Exhibit 10.6

High Speed Net Solutions, Inc. d/b/a Summus

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT is made this June 15th day of June, 2001, by and
between High Speed Net Solutions, Inc. d/b/a Summus., a Florida corporation, with its
principal place of business at 434 Fayetteville Street Mall, Suite 600,
Raleigh, North Carolina, 27601 (Corporation) and John Maxwell, individually,
with his principal place of business at
(Consultant).

BACKGROUND

The Corporation is engaged in the development, licensing, and marketing of
proprietary computer software. Consultant has expertise and experience in the
areas listed in Exhibit A attached hereto and desires to consult with the
Corporation in its area of expertise. Based on Consultants experience, the
Corporation desires to retain the services of Consultant and Consultant desires
to render such services on the terms and conditions set forth below.

IN CONSIDERATION of the foregoing and of the mutual covenants herein
contained, the parties, intending to be legally bound, agree as follows:

1.     Retention. The Corporation hereby retains Consultant, and Consultant
hereby agrees to render consulting services to the Corporation, upon the terms
and conditions set forth herein.

2.     Duties. Consultant covenants and agrees that it will, as an
independent contractor, perform all services as set forth in Exhibit A attached
hereto.

3.     Independent Contractor Status. The parties recognize that Consultant
is an independent contractor and not an employee, agent, partner, joint
venturer, covenantor, or representative of the Corporation and that the
Corporation will not incur any liability as the result of Consultants actions.
Consultant shall at all times represent and disclose that it is an independent
contractor of the Corporation and shall not represent to any third party that
Consultant is an employee, agent, covenantor, or representative of the
Corporation. The Corporation shall not withhold any funds from Consultant for
tax or other governmental purposes, and Consultant shall be responsible for the
payment of same or Consultant shall be considered to be a casual employee of
the Corporation and as such the Corporation shall withhold all required taxes
from Consultants compensation. Consultant shall not be entitled to receive any
employment benefits offered to employees of the Corporation, including workers
compensation insurance coverage. The Corporation shall not exercise control
over Consultant.

4.     Compensation. The Corporation shall pay to Consultant, as compensation
for the services to be rendered, the amount set forth in Exhibit B attached
hereto.

5.     Term. This Agreement shall commence on the date first written above
and shall continue on a month to month basis, unless otherwise terminated as
provided herein.

6.     Termination. Notwithstanding Paragraph 5 of this Agreement, the
Corporation may immediately terminate Consultant for cause without prior
notice.

7.     Nondisclosure.
Consultant shall be required to sign the Corporations
standard non-disclosure and confidentiality agreements prior to starting
consulting engagement. In addition, Consultant shall ensure that Consultants
employees, officers, directors, agents, and representatives shall execute
similar agreements protecting the Corporations proprietary information and
agree to be bound by the terms and conditions contained therein.

8.     Records; Record Keeping. Consultant shall keep and maintain complete
written records of all work or research done or carried out by Consultant.
These records shall be works made for hire, and shall remain the exclusive
property of the Corporation, and shall be maintained and remain at the
Corporations offices. Consultant may keep one (1) copy of these records in
Consultants files solely for references purposes,
provided that all trade
secrets and proprietary information belonging to the Corporation are sanitized
from such copy.

9.     Rights to Work. The parties acknowledge that any work performed by
Consultant for the Corporation is being created at the insistence of the
Corporation and shall be deemed work made for hire under the U.S. copyright
law. The Corporation shall have the right to use the whole work, any part of
parts thereof, or none of the work, as it sees fit. The Corporation may alter
the work, add to it, or combine it with any other work or works, at its sole
discretion. Notwithstanding the foregoing, all original material submitted by
Consultant as part of the work or as part of the process of creating the work,
including, but not limited to, programs, listings, printouts,





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High Speed Net Solutions, Inc. d/b/a Summus

documentation, notes, flow charts, and programming
aids, shall be the property of the Corporation whether or not the Corporation uses
such material. No rights are reserved by Consultant.

All programs, specifications, documentation, and all other technical
information prepared by Consultant in connection with the performance of its
services hereunder will become and remain the Corporations sole property.
Title to all material and documentation, including, but not limited to, systems
specifications, furnished by the Corporation to Consultant or delivered by the
Corporation into the Consultants possession shall remain with the Corporation.
Consultant shall immediately return all such material or documentation within
seven days of any request by the Corporation or upon the termination or
conclusion of this Agreement, whichever occurs first.

Consultant hereby grants, assigns and conveys to the Corporation all
right, title, and interest in and to all inventions, works of authorship and
other proprietary data, and all other materials (as well as the copyrights,
patents, trade secrets, and similar rights attendant hereto) conceived, reduced
to practice, authored, developed, or delivered by Consultant or its employees,
agents, consultants, contractors, and representatives under this Agreement.

