EMPLOYMENT AND STOCK OPTION AGREEMENT


         THIS  EMPLOYMENT AND STOCK OPTION  AGREEMENT (the  "Agreement") is made
and entered into as of this 1st day of March 1999, by and between HIGH SPEED NET
SOLUTIONS, INC., a corporation organized under the laws of the State of Florida,
with principal  executive  offices located at 233 Oakridge  Street,  Holly Hill,
Florida  32117 (the  "Company")  and PETER ROGINA,  an individual  residing at 1
Waldron Drive, Martinsville, New Jersey 08836 (the "Executive").

                                               W I T N E S S E T H:
                                               - - - - - - - - - -

         WHEREAS,   the  Company   wishes  to  employ  the   Executive   as  its
Vice-President  - Sales and Marketing and the Executive wishes to be so employed
by the Company in such capacity; and

         WHEREAS,  the Company and the Executive  each believe it to be in their
respective  best interest to enter into this Agreement  setting forth the mutual
understandings and agreements reached between the Company and the Executive with
respect to Executive's employment with the Company and the consideration granted
to the  Executive  in  connection  therewith,  all on the terms  and  conditions
hereinafter set forth;

         NOW, THEREFORE,  in consideration of the foregoing premises, the mutual
covenants contained herein and other good and valuable consideration the receipt
and sufficiency of which is hereby acknowledged,  the parties hereto,  intending
to be legally bound, hereby agree as follows:

         Section 1. EMPLOYMENT;  POSITION AND DUTIES. Commencing as of March 15,
1999 (the "Commencement Date"), the Company shall employ the Executive,  and the
Executive  shall be  employed  by the  Company,  upon the terms  and  conditions
hereafter provided.  The Executive shall serve as the Vice-President - Sales and
Marketing for the Company, and have such duties,  responsibilities and authority
customary to such position and as are reasonably  necessary for the  performance
of his  obligations  hereunder,  subject  at all times to the  authority  of the
President and the board of directors of the Company.  The Executive shall devote
substantially all of his time, energy,  skill and efforts during normal business
hours to the Company and shall use his best  efforts in the  performance  of his
duties hereunder.

         Section 2.  COMPENSATION - SALARY AND BONUS.  The Company shall pay the
Executive  a fixed  salary at the rate of One  Hundred  Fifty  Thousand  Dollars
($150,000.00)  (the  "Salary") per annum.  Salary shall be payable in accordance
with the  customary  payroll  practices  of the  Company  (but in no event  less
frequently  than  bi-weekly)  and  shall  be  subject  to all  employee  payroll
deductions required by law. In addition,  the Executive shall be eligible in the
same manner as  similarly  situated  employees  for an annual cash bonus,  which
shall be  awarded  in the sole  discretion  of the  board  of  directors  of the
Company, based upon the performance of the Executive,  the financial performance
of the  Company,  and such  other  factors  that the  board of  directors  deems
relevant.
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         Section 3. BENEFITS AND CERTAIN  PERQUISITES.  The  Executive  shall be
eligible to participate in the medical,  health,  insurance,  401(k) and similar
plans and benefits of the Company from time to time in effect for  executives of
the Company,  subject to and in accordance with the terms and conditions of each
such plan or benefit. Until such time as the Company provides medical and health
insurance plans and benefits to the Executive,  the Company shall, at the option
of the Company, either reimburse the Executive for or pay directly all payments,
costs and  expenses  associated  with the  Executive's  continuing  coverage for
himself  and  his  family  pursuant  to the  Comprehensive  Omnibus  Budget  and
Reconciliation  Act  (COBRA)  under  all  plans  and  benefits  utilized  by the
Executive during his employment with his most-recent employer (including without
limitation  dental  coverage).  The  Company  shall  provide to the  Executive a
non-accountable  automobile  expense allowance of Five Hundred Dollars ($500.00)
per month,  payable to the  Executive  on the first day of each month during the
term of this Agreement. The Executive will receive twenty (20) days of paid time
off per annum,  which shall be available to the Executive upon the  Commencement
Date and, thereafter,  upon each anniversary of the Commencement Date during the
term of this Agreement.  Any unused paid time off, up to a maximum of forty (40)
days, will accrue to the benefit of the Executive during the term hereof.

         Section 4. SALES COMMISSION. During the term hereof, in addition to the
Salary  set  forth  above,  the  Company  shall  pay to the  Executive  a  sales
commission (the "Sales Override") equal to the Determined Percentage (as defined
in this  Section 4) of Gross  Receipts  (as  defined  in this  Section 4) of the
Company. For the purpose of this Section 4, the term "Gross Receipts" shall mean
the total revenues  actually  received by the Company from (i) the sales made by
salespersons  under the  Executive's  supervision  and control and (ii)  certain
sales identified by mutual agreement of the Company and the Executive which were
in progress prior to the Commencement Date (together,  "Identified Sales"), less
refunds, returns, chargebacks, and bad debt, and excluding liquidation sales and
certain  sales made below  cost as  identified  by the  Company  and  reasonably
acceptable to the Executive, as such Gross Receipts are determined by the mutual
agreement of the Company and the  Executive.  For the purpose of this Section 4,
the term "Determined  Percentage" shall mean the percentage of sales commissions
available under the Company's  commission  structure which the Executive has not
granted to the  salespersons  and which are  retained by the  Executive  for the
purpose of the Executive earning the Sales Override.  The Company will establish
a commission structure for inside and outside Identified Sales. For inside sales
(which include sales made directly by the Company),  the Company will allocate a
commission  of ten percent  (10%) of Gross  Receipts.  For outside  sales (which
include sales made solely by entities other than the Company),  the Company will
allocate a commission  of up to sixteen  percent (16%) of Gross  Receipts,  from
which the Executive's  Determined  Percentage  shall be 1%. Payment of the Sales
Override  shall be made monthly by the Company to the  Executive  not later than
the fifteenth  (15th) day after the end of each month during which the Executive
is employed by the Company pursuant to the terms of this Agreement.

