SOFTWARE ESCROW AGREEMENT


         This  Escrow  Agreement  ("Agreement")  is made  as of this 18th day of
February,  2000,  by and between  Summus,  Ltd.  ("Licensor"),  Fort Knox Escrow
Services, Inc. ("Fort Knox") and High Speed Net Solutions, Inc. ("Licensee").

         PRELIMINARY  STATEMENT.  Licensor  and  Licensee  have  entered  into a
Software  License  Agreement  and  Software  Maintenance  Agreement,  both dated
February  18,  2000  (together,  the  "License  Documents"),  pursuant  to which
Licensee has rights to receive Licensor's MaxxSystem software product, including
New Versions as defined in the License  Documents (all  together,  the "Licensed
Software"). Licensor intends to deliver to Fort Knox a sealed package containing
magnetic tapes,  disks, disk packs, or other forms of media, in machine readable
form, and the written documentation prepared in connection therewith, containing
the source code of the Licensed  Software  (the "Deposit  Materials").  Licensor
desires  Fort Knox to hold the Deposit  Materials,  and,  upon  certain  events,
deliver the Deposit Materials to Licensee, in accordance with the terms hereof.

         Now,  therefore,  in  consideration  of the  foregoing,  of the  mutual
promises  hereinafter set forth, and for other good and valuable  consideration,
the receipt and sufficiency of which are hereby acknowledged,  the parties agree
as follows:

         1.  DELIVERY BY LICENSOR.  Within  thirty (30) days of each delivery of
each new object code version of Licensed  Software to Licensee,  Licensor  shall
provide  to Fort Knox a new set of Deposit  Materials  containing  the  complete
source  code for the then  current  version of  Licensed  Software  provided  to
Licensee under the License Documents,  together with a copy of Exhibit B to this
Agreement,  completed with a description of the Deposit  Materials.  Each set of
Deposit Materials shall contain commented source code,  proprietary Summus tools
and lists of any commercially  available products required to compile the source
code, and all information in human-readable form and on suitable media to enable
a reasonably skilled  programmer or analyst to understand,  maintain and correct
the Licensed Software without the assistance of any other person. Licensor shall
be solely  responsible for delivering to Fort Knox the Deposit  Materials.  Fort
Knox shall hold the Deposit Materials in accordance with the terms hereof.  Fort
Knox shall have no  obligation  to verify the  completeness  or  accuracy of the
Deposit Materials.

         2.  DUPLICATION.  Fort Knox may duplicate the Deposit  Materials by any
means in order to  comply  with the  terms  and  provisions  of this  Agreement,
provided that  Licensee  shall bear the expense of  duplication.  Alternatively,
Fort Knox, by notice to Licensor,  may require  Licensor to reasonably  promptly
duplicate the Deposit Materials.

         3.  NOTIFICATION  OF DEPOSITS.  Simultaneous  with the delivery to Fort
Knox of each set of Deposit  Materials,  Licensor shall deliver to Fort Knox and
to Licensee a written statement specifically identifying all items deposited and
stating that the Deposit,  so deposited  have been inspected by Licensor and are
complete and accurate.

         4.  DELIVERY BY FORT KNOX
<PAGE>

                  4.1 DELIVERY BY FORT KNOX TO LICENSEE. Fort Knox shall deliver
the Deposit Materials, or a copy thereof, to Licensee only in the event  that:

                           (a)      Licensor notifies Fort Knox to effect such
delivery to Licensee at a specific address,  the notification  being accompanied
by a check payable to Fort Knox in the amount of one hundred dollars  ($100.00);
or

                           (b)      Fort Knox receives from Licensee:

                                    (i)     written  notification  that Licensor
                                            has failed in a material  respect to
                                            support  the  Licensed  Software  as
                                            required by the License Documents or
                                            that    Licensor    has    otherwise
                                            defaulted  in  a  material   respect
                                            under    the    License    Documents
                                            ("Licensor    Default")    and   any
                                            applicable  cure  period  under  the
                                            License Documents has expired;

                                    (ii)    evidence  satisfactory  to Fort Knox
                                            that    Licensee   has    previously
                                            notified  Licensor of such  Licensor
                                            Default in writing;

                                    (iii)   a written demand that  the  Deposit
                                            Materials be released and  delivered
                                            to Licensee;

                                    (iv)    a  written   undertaking   from  the
                                            Licensee that the Deposit  Materials
                                            being  supplied to the Licensee will
                                            be used only as permitted  under the
                                            terms of the License Agreement;

                                    (v)     specific   instructions   from   the
                                            Licensee for this delivery; and

                                    (vi)    a check payable to Fort Knox in the
                                            amount   of   one  hundred  dollars
                                            ($100.00).

