MARKETING LICENSE AGREEMENT

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

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

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

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

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

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

2.       RIGHTS; RESTRICTIONS AND REFUSAL RIGHTS.

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

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

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



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

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

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

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

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

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

         2.3      The Rights  granted  pursuant to this Agreement are subject to
                  the rights to terminate  such Rights under this  Agreement and
                  compliance with the terms,  conditions and  obligations  under

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<PAGE>

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

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

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

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

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

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

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


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<PAGE>

3.       MARKETING OBLIGATIONS.

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

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

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

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

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

5.       CHANGES.  LTD agrees to provide  HSNS with such Changes to the Products
(in Object Code form)  and/or  Documentation,  if any, as LTD may make or obtain
from  time to time and  authorize  for  general  release.  LTD  shall  keep HSNS
generally  advised  with regard to Changes  that are  available  or that LTD has
announced are planned,  to the extent such Changes are or may be provided  under
this Section 5.


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<PAGE>
6.       TITLE; INTELLECTUAL PROPERTY.

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

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

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

         6.4      HSNS is authorized to identify HSNS as an independent business
                  which has been authorized by LTD to market the Products to End
                  Users  and  Authorized  Sublicensees,  and to use and  display
                  LTD's trade  names,  trademarks,  service  marks and logos for
                  purposes of promoting,  advertising and marketing the Products
                  to  prospective   End  Users  and   Authorized   Sublicensees;
                  provided,  however, that HSNS shall obtain LTD's prior written
                  approval  of  the   content  and  form  of  any   promotional,
                  advertisement  or  marketing  materials  utilizing  such trade
                  names,  trademarks,  service  marks or logos.  LTD's  approval
                  shall not be  unreasonably  withheld and shall be deemed given
                  if LTD does not object in writing within two (2) business days


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

         6.5      HSNS  shall  notify  LTD in the event  that it  discovers  any
                  infringement  of LTD's  rights in any  Product or any of LTD's
                  trade  names,  trademarks,  service  marks  or  logos  or  any
                  violation of the terms of a License  Agreement  or  Sublicense
                  Agreement,  and  shall  cooperate  with LTD and  assist in the
                  prosecution  of  LTD's  claims,   provided  that  LTD  retains
                  financial   responsibility   for  costs  of   assistance   and
                  prosecution. LTD shall be entitled to retain any proceeds from
                  such claims, including settlement amounts.


7.       THIRD PARTY MATERIALS.  The  Products  and/or Documentation may include
or require  commercially  available  programming or materials  from  third-party
licensors, sellers or distributors (collectively,  "Third-Party Materials"). The
Third-Party  Materials may be subject to  restrictions,  payment  obligations or
procurement  responsibilities  that are  different  from or in  addition  to the
restrictions and charges applicable to the Products and Documentation  hereunder


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<PAGE>
and HSNS and/or each End User or Authorized Sublicensee shall be responsible for
obtaining such Third Party Materials  pursuant to a separate agreement with each
such third party.  Exhibit D hereto  lists the  Third-Party  Materials  that are
pertinent  on the date of  execution  of this  Agreement.  The  Products are not
compatible with and are not warranted for any other kind of computer programming
or operating system other than the Third Party Materials. LTD reserves the right
to augment the Exhibit upon reasonable written notice to HSNS.

8.       CONFIDENTIAL INFORMATION AND DISCLOSURE.

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

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



         8.3      LTD, as Recipient, agrees at all times to protect and preserve
                  the  confidentiality of all Confidential  Information of HSNS,
                  as  Disclosing  Party.  LTD agrees not to permit or  authorize
                  access to, or disclosure of, the  Confidential  Information of
                  HSNS  to  any  person  or  entity  other  than  employees  and
                  professional  advisors  of LTD who have  agreed  in a  written


                                       7


<PAGE>

                  agreement to be bound by the terms of this  Agreement and have
                  a "need to know"  such  information  in order to enable LTD to
                  perform LTD's  obligations under this Agreement and applicable
                  License Agreements and Sublicense Agreements. LTD may disclose
                  necessary portions of the Confidential  Information of HSNS to
                  governmental  regulatory  authorities  if such  disclosure  is
                  required for compliance  with  applicable  laws, but LTD shall
                  notify HSNS of the applicable legal  requirements  before such
                  disclosure  occurs and LTD shall use its best  efforts to help
                  HSNS obtain  protection  as may be  available  to preserve the
                  confidentiality of such information following disclosure.

