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                                                                   Exhibit 10.34


                            STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE AGREEMENT is made as of the _______ day of
September, 2000 (the "Effective Date"), by and between DIAL2G0, INC., a Delaware
corporation (the "Corporation"), and the individual or entity set forth on the
signature line hereto (the "Investor").

                                   WITNESSETH:

         WHEREAS, the Corporation desires to issue and the Investor desires to
acquire shares of stock of the Corporation as herein described, on the terms and
conditions hereinafter set forth.

         NOW, THEREFORE, IT IS AGREED between the parties as follows:

         1. Number of Shares and Price Per Share. For the consideration set
forth on Exhibit A hereto, the Corporation agrees to grant to the Investor such
number of shares of the Corporation's Common Stock (the "Stock") as are set
forth on Exhibit A hereto.

         2. Right of First Refusal. Before any shares of Stock registered in the
name of the Investor may be sold or transferred (including transfer by operation
of law) other than as set forth in Section 2(e) below, such shares shall first
be offered to the Corporation, which will have the right to purchase all or any
part of the shares proposed to be transferred ("Right of First Refusal"), in the
following manner:

         (a)      The Investor or his legal representative shall first give
                  written notice (the "Transfer Notice") of any proposed
                  transfer to the Corporation. The Transfer Notice shall
                  describe the price and terms and conditions offered by the
                  bona fide prospective purchaser. The Corporation shall have
                  ten (10) days from the date of any such notice to exercise its
                  right of first refusal under this Section 2 for the price and
                  upon the terms specified in the Transfer Notice by giving
                  written notice to Investor and stating therein the quantity of
                  the Investor's shares proposed to be transferred to be
                  purchased by the Corporation.

         (b)      If the Corporation fails to exercise in full the Right of
                  First Refusal within ten (10) days from the date the Transfer
                  Notice is delivered to the Corporation, the Investor may, not
                  later than one hundred eighty (180) days following delivery to
                  the Corporation of the Transfer Notice, conclude a transfer of
                  the shares of Stock subject to the Transfer Notice which have
                  not been purchased by the Corporation pursuant to exercise of
                  the

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                  Right of First Refusal on the terms and conditions described
                  in the Transfer Notice. Any proposed transfer on terms and
                  conditions different from those described in the Transfer
                  Notice, as well as any subsequent proposed transfer by the
                  Investor, shall again be subject to the Right of First Refusal
                  and shall require compliance by the Investor with the
                  procedure described in this Section 2. If the Corporation
                  exercises the Right of First Refusal, the parties shall
                  consummate the sale of shares of Stock on the terms set forth
                  in the Transfer Notice by thirty (30) days after the delivery
                  of the Transfer Notice to the Corporation as provided in
                  Section 2(b) above); provided, however, in the event the
                  Transfer Notice provides for the payment for the shares of
                  Stock other than in cash, the Corporation shall have the
                  option of paying for the shares of Stock in cash equal to the
                  fair market value of the consideration described in the
                  Transfer Notice.

         (c)      Condition to Transfer. All transferees of shares of Stock or
                  any interest therein other than the Corporation shall be
                  required as a condition of such transfer to agree in writing
                  (in a form satisfactory to the Corporation) that they will
                  receive and hold such shares of Stock or interests subject to
                  the provisions of this Agreement, including the Right of First
                  Refusal.

         (d)      Termination of Rights. The Right of First Refusal shall
                  terminate upon the effectiveness of a registration statement
                  for the sale of the Corporation's shares of Common Stock in a
                  firm commitment underwritten public offering registered under
                  the Act in which the Corporation receives proceeds (net of
                  underwriting commissions and discounts) of at least
                  $10,000,000 (a "Qualified IPO").