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         Section 5.  EXPENSE  REIMBURSEMENT.  The Company  shall  reimburse  the
Executive  for  all  reasonable  costs  and  expenses  incurred  by  him  in the
performance  of his  duties  hereunder  upon  the  presentation  of  appropriate
invoices or receipts for such costs  actually  incurred by the  Executive.  Such
reimbursements  shall  be made in  accordance  with  the  expense  reimbursement
policies of the Company in effect from time to time. Unless circumstances render
it impractical  for the Executive to do so, any single  expenditure of more than
Two Thousand Dollars  ($2,000.00)  shall require the advance written approval of
either  the  Chairman  of the  Board  or the  President  of the  Company  or any
executive officer designated by either of them for such purpose.

         Section  6.  TERM  OF  EMPLOYMENT;  TERMINATION.  Except  as  otherwise
provided below, this Agreement shall continue in full force and effect until the
third (3rd)  anniversary  of the  Commencement  Date (the  "Termination  Date").
Except as  otherwise  set forth in this Section 6, upon the  termination  of the
Executive's  employment,  the Company shall pay to the Executive,  in the normal
manner that such  payments  become due, but no later than thirty (30) days after
the date of  termination,  all Salary and Sales  Override  accrued  but not paid
through the date of termination.

                  Section 6.1 TERMINATION OF CAUSE. Notwithstanding anything set
         forth in this  Agreement to the  contrary,  the Company  shall have the
         right to terminate the Executive's  employment for Cause (as defined in
         this  Section  6.1)  at  any  time  prior  to  the  Termination   Date,
         immediately upon notice to the Executive, which such notice shall state
         with reasonable  specificity the grounds  pursuant to which the Company
         has elected to terminate the Executive's  employment for Cause. For the
         purposes  of this  Agreement,  "Cause"  shall mean (i) the  willful and
         material breach or the willful and material failure by the Executive to
         perform his duties and obligations  under this Agreement  (including if
         by  reason of  habitual  intoxication  or  addition  to any  controlled
         substance  or other drug) which such  willful  and  material  breach or
         failure  is not cured  within a  reasonable  period  of time  after the
         Company has provided notice of such breach or failure to the Executive,
         (ii) the commission by the Executive of a material act of dishonesty in
         the  performance  of his duties  hereunder  (such as, for example,  the
         willful  misappropriation  of funds or property of the Company),  (iii)
         the Executive being  convicted of a crime  involving the Company,  (iv)
         the  Executive  willfully  violating  any  material  provision  of this
         Agreement,  which such  willful  and  material  violation  is not cured
         within a  reasonable  period of time  after the  Company  has  provided
         notice  of such  violation  to the  Executive,  or (v) in the event the
         Executive has been convicted of any felony or any crime involving moral
         turpitude or dishonesty. Notices required to be provided by the Company
         to the Executive under this Section 6.1 shall state the specific nature
         of the alleged "Cause".

                  Section 6.2 PAYMENT OF SALARY IN EVENT OF TERMINATION  WITHOUT
         CAUSE.  In the event  the  Company  terminates  the  employment  of the
         Executive  for any reason other than for Cause during the first year of
         the  Executive's  employment  hereunder,  the Company  shall pay to the
         Executive  all  Salary,  and the  Executive  shall be  entitled  to all
         benefits  (other  than  Sales  Override),   that  the  Executive  would
         otherwise  have been  entitled  to and have  received  pursuant to this
         Agreement for a period of one year,  ending on the  anniversary  of the
         date of such  termination.  In the event  the  Company  terminates  the

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         employment  of the  Executive for any reason other than for Cause prior
         to  Termination  Date,  at any time  during the term of this  agreement
         after the  completion of the first year of the  Executive's  employment
         hereunder,  the Company shall pay to the Executive all Salary,  and the
         Executive   shall  be  entitled  to  all  benefits  (other  than  Sales
         Override), that the Executive would otherwise have been entitled to and
         have  received  pursuant to this  Agreement for a period of six months,
         ending on the six-month anniversary of the date of such termination.

         Section 7.       CERTAIN OBLIGATIONS OF EXECUTIVE DURING AND AFTER TERM
                          OF EMPLOYMENT.


                  (a) CONFIDENTIAL  INFORMATION.  The Executive  recognizes that
due to his  employment  by the  Company  and the  nature of the  services  to be
provided hereunder,  he will have access to and will acquire,  and may assist in
developing,  Proprietary  Information  (as defined in this  Section  7(a)).  The
Executive  acknowledges  that  the  Proprietary  Information  has  been and will
continue to be of importance to the  operations of the Company and its business.
Accordingly, except as otherwise required by lawful process, the Executive shall
keep confidential any and all Proprietary  Information that is now known or that
may hereafter  become known by the Executive,  whether or not learned during the
performance of this Agreement,  and shall not, without the express prior written
consent  of  the  Company,  disclose  directly  or  indirectly  any  Proprietary
Information  to any  other  person  or  use  directly  or  indirectly  any  such
Proprietary Information, to benefit him or any third party. Upon the termination
of this  Agreement  or the  termination  of  employment  with the  Company,  the
Executive,  or his heirs or legal  representatives,  shall return to the Company
all  Proprietary  Information  embodied  in a  tangible  form.  The  Executive's
obligation to maintain the confidentiality of the Proprietary  Information shall
survive the  termination  or expiration of this  Agreement.  For the purposes of
this Agreement, "Proprietary Information" shall mean all information relating to
the  business  and  affairs  of the  Company,  including,  but not  limited  to,
technical data,  specifications,  designs,  concepts,  discoveries,  copyrights,
improvements,  product plans,  research and development,  personal  information,
personnel  information,  financial  information,  customer lists,  leads, and/or
marketing   programs;   and/or  all  documents  marked  as  confidential  and/or
containing such information;  and/or all information the Company has acquired or
received  from  a  third  party  in  confidence,   provided,   that  Proprietary
Information  shall not  include  information  which (i) is or becomes  generally
available to the public, other than as a result of a disclosure by the Executive
in violation of this  Agreement,  (ii) becomes  available to the  Executive on a
non-confidential  basis  from a source  which  was not  under an  obligation  of
confidentiality,  (iii) was  available to the  Executive  on a  non-confidential
basis prior to its  disclosure in the course of his employment by the Company or
was previously  known to the Executive  other than as a result of his employment
by the  Company,  (iv) is developed by the  Executive  independently  and is not
based upon or derived from confidential information,  or (v) is otherwise in the
public domain.

