HIGH SPEED NET SOLUTIONS, INC.
                       NONQUALIFIED STOCK OPTION AGREEMENT


         THIS NONQUALIFIED  STOCK OPTION AGREEMENT (this "Agreement") is made as
of the 25th day of August,  1999 (the "Grant  Date"),  by and between High Speed
Net Solutions,  Inc., a Florida corporation (the  "Corporation"),  and Andrew L.
Fox (the "Participant").

         WHEREAS,  the Board granted Participant an option to purchase shares of
the Corporation's Stock pursuant to the Plan; and

         WHEREAS, this Agreement evidences the grant of such option.

         NOW,  THEREFORE,  in  consideration  of the  foregoing,  of the  mutual
promises  set forth  below and of other  good and  valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  the parties hereto,
intending to be legally bound, agree as follows:

         1. GRANT OF OPTION. The Board granted Participant an option to purchase
from  the  Corporation,  during  the  period  specified  in  section  2 of  this
Agreement,  a total of Two Hundred Forty Thousand  (240,000) shares of Stock, at
the purchase  price of Four Dollars and Thirty Eight Cents ($4.38) per share for
Eighty Thousand  (80,000) of the Two Hundred Forty Thousand  (240,000) shares of
Stock (the "First Purchase Price") and at the purchase price of Thirteen Dollars
($13.00) per share for the  remaining One Hundred and Sixty  Thousand  (160,000)
shares of Stock (the "Second Purchase Price"),  in accordance with the terms and
conditions  stated in this Agreement.  The shares of Stock subject to the option
are referred to below as the "Shares," and the option to purchase such Shares is
referred to below as the "Option."

         2.  VESTING AND  EXERCISE OF OPTION.  The Option  shall vest and become
exercisable  in  increments  in  accordance  with the  schedule  set forth below
measured  from the Grant Date  provided  that the  Option  shall vest and become
exercisable with respect to an increment as specified only if there has not been
a Termination of Employment of the Participant as of the specified date for such
increment.

                  (a) If the Board of  Directors of the  Corporation  determines
that the Corporation has attained  certain  performance  goals that the Board of
Directors will specify to Participant  sufficiently in advance,  then the Option
shall  fully-vest and be exercisable in three (3) equal  installments  of Eighty
Thousand  (80,000)  shares of stock.  The first  installment of Eighty  Thousand
(80,000)  shares of stock shall vest on the first  anniversary of the Grant Date
at the  First  Purchase  Price  and the  remaining  two  installments  of Eighty
Thousand (80,000) shares of stock shall vest on the second and third anniversary
of the Grant Date at the Second Purchase Price; or

                  (b)      the Option shall vest in full on August 25, 2006.
<PAGE>

The  schedule  set forth  above is  cumulative,  so that  Shares as to which the
Option has become vested and  exercisable  on and after a date  indicated by the
schedule may be purchased  pursuant to exercise of the Option at any  subsequent
date prior to termination of the Option. The Option may be exercised at any time
and from time to time to  purchase  up to the number of Shares as to which it is
then vested and exercisable.

Notwithstanding the foregoing, the Option shall vest and become exercisable,  to
the extent not  already  vested and  exercisable,  on the date of  Participant's
death or  Disability,  provided  Participant  has not incurred a Termination  of
Employment prior to such date.

