Exhibit 10.12

**EMPLOYMENT AGREEMENT**

             This Employment Agreement (this “Agreement”) is entered into as  of the 16th day of February, 2001, between High Speed Net  Solutions, Inc., a Florida corporation (the “**Company**”), and Gary  Ban (the “**Executive**”).

RECITALS:

             WHEREAS,  the Company desires to employ Executive, and Executive desires to be employed  by the Company, on the terms and subject to the conditions set forth herein.

             NOW,  THEREFOR, in consideration of the mutual premises herein contained, the  parties agree as follows:

             1.         Employment.   The Company hereby employs Executive as Chief Operating Officer and Executive  hereby accepts such employment, on the terms and subject to the conditions  hereinafter set forth. 

             2.         Duties of Executive.

                         2.1       Executive shall report directly to  Chief Executive Officer, and shall perform such duties consistent with his  position as Chief Operating Officer pursuant to the direction of the Chief  Executive Officer and the Board.

                         2.2       Executive shall be required to  devote his full business time, attention and effort to the Company’s business  and affairs except for vacation time and reasonable periods of absence due to  sickness, personal injury or other disability and shall perform diligently  such duties as are customarily performed by executives in similar positions  with companies similar in character or size to the Company, all subject to the  direction of the Chief Executive Officer and the Board, together with such  other duties as may be reasonably requested from time to time by the Board,  which duties shall be consistent with his positions as set forth above.   Executive agrees to use all of his skills and business judgment and render  services to the best of his ability to serve the interests of the  Company.  Subject to the terms of Section 8 hereof, this shall not  preclude Executive from serving on community and civic boards, participating  in industry associations, pursuing his personal financial and legal affairs or  otherwise engaging in other activities, so long as such activities do not  unreasonably interfere with his duties to the Company.

             3.         Support Services.   Executive shall be entitled to all the administrative, operational and  facility support customary to a similarly situated executive.  This  support shall include, without limitation, a suitably appointed private  office, a secretary or administrative assistant, and payment of or  reimbursement for reasonable cellular telephone expenses, travel and  entertainment expenses, expenses of Executive maintaining his professional  license and standing and any and all other business expenses reasonably  incurred on behalf of or in the course of performing duties for the Company,  all in accordance with the expense reimbursement policies established from  time to time by the Company.  Executive agrees to provide documentation  of these expenses as may be reasonably required.

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             4.         Term. The term of  Executive’s employment shall begin as of February 16, 2001 and shall end on  February 16, 2004, unless sooner terminated pursuant to Section 7 hereof (the  “Term”).

             5.         Compensation.   Throughout the Term, the Company shall pay or provide, as the case may be, to  Executive the compensation and other benefits and rights set forth in this  Section 5.

                         5.1       Base Salary.  The   Company shall pay to Executive a base salary (“Base Salary”),  payable in accordance with the Company’s usual pay practices (and in any event  no less frequently than monthly), of $175,000 per annum.  The Board shall  annually review Executive’s Base Salary in light of the base salaries paid to  other executives of the Company and the performance of Executive, and the  Company may, in its discretion, increase such Base Salary by an amount it  determines is appropriate.  Once Executive’s Base Salary is increased, it  shall not thereafter be reduced.

                         5.2       Signing Bonus.  The  Company shall pay to Executive a signing bonus in the form of:

                                     (a)        options, subject to, the terms  and conditions of the Company’s 2000 Equity Compensation Plan and NonQualified  Stock option agreement attached hereto as Exhibit A (the “Option  Agreement”).

                         5.3       Performance Bonus.  The  Company shall pay to Executive bonus compensation for each fiscal year, or  part thereof that he is employed by the Company, in an amount to be determined  at the discretion of the Board, provided that such bonus shall be commensurate  with other bonuses paid to employees of the Company and shall take into  account the total compensation paid to executives of other companies which  would be competitive for Executive’s services.

                         5.4       Insurance.  The Company  shall provide medical, vision, hospitalization, disability and dental  insurance for Executive, his spouse and eligible family members, subject to  and in accordance with the Company’s policy, the proportion of the cost  thereof to be borne by the Company and Executive to be in accordance with such  policy.