                           (c)      If the  provisions  of  paragraphs 4.1(a) or
4.1(b) are satisfied,  and Fort Knox does not receive an Objection Notice within
the Objection  Period pursuant to paragraph (d) below,  Fort Knox shall,  within
five (5) business days after receipt of the  notification and check specified in
paragraph  4.1(a) and  expiration of the Objection  Period,  deliver the Deposit
Materials in accordance  with the applicable  instructions.  Fort Knox shall not
release the Deposit  Materials  if it receives an  Objection  Notice  within the
Objection  Period  absent a court  order,  final order of  arbitration  or joint
written instructions of the Licensor and Licensee.

                           (d)       Fort Knox shall, within five (5) business
days after receipt of all the documents  specified in paragraph 4.1(b),  send by
certified mail to Licensor a photostatic  copy of all such  documents.  Licensor
shall  have  fifteen  (15) days from the date on which  Licensor  receives  such
documents  ("Objection Period") to notify Fort Knox of its objection ("Objection
Notice") to the  proposed  release of the Deposit  Materials  to Licensee and to
request  that  the  issue of  Licensee's  entitlement  to a copy of the  Deposit
Materials  be  submitted  to  arbitration  in  accordance   with  the  following
provisions:
<PAGE>

                                    (i)      If Licensor shall send an Objection
                                             Notice  to  Fort  Knox  during  the
                                             Objection Period,  the matter shall
                                             be  submitted  to,  and  settled by
                                             arbitration  by,  a panel  of three
                                             (3)   arbitrators   chosen  by  the
                                             Atlanta   Regional  Office  of  the
                                             American Arbitration Association in
                                             accordance  with  the  rules of the
                                             American  Arbitration  Association.
                                             The arbitrators shall apply Georgia
                                             law.  At least  one (1)  arbitrator
                                             shall be  reasonably  familiar with
                                             the computer software industry. The
                                             decision of the  arbitrators  shall
                                             be binding  and  conclusive  on all
                                             parties involved, and judgment upon
                                             their  decision may be entered in a
                                             court  of  competent  jurisdiction.
                                             All   costs   of  the   arbitration
                                             incurred  by Fort  Knox,  including
                                             reasonable   attorneys'   fees  and
                                             costs,  shall be paid by the  party
                                             which  does  not   prevail  in  the
                                             arbitration;  provided, however, if
                                             the arbitration is settled prior to
                                             a decision by the arbitrators,  the
                                             Licensor  and  Licensee  shall each
                                             pay 50% of all such costs.

                                    (ii)    The  parties  shall  proceed in good
                                            faith  and  with  all due  speed  to
                                            complete   arbitration   within  one
                                            month of the receipt by Fort Knox of
                                            the    Objection     Notice.     The
                                            arbitrators  shall have authority to
                                            reasonably   alter  the  arbitration
                                            rules to achieve  that  goal.  There
                                            shall  be no  discovery,  except  as
                                            directed by the arbitrators, and the
                                            period for oral  arguments  shall be
                                            limited to two days.

                                    (iii)   Licensor  may,  at any time prior to
                                            the   commencement   of  arbitration
                                            proceedings,  notify  Fort Knox that
                                            Licensor has withdrawn the Objection
                                            Notice.

                           (e)      Upon  receipt  of  the  Deposit  Materials,
Licensee may use the Deposit Materials solely for the purpose of maintaining the
Licensed  Software.  The  Deposit  Materials  will  be  considered  confidential
information  of  Licensor  to be  treated by  Licensee  in  accordance  with the
confidentiality provisions of the License Documents.

                           (f)      Both  Licensor  and Licensee agree that Fort
Knox shall not be required to deliver Deposit Materials until all such fees then
due Fort Knox have been paid.

                  4.2      DELIVERY  BY FORT  KNOX TO  LICENSOR.  Fort Knox shal
release and deliver the Deposit  Materials to Licensor upon  termination of this
Agreement in accordance with paragraph 7(a) hereof.