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

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

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

9.       FEES AND CHARGES; RECORDS AND AUDIT RIGHTS.

         9.1      HSNS shall collect all license and other fees for the Products
                  under License  Agreements and Sublicense  Agreements  from the
                  End Users and Authorized Sublicensees. HSNS shall use its best
                  efforts to ensure that LTD receives the benefits  contemplated
                  by this  Agreement and will not price  Products in a manner to
                  minimize, circumvent, evade or attempt to avoid the payment of
                  royalties to LTD.

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

                  (a)      Upfront Payment

                           (1)  HSNS  will  pay  upfront   $3,000,000  for  this
                  Agreement. The $3,000,000 will be paid by HSNS in installments
                  of $750,000  over four months with the first  installment  due
                  upon  the  execution  of this  Agreement  and  each  remaining

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<PAGE>

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

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

                  (b)      Royalties.

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

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

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

         9.3      HSNS shall further pay LTD for any services rendered by LTD in
                  accordance  with any agreement  reached  pursuant to Section 4
                  hereof.  Any  payments  for  such  services  shall  be due and
                  payable by HSNS to LTD within  fifteen (15) days from the date


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<PAGE>


                  LTD  issues an invoice  to HSNS for such  services,  or as may
                  otherwise be agreed to in writing by HSNS and LTD.

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

         9.5      During the term of this  Agreement and for a period of two (2)
                  years after any  termination of this  Agreement,  upon fifteen
                  (15) business days advance notice by LTD, HSNS shall allow the
                  employees of LTD (which  shall  include Mr. Dan Stansky (or if
                  replaced his  successor)  and only such employees of LTD which
                  such  officer  may  reasonably  need to  provide  support  and
                  assistance),  an independent  accountant  appointed by LTD and
                  any other experts or advisors of LTD (provided,  however, that
                  there  shall not be more than  three (3) people at any time on
                  HSNS's premises) access, at all reasonable times during normal
                  business  hours,  and  on  a  confidential  basis,  to  HSNS's
                  business  records and  information,  including the records and
                  information of its  affiliates,  for purposes of verifying the
                  royalties  and the  performance  of HSNS's  other  obligations

                                       10

<PAGE>

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

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

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

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

         10.1     LTD warrants  that,  for a period of ninety (90) days from the
                  date  that  a  Product  is  licensed  to  an  End  User  or an
                  Authorized Sublicensee, LTD will correct the computer programs
                  of the most current edition of a Product if such Product fails
                  to  operate in  accordance  with the  Documentation  if LTD is
                  provided  written  notice  within such ninety (90) day period.
                  This limited  warranty is the sole and exclusive remedy in the
                  event of the discovery of any such failure or nonconformity in
                  any  Product.  LTD makes no  warranty  that  operation  of any
                  Product  will be  uninterrupted  or error free.  This  limited
                  warranty shall not apply to (i) changes or modifications  made
                  to any  Product  other  than  those  made by LTD,  or (ii) any
                  Product  used with  hardware or operating  environments  other
                  than those approved in writing by LTD.

         10.2     LTD agrees to  indemnify  and defend HSNS,  its  shareholders,
                  officers,  directors  and  employees  and agents and hold them
                  harmless from and against all claims, and related liabilities,
                  damages  and  expenses,  arising  from the  actual or  alleged
                  infringement  by any  Product  of a United  States  patent  or
                  copyright;  provided that HSNS notifies LTD in writing  within
                  five  (5)  business  days of the  receipt  by HSNS of any such
                  claim  or  notice  of any  such  claim  and  permits  LTD upon
                  request,  and at LTD's cost and expense, to assume and control
                  the defense for settlement  thereof.  HSNS agrees to cooperate
                  with LTD in every  reasonable  manner in the  defense  of such
                  claim.  In  defending or settling any such claim LTD may elect