                  (b) NON-SOLICITATION AND NON-COMPETITION.  Throughout the term
of his employment  with the Company  pursuant to this Agreement and for a period
of one (1) year  thereafter,  the  Executive  shall  not,  of himself or for the
benefit  or  account of any person or  entity,  (i)  solicit  or  encourage  any
employee or other  person  rendering  services to the  Company to  terminate  or
materially  modify his or her  relationship  with the Company,  or (ii) directly
engage in selling or providing video compression technology products or services

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<PAGE>

which are sold or provided by the Company as of the date of  termination  of the
Executive's  employment.  Notwithstanding the foregoing,  the provisions of this
Section  7(b)  shall  not apply and shall be no force or effect in the event the
Executive's  employment is terminated by the Company  without Cause prior to the
Termination Date.

                  (c) CONFLICT OF INTEREST. The parties agree that the Executive
may not,  during the term of this  Agreement,  engage in any  business  activity
which  would  interfere  with  his  obligations  hereunder,   including  without
limitation management or management consulting  activities;  provided,  however,
the  Executive may invest his personal  assets in  businesses  where the form or
manner of such investment will not require services on the part of the Executive
conflicting  with the duties the Executive under this Agreement and in which his
participation is solely that of a passive investor, and the Executive may engage
in activities  related to  enhancement,  protection  or broadening  the scope of
works set forth on the Schedule of Separate  Works annexed hereto as Schedule 2.
The  Executive  agrees  to abide by the  rules  and  regulations  applicable  to
employees of the Company  established  from time to time by the President or the
board of directors of the Company.

                  (d) REMEDIES. The Executive acknowledges that, in the event of
any breach of this Section 7 by him, the Company would be harmed irreparably and
immediately and could not be made whole by monetary  damages.  Accordingly,  the
Company,  in addition to any other remedy to which it may be entitled,  shall be
entitled to an injunction or injunctions  to prevent  breaches of the provisions
of this Section 7 and to compel specific  performance of the provisions  hereof.
The Company shall not be required to post a bond or other security in connection
with any  action  for such  relief.  These  remedies  shall  not be deemed to be
exclusive remedies for a violation of this Agreement but shall be in addition to
all other remedies available to the Company at law or in equity. The Executive's
agreement  as set  forth in this  Section  7 shall  survive  termination  of the
Executive's employment with the Company.

                  (e)  COVENANT  OF THE  COMPANY.  Throughout  the  term  of the
Executive's employment with the Company and thereafter, regardless of the reason
for the termination of his employment,  the Company shall not make any statement
about the  Executive to any person or entity which could  reasonably be foreseen
to result in an adverse  effect on the  Executive  or  otherwise  disparage  the
Executive.  Throughout the term of the  Executive's  employment with the Company
and thereafter,  regardless of the reason for the termination of his employment,
the Executive  shall not make any  statement  about the Company to any person or
entity which could  reasonably be foreseen to result in an adverse effect on the
Company or  otherwise  disparage  the Company,  or its  employees,  offices,  or
directors.

         Section 8. EXECUTIVE  REPRESENTATIONS.  The Executive hereby represents
and  warrants  that (i) he has the legal  capacity to execute  and perform  this
Agreement;  (ii)  that  this  Agreement  (other  than  Section  7 for  which the
Executive does not make the representation and warranty set forth in this clause
(ii)) is a valid and binding agreement  enforceable against him according to its
terms;  (iii) that the execution and  performance  of this Agreement by him does
not, and will not, violate or conflict with the terms of any existing  agreement
or understanding to which the Executive is a party;  (iv) that the execution and

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performance of this Agreement (other than Section 7 for which the Executive does
not make the  representation  and warranty set forth in this clause (iv)) by him
does not,  and will not,  violate or conflict  with any law,  rule,  regulation,
judgment or order of any court or other adjudicative  entity binding on him; and
(v) that the  Executive  knows of no  reason  why he is in any way  (physically,
legally or otherwise)  precluded  from  performing  his  obligations  under this
Agreement in accordance with its terms.

         Section 9. STOCK  OPTIONS.  The Company  hereby grants to the Executive
the following options to purchase shares of the common stock of the Company, par
value  $.001 per share (the  "Common  Stock") at an  exercise  price of One Cent
($.01) per share (collectively,  the "Options"). The Option shall be governed by
the terms set forth in this Section 9.