                         5.5       Employee Benefit Plans.   Executive shall be eligible to participate in all retirement and other benefit  plans of the Company generally available from time to time to employees of the  Company and for which Executive qualifies under the terms thereof (and nothing  in this Agreement shall, or shall be deemed to, in any way affect Executive’s  rights and benefits thereunder except as expressly provided herein).

                         5.6       Other Benefit Plans.   Executive shall be entitled to participate in any equity or other employee  benefit plan that is generally available to senior executive officers, as  distinguished from general management, of the Company, at the highest level  provided for any employee.  Executive’s participation in and benefits  under any such plan shall be on the terms and subject to the conditions  specified in the governing document of the particular plan.  

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                         5.7       Vacation.  Executive shall  be entitled to Twenty (20) days of vacation allowance each year, which shall  accrue at the rate of five (5) days per calendar quarter, but may be used in  advance of accrual.  Vacation days not used in one calendar year shall  carry over to the following calendar year(s) up to a maximum of ten days.  Executive shall also be entitled to a sick leave allowance as provided under  the Company’s vacation and sick leave policy for executive officers.

                         5.8       Automobile Allowance.  The  Company shall provide an automobile allowance in the amount of Six Hundred  dollars ($600) per month.  Executive shall be responsible for taxes that  may be due, if any, as a result of this allowance.

                         5.9       Special Bonus.  The  Company shall pay to Executive a one time bonus equal to fifty percent of Base  Salary payable as mutually agreed upon.

             6.         Permanent Disability.

                         6.1       For purposes of this Agreement,  Executive’s “Permanent Disability” shall be deemed to have occurred  one day after one hundred eighty (180) days in the aggregate during any  consecutive twelve (12) month period, or one day after one hundred twenty  consecutive days, during which 180 or 120 days, as the case may be, Executive,  by reason of his physical or mental disability or illness, shall have been  unable to discharge fully his duties under this Agreement.

                         6.2       If either the Company or Executive,  after receipt of notice of Executive’s Permanent Disability from the other,  disputes that Executive’s Permanent Disability shall have occurred, Executive  shall promptly submit to a physical examination by a physician at any major  accredited hospital and, unless such physician shall issue his written  statement to the effect that, in his opinion, based on his diagnosis,  Executive is capable of resuming his employment and devoting his full time and  energy to discharging fully his duties hereunder within thirty (30) days after  the date of such statement, such Permanent Disability shall be deemed to have  occurred on the day above specified.

             7.         Termination.

                         7.1       Bases for Termination.   Executive’s employment under this Agreement and the Term shall be terminated  immediately on the death of Executive and may be terminated by the Board:

                                     (a)        at any time after the Permanent  Disability of Executive;

                                     (b)        at any time for  “Cause” (as defined in Section 7.8 hereof); or

                                     (c)        at any time without Cause.

                         7.2       Termination by Death.  If  Executive’s employment is termination by death, Executive’s estate or  designated beneficiaries shall be entitled to receive:

                                     (a)        life insurance benefits pursuant  to any life insurance policy purchased by the Company;

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                                     (b)        a pro rata portion of the bonus  applicable to the calendar year in which such termination occurs, payable when  and as such bonus is determined under Section 5.3 but no less than a pro rata  portion of Executive’s bonus for the prior year;

                                     (c)        other benefits, payable within  ninety (90) days after the date of Executive’s death; and

                                     (d)        reimbursement for all expenses  incurred by Executive pursuant to Section 3 hereof.

