Mr. Bradford J. Richdale
864 John Anderson Drive
Ormond Beach, FL 32176

Michael M. Cimino
President, Zapp.net, Inc.
2570 West International Speedway Blvd.
Daytona Beach, FL 32114

Dear Brad and Michael:

This  letter  confirms  our  agreement  relating  to  Summus,  Ltd.  and  Summus
Technologies, Inc. As we discussed, we have agreed to the following:

1.       Brad  Richdale  personally  will lend  $250,000 in cash in  immediately
         available  funds to Summus Ltd. upon the  execution of this  agreement.
         Contemporaneously  with payment of this $250,000 to Summus Ltd., Summus
         Ltd.  will execute a convertible  note for the $250,000.  The note will
         bear  interest  at 8% per  annum  and will be  payable  from the  first
         $750,000  payment  regarding  the  Marketing  Agreement  referred to in
         Section 2 below. If this note is not repaid when due, you will have the
         option to convert it into 0.9% of the issued and outstanding  shares of
         Summus Ltd.  common stock.  It is understood  that the $250,000 will be
         used by Summus, Ltd. primarily to fund its operating expenses.

2.       Summus,  Ltd. and  High-Speed  Net  Solutions,  Inc.,  currently  named
         Zzap.net,  Inc. ("Net  Solutions") will enter into a Marketing  License
         Agreement (the  "Marketing  Agreement") no latter than 40 days from the
         execution of this  agreement.  This  Marketing  Agreement  will contain
         non-business  terms and conditions  substantially  similar to the final
         draft of the  Marketing  License  Agreement  from  December  10,  1998,
         relating to the previous ZAP transaction (the "Previous Agreement"). In
         this regard, Net Solutions will have the sublicense rights specified in
         and in accordance with the Previous Agreement. The basic business terms
         of the Marketing Agreement will be as follows:

         a.       An initial three year term. After the initial three year term,
                  Net  Solutions  will have the  option  to renew the  Marketing
                  Agreement for an upfront  payment per year  repayable  against
                  royalties  of the  greater of (i) $2.5  Million or (ii) 15% of
                  the prior year's  royalty  payments to Summus,  Ltd. under the
                  Agreement. The $2.5 Million will be paid in four equal monthly
                  installments,  with  the  first  payment  being  made  at  the
                  beginning of the additional term. This upfront payment will be
                  repaid  pursuant to the same formula used in the  repayment of
                  the initial $3 Million advance as stated in Section 2b hereof.
<PAGE>

         b.       Net Solutions  will have an exclusive  right to sell the video
                  streaming  product as such product was defined in the Previous
                  Agreement, except for the government market. Summus, Ltd. will
                  also have the right to market the video streaming  products in
                  the OEM market.  OEM video  streaming  sales royalties will be
                  divided 50/50 of net, with each party  recouping  direct costs
                  as  documented.  Until New  Solutions  recoups  the initial $3
                  Million  payment  for the  Marketing  Agreement,  the  royalty
                  payment  shall  be  split  70/30  of net,  with  Summus,  Ltd.
                  receiving  30%,  and the other 20%  which  otherwise  would be
                  payable  to  Summus,  Ltd.  being  applied  to pay down the $3
                  Million. Summus, Ltd. retains the exclusive rights to sell the
                  video streaming product in the government market.

         c.       Net Solutions  will have a  non-exclusive  license to sell the
                  other products, including newly developed products, of Summus,
                  Ltd. as defined in the previous Agreement.

         d.       Summus, Ltd. will receive seven and a half percent (7 1/2%) of
                  the Adjusted  Gross Revenue (as defined in the Binding  Letter
                  Agreement dated October 28, 1998) generated relating to Summus
                  products by Net Solutions outside of the OEM market.  The full
                  amount of this  seven and  one-half  percent  (7 1/2%) will be
                  paid to Summus,  Ltd. on a monthly basis, and there will be no
                  deductions from the royalties.

         e.       The terms and  conditions of any OEM sale not involving  video
                  streaming in which Net  Solutions has  involvement,  including
                  the  appropriate  compensation  for Net  Solutions and Summus,
                  Ltd,  will  be  determined   through   reasonable  good  faith
                  negotiations  between Summus, Ltd. and Net Solutions on a case
                  by case basis.

         f.       With respect to the OEM Market,  Net Solutions and Summus, Ltd
                  will work together and keep one another informed so that there
                  is no duplication of effort or confusion in the marketplace.

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

         h.       The  Marketing  Agreement  cannot be assigned  or  transferred
                  without  the prior  written  consent  of Summus,  Ltd.,  which
                  consent will not be unreasonably withheld. Notwithstanding the
                  foregoing,  the  Marketing  Agreement  can be  assigned  to an
                  entity  capable of performing  under the  Marketing  Agreement
                  that is not a direct  competitor  of Summus,  Ltd.  if Summus,
                  Ltd.  receives a nonrefundable  cash payment of the greater of
                  (i) $10 Million or (ii) 15% of the prior year's royalties paid
                  under the Marketing Agreement.