                  (a)     OPTION GRANTS. On the Commencement Date, the Executive
shall be granted:

                           (i)     fully-vested, immediately exercisable Options
to purchase up to One Hundred  Thousand  (100,000)  shares of Common  Stock (the
"First Options");

                           (ii)    Options to  purchase up to an additional One
Hundred Thousand (100,000) shares of Common Stock, (the "Second Options"), which
such  Second  Options  shall  fully-vest  and be  exercisable  in five (5) equal
installments of Twenty Thousand (20,000) Second Options each, in each case based
upon the satisfaction of the milestones set forth on Schedule 1 attached hereto;
provided,  however,  that any exercisable  Second Option may, at any time at the
option of the  Executive,  be  surrendered  to the  Company in  exchange  for an
immediate cash payment from the Company to the Executive in an amount of Two and
50/100 Dollars ($2.50) for each Second Option so surrendered; and

                           (iii)   Options to purchase up to an additional  Four
Hundred  Twenty  Five  Thousand  (425,000)  shares of Common  Stock (the  "Third
Options"),  of which (x) Seventy Five  Thousand  (75,000)  Third  Options  shall
fully-vest  and be  exercisable  on  September  1, 1999,  (y) One Hundred  Fifty
Thousand (150,000) Third Options shall fully-vest and be exercisable on March 1,
2000 and (z) Two Hundred  Thousand  (200,000) Third Options shall fully-vest and
be exercisable on March 1, 2001.

                  (b) TERMS GOVERNING EXERCISE OF OPTION;  VESTING.  The Options
shall expire and cease to be exercisable  ten (10) years after the  Commencement
Date.  The Options may be  exercised  from time to time as to all or part of the
shares underlying such Options (the "Option  Shares").  In order to exercise the
Options,  the  Executive  must  provide  written  notice to the  Company  of his
election,  setting forth the number of whole Option Shares with respect to which
the Option is being  exercised,  and accompanied by payment of the full purchase
price for the number of Option Shares being purchased. In addition, in the event
the  employment of the Executive is terminated  without  Cause,  any Options not
then exercisable shall become immediately exercisable.

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                  (c)  NON-ASSIGNABILITY.  No rights  granted  to the  Executive
hereunder  are  assignable  or  transferable  (whether  by  operation  of law or
otherwise and whether  voluntarily or involuntarily),  except that the Executive
may  transfer  all or any  portion of the  Options  to members of his  immediate
family or to one or more trusts,  partnerships or other entities for the benefit
of  the  Executive  or  members  of  his  immediately   family  (the  "Permitted
Transferees"),  provided all such Permitted  Transferees  agree in writing to be
bound by the  terms of this  Agreement.  All  rights  granted  to the  Executive
hereunder may be exercised only by the Executive,  his estate, heirs or personal
representative, or a Permitted Transferee.

                  (d) EFFECT OF  TERMINATION  OF EMPLOYMENT ON OPTION AND OPTION
SHARES.  The  termination  of  the  Executive's  employment  with  the  Company,
regardless of the reason  therefor,  shall have no effect on the Option's  which
have vested at or prior to such time.

                  (e) CONDITIONS OF PURCHASE;  REGISTRATION STATEMENT.  Upon the
Executive's  request,  the Company  shall furnish  copies of such  financial and
other  information  concerning the Company and its business and prospects as may
be reasonably  requested by the Executive in connection with the exercise of any
Option. Because the Company has registered the Common Stock under the Securities
Exchange Act of 1934, as amended (the  "Exchange  Act"),  the Company shall make
reasonable  efforts to  promptly  register  the Option  Shares for resale by the
Executive  pursuant to the Securities  Act of 1933, as amended (the  "Securities
Act") (whether on Form S-8 or otherwise).

                  (f) WITHHOLDING. The Executive agrees that the exercise of the
Option in whole or in part will not be  effective,  and no  Option  Shares  will
become  transferable  to the Executive,  until the Executive  makes  appropriate
arrangements with the Company for such income tax withholding as may be required
of the Company under federal, state, or local law on account of such exercise.

                  (g) ADJUSTMENTS. The adjustments and other provisions required
by the  terms  set  forth  on  Annex A shall  be made  in  accordance  with  the
provisions set forth on Annex A, which are hereby  incorporated  herein in their
entirety.

         Section 10. CONSOLIDATION,  MERGER, OR SALE OF ASSETS.  Nothing in this
Agreement shall preclude the Company from consolidating or merging into or with,
or  transferring  all or  substantially  all of its assets to, another  business
entity.  In addition,  in the event such successor entity assumes this Agreement
and all  obligations  and  undertakings  of the Company  hereunder,  upon such a
consolidation,  merger or transfer of assets and assumption,  the term "Company"
as used herein shall mean such other business  entity and this  Agreement  shall
continue in full force and effect,  subject to the provisions of Annex A. In the
event such successor entity does not assume this Agreement, then, in addition to
the provisions set forth in Annex A preserving for the Executive all rights with
respect to the Options and the Option  Shares:  (a) the Company  shall treat the
event as a termination  without Cause of this Agreement and pay to the Executive

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(i) any accrued but unpaid  Salary and any  accrued  but unpaid  Sales  Override
through  the date of such  transaction  in  accordance  with the  provisions  of
Section 6 and (ii) his Salary and  benefits  as  provided in Section 6.2 hereof,
and  (b)  the   Executive   shall  be  relieved  of  his   non-competition   and
non-solicitation obligations pursuant to Section 7 of this Agreement.

         Section 11.  BOARD OF  DIRECTORS.  At all times during the term hereof,
the Executive shall be a voting member of the board of directors of the Company.