                         7.3       Termination for Permanent  Disability.  If Executive’s employment is terminated by the Company  for Permanent Disability, Executive shall be entitled to receive:

                                     (a)        severance compensation equal to  what would have been his Base Salary under Section 5.1 hereof, payable at such  times as his Base Salary would have been paid if his employment had not been  terminated (or, at the election of Executive, in a lump sum without discount),  for the longer of 6 months or the remainder of what would have been the Term  (but no longer than 6 months), less any amounts payable under any disability  insurance policy provided by the Company or purchased by Executive, the cost  of which is reimbursed by the Company, which are payable in respect of the  period after such termination;

                                     (b)        a pro rata portion of the bonus  applicable to the calendar year in which such termination occurs, payable when  and as such bonus is determined under Section 5.3, but no less than a pro rata  portion of Executive’s bonus for the preceding calendar year; 

                                     (c)        other benefits, payable within  ninety (90) days after termination for Permanent Disability, accrued by him  hereunder up to and including the date of such termination;

                                     (d)        continuation of the insurance  provided by the Company pursuant to Section 5.4 for the longer of 6 months or  the remainder of the Term (but not longer than 6 months), or if not available  a lump sum payment of an amount equal to the fair value of such insurance; and

                                     (e)        reimbursement for all expenses  incurred by Executive pursuant to Section 3 prior to his termination.

                         7.4       Termination by the Company without  Cause or by Executive for Good Reason.  If Executive’s employment is  terminated by the Company without Cause (as defined in Section 7.8(a)) or by  Executive for Good Reason (as defined in Section 7.8(e)), Executive shall be  entitled to receive:

                                     (a)        severance compensation equal to  what would have been his Base Salary under Section 5.1 hereof, payable at such  times as his Base Salary would have been paid if his employment had not been  terminated (or, at the election of Executive, in a lump sum without discount),  for the longer of 6 months or the remainder of what would have been the Term  (but no longer than 6 months);

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                                     (b)        a cash lump sum payment in  respect of accrued but unused vacation days;

                                     (c)        a pro rata portion of the bonus  applicable to the calendar year in which such termination occurs, payable when  and as such bonus is determined under Section 5.3, but no less than a pro rata  portion of Executive’s bonus for the preceding calendar year;

                                     (d)        acceleration of the vesting of  one hundred percent (100%) of the unvested portion of Executive’s stock  options or other stock-based awards, together with the right to exercise such  stock options or awards for a period equal to the greater of (i) the remaining  term for exercising such options or awards under the applicable agreement  and/or plan, or (ii) one year following the date of termination;     

                                     (e)        other benefits, payable within  ninety (90) days after the date of such termination, accrued by him hereunder  up to and including the date of such termination;

                                     (f)         continuation of the  insurance provided by the Company pursuant to Section 5.4 for the longer of 6  months or the remainder of the Term (but not longer than 6 months), or if not  available a lump sum payment of an amount equal to the fair value of such  insurance; and

                                     (g)        reimbursement for all expenses  incurred by Executive pursuant to Section 3 prior to his termination.

            The  payments due Executive pursuant to Section 7.4(a) and (c) shall not be made,  and the rights set forth in Section 7.4(d) shall not begin, unless and until  the Company has received from Executive an executed, effective General  Release, dated on or after the date of termination, substantially as set forth  in Exhibit C to this Agreement.  Further, the Company shall have  the right to terminate any payments due Executive hereunder at any time  Executive fails to honor the restrictive covenants set forth in Section 8  hereof.  Such General Release may be modified by the Company to reflect  certain state or local laws, statutes, codes or regulations which specifically  apply to Executive.

                         7.5       Termination by the Company for  Cause or by Executive without Good reason.  If Executive’s employment  is terminated by the Company for Cause or by Executive without Good Reason  (other than as a result of Executive’s Permanent Disability or Death), the  Company shall not have any other or further obligations to Executive under  this Agreement (except (I) as may be provided in accordance with the terms of  retirement and other benefit plans pursuant to Sections 5.5 and 5.6 hereof,  (ii) as to that portion of any unpaid Base Salary and other benefits accrued  and earned under this Agreement through the date of such termination, (iii) as  to benefits, if any, provided by any insurance policies in accordance with  their terms, and (iv) reimbursement for all expenses incurred by Executive  pursuant to Section 3 prior to his termination).  In addition, if  Executive’s employment is terminated by the Company for Cause at any time  during the Term, Executive shall immediately forfeit any and all unvested  stock rights, stock options and other such unvested incentives or awards  previously granted to him by the Company.  The foregoing sentence shall  be in addition to, and not in lieu of, any and all other rights and remedies  which may be available to the Company under the circumstances, whether at law  or in equity.

