AGREEMENT


         This Agreement,  dated and effective August 13, 1999, between and among
High Speed Net  Solutions,  Inc., a Florida  corporation  (the  "Company"),  and
William R. Dunavant, an individual residing in Weston, Florida.


                              W I T N E S S E T H:


         WHEREAS,  Dunavant  owns  250,000  shares  of  common  stock of  Summus
Technologies, Inc., a Florida corporation (the "Summus Stock"); and

         WHEREAS,  Summus  Technologies,  Inc. is a privately held  corporation,
there is no  registration  statement  in effect with  respect to the sale of the
Summus Stock, and no right to register the Summus Stock for sale is expressly or
impliedly  promised by or  anticipated  by any of the parties to this  Agreement
pursuant to or as a result of this Agreement; and

         WHEREAS,  the Company is desirous of  purchasing  the Summus  Stock and
Dunavant is desirous of selling the Summus  Stock to the Company in exchange for
the consideration described in Section 2(b) herein;

         NOW,  THEREFORE,  in  consideration  of the  mutual  agreements  herein
contained, and intending to be legally bound hereby, the parties hereto agree as
follows:

         1.  DEFINITIONS.  For purposes of this  Agreement,  the following terms
shall have the following respective meanings:

         a.  Applicable Law: The Securities Act, the Exchange Act (to the extent
applicable to offers or sales of securities) and any applicable state securities
law, and the rules and regulations thereunder.

         b.  Common  Stock:  Stock of the Company of the class or classes having
general voting power under ordinary  circumstances  to elect at least a majority

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of the Board of Directors of the Company  (irrespective of whether or not at the
time stock of any other class or classes  shall have or might have voting  power
by reason of the happening of any contingency).

         c.  Exchange  Act:  The  Securities  Exchange  Act of  1934,  as now or
hereafter  amended,  and the rules and regulations  thereunder which shall be in
effect at the time.

         d.  Nasdaq:  The Nasdaq Stock Market.

         e. Registrable Securities: (i) The shares of Common Stock to be covered
by this Agreement, which, as of the date hereof, are not covered by an effective
registration  statement under the Securities Act, and (ii) any securities issued
or  issuable  with  respect to any such  shares (A) by way of stock  dividend or
stock split or (B) in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization.  The number of Registrable Shares
that are to be covered by this Agreement  shall never be less than the number of
Registrable  Shares  computed as of the date of the execution of this Agreement,
without  respect to any later reverse splits or other corporate acts designed to
reduce  the number of shares  issued or  outstanding  at any time,  and shall be
computed as follows:

         i.   Upon the execution of this Agreement, 350,000 shares;

         ii.  If the  registration  statement  for the  sale of the  Registrable
Shares  does not  become  effective  within  120 days of the  execution  of this
Agreement,  an  additional  25,000  shares per month for each 30-day  period (or
portion  thereof if more than 15 days) after 120 days from the date of execution
of this Agreement.

         f.   Securities Act: The  Securities  Act of 1933,  as now or hereafter
amended,  and the rules and regulations  thereunder  which shall be in effect at
the time.

        g.  SEC: The United States  Securities and Exchange  Commission, or any
successor agency responsible for administering the Securities Act;

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         h. Summus Stock: 250,000 shares of common stock of Summus Technologies,
Inc. a Florida corporation;

         2.  EXCHANGE OF SHARES.

         a.  Dunavant  agrees to sell and the  Company  agrees to  purchase  the
Summus Stock,  now owned by him, the  consideration  for which purchase and sale
shall be as set forth in  Section  2(b),  and which  purchase  and sale shall be
contingent on the full completion of the Company's  responsibilities  under this
Agreement.

         b.  In exchange for  Dunavant's  Summus  Stock,  the Company  agrees as
follows:

                  i.  Simultaneously with the execution of this Agreement by all
         of the parties  hereto,  the  Company  shall  deliver to  Dunavant  (a)
         $100,000  in cash,  and (b)  duly-authorized  certificates  for 350,000
         shares of  Registrable  Securities,  bearing a legend  referring to the
         Registration Rights conferred hereby.