         (e)      Limitation on Right. Notwithstanding the foregoing, the Right
                  of First Refusal set forth in Section 2 shall not apply to any
                  transfer to (i) a member of Investor's "Immediate Family"
                  (defined to include his parents, children, grandchildren,
                  spouse, siblings, the children of siblings, first cousins, and
                  his spouse's first cousins, nieces or nephews), (ii) a trust
                  established by the Investor for the benefit of himself or his
                  Immediate Family, or a corporation, partnership, limited
                  liability company or other entity controlled by any of the
                  foregoing, (iii) any shareholder, officer, member, manager,
                  director or employee of Investor and

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                  any shareholder, officer, director, employee, partner, member
                  of other owner of any of them, or (iv) any person who
                  controls, is controlled by or is under common control with
                  Investor or who is an affiliate of Investor (each of the
                  foregoing, a "Permitted Transferee"); provided that in any
                  case any such Permitted Transferee shall agree in writing (in
                  a form satisfactory to the Corporation) to take the shares of
                  Stock subject to all the terms of this Agreement, including
                  the Right of First Refusal.

         3. "Market Stand-Off" Agreement. Investor hereby agrees that, during
the period of duration (not to exceed 180 days) specified by the Corporation and
an underwriter of common stock or other securities of the Corporation following
the effective date of a registration statement of the Corporation filed under
the Securities Act of 1933, as amended (the "Act"), he shall not, to the extent
requested by the Corporation and such underwriter, directly or indirectly sell,
offer to sell, contract to sell (including, without limitation, any short sale),
grant any option to purchase, pledge or otherwise transfer or dispose of (other
than to donees who agree to be similarly bound) the shares of Stock at any time
during such period except shares of Stock included in such registration;
provided, however, that such agreement shall not be required unless all officers
and directors and key employees of the Corporation enter into similar
agreements.

         4. Legends. All certificates representing any shares of Stock subject
to the provisions of this Agreement shall have endorsed thereon the following
legends:

         "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF
         FIRST REFUSAL IN FAVOR OF THE CORPORATION OR ITS ASSIGNEE SET FORTH IN
         AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, OR HIS
         OR HER PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE
         PRINCIPAL OFFICE OF THIS CORPORATION."

         "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
         TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE
         REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE
         SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE
         CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE
         SECURITIES REASONABLY SATISFACTORY
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                  TO THE CORPORATION, STATING THAT SUCH SALE, TRANSFER,
                  ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION
                  AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT."

         5. Warranties and Representations. In connection with the proposed
purchase of the Stock, Investor hereby agrees, represents and warrants as
follows:

         (a)      Investor is purchasing the Stock solely for his own account
                  for investment and not with a view to, or for resale in
                  connection with, any distribution thereof within the meaning
                  of the Act. Investor further represents that he does not have
                  any present intention of selling, offering to sell or
                  otherwise disposing of or distributing the Stock or any
                  portion thereof, and that the entire legal and beneficial
                  interest of the Stock he is purchasing is being purchased for,
                  and will be held for the account of, the Investor only and
                  neither in whole nor in part for any other person.

         (b)      Investor is aware of the Corporation's business affairs and
                  financial condition and has acquired sufficient information
                  about the Corporation to reach an informed and knowledgeable
                  decision to acquire the Stock. Investor further represents and
                  warrants that he has discussed the Corporation and its plans,
                  operations and financial condition with its officers, has
                  received, to his knowledge all such information as he deems
                  necessary and appropriate to enable his to evaluate the
                  financial risk inherent in making an investment in the Stock
                  and, to his knowledge, has received satisfactory and complete
                  information concerning the business and financial condition of
                  the Corporation in response to all inquiries in respect
                  thereof.

         (c)      Investor realizes that his purchase of the Stock will be a
                  highly speculative investment, and he is able, without
                  impairing his financial condition, to hold the Stock for an
                  indefinite period of time and to suffer a complete loss on his
                  investment.

         (d)      The Corporation has disclosed to Investor that:

                  (i)      The sale of the Stock has not been registered under
                           the Act, and the Stock must be held indefinitely
                           unless a transfer of it is subsequently registered
                           under the Act or an exemption
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                           from such registration is available, and that the
                           Corporation is under no obligation to register the
                           Stock;

                  (ii)     The Corporation will make a notation in its records
                           of the aforementioned restrictions on transfer and
                           legends.

