Exhibit 10.5



High Speed Net Solutions, Inc.

To:       Barry Johnson

Date:    June 7, 2001

Re:       Your Employment with High Speed Net Solutions, Inc. d/b/a Summus

Barry:

I am pleased to offer you the full-time position of Vice-President of
Products at High Speed Net Solutions, Inc.  d/b/a/ Summus (the Company or HSNS), in
Raleigh, NC reporting to Gary Ban, Chief Operating Officer.

Here are the details of the offer:

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|1. |  | Title:               |  | VP of Products
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|2. |  | Annual Salary:       |  | $135,000      
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|3. |  | Semimonthly Payment: |  | $5,625.00     
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|4. |  | Car Allowance:       |  | $600 / mo.    



|5. |  | Stock Options: As a full time regular employee, you will be eligible to
receive 200,000 stock options that vest quarterly over a three (3) year
period. The strike price of one-third of the options will be at a 50%
discount to market price, the remaining two-thirds will be at a 25%
discount to market price. Market price is set at $3.00 / share. All
options are subject to the approval of the Board of Directors. The shares
issuable upon exercise of the options will be subject to any agreement in
effect between you and the Company at the time of exercise.
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|6. |  | Location of Employment: Your place of employment will be 434
Fayetteville Street Mall, Suite 600, Raleigh, North Carolina 27601. It is
anticipated that you will commute to Raleigh for a period of at least 90
days but no longer than 180 days. Temporary housing will be provided for
180 days and re-evaluated after 120 days for possible extension.
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|7. |  | Non-competition, Confidentiality and Assignment of Invention Provisions:
You will be required to sign a Non-competition, Confidentiality and
Assignment of Inventions Agreement, which is required for all employees of
the Company having significant duties.                                                                                           
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|8. |  | Benefits: You will be entitled to the other benefits generally available
to full-time employees of the Company from time to time. Currently, these
benefits include:                                                                                                                                                                                     



| | a) |  | Vacation Policy: You will be entitled to three (3) weeks (or
fifteen calendar days) of vacation time annually. Your vacation is
accrued throughout the calendar year but is available to you upon
your date of hire (pro-rated portion of annual vacation time) and
the start of each calendar year following.                                                     
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| | b) |  | You will be provided six (6) sick/personal days per calendar
year. These days can be used for personal or family illness, death
of a family member, or to attend to personal business.
Sick/personal days cannot be carried forward or used in lieu of
vacation time. Absence due to illness extending beyond six (6) days
must be supported by a physicians note.
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| | c) |  | Health & Dental Insurance: The Company pays 100% of your
premium for health insurance and dental insurance for you and your
family (qualified dependents). The current insurance plan is with
Blue Cross Blue Shield of North Carolina. As a resident of Illinois
you will utilize the BCBS network for the state of Illinois.                                     
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| | d) |  | Vision Insurance: The Company pays 100% of your premium for a
vision insurance plan through Vision Service Plan.                                                                                                                                                                                                                                                   
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| | e) |  | Life Insurance: A life insurance policy is provided by the
Company for you in the amount of $25,000.                                                                                                                                                                                                                                                               
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| | f) |  | Short-term and Long-term Disability Protection: Beginning on
the 16th day of an absence due to injury or sickness, the Company
will provide income replacement for 100% of your base salary through
60 days of absence, and then 80% from 60 to 90 days. Following 90
days, a long-term disability insurance plan pays 66-2/3% of your
salary.                     
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| | g) |  | 401(k) Retirement Plan: You are eligible to contribute upon
employment to the Company 401(k) plan. You may defer from                                                                                                                                                                                                                                              





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| |    |  | 1% - 15% of your salary, within IRS maximum guidelines. The Company will match 50%
of the first 4% of your salary contribution. Company matching
contributions vest over four years.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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| | h) |  | Performance Bonus Program: You will be eligible to receive
up to 100% (a target set annually) of your annual salary based on
specified company and individual performance goals jointly defined
by you and your supervisor. Your performance goals will be
established within the first two weeks of your employment. The
bonus will be paid after receipt of the audited fiscal year-end
financial statements of the Company certified by its CPAs. Bonus
plans and payout are subject to Board approval and may consist of
cash, options or a combination of both. Your bonus for the first
year will be prorated based on months of service.
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| | i) |  | Sign on bonus: You will receive a sign on bonus consisting
of 10,000 options at a strike price of $.50. These options will
vest monthly over the next 180 days. All options are subject to the
approval of the Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                             
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| | j) |  | Relocation: After a period of 90 days, the Company will
evaluate the cost to move you and your family to North Carolina.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



|9.  |  | This agreement is made with the understanding that this does not
constitute a guarantee of employment and is an offer for at-will
employment. Conditions of employment are subject to change. Details
regarding benefits coverage are available in the plan documents in Human
Resources.
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|10. |  | Start Date: Your start date is tentatively set for Tuesday, June 12,
2001. The offer will remain in effect for a period of ten days. Please
sign and return this agreement to me, via fax is acceptable at
919-807-5604.                                                                 

Sincerely,

Gary E. Ban

/s/ Gary E. BanChief Operating Officer

ACCEPTED AND AGREED:



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|/s/ Barry J. Johnson    Barry J. Johnson
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|Date:    June 7, 2001                   
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