EXHIBIT 10



EXHIBIT 10.2

SUMMUS, INC. (USA)

NONQUALIFIED STOCK
OPTION AGREEMENT

 

THIS NONQUALIFIED STOCK OPTION
AGREEMENT (this “Agreement”) is made as of the 8th day of December, 2000, by
and between High Speed Net Solutions, Inc., a Florida corporation (the “Company”),
and Peter Rogina (the “Participant”).

            
WHEREAS, the Company and Participant entered into: (i) an Anti-Dilution
Settlement Agreement, dated December 8, 2000 (the “ADSA”) (ii) a Settlement
Agreement, dated September 22, 2000 (the “Settlement Agreement”), and (iii)
an Employment and Stock Option Agreement on or about March 1, 1999 (the “Employment
Agreement”) (collectively, the “Three Agreements”); and

           
WHEREAS, under the Three Agreements the Company granted various stock options to
Participant and Company and Participant desire, as set forth in the ADSA, to
further define and clarify the terms of such options.

           
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.  By entering into the Three Agreements the Company has
previously granted Participant options to purchase an aggregate of Two Hundred
Seventy Five Thousand (275,000) shares of Stock, at the purchase price of One
Cent ($0.01) per share (the “Purchase Price”), and through the ADSA the
Parties have agreed that such options shall be governed in accordance with the
terms and conditions stated in this Agreement.  The shares of Stock subject
to such prior option grants are referred to below as the “Shares,” and the
option to purchase such Shares is referred to below as the “Option.” 
The parties acknowledge and agree that the Options are not awarded under the
High Speed Net Solutions, Inc. 2000 Equity Compensation Plan (the “Plan’)
and that neither this Agreement nor the Options are subject to any of the
burdens or benefits of coverage by the Plan.

           
2.            Definitions;
Authority of Board.

                       
(a)            “Board”
means the Board of Directors of Summus, Inc. (USA).

                       
(b)            “Committee”
means the Compensation Committee of the Board or such other committee consisting
of two or more members as may be appointed by the Board.  The Board may
serve as the Committee, if the Board has not established a Compensation
Committee.

                       
(c)            “Public
Offering” means any underwritten public offering by the Company of its equity
securities pursuant to an effective registration statement filed under the
Securities Act of 1933, including the Company’s initial public offering.


1




   


                       
(d)            “Stock”
means the common stock of Summus, Inc. (USA), as may be adjusted pursuant to the
provisions of Section 7.

           
3.            Vesting
and Exercise of Option.  The Option is fully vested, exercisable and
irrevocable.  The Option may be exercised at any time and from time to time
to purchase up to the number of Shares.

           
4.            `Termination
of Option.  The Option shall remain exercisable as specified in Section
3 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)            at 5:00
P.M., eastern time, on the thirtieth (30th) day following the date
that the Company files articles of dissolution with the state in which the
Company is incorporated or is otherwise dissolved under applicable law;

                       
(c)            September
22, 2004 at 5:00 P.M., eastern 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 that have not been purchased pursuant to prior
exercise of the Option.

           
5.            Manner
of Exercise of Option.

                       
(a)            The Option
may be exercised only by (i) Participant’s completion, execution and delivery
to the Company of a notice of exercise and confirmation of Participant’s
representations and warranties in Section 21 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 other than in
compliance with the Securities Act of 1933, all in the form set forth in Exhibit
A attached to this Agreement, and (ii) the payment to the Company, 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 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
notice of exercise shall be given in the manner specified in Section
17 but any exercise of the Option shall be effective only when the items
required by the preceding sentence are actually received by the
Company.   Payment of the aggregate Purchase Price for Shares
Participant has elected to purchase shall be made by cash or certified check.

                       
(b)            Upon any
exercise of the Option by Participant, the Company shall within five (5)
business days from the effectiveness of the notice of exercise issue and deliver
to Participant or Participant’s designee 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 or Participant’s designee and shall bear a legend


2




   


substantially similar to the legend
attached as Exhibit B unless such Shares have been registered under the
Securities Act of 1933.  If any Shares are issued with the foregoing
legend, such Shares will be replaced with unlegended Shares promptly following
the effectiveness of a registration of such Shares pursuant to the Securities
Act of 1933.