                  ii.  If a  Registration  Statement  filed  with  the SEC  with
         respect to the Registrable  Shares pursuant to Section 3 hereof has not
         become  effective for any reason on or before 120 days from the date of
         the  execution  of this  Agreement,  then,  135  days  from the date of
         execution of this Agreement,  duly-authorized  certificates  for 25,000
         shares of  Registrable  Securities,  bearing a legend  referring to the
         Registration  Rights conferred  hereby;  and each 30 days thereafter at
         which point a Registration Statement filed with the SEC with respect to
         the  Registrable  Shares  pursuant  to  Section 3 hereof has not become
         effective for any reason,  an additional  25,000 shares of  Registrable
         Securities.

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         3.  DEMAND REGISTRATION.

         a.  As expeditiously  as  possible,  but in no event later than 60 days
after the date hereof, the Company shall file a registration  statement with the
SEC on Form S-1, or such other form as the Commission may prescribe for the sale
of the Registrable Securities,  so as to permit the sale or other disposition of
the Registrable Shares promptly upon the effectiveness of such registration. The
registration  statement shall cover that number of Registrable  Shares to which,
at the time of the effectiveness of the registration  statement,  Dunavant shall
be entitled pursuant to this Agreement. The registration process with respect to
Registrable Securities pursuant to this Section 3 shall be referred to herein as
"Demand Registration".

         b.  The  Company  shall  thereafter  diligently,   conscientiously  and
actively  pursue the  processing  of such  registration  statement  through  the
Commission's  Division of Corporation Finance, and shall use its best efforts to
have the registration declared effective by the Company as soon as practicable.

         c. The Company shall maintain the  effectiveness  of such  registration
statement and, if necessary, amend the registration statement and supplement the
prospectus  included therein for a period of no less than two (2) years from the
effective date of such  registration  statement,  or such sooner time as counsel
for the Company shall render his written  unqualified  legal opinion,  in a form
reasonably  satisfactory  to Dunavant and the  Company's  Transfer  Agent,  that
Dunavant is legally  permitted to sell all such  Registrable  Securities held by
Dunavant  without  volume  restrictions  under  Rule 144  promulgated  under the
Securities Act.

         4. EXPENSES OF  REGISTRATION.  The Company shall be responsible for and
shall pay all expenses (including, without limitation, registration fees, filing
fees,  qualification  fees,  Blue Sky fees and expenses,  Company legal fees and

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<PAGE>

expenses,  printing  expenses  and costs of  special  audits  or "cold  comfort"
letters,   underwriting   discounts  and  commissions  incident  to  the  Demand
Registration.

         5. INDEMNIFICATION. In connection with any registration, qualification,
notification,  or exemption of Registrable Securities hereunder, the Company and
each of its undersigned  officers and directors shall indemnify Dunavant against
all losses,  claims,  damages and liabilities  caused by any untrue,  or alleged
untrue,  statement of a material fact contained in any registration statement or
prospectus or notification or offering  circular (and as amended or supplemented
if the Company shall have furnished any  amendments or  supplements  thereto) or
any preliminary  prospectus or caused by any omission,  or alleged omission,  to
state therein a material fact required to be stated therein or necessary to make
the statements  therein not misleading,  except insofar as such losses,  claims,
damages or  liabilities  are caused by any untrue  statement  or alleged  untrue
statement or omission based upon information furnished in writing to the Company
by Dunavant,  and the Company,  the  underwriter for the Company and each person
who controls the Company  within the meaning of Section 15 of the Securities Act
shall be  indemnified  by  Dunavant  for all such  losses,  claims,  damages and
liabilities  caused by any untrue, or alleged untrue,  statement or any omission
or alleged omission,  based upon information furnished in writing to the Company
by Dunavant for any such use.