                                       2

<PAGE>

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

         j.       Except  as  specifically   enlarged   herein,   the  Marketing
                  Agreement  shall also contain the Marketing  Rights granted in
                  the Brad  Richdale  Agreement  dated  March 2, 1998,  but Brad
                  Richdale  and/or  his  designee  Brad  Richdale  Direct or Net
                  Solutions  shall be relieved of the  advertising  requirements
                  contained in the Brad Richdale Agreement.

         k.       Except with respect to the video streaming product, there will
                  be no first refusal  rights.  With respect to any new product,
                  including,  but not  limited  to,  a chip,  that  directly  or
                  indirectly suppliants,  replaces, competes with, is similar to
                  in its  function  or  intended  use,  or  obsoletes  the video
                  streaming  product  defined in the  Marketing  Agreement,  New
                  Solutions   will  have  first  refusal   rights  to  fund  the
                  development, and such funding will include the right to market
                  the new product on an exclusive basis, on terms and conditions
                  mutually agreed upon by Summus Ltd. and Net Solutions  through
                  reasonable good faith negotiations.

         Notwithstanding   anything  contained  in  this  section  two,  if  the
         Marketing  Agreement is not executed with two weeks of this  agreement,
         for  whatever  reason,  then  Brad  Richdale  will  personally  lend an
         additional  $150,000 in cash in immediately  available  funds to Summus
         Ltd. on the first day of the third week following the execution of this
         agreement.  The  terms  of  this  note  will be the  same as the  terms
         contained  in the note  referred  in Section  1,  except for the dollar
         amount.

3.       Except for the payments  contemplated by this agreement,  Summus,  Ltd.
         will  agree  to  compensate  individuals  (to  initially  include  Brad
         Richdale,  Michael Cimino, and Mike Pruitt) for equity capital invested
         in Summus Ltd. on terms agreeable to Summus Ltd., such  compensation in
         accordance  with the following  formula:  5% on 1st Million,  4% on 2nd
         Million,  3% on 3rd Million,  2% on 4th Million,  and 1% on all amounts
         over $4 Million.

4.       Summus Technologies shall, unequivocally,  and with all due speed merge
         with Summus, Ltd. (or a merger subsidiary thereof) structured to be tax
         free, on appropriate terms and conditions, once the Marketing Agreement
         has been executed and Summus,  Ltd. has obtained the first two $750,000

                                       3

<PAGE>

         payments under the Marketing  Agreement in accordance  with section 2i.
         Brad Richdale (or his designee)  and Cale  Yarborough  will receive the
         same percentage  ownership in Summus,  Ltd. as they respectively own in
         Summus Technologies. It is anticipated that prior to the merger Summus,
         Ltd. will be  redomiciled in Delaware.  In the meantime,  Brad Richdale
         agrees that we should move  forward  with the steps  pertaining  to the
         Florida operations of Summus  Technologies as outlined in our fax dated
         January 5, 1999.  Following  the merger,  Brad  Richdale and a designee
         (Michael  Cimino)  will  serve on a seven  member  board  as Class  One
         members of a classified board,  whereby Class One Directors will have a
         three year term. If the Board is  increased,  Brad Richdale will retain
         the equivalent of 18% (rounded up) representation on the Board.

5.       Within one year from the  execution of this  agreement,  Net  Solutions
         agrees to  deliver a $2.5  Million  factorable  Purchase  Order that is
         satisfactory  to  Summus,   Ltd.  for  products  of  Summus,  Ltd.  the
         specifications of which will be mutually agreed upon by you and Summus,
         Ltd. Upon your  execution of this  agreement,  you will receive  common
         shares of Summus Technologies equal to 3% of the issued and outstanding
         common  shares of Summus  Technologies.  Upon  delivery of the purchase
         order to Summus Ltd. and its acceptance, which will not be unreasonably
         withheld,  by Bjorn Jawerth, as the President of Summus, Ltd., you will
         receive additional common shares of Summus Technologies up to 6% of the
         issued and outstanding common shares of Summus  Technologies as cash is
         received  for the purchase of products  under the  Purchase  Order at a
         rate of 1% per $277,777.78. If the above referenced nine (%) percent is
         not issued, then Brad Richdale (and his designees)  specifically do not
         waive any  rights  they now may have  with  respect  to their  existing
         ownership claim thereto.

Brad, I think there are terms that are mutually beneficial to both Summus, Ltd.,
you and to Net Solutions and hopefully these will help make the Summus companies
a success. If you agree to the foregoing,  I would appreciate your signing where
indicated  below and returning  this  executed  agreement to me. At that time, I
would  appreciate  your forwarding to Summus,  Ltd. the $250,000,  at which time
this Agreement will become effective.


                                       4
<PAGE>

                                                       Sincerely,


                                                       /s/ Bjorn Jawerth
                                                       Dr. Bjorn Jawerth
                                                       President
                                                       Summus, Ltd.
                                                       Summus Technologies, Inc.

Agreed and Accepted:



/S/ BRAD RICHDALE
Brad Richdale, as it applies to him individually

/S/ MICHAEL M. CIMINO               1/14/99
-------------------------------------------
Michael Cimino, President, Zzap.net, Inc.
  (to be renamed High-Speed Net Solutions Inc.)