                       
(c)           
Participant’s right to exercise the Option shall be conditioned upon and
subject to satisfaction, in a manner as provided in the ADSA, of any withholding
liability under any state or federal law arising in connection with exercise of
the Option.  If at any time upon or after the Participant’s exercise of
any of the Option, the Company determines that there will be any such
withholding liability, it will give Participant notice of the withholding amount
within ten (10) business days after the Company determines such withholding
liability amount.  Not withstanding the foregoing, if Participant gives
notice of exercise pursuant to Section 5(b) before receipt of a notice of
withholding liability from the Company, then Participant shall not be required
to delay receipt of certificate(s) for such previously-noticed exercise;
however, Participant’s future right to give exercise according to Section 5(a)
shall be conditioned upon of satisfaction of Participant’s obligations related
to withholding liability provided in the ADSA.

           
6.            Restrictions
on Transfer.

                       
(a)            Except as
provided in this section, 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 purposes of
Section 17 hereof, 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)            The
Participant shall be entitled to transfer the Option, by gift, to his or her
immediate family or to a trust which has as its only beneficiaries those
individuals who are members of the Participant’s immediate family, or to a
partnership or similar entity which has as its only partners or members those
individuals who are members of the Participant’s immediate family.  In
such case, the Option shall be exercisable only by such transferee.  For
this purpose, the Participant’s “immediate family” is the Participant and
the Participant’s spouse, children and/or grandchildren. As a condition
precedent to such transfer, each and every prospective transferee shall (i)
provide or cause to be provided to the Company, 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 subsection (d)
below.

                       
(c)            In the
event of the 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 prospective


3




   


transferee shall (i) provide or cause
to be provided to the Company, 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 subsection (d) below.

                       
(d)               
In the event that, at any time or from time to time, the Option or any Shares
are transferred to any party (other than the Company) pursuant to the provisions
hereof or otherwise, the transferee shall take such Option or Shares pursuant to
all of the provisions, conditions and obligations of this Agreement and, as a
condition precedent to the transfer of such Shares, the transferee shall agree
in writing, for and on behalf of such transferee and such transferee’s
successors and assigns, to be bound by all provisions of this Agreement.

           
7.            Capital
Adjustments.  If any reorganization, recapitalization,
reclassification, stock split, stock dividend, or consolidation of shares of
Stock, merger or consolidation or separation, including a spin-off, of the
Company or sale or other disposition by the Company of all or a portion of its
assets, any other change in the Company’s corporate structure, or any
distribution to shareholders other than a cash dividend results in the
outstanding shares of Stock, or any securities exchanged therefor or received in
their place, being exchanged for a different number or class of shares of Stock
or other securities of the Company, or for shares of Stock or other securities
of any other corporation; or new, different or additional shares or other
securities of the Company or of any other corporation being received by the
holders of outstanding shares of Stock, then, if the Company does so for option
holders under the Plan who hold options for the same class of stock as
Participant’s Option, the Committee shall make equitable adjustments in:


             
  (a)            the
  number of shares and class of Stock that may be subject to the Option, and
  which have not been issued or transferred under the Option;

             
  (b)            the
  purchase price to be paid per share of Stock under the Option; and

             
  (c)            the
  terms, conditions or restrictions of the Option, including the price payable
  for the acquisition of Stock;



 

           
8.            No Other
Options.  Participant represents, warrants, covenants and agrees with
the Company that Participant has no other option agreements or option award
agreements other than this Agreement and any such other option agreements shall
be null and void.

           
9.           
Reserved  

           
10.          Reserved

           
11.          Reserved

           
12.          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.

           
13.          Reserved


4




   


           
14.            Stop
Transfer Instructions.  The Company shall have the right to have stop
transfer instructions placed on or removed from the stock records of the Company
with respect to the Shares or cause a legend or legends to be placed on the
certificate evidencing such Shares: (i) to the extent that the Participant
breaches any provision of this Agreement and the ADSA; and (ii) to the extent
that the rules, regulations, and other requirements of the Securities and
Exchange Commission, NASDAQ or any stock exchange upon which the Stock is then
listed any applicable federal or state laws require such stop transfer
instructions or legending.  In making such determination, the Company may
rely upon an opinion of counsel for the Company.

           
15.            Reserved

           
16.            Burden
and Benefit; Company.  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 16, the term the “Company” shall also include 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.  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.

           
17.            Notices. 
Any and all notices under this Agreement shall be in writing, and sent by hand
delivery, certified or registered mail (return receipt requested and first-class
postage prepaid) or nationally-recognized guaranteed overnight delivery service,
in the case of the Company, 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.