Notwithstanding  the  foregoing,  fifty percent (50%) of the Option that has not
yet vested shall become fully vested and exercisable,  to the extent not already
fully  vested  and  exercisable,  as  of  the  effective  date  of  a  Corporate
Reorganization  or  Change  in  Control,  provided  that  the  Optionee  has not
experienced a Termination of Employment prior to such date, unless in connection
with the Corporate  Reorganization  or Change in Control the surviving entity or
an  affiliate  assumes  the  Option or  replaces  the  Option  with an option of
equivalent  value  and  with  comparable  terms.  In the  event  of a  Corporate
Reorganization  or Change in Control,  the  Corporation  shall send the Optionee
prior  written  notice of the  effectiveness  of such  event and the last day on
which  the  Optionee  may  exercise  the  Option.  On or  prior  to the last day
specified in such notice,  the Optionee may, upon  compliance  with the terms of
this Agreement, exercise the Option to the extent it is then vested, conditioned
upon and subject to  completion  of the  Corporate  Reorganization  or Change in
Control.  To the extent the Option is not so  exercised,  it shall  terminate at
5:00 P.M.,  eastern  standard  time,  on the last day  specified in such notice,
conditioned upon and subject to the completion of the Corporate  Reorganization.
If the surviving  entity in such Corporate  Reorganization  or Change in Control
assumes or replaces the Option as described above, the proceeding  provisions of
this paragraph shall not apply; however, if there is an Involuntary  Termination
of Participant's  employment within the eighteen (18) month period following the
effective date of such Corporate Reorganization or Change in Control, the Option
shall  vest and  become  exercisable,  to the  extent  not  already  vested  and
exercisable, on the date of such termination.

         3.  TERMINATION  OF OPTION.  The Option  shall  remain  exercisable  as
specified in section 2 above until the earliest to occur of the dates  specified
below, upon which date the Option shall terminate:

                  (a) the date all of the Shares are  purchased  pursuant to the
terms of this Agreement;

                  (b) upon the  expiration  of ninety  (90) days  following  the
Termination of Employment of Participant for any reason other than Cause,  death
or Disability;

                                       2
<PAGE>

                  (c)   immediately   upon  the  Termination  of  Employment  of
Participant for Cause;

                  (d)  upon   the   expiration   of  one  (1)   year   following
Participant's  Termination of Employment  where employment shall have terminated
as a result of death or Disability;

                  (e) upon the  expiration of one (1) year following the date of
Participant's  death,  if death  shall  have  occurred  following  Participant's
Termination of Employment and while the Option was still exercisable;

                  (f) at 5:00 P.M.,  eastern  standard  time,  on the  thirtieth

(30th) day following the date that the Corporation files articles of dissolution
with the Florida Secretary of State or is otherwise dissolved under Florida law;

                  (g) at 5:00  P.M.,  eastern  standard  time,  on the  last day
specified in the notice described in section 2 above in the event of a Change in
Control or Corporate Reorganization; or

                  (h) the ten year  anniversary  of the Grant Date at 5:00 P.M.,
eastern standard time.

Upon its  termination,  the Option  shall  have no  further  force or effect and
Participant shall have no further rights under the Option or to any Shares which
have not been purchased pursuant to prior exercise of the Option.

         4.       MANNER OF EXERCISE OF OPTION.
                  ----------------------------

                  (a) The  Option  may be  exercised  only by (i)  Participant's
completion,  execution and delivery to the  Corporation  of a notice of exercise
and, if required by the Corporation,  an "investment  letter" as supplied by the
Corporation confirming  Participant's  representations and warranties in section
16 of this Agreement, including the representation that Participant is acquiring
the  Shares  for  investment  only  and not with a view to the  resale  or other
distribution  thereof, and (ii) the payment to the Corporation,  pursuant to the
terms of this Agreement,  of an amount equal to the Purchase Price multiplied by
the number of Shares being  purchased as  specified in  Participant's  notice of
exercise.  Participant's  right to exercise the Option shall be conditioned upon
and subject to satisfaction,  in a manner acceptable to the Corporation,  of any
withholding  liability under any state or federal law arising in connection with
exercise  of the  Option.  Participant  must  provide  notice of exercise of the
Option with respect to no fewer than 100 Shares (or any lesser  number of Shares
with respect to which the Option is then vested and exercisable).  Participant's

                                       3
<PAGE>

notice of exercise shall be given in the manner  specified in section 12 but any
exercise of the Option  shall be effective  only when the items  required by the
preceding  sentence  are  actually  received by the  Corporation.  The notice of
exercise and the  "investment  letter" may be in the form set forth in EXHIBIT A
attached to this  Agreement.  Notwithstanding  anything to the  contrary in this
Agreement,  the Option may be exercised  only if compliance  with all applicable
federal  and  state  securities  laws  can be  effected,  as  determined  by the
Committee in its discretion.  Payment of the aggregate Purchase Price for Shares
Participant has elected to purchase shall be made by cash or good check.