         Section  12.  INVENTION   ASSIGNMENT.   The  Executive  hereby  grants,
transfers and assigns to the Company all of his right,  title and  interest,  if
any,  in any and all  Developments  (as  defined  herein),  including  rights to
translation  and  reproductions  in all  forms or  formats  and the  copyrights,
patents  and  other  intellectual  property  rights  therein,  if  any,  and the
Executive  agrees that the Company may copyright or patent such materials in the
Company's name and secure  renewals,  reissues and extensions of such copyrights
or patents for such  periods of time as the law may  permit.  For the purpose of
this Agreement, the term "Development" shall mean any idea, invention,  process,
design, concept, program,  documentation or work expressed, made or conceived by
the Executive  during his term of employment with the Company which are directly
related to the actual  business,  research or  development  of the Company.  All
Developments  shall be  considered  works made for hire by the  Executive in the
scope of the Executive's  employment  hereunder and shall belong to the Company.
The Executive shall promptly  disclose all Developments to the Company and, upon
the request of the Company,  shall execute separate  written  assignments to the
Company of such Developments,  and shall assist the Company in obtaining any and
all intellectual  property protection for such Developments as may be reasonably
requested  by the  Company  from  time  to  time.  To  the  extent  the  Company
disseminates,  distributes or otherwise  makes  available to any third party any
Development  during the term of this Agreement,  the Company shall designate the
Executive as the principal author of such Development.  Notwithstanding anything
set forth in this  Section  12 to the  contrary,  each of the items set forth on
Schedule 2 annexed to this Agreement (the "Schedule of Separate  Works") are and
shall at all times  remain the sole and  exclusive  property  of the  Executive,
shall not be  considered  Developments  for the purposes  hereof and the Company
shall have no right, title or interest whatsoever in any such property set forth
or described on such Schedule of Separate Works.

         Section 13. BINDING  AGREEMENT.  This Agreement  shall be binding upon,
and shall  inure to the  benefit  of, the  Executive  and the  Company and their
respective   permitted   successors,    assigns,   heirs,    beneficiaries   and
representatives. This Agreement may not be assigned by the Executive.

         Section 14. ENTIRE AGREEMENT; AMENDMENT AND MODIFICATION;  WAIVER. This
Agreement  constitutes the entire agreement among the parties hereto  pertaining
to the subject matter hereof and supersedes all other prior and  contemporaneous
agreements,  understandings,  negotiations  and  discussions,  whether  oral  or
written,  of the parties.  There are no other agreements  between the parties in
connection  with the subject  matter  hereof  except as  specifically  set forth
herein.  This  Agreement may only be amended or modified in a writing  signed by
the party against whom  enforcement of such amendment or modification is sought.
Any of the terms or  conditions  of this  Agreement may be waived at any time by
the party entitled to the benefit  thereof,  but only by a writing signed by the
party waiving such terms or conditions.

         Section  15.  GOVERNING  LAW;  JURISDICTION;  ENFORCEMENT  COSTS.  This
Agreement  shall be governed by and construed in accordance with the laws of the
State of Florida without  reference to choice of law principles  thereof and the
parties  agree to  submit  to the  non-exclusive  jurisdiction  and venue of the
courts located in the State of Florida.  The prevailing  party in any litigation
or other legal proceeding shall be entitled to receive its reasonably attorneys'
fees  and  all  other  costs  and  expenses   associated   therewith   from  the
non-prevailing   party,  in  each  case  if  so  awarded  by  the  court  having
jurisdiction thereover.

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         Section 16. COUNTERPARTS.  This Agreement may be executed in any number
of  counterparts,  each of which when executed shall be deemed to be an original
and all of which together shall be deemed to be one and the same instrument.

         Section  17.   SEVERABILITY.   In  the  event  that  any  court  having
jurisdiction  shall  determine  that  one or more of the  restrictive  covenants
contained  herein shall be unreasonable  in any respects,  then such covenant or
covenants  shall be deemed  limited and restricted to the extent that such court
shall  deem  to be  reasonable.  As so  limited  or  restricted,  the  covenants
contained  herein shall  remain in full force and effect.  In the event that any
covenant or covenants  shall be wholly  unenforceable,  the remaining  covenants
shall remain in full force and effect.

         Section 18. NOTICES. All notices or other  communications  permitted or
required  to be  given  hereunder  shall  be  delivered  personally  or  sent by
certified,  registered or express air mail, postage prepaid, and shall be deemed
given when so delivered  personally or, if mailed,  three days after the date of
mailing to the address of the recipient  party as set forth  herein,  or to such
other  address for such party as such party may have  notified the other parties
hereto (as provided above) from time to time.

         Section 19. LEGAL FEES.  Upon the execution  hereof,  the Company shall
pay to counsel to the  Executive  one-half of the fees incurred by the Executive
in connection with the preparation of this Agreement.

         Section  20.  NO  STRICT  CONSTRUCTION.  Each  of  the  parties  hereto
acknowledge  that this Agreement has been prepared jointly by the parties hereto
and their respective counsel, and this Agreement shall not be strictly construed
against either party.


                                       9
<PAGE>

         IN WITNESS  WHEREOF,  the  Company  has  caused  this  Agreement  to be
executed  by its duly  authorized  officer  and the  Executive  has signed  this
Agreement, all as of the first date above written.

                                                HIGH SPEED NET SOLUTIONS, INC.


                                                By: /s/ Michael M. Cimino
                                                       Name:  Michael M. Cimino
                                                       Title: President


                                                    /s/ Peter R. Rogina
                                                    Peter Rogina


                                       10
<PAGE>

                                   SCHEDULE 1

  MILESTONES FOR THE EXERCISABILITY OF THE SECOND OPTIONS PURSUANT TO SECTION 9
  -----------------------------------------------------------------------------


Performance Objectives:

1)       HSNS receives $10M in outside investment/funding:
         --   unless it is decided by the BOD to pursue a lesser amount
         --   HSNS will use best efforts to pursue investment/funding


2)       Signed agreements with  four (4) international  distributors/re-sellers
         with gross revenues from international distributors/re-sellers totaling
         $4M


3)       Successful integration of Summus technology into adult industry
         --   measured by signed agreements with at least two (2) companies
              serving the adult industry
         --   measured by $3M

         NOTE:  Objectives  #2 and #3 will both be  considered  to be  completed
         if the total revenues generated between the two exceeds $7M.