         5.  INDEMNITY.  Licensor and  Licensee  shall,  jointly and  severally,
indemnify  and hold  harmless  Fort  Knox and each of its  directors,  officers,
agents,  employees and  stockholders  ("Fort Knox  Indemnities")  absolutely and
forever,  from  and  against  any  and  all  claims,  actions,  damages,  suits,
liabilities,   obligations,   costs,  fees,  charges,  and  any  other  expenses
whatsoever, including reasonable attorneys' fees and costs, that may be asserted
against  any Fort Knox  Indemnitee  in  connection  with this  Agreement  or the
performance of Fort Knox or any Fort Knox Indemnitee hereunder.
<PAGE>

         6.       DISPUTES AND INTERPLEADER.

                  (a) Fort Knox may  submit  any  matter in an  interpleader  or
similar action other than a matter  submitted to  arbitration  after Fort Knox's
receipt  of an  Objection  Notice  under  Section 4 and the  parties  under this
Agreement  submit the matter to such  arbitration  as  described in Section 4 of
this Agreement. Any and all costs incurred by Fort Knox in connection therewith,
including  reasonable  attorneys' fees and costs,  shall be borne 50% by each of
Licensor and Licensee.

                  (b) Fort Knox shall  perform any acts  ordered by any court of
competent  jurisdiction,  without  any  liability  or  obligation  to any  party
hereunder by reason of such act.

         7.       TERM AND RENEWAL.

                  (a)  The  term of  this  Agreement  shall  be  coincident  and
coterminous with the License  Documents.  [This Agreement shall be automatically
extended for an additional  term of one year  ("Additional  Term") at the end of
the Initial Term and at the end of each Additional Term hereunder  unless, on or
before  ninety (90) days prior to the end of the Initial  Term or an  Additional
Term, as the case may be, any party notifies the other parties that it wishes to
terminate the  Agreement at the end of such term.] At such time of  termination,
all  fees  due  under  this  Agreement  to  Fort  Knox  must be  paid  prior  to
termination.

                  (b)  In  the  event  of   termination  of  this  Agreement  in
accordance with paragraph 7(a) hereof, Licensee shall pay all fees due Fort Knox
and shall promptly  notify  Licensor that this Agreement has been terminated and
that Fort Knox shall return to Licensor all copies of the Deposit Materials then
in its possession.

         8.       FEES.   Licensor  and  Licensee  shall  pay  to  Fort Knox the
applicable  fees in accordance  with Exhibit A as  compensation  for Fort Knox's
services under this Agreement.  The first years fees are due upon receipt of the
signed contract or Deposit Materials, whichever comes first and shall be paid in
U.S. Dollars.

                  (a)  PAYMENT.  Fort Knox shall  issue an  invoice to  Licensee
following execution of this Agreement ("Initial  Invoice"),  on the commencement
of any Additional Term hereunder,  and in connection with the performance of any
additional  services  hereunder.   Payment  is  due  upon  receipt  of  invoice,
irrespective  of when the Deposit  Materials are received.  All fees and charges
are exclusive of, and Licensee is responsible for the payment of, all sales, use
and like taxes.  Fort Knox shall have no obligations  under this Agreement until
the Initial Invoice has been paid in full by Licensee.

                  (b)  NONPAYMENT.  In the event of  non-payment  of any fees or
charges invoiced by Fort Knox, Fort Knox shall give notice of non-payment of any
fee due and  payable  hereunder  to the  Licensee  and,  in such an  event,  the
Licensee  shall  have the right to pay the unpaid fee within ten (10) days after
receipt of notice from Fort Knox. If Licensee  fails to pay in full all fees due
during such ten (10) day period,  Fort Knox shall give notice of  non-payment of
any fee due and payable hereunder to Licensor and, in such event, Licensor shall
have the right to pay the  unpaid  fee  within  ten (10) days of receipt of such
notice from Fort Knox.  Upon payment of the unpaid fee by either the Licensor or

<PAGE>

Licensee,  as the case may be, this  Agreement  shall continue in full force and
effect until the end of the applicable term. Failure to pay the unpaid fee under
this paragraph 8(b) by both Licensor and Licensee shall result in termination of
this Agreement.

         9.       OWNERSHIP  OF DEPOSIT  MATERIALS.  The  parties  recognize and
acknowledge  that ownership of the Deposit  Materials shall remain with Licensor
at all times.