         (b)  Upon  any  exercise  of  the  Option  by  Participant  or as  soon
thereafter  as is  practicable,  the  Corporation  shall  issue and  deliver  to
Participant a certificate or  certificates  evidencing  such number of Shares as
Participant has then elected to purchase. Such certificate or certificates shall
be  registered  in the name of  Participant  and shall bear such  legends as the
Corporation deems appropriate.

         5.       DEFINITIONS; AUTHORITY OF COMMITTEE.
                  -----------------------------------

                  (a) All  capitalized  terms used in this Agreement  shall have
the meanings set out in the Plan unless otherwise specified in this Agreement.

                  (b) "Cause" shall mean that Participant's  employment with the
Company shall have terminated principally because (i) of Participant's breach of
any  employment,  noncompetition  or  other  agreement  with the  Company;  (ii)
Participant commits any act of dishonesty toward the Company, theft of corporate
property or unethical  business  conduct,  or is convicted of any misdemeanor or
felony involving  dishonest,  immoral or unethical conduct; or (iii) Participant
commits any act of insubordination, fails to comply with any instructions of his
or her supervisors or the board of directors of the Company,  or commits any act
or omission which the Board determines,  in good faith, may materially adversely
affect the  Company's  business or  operations,  unless  Participant  cures such
action or omission within five (5) days after notice from the Company.

                  (c) A "Change in Control" shall be deemed to have occurred if,
after the Corporation has consummated a public offering of the Stock pursuant to
the Securities Act of 1933, as amended:

                           (i) any "Person" as defined in  Paragraph  3(a)(9) of
the  Securities  Exchange Act of 1934 (the "Act"),  including a "group" (as that
term is used in paragraphs  13(d)(3) and 14(d)(2) of the Act), but excluding the
Corporation  and any  employee  benefit  plan  sponsored  or  maintained  by the
Corporation, including any trustee of such plan acting as trustee:

                                       4
<PAGE>

                                    (A)  consummates a tender or exchange  offer
for any shares of the Stock  pursuant to which at least fifty  percent  (50%) of
the outstanding shares of the Stock are purchased; or

                                    (B)  together  with  its   "affiliates"  and
"associates"  (as those terms are  defined in Rule 12b-2 under the Act)  becomes
the  "Beneficial  Owner"  (within the meaning of Rule 13d-3 under the Act) of at
least fifty percent (50%) of the Stock;

                           (ii) a merger  or  consolidation  of the  Corporation
with  or  into  another   corporation  is  consummated  and  the   Corporation's
shareholders  immediately  prior to the  transaction  do not own at least  fifty
percent (50%) of the surviving company's outstanding stock immediately following
the transaction,  a sale or other disposition of all or substantially all of the
Corporation's assets, or the liquidation of the Corporation; or

                           (iii)  during  any  period of 24  consecutive  months
during the existence of this Agreement, the individuals who, at the beginning of
such  period,  constitute  the  Board  of  Directors  of  the  Corporation  (the
"Incumbent  Directors")  cease for any reason other than death to  constitute at
least a majority  thereof;  provided,  however,  that a  director  who was not a
director  at the  beginning  of such 24 month  period  shall be  deemed  to have
satisfied  such 24 month  requirement,  and be an  Incumbent  Director,  if such
director was elected by, or on the recommendation of or with the approval of, at
least  two-thirds  of the directors  who then  qualified as Incumbent  Directors
either  actually,  because they were directors at the beginning of such 24 month
period, or by prior operation of this subparagraph (iii).