         (e)      Investor is aware of the provisions of Rule 144, promulgated
                  under the Act, which, in substance, permits limited public
                  resale of "restricted securities" acquired, directly or
                  indirectly, from the issuer thereof (or an affiliate of such
                  issuer), in a non-public offering subject to the satisfaction
                  of certain conditions. Investor represents that he understands
                  that in the event all of the requirements of Rule 144 are not
                  satisfied, registration under the Act or compliance with an
                  exemption from registration will be required, and that,
                  notwithstanding the fact that Rule 144 is not exclusive, the
                  staff of the SEC has expressed its opinion that persons
                  proposing to sell private placement securities other than in a
                  registered offering and otherwise than pursuant to Rule 144
                  will have a substantial burden of proof in establishing that
                  an exemption from registration is available for such offers or
                  sales, and that such persons and their respective brokers who
                  participate in such transactions do so at their own risk.

         (f)      Without in any way limiting the Investor's representations and
                  warranties set forth above, Investor further agrees that he
                  shall in no event make any disposition of all or any portion
                  of the Stock which he is purchasing unless and until:

                  (i)      There is then in effect a Registration Statement
                           under the Act covering such proposed disposition and
                           such disposition is made in accordance with said
                           Registration Statement; or

                  (ii)     Investor shall have (1) notified the Corporation of
                           the proposed disposition and furnished the
                           Corporation with a detailed statement of the
                           circumstances surrounding the proposed disposition,
                           and (2) furnished the Corporation with an opinion of
                           his own counsel to the effect that such disposition
                           will not require registration of such shares under
                           the Act, and such opinion of his counsel shall have
                           been concurred in by counsel for the Corporation and
                           the Corporation shall have advised the Investor of
                           such concurrence.
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                  Notwithstanding the provisions of paragraphs (i) and (ii)
                  above, no such registration statement or opinion of counsel
                  shall be required: (i) for any transfer of shares of the Stock
                  in compliance with SEC Rule 144(k), (ii) for any transfer of
                  shares of the Stock by Investor to a Permitted Transferee. It
                  is agreed that the Corporation will not require opinion of
                  counsel for transactions made pursuant to Rule 144 except in
                  unusual circumstances.

         6. Transfers in Violation of Agreement. The Corporation shall not be
required (i) to transfer on its books any shares of Stock of the Corporation
which shall have been sold or transferred in violation of any of the provisions,
set forth in this Agreement or (ii) to treat as owner of such shares or to
accord the right to vote as such owner or to pay dividends to any transferee to
whom such shares shall have been so transferred.

         7. Registration Rights. If at any time or times after the date hereof,
the Corporation shall grant to a subsequent purchaser or purchasers of the
Corporation's equity securities or securities convertible into equity securities
in a financing or series of financings in which the Corporation receives at
least $500,000 piggyback registration rights, the Corporation will grant the
piggyback registration rights to the Investor with respect to the Stock (and any
shares of the Corporation's equity securities issued to Investor in a stock
dividend, stock split or similar event or recapitalization, merger,
consolidations or other reorganizations) on the same terms and conditions
(including, but not limited to, priority as to cut-back rights) as granted to
the subsequent purchaser or purchasers.

         8. Rights of First Refusal

            (a)  Certain Definitions. As used in this Section 8:

                 (i)       The term "New Securities" shall mean any capital
                           stock of the Corporation, whether now authorized or
                           not, and rights, options or warrants to purchase
                           capital stock, and securities of any type whatsoever
                           that are, or may become, convertible into capital
                           stock; provided that the term "New Securities" does
                           not include: (i) the Stock; (ii) securities issued
                           pursuant to the acquisition of another corporation or
                           business entity by the Corporation or one or more of
                           its wholly owned subsidiaries by merger,
                           consolidation, share exchange, purchase of
                           substantially all the assets or other reorganization
                           whereby the shareholders of the Corporation
                           immediately prior to the transaction own in the
                           aggregate more than 50% of the voting power of the
                           Corporation or other surviving entity after the
                           transaction; (iii) shares of Common Stock, and
                           options, warrants or rights convertible
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                           into such Common Stock, issued to employees,
                           consultants or directors of the Corporation pursuant
                           to any equity compensation plan approved by the Board
                           of Directors and shareholders of the Corporation; or
                           (v) securities issued pursuant to any stock dividend,
                           stock split, combination or other reclassification by
                           the Corporation of any of its capital stock.