Consultants obligations under this Agreement shall survive expiration or
termination of this Agreement and any amendments thereto.

During and after the term of this Agreement, Consultant will cooperate
fully in obtaining patent and other proprietary protection for the materials,
products, and documentation produced by Consultant under this Agreement, all in
the name of the Corporation and at the Corporations cost and expense, and,
without limitation, shall execute and deliver all requested applications,
assignments, and other documents, and take such other measures as the
Corporation shall reasonably request, in order to perfect and enforce the
Corporations rights in the materials, products, and documentation. Consultant
appoints the Corporation or its attorney to execute and deliver any such
documents on Consultants behalf in the event Consultant fails to do so.

10. Export Regulations. Consultant acknowledges its obligations to
control access to technical data under the U.S. export laws and regulations and
agrees to adhere to such laws and regulations with regard to any technical data
received under this Agreement.

11. Adherence to Laws. Consultant agrees that in carrying out its duties
and responsibilities under this Agreement, it will neither undertake nor cause,
nor permit to be undertaken, any activity which either (i) is illegal under any
laws, decrees, rules, or regulations in effect in either the United States or
foreign country if applicable; or (ii) would have the effect of causing the
Corporation to be in violation of any laws, decrees, rules, or regulations in
effect in either the United States or foreign country, if applicable.

12.Indemnification. Consultant shall defend, indemnify, and hold
harmless the Corporation and its officers, directors, employees, agents,
parent, subsidiaries, and other affiliates, from and against any and all
damages, costs, liability, and expense, whatsoever (including attorneys fees
and related disbursements) incurred by reason of (a) any failure by Consultant
to perform any covenant or agreement of Consultant set forth herein; or (b) the
death or injury to any individual, or damage to or loss of the Corporation
property or the property of the Corporations client due to the negligence
and/or willful acts of Consultant or Consultants personnel. the Corporation
shall have the right of offset against fees or commissions due the Consultant
under this Agreement in the amount of any indemnification which the Corporation
is entitled under this Paragraph.

13.Assignment; Amendment. This Agreement is not assignable by either
Consultant or the Corporation without the consent of the other party except
that the Corporation may assign this Agreement to an affiliate of the
Corporation upon written notice to Consultant. No alteration, modification,
amendment, or other change of this Agreement shall be binding on the parties
unless in writing, approved and executed by Consultant and an executive officer
of the Corporation.





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High Speed Net Solutions, Inc. d/b/a Summus

14. Notices. Any notice or other communication pursuant to this Agreement
shall be in writing and shall be deemed to have been fully given upon receipt
to the following addresses or such other addresses as the parties may provide
in writing to the other from time to time:

|                                                                                                                |  |       |  |                  
|--------------------------------------------------------------------------------------------------------------- |  | ----- |  | -----------------
|If to the Corporation:                                                                                          |  |       |  | If to Consultant:
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|High Speed Net Solutions d/b/a/ Summus
434 Fayetteville Street Mall,
Suite 600
Raleigh, NC 27601
Attn: Gary Ban |  | Attn: |  |                  
|                                                                                                                |  |       |  |                  

15. Governing Law. This Agreement shall be construed in accordance with
the internal laws of the state of North Carolina, excluding its principles of
conflicts of laws. The parties hereto agree that any action related to this
Agreement shall be venued solely in the county, state, and federal courts
sitting in Raleigh, North Carolina (or closest to Raleigh, NC) and the parties
hereby irrevocably commit to the jurisdiction of the said courts.

16. Invalidity. The terms of this Agreement shall be severable so that if
any term, clause, or provision hereof shall be deemed invalid or unenforceable
for any reason, such invalidity or unenforceability shall not affect the
remaining terms, clauses, and provisions hereof, the parties intending that if
any such term, clause, or provision were held to be invalid prior to the
execution hereof, they would have executed an agreement containing all the
remaining terms, clauses, and provisions of this Agreement.

17. Waiver of Breach. The waiver by either party hereto of any breach of
the terms and conditions hereof will not be considered a modification of any
provision, nor shall such a waiver act to bar the enforcement of any subsequent
breach.

18. Corporation Property. All the Corporation property in the possession
or control of Consultant including, but not limited to specifications,
documentation, source code, magnetic media, and building entry keys and cards,
as well as all material developed or derived by Consultant in performing its
duties under this Agreement will be returned by Consultant to the Corporation
on demand, or at the termination of this Agreement whichever shall come first.

19. Time of the Essence. Time is of the essence in the performance of
Consultants duties under this Agreement.

20. Entire Agreement. Except for the Proprietary Information Agreement
referenced in Paragraph 7 this Agreement shall constitute the entire agreement
between the parties hereto and replaces and supersedes all prior agreements,
written and oral, relating to the subject matter hereof, between the parties to
this Agreement.