                  (d) A "Corporate  Reorganization"  means the  happening of any
one of the  following  events  prior to the time at which  the  Corporation  has
consummated a public  offering of the Stock  pursuant to the  Securities  Act of
1933, as amended: (i) the dissolution or liquidation of the Corporation;  (ii) a
reorganization,  merger, or consolidation  involving the Corporation  unless (A)
the  transaction   involves  only  the  Corporation  and  one  or  more  of  the
Corporation's  parent corporation and wholly-owned  (excluding interests held by
employees, officers and directors) subsidiaries; or (B) the shareholders who had
the power to elect a  majority  of the  board of  directors  of the  Corporation
immediately  prior to the transaction  have the power to elect a majority of the
board  of  directors  of  the  surviving   entity   immediately   following  the
transaction;  (iii) the sale of all or  substantially  all of the  assets of the
Corporation  to  another  corporation,  person or  business  entity;  or (iv) an
acquisition of Corporation  stock,  unless the shareholders who had the power to
elect a majority of the board of directors of the Corporation  immediately prior
to the acquisition  have the power to elect a majority of the board of directors
of the Corporation immediately following the transaction.

                  (e)  An  "Involuntary   Termination"  is  any  termination  of
employment of the Optionee:  (i) by the Optionee  during the eighteen (18) month
period following a Change in Control or Corporate  Reorganization  (A) following

                                       5
<PAGE>

the  assignment  to the Optionee by the surviving  entity  following a Corporate
Reorganization  of any duties  that are  significantly  incompatible  with,  and
detract from, the  Optionee's  position,  duties,  titles,  responsibilities  or
status  with the  Corporation  immediately  prior to the  effective  date of the
Corporate   Reorganization,   (B)  following  a  significant  reduction  in  the
Optionee's annual base salary in effect  immediately prior to the effective date
of the Change in Control  or  Corporate  Reorganization;  or (C)  following  the
Corporation's  assignment of the Optionee to a location other than his principal
location of employment  immediately prior to the effective date of the Change in
Control or Corporate  Reorganization  (except for required travel on Corporation
business to an extent  substantially  consistent  with the  Optionee's  business
travel  obligations  immediately  prior to the  effective  date of the Change in
Control or Corporation Reorganization), or, in the event he consents to any such
relocation,  the failure of the  Corporation  to pay (or  reimburse the Optionee
for) all reasonable  moving expenses incurred by him relating to a change of his
principal residence in connection with such relocation, or (ii) by the surviving
entity during the eighteen (18) month period  following the effective  date of a
Change in  Control or  Corporate  Reorganization  for any reason  other than for
Cause.

                  (f)  "Plan"  means the High  Speed Net  Solutions,  Inc.  199
Equity Compensation Plan adopted by the Corporation effective ___________, 2000,
as it may be amended from time to time.

                  (g) All  determinations  made by the Committee with respect to
the  interpretation,  construction  and  application  of any  provision  of this
Agreement shall be final, conclusive and binding on the parties.

         6.       RESTRICTIONS ON TRANSFER.
                  ------------------------

                  (a)  The  Option  shall  not be  sold,  exchanged,  delivered,
assigned,  bequeathed or gifted, pledged,  mortgaged,  hypothecated or otherwise
encumbered,  transferred or permitted to be transferred,  or otherwise  disposed
of,  whether  voluntarily,  involuntarily  or by  operation  of law  (including,
without limitation, the laws of bankruptcy,  intestacy, descent and distribution
or  succession)  or on an absolute or contingent  basis.  For this purpose,  any
reference to  Participant  shall (when  applicable)  be deemed to be and include
references to Participant's  estate,  executors or  administrators,  personal or
legal representatives and transferees (direct or indirect).

                  (b) In the event of  Participant's  death,  the  Option may be
transferred to any executor,  administrator,  personal or legal  representative,
legatee, heir or distributee of the estate of Participant;  provided, that, as a
condition  precedent  to such  transfer  of any of the  Option,  each and  every

                                       6
<PAGE>

prospective  transferee  shall  (i)  provide  or  cause  to be  provided  to the
Corporation,  at its  request,  sufficient  evidence  of  the  legal  right  and
authority of such  prospective  transferee to have the Option so transferred and
(ii) comply with the provisions of section 7 below.

