January 20, 2000

Mr. Andrew L. Fox
Chapel Hill, NC

Dear Andy:

This letter will stipulate the terms of your employment as a senior executive in
High Speed Net Solutions,  Inc.  (HSNS) in Raleigh,  North  Carolina,  effective
August 25th,  1999.  Your  anticipated  title will be Executive Vice  President;
however,  you will  assume  the role of Acting  President  and  Chief  Executive
Officer  until such time as a new  executive  can be  recruited  by the Board of
Directors. This arrangement will not preclude the new CEO asking you to serve as
President and Chief Operating Officer.

The details of this offer are:

TITLE: Executive Vice President; Acting President and Chief Executive Officer

BOARD OF DIRECTORS: Board seat for a minimum of one year.

DESCRIPTION:  As  acting  president  and  CEO,  you are  expected,  with  active
participation and support of the Board, to prepare the Form 10 filing for review
and approval of the board,  develop a suitable business strategy,  negotiate and
acquire the  necessary  technology  or products  license to perform the intended
business operation,  establish and manage fiscal controls, recruit and direct an
appropriate  management  team,  establish the  appropriate  procedures to manage
stockholder  relations  and  secure the  necessary  operating  capital.  In this
connection,  it is expected that you will commit support in the  presentation of
HSNS to  potential  investors.  A precise  job  description  will be  formulated
between you and the Board of  Directors  upon  acceptance  of this  offer.  This
agreement is with the understanding that this is an offer for at will employment
and does not constitute an employment agreement.

RELATIONSHIP  WITH  SUMMUS LTD:  Acceptance  of  fulltime  employment  with HSNS
terminates your active  relationship with Summus,  Ltd. (Summus) and cancels any
and all stock grants, stock options or other compensation plans.

SALARY:  $135,000 annually plus Performance Bonus as outlined below. During each
month you serve as the Acting  President  and CEO, you will  receive  additional
compensation of $2,500 per month.

REPORT  TO:  You will  report to the Board of  Directors  or a Board  designated
Executive in HSNS.

PERFORMANCE  BONUS  PROGRAM:  You will be  eligible  to  receive up to 1.0x your
annual salary based on specified  performance goals to be jointly defined by you
and the President/CEO and approved by the Board of Directors.  The bonus will be
<PAGE>


paid after receipt of the audited  fiscal year end financial  statements of HSNS
certified by Ernst & Young.  Based on work done in 1999 for HSNS your bonus will
be $28.125 which has been based on  performance  and has been prorated for 1999.
You must be employed by HSNS on December 31, 2000 to be eligible to receive your
Year 2000 cash bonus.

STOCK OWNERSHIP: I will take all reasonably appropriate action to cause the HSNS
board of directors (or  compensation  committee,  if appropriate) to confirm (if
necessary) a prior grant of stock options covering 240,000 shares of HSNS stock.
The terms of the option are that it will vest in full on August 25,  2006 if you
remain in the employment of the company (the seventh  anniversary of the date of
grant);  provided,  however,  that the options  may vest sooner if HSNS  attains
certain  performance  goals  such as  Revenue,  EBITDA  or other  metrics  to be
determined by the HSNS Board of Directors.  Performance  vesting will  generally
occur in equal  installments  over a three year period  beginning  on August 25,
1999.  The strike  price for the options  will be $4.38 (the FMV of the stock on
August 25, 1999) for 80,000 shares and $13.00/share  for the remaining  160,000.
Any additional  shares of stock issued by HSNS will be for  reasonable  business
purposes  and for  valid  consideration.  Other  terms  of these  stock  options
(including  change of control)  shall be governed in their entirety by the terms
and  conditions of the Stock Option Plan to be adopted by the Board of Directors
and Shareholders, if necessary.

LOCATION OF  EMPLOYMENT:  Your place of  employment  will be in  Raleigh,  North
Carolina.

PRE-TAX DEDUCTIONS: Any authorized payroll deductions are done under IRS Section
125.

SEVERANCE: If you are terminated from employment, you will receive six months of
salary paid monthly or in lump sum at the discretion of the company.

HEALTH INSURANCE:  HSNS currently does not have a Healthcare plan; however,  you
will receive reimbursement for COBRA payments or reimbursement  directly to your
prior employer for maintaining coverage.

PERSONAL/SICK  DAYS:  You are provided 6 paid  sick/personal  days to be used as
necessary  during the  calendar  year.  These days may be used for  personal  or
family illnesses,  death of a family member, or to attend to personal  business.
Days are pro-rated during your first calendar year of employment.  Sick/personal
days cannot be carried forward into the next calendar year, nor can they be used
in lieu of vacation time.

VACATION  POLICY:  Upon  hiring,  you will be  entitled to four (4) weeks (or 20
working days) of vacation time annually. Your vacation is accrued throughout the
calendar  year but is  available  to you upon you date of hire and the  start of
each calendar  year  following.  If you do not take all of your vacation  during
this time,  you may carry over up to 50% of the remaining time to the next year.
Your total may never be greater than 150% of the vacation  time you are entitled
to.
<PAGE>

BENEFITS: You will also be entitled to other benefits generally available to the
executives of HSNS from time to time. Currently these benefits are:

CAR ALLOWANCE:  $600 per month.

Please  sign and return  this  agreement.  The offer will remain in effect for a
period of ten days. This entire  agreement is subject to endorsement by the HSNS
Board of Directors.

Sincerely,                                           ACCEPTED AND AGREED



/s/ Rick Seifert                                      /s/ Andrew Fox
-------------------------------                      ----------------------
Rick Seifert, Director                               Andrew L. Fox
On behalf of the
Board of Directors
High Speed Net Solutions, Inc.
<PAGE>
Addendum to Employment Agreement

Accelerated Vesting of Options:  In the event of a change of control - defined
as a "merger or consolidation, tender offer for 50% of the shares of the
corporation or any other acquisition or reorganization of the corporate capital
structure - your options shall be immediately vested according to the following
schedule:

     50% of remaining unvested options


Approved:  /s/ Rick Reifert
           Rick Seifert, Director
           On behalf of the Board
           of Directors
           High Speed Net Solutions, Inc.

Dated:  Feb 26, 2000