         6.   REGISTRATION   PROCEDURES   AND   COVENANTS.   The  Company  shall
periodically keep Dunavant advised,  in writing,  as to the initiation  progress
and  effective  date of the  Demand  Registration,  and,  at the  expense of the
Company, the Company shall:

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<PAGE>

         a. unless the  Registrable  Securities  are exempt by law from the blue
sky laws of any  jurisdiction,  use its best efforts to register or qualify such
Registrable  Securities  under  such other  securities  or blue sky laws of such
jurisdictions as Dunavant  reasonably requests and do any and all other acts and
things which may be  reasonably  necessary or advisable to enable such Holder to
consummate the disposition in such  jurisdictions of the Registrable  Securities
owned by such Holder  (provided  that the Company  will not be required  to: (i)
qualify  generally  to do  business  in any  jurisdiction  where  it  would  not
otherwise  be required  to qualify but for this  Section  hereof;  (ii)  subject
itself to taxation in any such jurisdiction; or (iii) consent to general service
of process in any such jurisdiction);

         b.  cause to be filed  any and all  notifications  to any  governmental
authority  under any federal or state  securities law to be sent and any and all
listings  with any  securities  exchange  or  Nasdaq to be  obtained,  as may be
reasonably   necessary  or  advisable  to  enable  Dunavant  to  consummate  the
disposition of their Registrable Securities pursuant to the registration;

         c. notify  Dunavant at any time when a prospectus  relating  thereto is
required to be delivered under the Securities Act of the occurrence of any event
as a result of which the  prospectus  included  in such  registration  statement
contained an untrue statement, and

         d.  notify  Dunavant  of a material  fact or omission to state any fact
necessary to make the statements therein not misleading,  and promptly prepare a
supplement or amendment to such  prospectus so that, as thereafter  delivered to
the purchasers of such Registrable Securities, such prospectus shall not contain
an untrue  statement of a material  fact or omit to state any fact  necessary to
make the statements therein not misleading;

         e.  provide a transfer  agent and  registrar  for all such  Registrable
Securities not later than the effective date of such registration statement.

         7.  RULE 144 REPORTING  AND SALES.  With a view to making  available to
Dunavant  the  benefits of certain  regulations  of the SEC which may permit the

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<PAGE>

sale of the  Registrable  Securities  to the public  without  registration,  the
Company agrees that, so long as Dunavant owns any  Registrable  Securities,  the
Company shall:

         a.  make and  keep  available  "public  information,"  as that  term is
defined  in SEC  Rule  144 or its  successor,  and as may be  applicable  to the
Company at the time;

         b. timely file with the SEC all reports and other documents required to
be filed under the Securities Act and the Exchange Act, if during such time, the
Company shall be required to do so;

         c.  comply  with all rules and  regulations  of the SEC  applicable  in
connection with the use of Rule 144; and

         d. take  such  other  actions  and  furnish  Dunavant  with such  other
information as he may  reasonably  request in order to avail him of the benefits
of any  rule or  regulation  of the SEC  allowing  him to sell  any  Registrable
Securities without registration.  The Company also agrees to furnish to Dunavant
promptly  upon request a written  statement by the Company as to its  compliance
for a period of at least  ninety (90) days prior to the date of the  certificate
with the reporting requirements of the Securities Act and the Exchange Act and a
copy of the most recent annual or quarterly report of the Company.

         e. Nothing in this Section 7 or  elsewhere in this  Agreement  shall be
construed to limit the Company's obligations with respect to the registration of
the  Registrable   Securities.   Dunavant's  rights  under  Rule  144  shall  be
supplementary  to and independent of his rights with respect to the registration
of the  Registrable  Securities,  and he may  choose,  in his  sole  option  and
discretion, to avail himself of the benefits under Rule 144.

         8. SUCCESSORS, ASSIGNS AND TRANSFEREES. This Agreement shall be binding
upon and shall inure to the benefit of the parties  hereto and their  respective
heirs,  personal  representatives,  successors  and assigns.  In  addition,  and


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<PAGE>

whether or not any express  assignment  shall have been made,  the provisions of
this  Registration  Rights Agreement which are for the benefit of Dunavant shall
also be for the  benefit  of and  enforceable  by any  subsequent  Holder of any
Registrable Securities, subject to the provisions and obligations hereof.