                  (c)  Notwithstanding  any  provision of this  Agreement to the
contrary,  Shares  issued to  Participant  upon  exercise of the Option shall be
subject to a Market Stand-Off, as provided in Section 3.15 of the Plan.

         7.  SHAREHOLDERS  AGREEMENT.  As a condition  to receipt of any Shares,
Participant  shall  become a party to the  shareholders  agreement  between  the
corporation and its  shareholders in place at such time and shall sign a copy of
such agreement.  All restrictions applicable to Stock under such agreement shall
apply to the Shares.

         8.  RIGHTS  PRIOR TO  EXERCISE.  Participant  will  have no rights as a
shareholder with respect to the Shares except to the extent that Participant has
exercised the Option and has been issued and received  delivery of a certificate
or certificates evidencing the Shares so purchased.

         9. SALE OR OTHER DISPOSITION BY MAJORITY  INTEREST.  Participant hereby
irrevocably  appoints the Corporation  and its President,  or either of them, as
Participant's agents and attorneys-in-fact,  with full power of substitution for
and in Participant's name, to sell,  exchange,  transfer or otherwise dispose of
all or a portion  of  Participant's  Shares  and to do any and all things and to
execute any and all documents and instruments  (including,  without  limitation,
any stock transfer powers) in connection therewith,  such powers of attorney not
to become operable until such time as the holder or holders of a majority of the
issued  and  outstanding  shares  of Stock of the  Corporation  sell,  exchange,
transfer or  otherwise  dispose of, or contract to sell,  exchange,  transfer or
otherwise dispose of, all or a majority of the issued and outstanding  shares of
Stock of the Corporation.  Any sale, exchange,  transfer or other disposition of
all or a portion of  Participant's  Shares  pursuant to the foregoing  powers of
attorney  shall  be made  upon  substantially  the  same  terms  and  conditions
(including  sale price per share)  applicable to a sale,  exchange,  transfer or
other  disposition of shares of Stock of the Corporation  owned by the holder or
holders of a  majority  of the  issued  and  outstanding  shares of Stock of the
Corporation.  For purposes of determining the sale price per share of the Shares
under this section 9, there shall be excluded the consideration (if any) paid or
payable to the holder or  holders  of a majority  of the issued and  outstanding
shares  of  Stock  of  the   Corporation  in  connection  with  any  employment,
consulting,  noncompetition  or similar  agreements which such holder or holders
may enter into in connection with or subsequent to such sale, transfer, exchange
or other  disposition.  The foregoing  power of attorney  shall not impose or be
deemed to impose any  fiduciary  duty or any other duty  (except as set forth in

                                       7
<PAGE>

this section 9) or obligation on either the Corporation or its President,  shall
be irrevocable and coupled with an interest and shall not terminate by operation
of law,  whether by the death,  bankruptcy or  adjudication  of  incompetency or
insanity of Participant or the occurrence of any other event.

         10.  ENGAGEMENT  OF  PARTICIPANT.  Nothing in this  Agreement  shall be
construed as constituting a commitment, guarantee, agreement or understanding of
any kind or nature that the Company shall  continue to employ  Participant,  nor
shall this Agreement affect in any way the right of the Company to terminate the
employment  of  Participant  at any time and for any  reason.  By  Participant's
execution  of  this  Agreement,   Participant   acknowledges   and  agrees  that
Participant's  employment is "at will." No change of Participant's  duties as an
employee of the Company shall result in, or be deemed to be, a  modification  of
any of the terms of this Agreement.

         11. BURDEN AND BENEFIT. This Agreement shall be binding upon, and shall
inure to the  benefit  of, the Company  and  Participant,  and their  respective
heirs,  personal and legal  representatives,  successors and assigns. As used in
this  section  11, the term the  "Company"  shall  include  the  Company and any
corporation  which  is  the  parent  or a  subsidiary  of  the  Company  or  any
corporation  or entity  which is an affiliate of the Company by virtue of common
(although not identical) ownership or any successor entity following a Change in
Control or  Corporate  Reorganization,  and for which  Participant  is providing
services in any form  during  Participant's  employment  with the Company or any
such other corporation or entity. Participant hereby consents to the enforcement
of any and all of the  provisions of this Agreement by or for the benefit of the
Company and any such other corporation or entity.