                                       11

<PAGE>


                  to (1) obtain the right of  continued  use of such  Product or
                  part thereof, which is alleged to be infringing or (2) replace
                  or modify such Product,  or part thereof,  so as to avoid such
                  claim of  infringement  and HSNS will cease use of the edition
                  of the  Product,  or  part  thereof,  which  was  replaced  or
                  modified.  LTD will not be  obligated  to defend or settle any
                  such claim of infringement  resulting from HSNS's or any other
                  parties  additions  to,  changes  in,  or  modifications  of a
                  Product,  or  resulting  from  HSNS's  use of any  Product  in
                  combination   with  materials   other  than  the  Third  Party
                  Materials.

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

11.      DISCLAIMER OF WARRANTIES AND ASSURANCES.

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

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

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


                                       12
<PAGE>

                  END  USER  OR  ANY  AUTHORIZED  SUBLICENSEE  OF  ANY  INTERNET
                  CONNECTION  IN VIOLATION OF ANY LAW, RULE OR REGULATION OR ANY
                  VIOLATION OF THE INTELLECTUAL PROPERTY RIGHTS OF ANOTHER.

12.      LIMITATION OF LIABILITY.

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

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

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

         12.4     HSNS  ACKNOWLEDGES  THAT LTD HAS SET ITS  FEES,  AGREED TO THE
                  ROYALTY  PROVISIONS  AND ENTERED INTO THIS  AGREEMENT  AND THE
                  LETTER AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY
                  AND THE  DISCLAIMERS  OF  WARRANTIES  AND DAMAGES SET FORTH IN
                  THIS  AGREEMENT,  AND THAT THE SAME FORM AN ESSENTIAL BASIS OF
                  THE BARGAIN BETWEEN THE PARTIES.

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

                                       13

<PAGE>

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

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

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

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

                  With a Copy to:   Summus, LTD.
                                    2000 Center Point Road, Suite 2200
                                    Columbia, SC  29210
                                    ATTN:  Dan Stansky
                                    Telecopy No: 803-750-5679

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

15.      ASSIGNMENT.

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

                                       14

<PAGE>

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

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

16.      COMPLIANCE WITH LAWS.

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

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

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

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


                                       15
<PAGE>


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

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

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

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

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

23. NO THIRD PARTY RIGHTS.  Notwithstanding  anything else in this  Agreement to
the contrary,  the End Users and Authorized  Sublicensees of HSNS shall not have
any right or  otherwise  be entitled to assert any claim  against LTD under this

                                       15
<PAGE>

Agreement as a third party beneficiary or otherwise,  and LTD shall have no duty
or  responsibility  in  connection  with this  Agreement to any such End User or
Authorized Sublicensee.

24.      ENTIRE AGREEMENT; WAIVER.

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

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

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

26.      TERMINATION.

         26.1     If any  payment  required by Section  9.2(a)(1)  hereof is not
                  timely made (taking into  consideration  any  applicable  cure
                  period and required  notice  relating  thereto) this Agreement


                                       17
<PAGE>

                  may be  terminated  by LTD.  In  addition,  unless  a  renewal
                  payment is made in accordance with Section  9.2(a)(2)  hereof,
                  this  Agreement  shall  terminate on February 23, 2002 (or, if
                  renewed,  following  the  initial  three  year  term  of  this
                  Agreement,  this  Agreement  shall  terminate  when an upfront
                  renewal  payment  that  is  due  in  accordance  with  Section
                  9.2(a)(2) is not made).

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

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



                                       18
<PAGE>



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

Summus, LTD.                           High Speed Net Solutions, Inc.

By:______________________________      By:______________________________________

Title:___________________________      Title:___________________________________

Date:____________________________      Date:____________________________________


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

By:______________________________
Title:___________________________
Date:____________________________

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

By:______________________________
Title:___________________________
Date:____________________________


                                       19
<PAGE>


                                   APPENDIX A

                                   DEFINITIONS
                                   -----------

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

"Agreement" shall mean this Marketing License Agreement.