4)       Integration of Summus technology into at least two (2) Internet Service
         Providers.

5)       Successful showing at Comdex Trade Show
         --   measured by at least 100 raw leads AND 20 qualified leads
         --   qualified leads to be determined by meeting  certain  criteria to
              be agreed between the parties prior to Comdex



                                      S-1
<PAGE>


                                   SCHEDULE 2

                           SCHEDULE OF SEPARATE WORKS


               [TO BE PROVIDED BY THE EXECUTIVE CONTEMPORANEOUSLY
                 AS OF THE COMMENCEMENT DATE OF THIS AGREEMENT]



                                      S-2
<PAGE>



                                     ANNEX A

                     ADJUSTMENT AND ANTI-DILUTION PROVISIONS


         The number of Option  Shares  issuable upon the exercise of each Option
are subject to  adjustment  from time to time upon the  occurrence of any of the
events enumerated herein.

         (a)      REORGANIZATION OF THE COMPANY.
                  -----------------------------

                  In the event of any capital  reorganization,  recapitalization
or  reclassification  of the capital  stock of the  Company,  or  consolidation,
merger or amalgamation  of the Company with another  entity,  any acquisition of
capital stock of the Company by means of a share exchange,  or the sale,  lease,
transfer,  conveyance or other  disposition of all or  substantially  all of its
asserts  to  another  entity,  then,  as a  condition  of  such  reorganization,
recapitalization,  reclassification,  consolidation, merger, amalgamation, share
exchange or sale, lease, transfer,  conveyance or other disposition,  lawful and
adequate provision shall be made whereby the Executive shall thereafter have the
right to purchase  and receive,  on the basis and upon the terms and  conditions
specified  in  this  Agreement  and in  lieu of the  Option  Shares  immediately
theretofore   purchasable  and  receivable  upon  the  exercise  of  the  rights
represented  by the  Options  (i) such  shares  of  stock,  securities,  cash or
property as may be issued or payable with respect to or in exchange for a number
of  outstanding  Option Shares equal to the number of Option Shares  immediately
theretofore purchasable and receivable upon the exercise of the rights presented
by the  Options  had such  reorganization,  recapitalization,  reclassification,
consolidation,  merger,  amalgamation,  share exchange or sale, lease, transfer,
conveyance or other disposition not taken place, and (ii) if such consolidation,
merger, amalgamation, share exchange, sale, lease, transfer, conveyance or other
disposition  is with any person or entity (or any  affiliate  thereof) who shall
have made a purchase, tender or exchange offer which was accepted by the holders
of not less than twenty percent (20%) of the outstanding shares of Common Stock,
the Executive shall have been given a reasonable  opportunity (and, in no event,
less than 30 days) to elect to receive, either (x) the stock,  securities,  cash
or property it would have received pursuant to clause (i) immediately  preceding
or (y) the stock, securities, cash or property issued to previous holders of the
Common Stock in accordance  with such offer, or the equivalent  thereof.  In any
such case  appropriate  provision  shall be made with  respect to the rights and
interests of the  Executive to the end that the  provisions  hereof  (including,
without  limitation,  provisions  for  adjustment  of the  number  and  type  of
securities  purchasable  upon the exercise of the Options)  shall  thereafter be
applicable, as nearly as may be, in relation to any shares of stock, securities,
cash or property  thereafter  deliverable upon the exercise of the Options.  The
Company shall not effect any such  consolidation,  merger,  amalgamation,  share
exchange or sale, lease, transfer,  conveyance or other disposition unless prior
to or  simultaneously  with the  consummation  thereof the successor  entity (if
other  than  the  Company)   resulting  from  such   consolidation,   merger  or
amalgamation,  share  exchange or the entity  purchasing or otherwise  acquiring
such  assets or shares  (i) shall  assume by a  supplemental  Option  Agreement,
satisfactory  in form,  scope and substance to the  Executive the  obligation to
deliver to the Executive such shares of stock, securities,  cash or property as,
in accordance  with the foregoing  provisions,  the Executive may be entitled to
purchase (the  "Substitute  Securities")  and (ii) shall assume all of the other
obligations  of  the  Company  set  forth  in  this  Agreement.  Following  such
assumption such obligations shall apply to the Substitute Securities rather than
to the Options and the Option Shares. The foregoing provisions of this paragraph
shall   similarly  apply  to  successive   reorganizations,   recapitalizations,
reclassifications,  consolidations,  mergers,  amalgamations,  share  exchanges,
sales, leases, transfers, conveyances or other dispositions.

                                       A-1
<PAGE>

         (b)      COMMON STOCK ISSUES.
                  -------------------

                  If the  Company  issues  shares  of  Common  Stock  in any one
transaction or a series of related  transactions  for a consideration  per share
less than 67% of the Fair Market Value per Share (as defined herein) on the date
the Company fixes the offering price of such  additional  shares,  the number of
Option  Shares  issuable  upon the exercise of the Options  shall be adjusted in
accordance with the following formula:

                                                    E' = Ex AXM
                                                            ---
                                                          P+(MxO)

where:

         E' =     the adjusted number of Option Shares.

         E = the then current number of Option Shares.

         O        = the number of shares of Common Stock outstanding immediately
                  prior to the issuance of such additional shares.

         P = the  aggregate  consideration  received  for the  issuance  of such
additional shares.

         M        = the Fair  Market  Value  per  Share on the date the  Company
                  fixes the offering price of such additional shares.

         A        = the number of shares of Common Stock outstanding immediately
                  after the issuance of such additional shares.