         12.  NOTICES.  Any and all  notices  under this  Agreement  shall be in
writing,  and sent by hand delivery or by certified or  registered  mail (return
receipt  requested  and  first-class  postage  prepaid),  in  the  case  of  the
Corporation,  to  its  principal  executive  offices  to  the  attention  of the
President, and in the case of Participant,  to Participant's address as shown on
the Company's records.

         13. SPECIFIC  PERFORMANCE.  Strict  compliance by Participant  shall be
required with each and every  provision of this  Agreement.  The Corporation and
Participant  agree that the Shares are  unique,  that  Participant's  failure to
perform the  obligations  provided by this  Agreement will result in irreparable
damage  to the  Corporation  and  that  specific  performance  of  Participant's
obligations may be obtained by suit in equity.

         14. MODIFICATIONS. No change or modification of this Agreement shall be
valid unless the same is in writing and signed by the  Participant and on behalf
of the Corporation.

         15. TERMS AND CONDITIONS OF PLAN. The terms and conditions  included in
the Plan,  the receipt of a copy of which  Participant  hereby  acknowledges  by
execution of this Agreement,  are incorporated by reference  herein,  and to the
extent  that any  conflict  may  exist  between  any term or  provision  of this


                                       8
<PAGE>

Agreement  and any term or provision of the Plan,  such term or provision of the
Plan shall control.

         16.   COVENANTS  AND   REPRESENTATIONS   OF  PARTICIPANT.   Participant
represents, warrants, covenants and agrees with the Corporation as follows:

                  (a) The Option is being received for Participant's own account
without the  participation  of any other person,  with the intent of holding the
Option and the Shares issuable pursuant to the Option for investment and without
the intent of  participating,  directly or indirectly,  in a distribution of the
Shares  and  not  with  a view  to,  or  for  resale  in  connection  with,  any
distribution of the Shares or any portion of the Shares.

                  (b)  Participant  is not  acquiring  the  Option or any Shares
based upon any  representation,  oral or written,  by any person with respect to
the future value of, or income from, the Shares,  but rather upon an independent
examination and judgment as to the prospects of the Corporation.

                  (c)  Participant  has had the  opportunity to ask questions of
and receive  answers  from the  Corporation  and its  executive  officers and to
obtain all information  necessary for  Participant to make an informed  decision
with respect to the investment in the Corporation  represented by the Option and
any Shares issued upon its exercise.

                  (d)  Participant  is  able to bear  the  economic  risk of any
investment  in  the  Shares,  including  the  risk  of a  complete  loss  of the
investment,  and Participant acknowledges that Participant must continue to bear
the economic  risk of any  investment  in Shares  received  upon exercise of the
Option for an indefinite period.

                  (e) Participant understands and agrees that the Shares subject
to the Option may be issued and sold to Participant  without  registration under
any state or federal laws relating to the registration of securities and in that
event will be issued and sold in reliance on exemptions from registration  under
appropriate state and federal laws.

                  (f) Shares issued to  Participant  upon exercise of the Option
will not be offered for sale,  sold or  transferred  by  Participant  other than
pursuant to: (i) an effective  registration  under  applicable  state securities
laws or in a transaction  which is otherwise in compliance with those laws; (ii)
an effective  registration  under the  Securities  Act of 1933, or a transaction
otherwise in compliance  with such Act; and (iii) evidence  satisfactory  to the
Corporation of compliance with all applicable state and federal securities laws.
The  Corporation   shall  be  entitled  to  rely  upon  an  opinion  of  counsel
satisfactory to it with respect to compliance with the foregoing laws.

                                       9
<PAGE>

                  (g) The  Corporation  will be under no  obligation to register
the  Shares  issuable  pursuant  to the Option or to comply  with any  exemption
available for sale of the Shares by Participant  without  registration,  and the
Corporation  is under no  obligation to act in any manner so as to make Rule 144
promulgated  under the Securities Act of 1933 available with respect to any sale
of the Shares by Participant.