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                         7.6       Termination by Executive Upon a  Change in Control.  If Executive’s employment is terminated as set  forth in this Section 7.6 as Termination Upon a Change in Control (as defined  in Section 7.8(g) hereof), Executive shall  receive:

                                     (a)        severance compensation equal to  what would have been his Base Salary under Section 5.1 hereof, payable at such  times as his Base Salary would have been paid if his employment had not been  terminated (or, at the election of Executive, in a lump sum without discount),  for the longer of 18 months or the remainder of what would have been the Term

                                      (b)        a cash lump sum payment in  respect of accrued but unused vacation days;

                                     (c)        a pro rata portion of the bonus  applicable to the calendar year in which such termination occurs, payable when  and as such bonus is determined under Section 5.3, but no less than a pro rata  portion of Executive’s bonus for the preceding calendar year;

                                     (d)        acceleration of the vesting of  one hundred percent (100%) of the unvested portion of Executive stock options  or other stock-based awards, together with the right to exercise such stock  options or awards for a period equal to the greater of (I) the remaining term  for exercising such options or awards under the applicable agreement and/or  plan, or (ii) one year following the date of termination;    

                                     (e)        other benefits, payable within  ninety (90) days after the date of such termination, accrued by him hereunder  up to and including the date of such termination;

                                     (f)         continuation of the  insurance provided by the Company pursuant to Section 5.4 for the longer of 12  months or the remainder of the Term (but not longer than 12 months), or if not  available a lump sum payment of an amount equal to the fair value of such  insurance; and

                                     (g)        reimbursement for all expenses  incurred by Executive pursuant to Section 3 prior to his termination.

                         7.7       Termination Upon Cessation of  Business.  The Company shall have the right to immediately terminate  Executive’s employment under this Agreement upon a Cessation of Business (as  defined in Section 7.8(b)).  Upon termination in connection with a  Cessation of Business, the Company shall (I) pay to Executive the Base Salary,  and (ii)       provide the same health insurance  benefits to which Executive is entitled hereunder, in each case until the  earlier to occur of (A) the expiration of the remaining portion of the Term,  or (B) the expiration of the three month period commencing on the date  Executive is terminated.  The Company may make such payments in  accordance with its regular payroll schedule or in a single lump sum payment  in its sole discretion.

                         7.8       Definitions.  As used  herein:

                                     (a)        “**Cause**” shall  mean:

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                                                 (1)        active participation by  Executive in fraudulent conduct against the Company, conviction of or a plea  of guilty or *nolo contendere* with respect to a felony involving theft  or moral turpitude, an act or series of deliberate acts which were not taken  in good faith by Executive and which, in the reasonable judgment of the Board,  results or will likely result in material injury to the business, operations  or business reputation of the Company, or an act or series of acts  constituting willful malfeasance or gross misconduct;

                                                 (2)        a substantial and continual  refusal by Executive in breach of this Agreement to perform the duties,  responsibilities or obligations assigned to Executive pursuant to the terms  hereof, which breach has not been cured (if it is of a nature that can be  cured) to the Board’s reasonable satisfaction within ten (10) days after the  Company gives written notice thereof to Executive;

                                                 (3)        excessive absenteeism by  Executive; provided that absenteeism (i) related to illness or otherwise  covered by Section 6 hereof, (ii) required to be permitted under applicable  federal or state laws, or (iii) permitted under Company policy, shall not be  deemed to be excessive; or

                                                 (4)        the voluntary resignation of  Executive without Good Reason (as defined below) and without the prior consent  of the Board.

             Executive shall be permitted to respond and defend himself before the Board  within thirty (30) days after delivery to Executive of written notification of  any proposed termination for Cause which specifies in detail the reasons for  such termination.  If the majority of the members of the Board (excluding  Executive) do not confirm that the Company had grounds for a “Cause”  termination, Executive shall have the option to treat his employment as not  having terminated or as having been terminated pursuant to a termination  without Cause.