                  (ii)     The term "Pro Rata Share" means the ratio (A) the
                           numerator of which is the number of shares of Common
                           Stock held by the Investor, on the date of the
                           Corporation's written notice pursuant to Section 8(d)
                           hereof, and (B) the denominator of which is the
                           number of shares of Common Stock outstanding,
                           assuming for this purpose conversion of exercise of
                           all securities convertible into or exercisable for
                           Common Stock of the Corporation.

                  (b)      Investor's Right of First Refusal. The Corporation
                           hereby grants to Investor, subject to the terms and
                           conditions specified in this Section 8, the right of
                           first refusal to purchase, on the terms and
                           conditions set forth in the Corporation's notice
                           pursuant to Section 8(c) hereof, up to its Pro Rata
                           Share of all New Securities that the Corporation may,
                           from time to time, propose to sell and issue.

                  (c)      Required Notices. In the event the Corporation
                           proposes to undertake an issuance of New Securities,
                           it shall give Investor written notice of its
                           intention, describing the type of New Securities, the
                           price and other material terms upon which the
                           Corporation proposes to issue the same. Investor
                           shall have 10 days from the date of any such notice
                           to exercise its right of first refusal under Section
                           8(b) hereof for the price and upon the terms
                           specified in the notice by giving written notice to
                           the Corporation and stating therein the quantity of
                           New Securities to be purchased.

                  (d)      Corporation's Right to Sell. The Corporation shall
                           have 180 days after the 10-day period described in
                           Section 8(c) hereof to sell all such New Securities
                           respecting which the Investor's rights of first
                           refusal hereunder were not exercised, at a price and
                           upon terms no more favorable in any material respect
                           to the purchasers thereof than specified in the
                           Corporation's notice. In
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                           the event the Corporation has not sold all such New
                           Securities within such 180-day period, the
                           Corporation shall not thereafter issue or sell any
                           New Securities without first notifying the Investor
                           in the manner provided herein.

                  (e)      Expiration of Right. The rights of first refusal
                           granted under this Section 8 shall not apply to, and
                           shall expire upon a Qualified IPO.

         9. Receipt of Business Plan. By its execution of this Agreement,
Investor acknowledges receipt of a copy of the Corporation's Business Plan
attached hereto as Exhibit B.

         10. Further Instruments. The parties agree to execute such further
instruments and to take such further action as may reasonably be necessary to
carry out the intent of this Agreement.


         11. Notice. Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given upon personal delivery or upon
deposit in the United States Post Office, by registered or certified mail with
postage and fees prepaid or by recognized overnight courier addressed to the
other party hereto at the address hereinafter shown below his signature or at
such other address as such party may designate by ten (10) days' advance written
notice to the other party hereto.

         12. Successors and Assigns. This Agreement shall inure to the benefit
of the successors and assigns of the Corporation and, subject to the
restrictions on transfer herein set forth, be binding upon Investor, his heirs,
executors, administrators, successors and assigns.

         13. Entire Agreement; Amendments. This Agreement shall be construed
under the laws of the State of Delaware and constitutes the entire agreement of
the parties with respect to the subject matter hereof superseding all prior
written or oral agreements, and no amendment or addition hereto shall be deemed
effective unless agreed to in writing by the parties hereto.

         14. Right to Specific Performance. Investor agrees that the Corporation
shall be entitled to a decree of specific performance of the terms hereof or an
injunction restraining violation of this Agreement, said right to be in addition
to any other remedies available to the Corporation.

         15. Separability. If any provision of this Agreement is held by a court
of competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions shall nevertheless continue in full force and effect without being
impaired or
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invalidated in any way and shall be construed in accordance with the
purposes and tenor and effect of this Agreement.

         16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall be deemed to be one and the same instrument.


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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

"INVESTOR"                                 "CORPORATION"

HIGH SPEED NETWORK SOLUTIONS, INC.         DIAL2G0, INC.


By: /s/ Andy Fox                          By: /s/ Sung B. Lee
   _________________________________         _________________________________
                                             Sung B. Lee, President
Address: 434 Fayetteville Street Mall
Suite 2120
Raleigh, North Carolina  27601