SETTLEMENT AGREEMENT

         This Settlement  Agreement (the  "Agreement") is entered into this 22nd
day of September,  1999, by HIGH SPEED NET SOLUTIONS,  INC. ("HSNS"),  a Florida
corporation,  SUMMUS LTD. ("SUMMUS"), a Delaware corporation,  and PETER ROGINA,
an individual  formerly  employed by HSNS.  HSNS,  SUMMUS and Mr. Rogina will be
referred to collectively as the "Parties."

                                    RECITALS

         A.    Mr. Rogina served as President of HSNS from March 15, 1999, until
April 20, 1999.

         B.    On or  about  March  1,  1999,  HSNS  and  Mr.  Rogina  executed
an Employment and Stock Option  Agreement (the  "Employment  Agreement"),  which
obligates  HSNS to transfer to Mr.  Rogina  certain  stock  options and contains
among others,  provisions  regarding  non-solicitation  and  non-competition and
anti-dilution and adjustment  provisions  regarding the stock options. A copy of
the Employment Agreement is attached hereto as EXHIBIT "A."

         C.       On or about  April 27,  1999,  HSNS  filed a lawsuit  agains
Mr.  Rogina in the United States  District  Court,  Middle  District of Florida,
Orlando  Division,  Case No.  99-513-CIV-ORL-19A  for  breach of the  Employment
Agreement and damages (the "Lawsuit").

         D.       Mr. Rogina has certain claims against  HSNS,  Michael  Cimino,
Myung K. Kim, Bradford Richdale and Richard Seifert, who, at various times were,
or still are, officers, directors or shareholders of HSNS.

         E.       The  Parties  desire to settle  the  Lawsuit  and any and all
other  claims,  causes  of action or  rights  that any of the  parties  may have
against one another.

                              TERMS AND CONDITIONS

         For the mutual promises, representations, covenants and agreements, and
on  the  conditions   set  forth  herein,   and  for  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties respectfully represent, covenant and agree as follows:

         1.       HSNS agrees to pay to Mr. Rogina One-hundred  and Ten Thousand
and no/100  Dollars  ($110,000.00),  payable Sixty  Thousand and no/100  Dollars
($60,000.00)  immediately  upon  execution of this  Agreement,  and  Twenty-Five
Thousand and no/100 Dollars  ($25,000.00) on November 16, 1999, and December 16,
1999.

         2.       If HSNS fails to pay to Mr.  Rogina any payments as  described
in paragraph 1 of this  Agreement,  the entire balance shall become  immediately
payable to Mr. Rogina.
<PAGE>

         3.       SUMMUS guarantees  payment  to  Mr. Rogina  of  all monies due
under this Agreement,  and SUMMUS represents and warrants that it has sufficient
funds to pay the guaranteed amount upon HSNS' default.

         4.       If  HSNS fails to pay to Mr.  Rogina  any monies due and owing
under this Agreement,  an ex parte judgment for the accelerated  balance will be
entered  against HSNS and SUMMUS without further hearing or action by the Court.
SUMMUS hereby consents to the  jurisdiction of the United States District Court,
Middle  District of  Florida,  Orlando  Division,  for the purpose of entry of a
judgment, if HSNS defaults on its obligations under this Agreement.

         5.       Contemporaneously  with the execution of this Agreement,  HSN
shall  execute a General  Release in favor of Mr.  Rogina,  in the form attached
hereto as EXHIBIT "B." The General Release shall include, but not be limited to,
the release of Mr. Rogina's obligations under the non-competition  provisions of
the Employment Agreement.

         6.       Upon payment in full by HSNS to Mr. Rogina,  Mr. Rogina shall
execute a General Release in favor of HSNS, Mr. Cimino,  Mr. Kim, Mr.  Richdale,
Mr. Seifert, and SUMMUS in the form attached hereto as EXHIBIT "C."

         7.       Upon execution of this Agreement by HSNS, HSNS' claims against
Mr.  Rogina shall be released and waived.  Until HSNS has  performed  all of its
obligations  under this Agreement,  HSNS shall hold the Lawsuit in abeyance.  At
such time as all  monies  have been paid and stock  options  transferred  to Mr.
Rogina or the escrow agent,  HSNS shall dismiss the Lawsuit with prejudice.  Mr.
Rogina's right to pursue a counter-claim and third party claim against HSNS, Mr.
Cimino,  Mr.  Richdale  and Mr.  Seifert  shall  not be  waived  until  HSNS has
performed all of its obligations under this Agreement.

         8. Contemporaneously  with the execution of this Agreement,  HSNS shall
issue to Mr. Rogina an option to purchase  Two-Hundred Forty Thousand  (240,000)
shares of common stock of HSNS,  exercisable in whole or in part for a period of
five (5) years  from the date of  issuance,  subject  to the terms  hereof.  Two
Hundred Thousand  (200,000) shares subject to the option shall be subject to the
provisions of the Employment Agreement and Annex "A" of the Employment Agreement
relating to the anti-dilution  language,  audit ability,  and strike price as is
set forth therein.  The  anti-dilution  provision  shall be limited to twice the
amount of the anti-diluted  options or Four Hundred Thousand  (400,000)  shares.
The remaining  Forty-Thousand  (40,000)  stock options shall be  exercisable  in
whole or on part on or after  July 1, 2000,  and within  five (5) years from the
date hereof, at the same strike price as set forth in the Employment  Agreement.
Ten (10) business days after receipt of a written request from Mr. Rogina,  HSNS
shall  provide all  documentation  and  evidence  of the number of  anti-diluted
shares that Mr. Rogina is entitled to under this  Agreement.  HSNS shall reserve
shares for issuance upon exercise of the option. Within five (5) days after HSNS
receives notice of exercise, together with the option exercise price, HSNS shall
deliver the shares to Mr. Rogina and/or his designee.