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

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

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

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

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

                                       20

<PAGE>

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

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

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

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

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

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

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

                                       21

<PAGE>

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

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

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

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

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

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

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

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

                                       22

<PAGE>

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

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

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



                                       23
<PAGE>


                                    EXHIBIT A

                           1. DESCRIPTION OF PRODUCTS
                           --------------------------

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

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

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

                          2. ADDITIONAL LICENSE RIGHTS
                          ----------------------------

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


                                       24

<PAGE>


                                    EXHIBIT B

                                  DOCUMENTATION
                                  -------------

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



                                       25
<PAGE>


                                    EXHIBIT C

                            FORM OF LICENSE AGREEMENT
                            -------------------------

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





                                       26

<PAGE>


                                    EXHIBIT D

                              THIRD PARTY MATERIALS
                              ---------------------

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




                                       27
<PAGE>


                                    EXHIBIT E

                    EXISTING LICENSING/MARKETING AGREEMENTS:
                    ----------------------------------------

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

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

<TABLE>
<CAPTION>

                                                                      EXHIBIT E
                                                                      ---------

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

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

                                       1
<PAGE>

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

LA                           DANA Commercial Credit                          3/9/95
NDA                          Danzell Investment Management Co.               2/23/98
PLA                          Digital Equipment Corp.                         7/24/97
PLA                          Digital Equipment Corp.                         1/15/98
NDA                          Eastman Kodak Co.                               10/29/97
NDA                          EDI of S.C.                                     7/11/97
PDA                          Envisage Systems Ltd.                           1/29/96
LA                           Ervin Leasing Co.                               10/23/95
NDA                          Fiber & Wireless Inc.                           12/11/96
MOU/NDA                      Fiber & Wireless Inc.                           8/11/97
NDA                          Friedman, Billings, Ramsey & Co. Inc.           2/3/98
SLA                          FujiFilm                                        4/7/97
NDA                          Fuji Medical Systems                            8/6/97
SLA                          The Great Human Infocom                         9/22/97
PDA                          Harris Corp.                                    1/19/94
NDA                          Harris Corp.                                    2/20/95
LA                           Harris Corp.                                    12/11/96
SLA                          Harris Corp.                                    2/24/97
NDA                          HAWA Communications Inc.                        2/25/98
PNDA                         HDS                                             12/7/94
SLA                          HDS                                             5/11/95
NDA                          I/O Software Inc.                               4/9/97
SLA                          IBM                                             11/30/95
LA                           Idmatics                                        12/8/97
NDA                          Image Data LLC                                  9/16/97
PDA                          Image etc.                                      10/2/95
SLA                          Image etc.                                      1/8/96
SLA                          Infogrames                                      3/15/96
NDA                          Information Sciences Group Inc.                 7/23/97
NDA                          InMedia Presentations Inc.                      6//9/97
SLA                          InMedia Presentations Inc.                      7/2/97
NDA                          InSoft Inc.                                     4/24/96
NDA                          Infomedia Inc.                                  8/27/97
SLA                          Integrated Computing Engines Inc.               12/19/96
TRA                          Integrated Computing Engines Inc.               2/7/97
TRA                          Integrated Computing Engines Inc.               2/7/97
TRA                          Integrated Computing Engines Inc.               2/24/97
NDA                          Integrated Computing Engines Inc.               9/10/97
NDA                          Iomega                                          11/3/97
NDA                          Iomega                                          11/10/97
PDA                          ION Corp.                                       4/9/96
NDA                          IPIX                                            2/18/98