         10. AVAILABLE VERIFICATION SERVICES.  Upon receipt of a written request
from  Licensee,  Fort Knox and  Licensee  may enter  into a  separate  agreement
pursuant to which Fort Knox will agree,  upon certain terms and  conditions,  to
inspect  the  Deposit  Materials  for the purpose of  verifying  its  relevance,
completeness,  currency,  accuracy and  functionality  ("Technical  Verification
Agreement").  Upon  written  request  from  Licensor,  Fort Knox  will  issue to
Licensor  a copy  of any  written  technical  verification  report  rendered  in
connection  with such  engagement.  If Fort Knox and  Licensee  enter  into such
Technical Verification Agreement,  Licensor shall reasonably cooperate with Fort
Knox by providing its facilities,  computer  systems,  and technical and support
personnel for technical verification whenever reasonably necessary. If requested
by  Licensee,  Licensor  shall  permit one employee of Licensee to be present at
Licensor's facility during any such verification of the Deposit Materials.

         11. BANKRUPTCY.  Licensor and Licensee  acknowledge that this Agreement
is an "agreement  supplementary to" the License Agreement as provided in Section
365 (n) of Title 11,  United  States  Code  (the  "Bankruptcy  Code").  Licensor
acknowledges  that if  Licensor  as a  debtor  in  possession  or a  trustee  in
Bankruptcy in a case under the Bankruptcy Code rejects the License  Agreement or
this  Agreement,  Licensee  may elect to retain  its  rights  under the  License
Agreement  and this  Agreement as provided in Section 365 (n) of the  Bankruptcy
Code.  Upon written  request of Licensee to Licensor or the Bankruptcy  Trustee,
Licensor  or such  Bankruptcy  Trustee  shall not  interfere  with the rights of
Licensee as provided in the License Agreement and this Agreement,  including the
right to obtain the Deposit Material from Fort Knox.

         12.      MISCELLANEOUS.

                  (a) REMEDIES. Except for intentional misrepresentation,  gross
negligence or intentional misconduct,  Fort Knox shall not be liable to Licensor
or to Licensee for any act, or failure to act, by Fort Knox in  connection  with
this  Agreement.  Any  liability of Fort Knox  regardless  of the cause shall be
limited to the fees exchanged under this Agreement. Fort Knox will not be liable
for special, indirect, incidental or consequential damages hereunder.

                  (b) NATURAL  DEGENERATION;  UPDATED VERSION. In addition,  the
parties  acknowledge  that as a result of the passage of time alone, the Deposit
Materials are  susceptible to loss of quality  ("Natural  Degeneration").  It is
further acknowledged that Fort Knox shall have no liability or responsibility to
any person or entity for any Natural  Degeneration.  For the purpose of reducing
the risk of Natural Degeneration, Licensor shall deliver to Fort Knox a new copy
of the Deposit Materials at least once every three years.

                  (c) PERMITTED RELIANCE AND ABSTENTION.  Fort Knox may rely and
shall be fully  protected in acting or refraining from acting upon any notice or
other  document  believed  by Fort Knox in good faith to be genuine  and to have
been signed or presented by the proper person or entity. Fort Knox shall have no
duties or responsibilities except those expressly set forth herein.
<PAGE>

                  (d)      INDEPENDENT  CONTRACTOR.  Fort  Knox is a independent
contractor, and is not an employee or agent of either the Licensor or Licensee.

                  (e)      AMENDMENTS.  This Agreement shall not be modified or
amended except by another agreement in writing executed by the parties hereto.

                  (f) ENTIRE AGREEMENT.  This Agreement,  including all exhibits
hereto, supersedes all prior discussions,  understandings and agreements between
the parties with respect to the matters  contained  herein,  and constitutes the
entire  agreement  between the parties with respect to the matters  contemplated
herein.  All exhibits  attached hereto are by this reference made a part of this
Agreement and are incorporated herein.

                  (g)  COUNTERPARTS;   GOVERNING  LAW.  This  Agreement  may  be
executed in  counterparts,  each of which when so executed shall be deemed to be
an original and all of which when taken  together  shall  constitute one and the
same  Agreement.  This  Agreement  shall be construed and enforced in accordance
with the laws of the State of Georgia.