IN
WITNESS WHEREOF, the parties have executed this Agreement under seal
effective the date first written above.

|                                                 |     |                                      |  | 
|------------------------------------------------ | --- | ------------------------------------ |  | 
|High Speed Net Solutions, Inc. d/b/a Summus      |     | Consultant                           |  | 
|                                                 |     |                                      |  | 
|By: /s/ Gary Ban                                 | By: | /s/ John Maxwell                     |  | 
|Name: Gary Ban    Title: Chief Operating Officer |     | John Maxwell                         |  | 
|                                                 |     | Fed. Tax Id. No./Social Security No: |  | 
|                                                 |     |                                      |  | 





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High Speed Net Solutions, Inc.  d/b/a Summus

EXHIBIT A
 
Duties of Consultant

Consultant is retained to perform the duties consistent with his expertise
in the areas of Marketing

Consultant shall, upon the request of the Corporation, perform the
following tasks to the satisfaction of the Corporation:

Work Description

Perform a detailed market analysis for wireless & mobile multi media
applications that represent compelling opportunities for HSNS/Summus. The
market analysis will yield a documented strong market hypothesis that
describes the target market(s) for the BLUEFUEL family of products. It will
also consider the key market needs and overall market potential (timing and
size). The analysis will be completed through ongoing collaboration with
the
Summus technical team to balance the market opportunities with the technical
feasibility and capabilities.

Participate with the HSNS/Summus team in the development of the PD (Product
Description) and future roadmap for 1) the enabling multimedia platform
architecture as well as 2) the specific BLUEFUEL product
offerings. Consultants
primary focus in this effort will be to provide analyses and insights from a
target market perspective. He will also help the team evaluate tradeoff
and
priority decisions that arise.





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High Speed Net Solutions, Inc. d/b/a Summus

EXHIBIT B
 
Compensation

The
Corporation shall pay to Consultant, as compensation for the services
to be rendered, the fixed sum of $11,500 per month. Payments to be made on a
semi-monthly basis consist with HSNS payroll dates.

Consultant shall not be reimbursed by the Corporation for Consultants
expenses, unless such expenses are incurred under the authorization from the
Corporation. Expenses for hotel, airfare and car rental shall be considered
authorized for commuting from Consultants residence and Raleigh, NC. Meals
while working in Raleigh are not covered unless authorized by the
Corporation.

Consultant will be required to submit a expense report for approval. Once
approved, expenses will be paid within the Corporations expense report payment
cycle of two weeks.

Consultant will be issued 5500 HSNS options on a monthly basis. Options
will be performance based and defined by Bjorn Jawerth prior to your start
date. Option Performance criteria are listed below. Options will be vested on
a monthly basis, upon termination of your consulting contract by the
Corporation or
yourself you will have 90 days in which to exercise any or all vested options.
If you are offered fulltime employment with the Corporation all options will roll
into your fulltime employment plan. Options will be priced as follows: 1/3 at
50% discount to market; 2/3 at 25% discount to market. Market Price will be
determined on a ten-day average prior to the start of each month. Each month
Consultant shall submit for approval progress against performance criteria for
review. A separate option agreement will be provided at the end of this
consulting engagement. All options are subject to the approval of the HSNS
board of directors.

Consultant shall report to Bjorn Jawerth and be supervised by Bjorn
Jawerth. Consultant
shall be paid for time on travel when the Corporation directs
such travel. Corporation will reimburse for travel meals when traveling on company
business.

Option Performance Criteria:

Proposed Deliverables



|1. |  | Support Development of Summus Business plan for Wireless Multimedia: Be a
significant and active participant in the writing, and review of the
business plan document.                                                                                                                                                                                                                                       
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Support the development the Go-To-Market strategy for Summus. This
includes working closely with Dr. Jawerth, Mr. Seifert, Mr. Johnson and
the rest of the team to identify the packaging and channels of delivery
for the Summus BlueFuel technology that will generate the highest return
and long term leverage for the Corporation. The deliverable is a presentation
and summary for the business plan.
|  
|3. |  | Develop a focused selling story and sales presentation for BlueFuelTM
create a selling story that addresses the needs and concerns of each
constituent group. Build this story into a modular presentation that can
be delivered as part of the selling process. The deliverable is narrative
for the business plan and a presentation with the key selling points.                                          
|  
|4. |  | Develop a financial model for the BlueFuel business opportunity that
includes market size, pricing, penetration rates, and market share
assumptions. Document each assumption and develop a set of external
references for them where possible.                                                                                                                                                             





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High Speed Net Solutions, Inc. d/b/a Summus

Stock Option Performance Criteria

Completion of Specified Deliverables  Satisfactory completion of each
deliverable earns 25% of the stock option award.