                                       2

<PAGE>

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

MOU                          Kinsey, Vincent, Pyle P.A.                      3/6/98
NDA                          Ledge Multimedia                                8/25/97
NDA                          LG Electronics                                  4/29/96
NDA                          Live Pix Co.                                    5/15/97
NDA                          McDonnell Douglas Corp.                         5/11/92
PDA                          Magnavox                                        7/1/93
RDA                          Magnavox                                        4/11/94
PDA                          Magnavox                                        5/26/94
SBA                          Magnavox                                        10/21/94
MOU                          Magnavox                                        1/13/95
LA                           Magnavox                                        8/11/95
NDA                          Medison                                         10/29/97
PNDA                         MEGA International Services Inc.                8/26/96
NDA                          Megahertz Corp.                                 11/7/94
NDA                          MicroSoft Corp.                                 11/7/96
LA                           Mitre Corp.                                     12/10/97
DA                           Motorola                                        8/16/95
PDA                          National Access                                 1/29/96
PDA                          Naval Undersea Warfare Center                   9/21/95
PDA                          NBS                                             12/14/95
PNDA                         Odectics/Gyyr Inc.                              12/1/95
NDA                          Old Dominion Funding Group                      5/14/98
NDA                          Omni Vision Technologies Inc.                   12/18/97
PDA                          OptiMed Tech                                    10/12/95
PDA                          Origin Ltd.                                     3/5/96
TPSA                         Panasonic Technologies Inc.                     4/3/98
LA                           PassTech Inc.                                   8/11/97
SA                           PEN-TECH Associates Inc.                        9/18/95
BNDA                         Philips Semiconductors                          12/8/98
PNDA                         Photo Telesis Corp.                             9/7/94
CA                           Prodigy Services Co.                            7/27/95
PDA                          PROSTAR                                         2/1/96
MOU                          Prosolvia Research & Technology                 4/9/97
Trm. Agrmnts.                Pyrotechnix Inc.                                2/28/96
Trm. Contrcts.               Pyrotechnix Inc.                                4/18/96
SLA                          Raytheon Co.                                    2/23/95
PDA                          Raytheon TI Systems Inc.                        10/28/97
PLA                          Raytheon TI Systems Inc.                        3/4/98
PDA                          Rockwell International                          8/11/95
NDA                          SATC                                            10/8/97
PDA                          SCRA                                            7/18/95
NCNDCA                       Law Offices of Paresh Shah                      5/20/98

                                       3

<PAGE>

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

NCNDCA                       Law Offices of Paresh Shah                      5/20/98
PDA                          Seaside Consulting                              3/4/96
SLA                          SEMS                                            7/11/96
NDA                          Sonetech Corp.                                  4/4/97
MOU                          Sonetech Corp.                                  8/12/97
NDA                          Surgical Navigation Technologies                2/6/98
LMA                          Symbol Technologies Inc.                        9/17/96
ADS                          Symbol Technologies Inc.                        7/22/97
NDA                          Tactics US                                      5/22/98
NDA                          Texas Gilbert Co. Inc.                          2/19/98
SLA                          3D Cubed                                        12/1/97
                             USC                                             8/26/93
Research Arg.                USC                                             7/21/97
                             USC                                             11/21/97
NDA                          Verinet Inc.                                    9/12/97
Settlmnt. Arg.               Verinet Inc.                                    5/5/98
CA                           Virtual Resources Inc.                          2/5/98
LMA                          Voxware Inc.                                    5/6/98
LMA                          Waite Group Inc.                                7/15/96
NDA                          White Pine Software                             12/4/96
LOI                          White Pine Software                             3/6/97
NDA                          Winnov                                          11/1/96
TRA                          Winnov                                          4/5/97
NDA                          William K. Woodruff & Co. Inc.                  2/5/98
DDA                          Visualmail Systems Inc.                         10/31/97
CA                           WorldScape L.L.C.                               11/12/96
NDA                          WorldScape L.L.C.                               7/15/97
NDA                          Xaos Tools                                      10/16/97
NDA                          Kalman Barson                                   5/15/98
NDA                          James Bellew                                    2/24/98
Manufactures Sales           Jim Burch                                       8/10/94
Agent Agreement
NDA                          Knox Carey                                      5/20/98
Receipt for                  Gary Hewer                                      11/5/96
Software
Acknowledgement
Technical Rights             Martin Lindberg                                 5/26/97
Agreement
NDA                          Michael Myrick                                  5/28/98
NDA                          Abe Ostovsky                                    2/13/98
NDA                          Andy Prokop
NDA                          Fritz Reichert                                  2/12/98


                                       4

<PAGE>

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

NDA                          B.W. Stuck                                      2/8/98
LMA                          Telia
LMA                          World Connect
LMA                          ICC
LMA                          BARAKA Intra Com
</TABLE>


                                       5
<PAGE>


KEY:
---

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



                                       6