The adjustment  shall be made  successively  whenever any such issuance is made,
and shall become effective immediately after such issuance.

         (c)      CONVERTIBLE SECURITIES ISSUES.
                  -----------------------------

                  If the  Company  issues  any  securities  exchangeable  for or
convertible into shares of Common Stock, directly or indirectly,  whether or not
the right to convert or exchange  thereunder is  immediately  exercisable  or is
conditioned upon the passage of time, the occurrence or  non-occurrence  of some
other event,  or both  ("Convertible  Securities"),  in any one transaction or a


                                       A-2
<PAGE>

series of related  transactions  for a  consideration  per share of Common Stock
initially deliverable upon conversion or exchange of such Convertible Securities
less than 67% of the Fair Market Value per Share on the date of issuance of such
Convertible  Securities,  the number of Option Shares issuable upon the exercise
of the Options shall be adjusted in accordance with the following formula:

                                                 E' = Ex (O+D) X M
                                                         ---------
                                                      (OxM) + (P+MP)

where:

         E' =     the adjusted number of Option Shares.

         E = the then current number of Option Shares.

         O        = the number of shares of Common Stock outstanding immediately
                  prior to the issuance of such Convertible Securities.

         P = the  aggregate  consideration  received  for the  issuance  of such
Convertible Securities.

         M = the Fair  Market  Value per Share on the date of  issuance  of such
Convertible Securities.

         MP =     the Minimum Price multiplied by D.

         D        = the  maximum  number of shares of Common  Stock  deliverable
                  upon exercise,  conversion or in exchange of such  Convertible
                  Securities at the Minimum Price (as defined below).

In this paragraph (c), the term "Minimum  Price" means the lowest price at which
the Convertible  Securities can be converted into or exchanged for Common Stock,
regardless  of  whether  that is the  initial  rate or is  conditioned  upon the
passage of time, the occurrence or  non-occurrence of some other event, or both.
The adjustment  shall be made  successively  whenever any such issuance is made,
and shall become effective immediately after such issuance.

         (d)      RIGHTS, OPTIONS AND WARRANT ISSUES.
                  ----------------------------------

                  If the  Company  issues any  rights,  options or  warrants  to
subscribe  for or purchase or  otherwise  acquire  Common  Stock or  Convertible
Securities,  whether  or not the  right to  exercise  such  rights,  options  or
warrants or to convert or exchange such  Convertible  Securities is  immediately
exercisable  or is  conditioned  upon the  passage of time,  the  occurrence  or
non-occurrence  of some other event, or both (the "Option  Securities"),  in any
one  transaction or a series of related  transactions  for a  consideration  per

                                       A-3
<PAGE>

share of  Common  Stock  initially  deliverable  upon  exercise  of such  Option
Securities or conversion or exchange of such  Convertible  Securities  less than
67% of the Fair  Market  Value per Share on the date of  issuance of such Option
Securities,  except for the  issuance  of options to offices,  directors  and/or
employees  of the  Company  in their  capacities  as such,  the number of Option
Shares issuable upon the exercise of the Options shall be adjusted in accordance
with the following formula:

                                                 E' = Ex (O+D) X M
                                                         ---------
                                                       (OxM) + (P+MP)


where:

         E' =     the adjusted number of Option Shares.

         E = the then current number of Option Shares.

         O        = the number of shares of Common Stock outstanding immediately
                  prior to the issuance of such Option Securities.

         P = the  aggregate  consideration  received  for the  issuance  of such
Option Securities.

         M = the Fair  Market  Value per Share on the date of  issuance  of such
Option Securities.

         MP =     the Minimum Price multiplied by D.

         D        = the  maximum  number of shares of Common  Stock  deliverable
                  upon  exercise,  conversion  or in  exchange  of  such  Option
                  Securities at the Minimum Price (as defined below).

In this  subparagraph  (d), the term  "Minimum  Price" means the lowest price at
which the Option Securities may be exercised (directly or through the conversion
or exchange of Convertible Securities which may be acquired upon exercise of the
Option Securities) to purchase or otherwise acquire Common Stock,  regardless of
whether that is the initial  price or is  conditioned  upon the passage of time,
the occurrence or  non-occurrence  of some other event,  or both. The adjustment
shall be made successively  whenever any such issuance is made, and shall become
effective immediately after such issuance.

         (e)      CONSIDERATION RECEIVED.
                  ----------------------

                  For  purposes  of  any  computation  respecting  consideration
received pursuant to any provisions hereof, the following shall apply:

                  (i) in the case of the  issuance of shares of Common Stock for
cash,  the  consideration  received  shall be the amount of cash received by the
Company  therefor,  without  deduction  therefrom  of  any  reasonable  expenses
incurred by the Company in connection therewith or any reasonable  underwriters'
discounts,  fees and  commissions  paid or allowed by the Company in  connection
therewith;

                                       A-4
<PAGE>

                  (ii) in the case of the issuance of shares of Common Stock for
a  consideration  consisting  in  whole  or in  part of  other  than  case,  the
consideration  other than cash  shall be  initially  determined  by the board of
directors  of the Company in good faith,  such good faith  determination  by the
board of directors of the Company shall be binding, absent manifest error; and

                  (iii) in the case of the issuance of Convertible Securities or
securities  issuable  upon the  exercise  of Option  Securities,  the  aggregate
consideration received therefor shall be deemed to be the consideration received
by the  Company  for the  issuance  of such  Convertible  Securities,  plus  the
consideration,  if any,  received by the Company for the issuance of such Option
Securities, plus the additional minimum consideration, if any, to be received by
the Company upon the conversion, exchange or exercise thereof (the consideration
in each case to be determined  in the same manner as provided in paragraphs  (i)
and (ii) of this subparagraph (e)).

