  Program or its  component
                           programs;  (b) any migration aids for users migrating
                           from the prior version of the MaxxSystem Program; and
                           (c) any  Documentation  related to either (a) or (b).
                           Minor releases,  containing incremental  improvements
                           and minor new  functionality,  will be  provided  not
                           less than once a year.

              B.  SOFTWARE SUPPORT

                      MAXXSYSTEM  PROGRAM  support  covers the latest version of
                      the Licensor developed software  deliverables  provided to
                      Licensee  under the License  Agreement  and are defined by
                      the Casual Consulting services. Casual Consulting services
                      for  the   MAXXSYSTEM   PROGRAM   includes  the  following
                      services:

                      o    Level 2 and Level 3  technical  assistance  regarding
                           installation and operation of the MaxxSystem Program.

                      o    Level 2 and Level 3 Telephone 5 X 8 (5 days a week, 8
                           hours a day)  support in  accordance  with  published
                           Summus Limited holidays.

                      o    Replication  of  errors  reported  by  Licensee,   if
                           reasonably practical..

                      o    Creation of a test case that  generates  the reported
                           error.

                      o    Includes application updates and application upgrades
                           to current licensed functionality.

                      o    Provide  incident  report and  resolution  time frame
                           statistics on technical support calls.

                      o    Creation and supply of error  corrections on a prompt
                           commercial basis.

                      Support is provided  via  telephone  or web during  normal
                      business  hours Monday  through  Friday (8:00 AM to 12:00,
                      1:00 PM - 5:00 PM, Eastern Time) except for Summus Limited
                      holidays.

                      Support  will  be  provided  according  to  the  following
                      severity  schemes  for both  production  and BETA  release
                      software:

                      -    Severity 1: System is not  operational and is causing
                           revenue  impact to the  customer.  Response  time due
                           within  one hour.  A fix must be  provided  within 24
                           hours.

                      -    Severity   2:  A  portion   of  the   system  is  not
                           operational  and is  causing  business  impact to the
                           customer.  Response  time due  within 4 hours.  A fix
                           must be provided within 3 days.

                      -    Severity  3: A  portion  of the  system  is down with
                           limited  to no  impact  on  the  customer's  business
                           operations.  Response  time due within  one  business
                           day. A fix must be provided within 2 weeks.
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                      -    Severity  4:  Cosmetic  problems.  Response  timE due
                           within 3 business days. A fix must be provided within
                           three months.

         The following  items,  among  others,  are  specifically  excluded from
         Casual Consulting:

                      o    Interpretation of the MaxxSystem Program's results.

                      o    Supply of typical or representative data.

                      o    Assistance  with  computer  hardware  and  peripheral
                           questions  not  related to the  MaxxSystem  Program's
                           use.

                      o    Assistance with computer  operating  system questions
                           not directly pertinent to the MaxxSystem Program.

                      o    Data debugging and/or correcting.

                      o    Services  necessitated as a result of any cause other
                           than the MaxxSystem Program's ordinary, proper use by
                           Licensee,  including  but  not  limited  to  neglect,
                           abuse, unauthorized maintenance, or electrical, fire,
                           water, or other damage.

                      o    Special  applications  of the MaxxSystem  Program not
                           part of its intended, normal use.

                      o    On-Site Maintenance.

                      o    Guidance on the MaxxSystem Program's intended, normal
                           use.

                      o    Services  resulting  from the  failure of Licensee to
                           provide a  suitable  environment  for the  MaxxSystem
                           Program or as associated equipment.

                      o    Service  on any  release  of the  MaxxSystem  Program
                           prior to the  latest  release  provided  to  Licensee
                           under the License Agreement.

5.       Customer  agrees that if Licensor  performs  the  maintenance  services
         designated  hereunder at Customer's site and Licensor determines that a
         problem with the  Licensed  Software,  or an apparent  problem with the
         Licensed Software, is or has been caused by (i) any software other than
         the  Licensed  Software,  or (ii) by hardware not provided by Licensor,
         then Customer shall reimburse Licensor for its labor costs for such on-
         site services at the Licensor's customary rates then in effect. In such
         an event,  Customer shall not be responsible for Licensor's labor costs
         associated  with  other  than  on-site  labor or for any  travel  costs
         associated with such on-site labor.