                  (h)  CONFIDENTIALITY.  Fort  Knox will  hold and  release  the
Deposit Materials only in accordance with the terms and conditions  hereof,  and
will maintain the confidentiality of the Deposit Materials.

                  (i)  NOTICES.   All  notices,   requests,   demands  or  other
communications  required or permitted  to be given or made under this  Agreement
shall be in writing and shall be  delivered by hand or by  commercial  overnight
delivery service which provides for evidence of receipt,  or mailed by certified
mail, return receipt requested,  postage prepaid. If delivered  personally or by
commercial  overnight delivery service,  the date on which the notice,  request,
instruction  or document  is  delivered  shall be the date on which  delivery is
deemed to be made,  and if  delivered  by mail,  the date on which such  notice,
request, instruction or document is received shall be the date on which delivery
is deemed to be made.  Any party may change its  address for the purpose of this
Agreement by notice in writing to the other parties as provided herein.

                  (j)      SURVIVAL.  Paragraphs 5, 6, 8, 9 and 11 shall survive
any termination of this Agreement.

                  (k) NO WAIVER.  No failure on the part of any party  hereto to
exercise,  and no delay in  exercising  any  right,  power or single or  partial
exercise of any right,  power or remedy by any party will  preclude any other or
further exercise thereof or the exercise of any other right, power or remedy. No
express  waiver or assent by any party hereto to any breach of or default in any
term or condition of this Agreement shall constitute a waiver of or an assent to
any  succeeding  breach of or default in the same or any other term or condition
hereof.


<PAGE>


         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.

           Fort Knox Escrow Services, Inc.
           2100 Norcross Pkwy. Suite 150          Phone Number 1 770-239-9200
           Norcross, Georgia 30071                Fax Number 770-239-9201
           Attn:  Keith Mobley

By:_______________________________
Print Name:_______________________        Title:_______________________________


 Licensor


  Address: ______________________________
           ______________________________
           ______________________________

  Phone:  _______________________________          Fax: _____________


     Licensee

  Address: ______________________________
           ______________________________
           ______________________________

  Phone:  _______________________________          Fax: _____________



<PAGE>


         EXHIBIT A

                                  FEE SCHEDULE


Fees to be paid by Licensee shall be as follows:


       Initialization fee (one time only)                                $ 850
         ($ 765 for current clients)

       Annual maintenance fee
          includes two Deposit Material updates          $ 1000 product
          includes one cubic foot of storage space

       International (outside of U.S.) - $ 1000/product

       Additional Updates                                $ 150
         (above two per year)

       Additional Storage Space                          $ 150/cubic foot




Payable by Licensee or Licensor:


       Due Upon Licensee's or Licensor's
       Request for Release of Deposit Materials          $100 for initial 2 hrs

                                                         $50/hour for
                                                         additional hours




A ten percent  discount is credited towards the  initialization  fee for current
Fort Knox clients. Fees due upon receipt of signed contract or Deposit Material,
whichever  comes first and shall be paid in U.S.  Dollars.  The renewal date for
this Agreement will occur on the  anniversary of the first invoice.  Thereafter,
fees shall be subject to their current pricing,  provided that such prices shall
not increase by more than 10% per year.



<PAGE>


                                    EXHIBIT B
B1.      Product Name: ___________________________________________________
         Version #:_______________________________________________________
Prepared and Confirmed by:  ______________________________________________
Title:  _________________________________________    Date: _______________
Signature: _______________________________________________________________
Type of deposit:
                  ____ Initial Deposit
                  ____ Update Deposit to replace current deposits
                  ____ Other (please describe)____________________________

ITEMS DEPOSITED:
     Quantity     Media Type            Description of Material

A)  ___________   ____________        _____________________________________

B)  ___________   ____________         ____________________________________

C)  __________    ____________         ____________________________________

B2.      Product Name: ____________________________________________________
         Version #: _______________________________________________________
Prepared and Confirmed by:  _______________________________________________
Title:  _________________________________________    Date: ________________
Signature: _______________________________________________________________
                  Type of deposit:
                  ____ Initial Deposit
                  ____ Update Deposit to replace current deposits
                  ____ Other (please describe) ___________________________
ITEMS DEPOSITED:
    Quantity      Media Type            Description of Material

A)  ___________   ____________         ___________________________________

B)  ___________   ____________         ___________________________________

C)  ___________   ____________         ___________________________________

                                       (please copy page as necessary)