                  (h)  Participant  has not relied upon the Company with respect
to any tax consequences  related to the grant or exercise of this Option, or the
disposition  of  Shares   purchased   pursuant  to  its  exercise.   Participant
acknowledges  that,  as a result of the grant  and/or  exercise  of the  Option,
Participant  may incur a substantial  tax  liability.  Participant  assumes full
responsibility  for all such  consequences and the filing of all tax returns and
elections  Participant  may be required or find  desirable to file in connection
with the Option.  In the event any  valuation of the Option or Shares  purchased
pursuant to its exercise  must be made under  federal or state tax laws and such
valuation affects any return or election of the Company, Participant agrees that
the Corporation may determine such value and that  Participant  will observe any
determination  so made by the  Corporation in all returns and elections filed by
Participant.  In the event the Company is required by applicable  law to collect
any withholding, payroll or similar taxes by reason of the grant or any exercise
of the Option,  Participant agrees that the Company may withhold such taxes from
any monetary amounts  otherwise  payable by the Company to Participant and that,
if such amounts are  insufficient to cover the taxes required to be collected by
the Company,  Participant will pay to the Company such additional amounts as are
required.

                  (i) The agreements, representations,  warranties and covenants
made by  Participant  herein with respect to the Option shall also extend to and
apply to all of the Shares issued to  Participant  from time to time pursuant to
exercise  of  the  Option.   Acceptance  by  Participant   of  any   certificate
representing Shares shall constitute a confirmation by Participant that all such
agreements, representations,  warranties and covenants made herein shall be true
and correct at that time.

                  (j) Participant agrees that he shall, during the entire period
of his  employment  with  the  Company  and for a period  of  ninety  (90)  days
following  Termination of Employment,  observe the Company's  securities trading
policies in effect from time to time  during  such period of  employment  and/or
during such post-employment period.

                      [SIGNATURES APPEAR ON THE NEXT PAGE]

                                       10
<PAGE>


         IN WITNESS WHEREOF,  the Corporation and Participant have executed this
Agreement  and  affixed  their  seals  hereto as of the day and year first above
written.


ATTEST:                                          HIGH SPEED NET SOLUTIONS, INC.


/s/ Alan R. Kleinmaier                           By:  /s/ Rick Seifert
-------------------------------                  ------------------------------

Alan R. Kleinmaier, Secretary                    Rick Seifert
                                                 ------------------------------
                                                 [Name]

                                                 Director
                                                 ------------------------------
                                                 [Title]
[CORPORATE SEAL]



WITNESS:                                         PARTICIPANT

illegible                                        /s/ Andy Fox           (SEAL)
-----------------------------------             ------------------------------

                                       11
<PAGE>

                                    EXHIBIT A


High Speed Net Solutions, Inc.
[ADDRESS]


Attention:  President

         Re:      Exercise of Nonqualified Stock Option under the High Speed Net
                  Solutions, Inc. 1999 Equity Compensation Plan

Dear Sir:

         Pursuant to the terms and  conditions  of that  certain  High Speed Net
Solutions, Inc. Nonqualified Stock Option Agreement dated ______________________
(the  "Agreement"),  I hereby  provide notice of my desire to exercise the stock
option   evidenced  by  the  Agreement  (the  "Option")  and  thereby   purchase
_________________  shares [MUST BE AT LEAST 100 SHARES OR ANY SMALLER  NUMBER OF
SHARES AS TO WHICH THE OPTION IS VESTED AND  EXERCISABLE] of the common stock of
High Speed Net  Solutions,  Inc.,  and I hereby tender  payment in full for such
shares in accordance with the terms of the Agreement.

         I hereby  reaffirm  that the  representations  and  warranties  made in
section 16 of the  Agreement  are true and correct as of the date of  exercising
this option.

                                                     Very truly yours,



                                                     __________________________
                                                     [Signature]


                                                     __________________________
                                                     [Print Name]



                                                     __________________________
                                                     [Date]