6.       The maximum  liability of Licensor for any direct damages  sustained by
         the Licensee  under this Software  Maintenance  Agreement  arising from
         Licensor  negligence shall in no circumstance  exceed the amount of the
         annual  maintenance  fee payable by the Licensee to Licensor,  plus the
         fees paid by Licensee  (including  application  of  credits)  under the
         License Agreement  depreciated on a straight-line basis over a six year
         term.  The Licensee and Licensor shall in no event be liable one to the
         other for loss of  revenue,  profit,  anticipated  profit or  indirect,
         incidental, special or consequential damages, including but not limited
         to, any losses to Licensee  resulting  from lost  computer  time or the
         destruction or damage of records, or any claims or demands made against
         the  Licensee  by  a  third  party.  Licensor  shall  maintain  general
         liability and property damage insurance in reasonable  limits and shall
         maintain proper worker's compensation  insurance covering all employees
         performing  work under this  Agreement  and,  upon request by Licensee,
         shall furnish Certificates of Insurance evidencing such coverage.
<PAGE>

7.       During the term of this Agreement, Licensee shall:

         A.       Provide Licensor with modem connection to Licensee's  computer
                  systems  for  the  sole  purpose  of  performing   Maintenance
                  Services. Such connection shall be made only at times mutually
                  agreed by Licensee  and  Licensor.  Licensor  agrees that with
                  respect  to  any  access  of  Licensee's  computer  system  by
                  Licensor,  whether  in person  or  through  modem  connection,
                  Licensor shall not (i) access  portions of the system that are
                  not necessary for  performance of Maintenance  Services;  (ii)
                  access any data of customers of  Licensee;  (iii)  disable any
                  virus  checker  or  security  program;   or  (iv)  provide  to
                  Licensee,  through download or CD-ROM or other media, software
                  or data in electronic  form that has not been examined with an
                  up-to-date  commercial  virus checking  program shortly before
                  delivery to Licensee.


         B.       Provide  adequate  Level 1 support for  MaxxSystem  Program to
                  support Licensee customer base;


         C.       Ensure that only personnel  properly  trained in the operation
                  and use of the MaxxSystem Program and its associated equipment
                  call Licensor for direct phone support and that such personnel
                  have  sufficient  access  and  computer  time when  using such
                  service in order to  implement  the  corrections  suggested by
                  Licensor;


         D.       Install  all  application   updates  and  MaxxSystem   Program
                  Upgrades  within 90 days of  delivery of same,  provided  that
                  Licensee  is not  obligated  to install or use any upgrade for
                  which  Licensor  requires an extra fee that  Licensee  has not
                  agreed to pay;


         E.       Perform and install all  diagnostic  activities  and  routines
                  recommended by Licensor;


         F.       Ensure the proper MaxxSystem Program environment is maintained
                  and  that   Licensee's   personnel  who  have  access  to  the
                  MaxxSystem  Program are properly  trained in the operation and
                  usage of the MaxxSystem Program and the associated  equipment;
                  and


         G.       Provide,  at no cost to Licensor,  adequate safeguards for the
                  protection of Licensee's  data and files while the Maintenance
                  Services are being performed on the MaxxSystem Program.


8.       Licensee  shall be solely  responsible  to ensure that all of its files
         and data are adequately duplicated or documented, and Licensor shall in
         no way be  responsible  for  Licensee's  failure  to do so, nor for the
         costs or expenses of reconstructing  data which are lost,  destroyed or
         otherwise  damaged or rendered  useless  during the course of or as the
         result of the performance of any services under this Agreement.


9.       All data or other  information  of Licensee or Licensee's  customers to
         which  Licensor  is  exposed  in the  course of  providing  Maintenance
         Services shall be treated as  confidential in accordance with the terms
         of the article on confidentiality in the License Agreement.


10.      Licensor  warrants that the services provided under this Agreement will
         be  performed  in  professional  fashion  and in  accordance  with good
         quality practices in the software industry.
<PAGE>


     EXCEPT AS  PROVIDED  HEREIN,  LICENSOR  MAKES NO OTHER  REPRESENTATIONS  OR
     WARRANTIES UNDER THIS AGREEMENT WHATSOEVER WHETHER STATUTORY,  EXPRESSED OR
     IMPLIED,  INCLUDING BUT NOT LIMITED TO WARRANTIES  OR  MERCHANTABILITY  AND
     FITNESS FOR A PARTICULAR  PURPOSE AND ALL WARRANTIES ARISING FROM COURSE OF
     DEALING OR USAGE OF TRADE.


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         IN WITNESS  WHEREOF each of the parties has caused its duly  authorized
officer to execute this Agreement as of the date and year first above written.



LICENSOR                                    LICENSEE


SUMMUS, LTD.                                HIGH SPEED NET SOLUTIONS, INC.



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