         9. The Parties shall hold  confidential  and not disclose to any person
or entity the facts underlying this Settlement, its terms, any information about
the facts or  circumstances  regarding  the  allegations  of the Lawsuit and the
<PAGE>

allegations referenced in paragraph D of this Agreement,  except as necessary to
report  information for tax purposes to the federal  government,  at which point
the Parties may disclose to their counsel and  accountants the fact and terms of
this  Agreement  only,  or except as may be required by law,  including  but not
limited  to  all  applicable  rules,  regulations  and  interpretations  of  the
Securities and Exchange Commission.

         10. If any of the parties receive any form of question or inquiry about
(i) the Lawsuit,  (ii) the disputes  between the Parties,  (iii) the allegations
referred in paragraph D of this Agreement,  or (iv) the settlement  contemplated
in this  Agreement,  the party to whom such  question  or inquiry is posed shall
make the following  statement (using these words or words to the same effect) as
the sole response to such question or inquiry:

         "I am not at liberty to discuss it."

         11.  No party  to this  Agreement  shall  publish  false or  defamatory
statements  about any other  party of this  Agreements  or about the  directors,
officers, employees, goods and services of such party.

         12.  HSNS  represents  that it has  full  corporate  authority  and the
necessary  corporate  approval to enter into and perform HSNS' obligations under
this Agreement and that this Agreement shall apply to all  affiliates,  parents,
subsidiaries,  and divisions of HSNS. This Agreement shall be binding upon HSNS'
successors,  assigns and any entity that  purchases  substantially  all of HSNS'
assets or stock, including SUMMUS.

         13. This Agreement  represents the entire agreement between the parties
and may not be altered or  modified,  except in  writing,  duly  executed by all
parties to this Agreement.

         14. The  laws  of  the State of  Florida shall apply to this Agreement.

         15. In the event of any dispute or litigation between the parties,  the
prevailing  party shall be entitled  to recover his cost of suit,  expenses  and
attorneys' fees.

         16. Each party  hereto  agrees to perform all further acts and execute,
acknowledge,  and  deliver  any  documents  which may be  reasonably  necessary,
appropriate or desirable to carry out the provisions of this Agreement.

         17.      This Agreement may be executed by facsimile,  and in  counter-
parts, all of which shall be construed together as a single instrument.



<PAGE>

                                                  HIGH SPEED NET SOLUTIONS, INC.



                                                 By: /s/ Andrew Fox
                                                     Its: CEO & President

STATE OF NORTH CAROLINA


COUNTY OF WAKE


         I HEREBY  CERTIFY,  that on this day personally  appeared before me, an
office duly authorized to administer oaths and take acknowledgments,  Andrew, of
HIGH  SPEED  NET  SOLUTIONS,  INC.,  on behalf of the  corporation,  he/she,  is
personally  known to me or  produced a driver's  license as  identification  and
executed the  foregoing  Settlement  Agreement and  acknowledged  before me that
he/she executed the same for the purposes therein expressed.

         IN WITNESS  WHEREOF,  I have  hereunto set my hand and official seal at
said County and State, this the 7th day of January, 2000.

                                        NOTARY PUBLIC


                                        Sign: /s/ Livia J. Miranda
                                        Print: Livia J. Miranda
                                               State of North Carolina at Large
                                        My Commission expires:  3-24-2001


<PAGE>
                                        PETER ROGINA

                                        /s/ Peter R. Rogina

STATE OF NEW JERSEY

COUNTY OF SOMERSET

         I HEREBY  CERTIFY,  that on this day personally  appeared before me, an
officer duly  authorized to  administer  oaths and take  acknowledgments,  Peter
Rogina.  He is  personally  known  to me  or  produced  a  driver's  license  as
identification and executed the foregoing  Settlement Agreement and acknowledged
before me that he executed the same for the purposes therein expressed.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal at said County and State, this 22nd day of September, 2000.

                           NOTARY PUBLIC


                           Sign: /s/ Almomen Zagha
                           Print: ALMOMEN ZAGHA
                                 State of California at Large
                           My Commission expires: Almomen Zagha
                                                  Commission # 1168075
                                                  Notary Public - California
                                                  San Francisco County
                                                  My Comm. Expires Jan 6, 2002

<PAGE>


                                          SUMMUS LTD.



                                          By: /s/ William B. Silvernail
                                          Its: CEO

STATE OF NORTH CAROLINA

COUNTY OF WAKE

         I HEREBY  CERTIFY,  that on this day personally  appeared before me, an
officer duly authorized to administer oaths and take acknowledgments, William B.
Silvernail,  who is  personally  known to me or  produced a driver's  license as
identification and executed the foregoing  Settlement Agreement and acknowledged
before me that he executed the same for the purposes therein expressed.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal at said County and State, this 7th day of January, 2000.

                                      NOTARY PUBLIC


                                     Sign: /S/ LIVIA J. MIRANDA
                                     Print: LIVIA J. MIRANDA
                                           State of North Carolina at Large
                                     My Commission expires:  3-24-2001