         9. ENTIRE AGREEMENT AND MODIFICATIONS.  This Agreement  constitutes the
entire  understanding  between the parties and supersedes all other  agreements,
whether written or oral, with respect to the  transactions  contemplated by this
Agreement.  The  Agreement may not be amended or modified by either party unless
such amendment or  modification  is  memorialized in a writing signed by each of
the parties  hereto.  Any such amendment or modification of this Agreement shall
be  binding  upon  and  inure  to the  benefit  of all  Holders  of  Registrable
Securities.

         10.  WAIVER.  Any  waiver by either  party of any breach of any term or
condition in this Agreement shall not operate as a waiver of any other breach of
such term or condition or of any other term or condition,  nor shall any failure
to enforce any provision  hereof operate as a waiver of such provision or of any
other  provision  hereof or  constitute  or be deemed a waiver or release of any
other rights, in law or in equity.

         11.  GOVERNING  LAW.  All  issues  concerning  this  Agreement  will be
governed by and construed in  accordance  with the laws of the State of Florida,
without  giving effect to any choice of law or conflict of law provision or rule
whether of the State of Florida or any other jurisdiction) that would cause the
application of the law of any other jurisdiction.  The parties hereto agree that
any action to enforce this Agreement may be properly brought in any court within
the State of Florida.

         12. SEVERABILITY.  Whenever possible,  each provision of this Agreement
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable  law, but if any  provision of this  Agreement is held to be invalid,
illegal or  unenforceable in any respect under any applicable law or rule in any

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<PAGE>

(jurisdiction, such invalidity,  illegality or unenforceability shall not affect
any other  provision or the  effectiveness  or validity of any  provision in any
other jurisdiction,  and this Agreement will be reformed, construed and enforced
in such jurisdiction as if such invalid,  illegal or unenforceable provision had
never been contained herein.

         13.  ADDITIONAL  STEPS  AND  PROCEDURES.  From  time to time  after the
execution of this Agreement, each of the parties hereto hereby agrees to use all
reasonable efforts to take, or cause to be taken, all action and to do, or cause
to be done, all things  necessary,  proper and advisable under  applicable laws,
rules  and  regulations  to  consummate  and  make  effective  the  transactions
contemplated by this  Agreement,  including using its best efforts to obtain all
necessary  waivers,  consents  and  approvals.  In case at any  time  after  the
execution of this  Agreement  further  action is necessary or desirable to carry
out the purposes of this Agreement, the proper officers and directors of each of
the parties shall take all such necessary action.

         14. NOTICES. All notices and other communications which are required or
may be given  under this  Agreement  shall be in writing  and shall be deemed to
have been given if delivered personally or sent by registered or certified mail,
return receipt requested, postage prepaid:


         To the Company:

         High Speed Network Solutions, Inc.
         4542 South Peninsula Drive
         Ponce Inlet, Florida  32127
         Attn:  Michael Cimino


         To Dunavant:

         William R. Dunavant
         2461 Provence Circle
         Weston, Florida  33327

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<PAGE>

with a copy to:

         Richard E. Brodsky, P.A.
         Suite 919, 25 SE Second
         Miami, Florida  33131

or to such other place as either party shall have specified by notice in writing
to the other.


         IN WITNESS WHEREOF, each of the undersigned has executed this Agreement
or caused this  Agreement to be executed on its behalf as of the date  indicated
below:

                                    HIGH SPEED NETWORK SOLUTIONS, INC.

ATTEST:

                                    By: /s/ Michael M. Cimino
                                       ----------------------------------------
                                       Its: Michael M. Cimino, Chairman
__________________________          PRINT NAME: ________________________
Secretary                           DATED:______________________________

                                    WILLIAM R. DUNAVANT:

ATTEST:
                                    /s/ William R. Dunavant
                                    -------------------------------------------
/s/ (illegible signature)           DATED:     Aug. 13th, 1999
--------------------------                ------------------------

RALLIB01:537559.01



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