           
18.            Specific
Performance.  Strict compliance by Participant and the Company shall be
required with each and every provision of this Agreement.  The parties
hereto agree that the Shares are unique, that Participant’s or Company’s
failure to perform the obligations provided by this Agreement will result in
irreparable damage to the Company or the Participant, respectively, and that
specific performance of Participant’s or the Company’s obligations may be
obtained by suit in equity.

           
19.            Modifications. 
No change or modification of this Agreement shall be valid unless the same is in
writing and signed by the parties hereto.

           
20.            Reserved

           
21.            Covenants
and Representations of Participant.  Participant represents, warrants,
covenants and agrees with the Company 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 thereto 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


5




   


distribution of the Shares or any
portion thereof, except for resale in compliance with the Securities Act of
1933..

                       
(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 Company.

                       
(c)           
Participant has had the opportunity to ask questions of and receive answers from
the Company and its executive officers and to obtain all information necessary
for Participant to make an informed decision with respect to the investment in
the Company 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; or (iii) evidence satisfactory to the Company of
compliance with all applicable state and federal securities laws.  The
Company shall be entitled to rely upon an opinion of counsel satisfactory to it
with respect to compliance with the foregoing laws.

                       
(g)            Except as
otherwise required by the ADSA or as is customary for the Company to perform for
any of its restricted securities holders or option holders, the Company 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 Company 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 therewith.  In the
event the Company is required by applicable law to collect any withholding,
payroll or similar taxes by reason


6




   


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, according to the provisions of the
ADSA, 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.

           
22.            Limitation
of Liability.  Nothing herein contained shall be interpreted as
imposing any liability on the Company, and its officers, directors, employees
and agents in favor of the Participant with respect to any loss, cost or expense
which such recipient may incur in connection with or arising out of any
transaction involving the Shares that is subject to the provisions of this
Agreement, except for such losses, costs or expenses as they arise out of a
breach of this Agreement by the Company.

           
23.            Unsecured
and Unfunded Agreement. Any rights of the Participant hereunder shall be no
greater than the right of an unsecured general creditor of the Company.
 Any payments to be made hereunder shall be paid from the general funds of
the Company, and no special or separate fund shall be established and no
segregation of assets shall be made to assure payment of such amounts.

           
24.            Entire
Agreement.  The parties hereto agree that this Agreement and the
ADSA sets forth all of the promises, agreements, conditions, understandings,
warranties, and representations between the parties with respect to the Option
and Shares and that there are no promises, agreements, conditions,
understandings, warranties, or representations, oral or written, express or
implied between the parties with respect to Option the and Shares other than as
set forth in this Agreement and in the ADSA.  Any modifications or any
waiver of any provision contained in this Agreement shall not be valid unless
made in writing and signed by the person or persons sought to be bound by such
waiver or modifications.

           
25.            Severability. 
The provisions of the Agreement are severable and if any one or more provisions
are determined to be illegal or otherwise unenforceable, in whole or in part,
the remaining provisions, and any partially unenforceable provision to the
extent enforceable in any jurisdiction, shall nevertheless be binding and
enforceable.

           
26.            Waiver. 
The waiver by the Company or the Participant, respectively, of a breach of any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any subsequent breach by such party.

[SIGNATURE PAGE FOLLOWS]





7




   


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

 

ATTEST:                                                               
SUMMUS, INC. (USA).

 

                                               
                             
By: /s/ Andrew L.
Fox                                      

Secretary                                                                    
Name: Andrew L. Fox

                                                                                  
Title: President and Chief Executive Officer

 

[CORPORATE SEAL]

 

WITNESS:                                                           
PARTICIPANT

 

                                                           
                       
/s/ Peter Rogina                            
           

(SEAL)                                                                        
Peter Rogina

 


8




   


EXHIBIT A

 

Summus, Inc. (USA)

434 Fayetteville Street Mall

Suite 600

Raleigh, North Carolina  27601

Attention:  President

                    Re:      
Exercise of Stock Option

Dear Sir:

           
Pursuant to the terms and conditions of that certain [COMPANY NAME]
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 [COMPANY NAME],
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 21 of
the Agreement are true and correct as of the date of exercising this option.

 

		Very truly yours,
       

       

                                                                 
                 

      Name:                                                           
       

       

      Date:                                                           
                 



 

 

 


9