         (f)      NOTICES TO EXECUTIVE.
                  --------------------

                  Upon any adjustment of the number of Option Shares purchasable
upon exercise of the Options,  the Company shall promptly  thereafter  prepare a
statement  setting  forth the number and type of  securities  or other  property
constituting Option Shares after such adjustment and setting forth in reasonable
detail the method of calculation and the facts upon which such  calculations are
based and provide to the Executive written notice of such adjustments,  together
with a copy of such statement.  Where  appropriate,  such notice may be given in
advance  and  included  as a part of the notice  required  to be given under the
other provisions of this Annex A.

                  In the event:

                  (i) the  Company  shall  authorize  the  issuance  to  holders
(although  upon  necessarily  to all such  holders) of shares of Common Stock or
rights,  options or warrants to subscribe  for or purchase or otherwise  acquire
shares  of  Common  Stock or of any  other  securities  or  property  (including
securities of any other issuer) or of any other subscription rights,  options or
warrants: or

                  (ii) the Company  shall  authorize the payment of any dividend
or distribution  to holders of shares of Common Stock of cash,  capital stock or
other securities or property  (including  securities of any other issuer) of the
Company; or

                  (iii) of any other capital reorganization, reclassification or
recapitalization  of the  capital  stock of the  Company,  or any  amalgamation,
consolidation  or merger to which the Company is a party,  or any acquisition of
capital stock of the Company  through a share exchange,  or of the sale,  lease,
conveyance,  transfer or other  disposition  of the properties and assets of the
Company  substantially as an entirety,  or a purchase,  tender or exchange offer
for shares of Common Stock or other securities  constituting  part of the Option
Shares (whether by the Company or some other party); or

                                       A-5
<PAGE>

                  (iv) of the voluntary or involuntary  dissolution, liquidation
or winding up of the Company; or

                  (v) the Company proposes to take action which would require an
adjustment  of the number of Option  Shares  purchasable  upon  exercise  of the
Options pursuant hereto;

then the Company shall cause to be given to the Executive,  at least twenty (20)
days prior to the applicable  record date hereinafter  specified (or promptly in
the case of events for which there is no record date),  a written notice stating
(as  applicable)  (i) the date as of which  the  holders  of record of shares of
Common Stock entitled to receive any such rights, options, warrants or dividends
or  distribution  are  to be  determined,  (ii)  the  date  on  which  any  such
reclassification,  recapitalization  or reorganization,  consolidation,  merger,
amalgamation,  share exchange, sale, lease, conveyance,  transfer,  disposition,
dissolution,  liquidation  or winding up is expected to become  effective  or be
consummated,  or (iii) the initial  expiration  date set forth in any  purchase,
tender or exchange offer for shares of Common Stock, and the date as of which it
is expected that holders of record of shares of Common Stock or other securities
constituting  a part of the Option Shares (or  securities  into which the Option
Shares may be converted) shall be entitled to exchange such shares or securities
for   securities   or   other   property,   if  any,   deliverable   upon   such
reclassification,   recapitalization,   reorganization,  consolidation,  merger,
amalgamation,  share exchange, sale, lease, conveyance,  transfer,  disposition,
dissolution, liquidation or winding up.

         (g)      CASH DISTRIBUTIONS AND DIVIDENDS.
                  --------------------------------

                  If the Company pays a dividend or makes a distribution  to the
holders of its Common  Stock of any  securities  (other than  capital  stock for
which an adjustment is otherwise made hereunder) or property (including cash and
securities  of other  companies)  of the  Company,  or any  rights,  options  or
warrants to subscribe  for or purchase  securities  (other than Common Stock) or
property  (including  securities  of  other  companies)  of the  Company,  then,
simultaneously  with  the  payment  of  such  dividend  or the  making  of  such
distribution, and as a condition precedent to its right to do so, it will pay or
distribute  to  the  Executive  an  amount  of  property   (including,   without
limitation, cash) and/or securities (including,  without limitation,  securities
of other  companies) of the Company as would have been received by the Executive
had he exercised all of the Options exercisable by him, in each case immediately
prior to the  record  date  (or  other  applicable  date)  used for  determining
stockholders of the Company entitled to receive such dividend or distribution.

         (h)      FAIR MARKET VALUE PER SHARE.
                  ---------------------------

                  For the purpose hereof, the term "Fair Market Value per Share"
means the average of the closing  sale price (or, if no such  closing sale price
exists, the average of the closing bid and asked prices) of the Common Stock for
the thirty (30) consecutive trading days commencing forty-five (45) trading days
before the date of determination. However, if (but only if) the Company is not a
public  company,  the Fair Market  Value per Share  determined  pursuant to this
paragraph shall be the quotient of (A) the fair machete value of the Company and
its  subsidiaries  taken as a whole on the date of  determination,  taking  into
account all the factors relevant thereto,  including,  without  limitation,  the

                                       A-6
<PAGE>

highest  price that could be obtained  from an arms'  length sale  without  time
constraints of (i) all or substantially all of the assets of the Company and the
subsidiaries  subject to or after satisfaction of all liabilities of the Company
and  the  subsidiaries,  excluding  any tax or  other  liabilities  incurred  in
connection  with such sale or (ii) all of the stock of the  Company,  whether by
stock sale,  merger,  consolidation or otherwise,  divided by the sum of (1) the
number of  outstanding  shares of Common Stock on a fully  diluted  basis on the
date of  determination.  In no event  shall  the Fair  Market  Value  per  Share
determined pursuant to this paragraph be reduced or discounted on the basis that
any securities to be valued on the basis of such Fair Market Value per Share may
represent the right to acquire a minority  interest in the Company or may not be
freely  transferable  under federal or state  securities  laws, or for any other
reason.

                                      A-7