                                     (b)        “**Cessation of Business**”  shall mean the Company’s ceasing to operate in the ordinary course of  business, whether by dissolution, liquidation, in connection with a good faith  determination by the Board that the continuing operation of the business in  its ordinary course is reasonably likely to render the Company unable to meet  its liabilities as they mature.

                                     (c)        A “**Change in Control**”  shall occur if:

                                                 (1)        there shall be consummated any  consolidation or merger of the Company in which the Company is not the  continuing or surviving corporation;

                                                 (2)        any Person (as defined in  Section 2(a)(2) of the Securities Act of 1933, as amended) other than the  Company, is or becomes the beneficial owner, directly or indirectly (including  by holding securities which are exercisable for or convertible into shares of  capital stock of the Company) of thirty percent (30%) or more of the combined  voting power of the then outstanding shares of capital stock of the Company  entitled to vote generally in the election of directors;

                                                 (3)        the Company sells, leases,  exchanges or otherwise transfers all or substantially all of its property and  assets (in a transaction or series of transactions contemplated or arranged by  any party as a single plan);

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                                                 (4)        Continuing Directors cease to  constitute at least a majority of the Board; or

                                                 (5)        a majority of the Outside  Directors determine that a Change in Control has occurred.

                                     (d)        “**Continuing Directors**”  shall mean the members of the Board in office on February 16, 2001, and any  successor to any such director whose nomination or selection was approved by a  majority of the directors in office at the time of the director’s nomination  or selection and who is not an “affiliate” or “associate”  (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as  amended) of any person who is the beneficial owner, directly or indirectly  (including by holding securities which are exercisable for or convertible into  shares of capital stock of the Company), of 10% or more of the combined voting  power of the outstanding shares of capital stock of the Company entitled to  vote generally in the election of directors. 

                                     (e)        “**Good Reason**”  means a termination of Executive’s employment by Executive within ninety (90)  days following:

                                                 (1)        a reduction in Executive’s Base  Salary or incentive compensation or equity participation opportunity;

                                                 (2)        a material reduction in  Executive’s position(s), duties and responsibilities or reporting lines from  those described in Section 2 hereof;

                                                 (3)        a change in the location of the  Company’s headquarters or of the office of Executive from the Raleigh  metropolitan area;

                                                 (4)        a material breach of this  Agreement by the Company if such breach is not cured within 15 days of written  notice thereof by Executive to the Company; or

                                                 (5)        any failure by the Company to  obtain from any successor to the Company an agreement reasonably satisfactory  to Executive to assume and perform this Agreement, as contemplated by Section  11.3 hereof. 

             Notwithstanding the foregoing, a termination shall not be treated as a  termination for Good Reason (A) if Executive shall have consented in writing  to the occurrence of the event giving rise to the claim of termination for  Good Reason, or (B) unless Executive shall have delivered a written notice to  the Board within thirty (30) days of his having actual knowledge of the  occurrence of one of such events stating that he intends to terminate his  employment for Good Reason and specifying the factual basis for such  termination, and such event, if capable of being cured, shall not have been  cured within ten (10) days of the receipt of such notice.

                                     (f)         “**Outside Director**”  means a member of the Board who is not, and who during the past six months was  not, an employee of officer of the Company.

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                                     (g)        “**Termination Upon a  Change in Control**” means:

                                                 (1)        a termination by Executive for  Good Reason within one year following a Change in Control;

                                                 (2)        declination by Executive of an  offer of employment from the Company or the Company’s successor, for Good  Reason at or in anticipation of a Change in Control, if Executive would not  have been permitted to retain Executive’s existing position; or

                                                 (3)        termination of Executive’s  employment by the Company or the Company’s successor within one year following  a Change in Control other than a termination for Cause or a termination  resulting from Executive’s death or Permanent Disability.

                         7.8       Mitigation of Damages.   Executive is not required to mitigate the amount of any payments to be made by  the Company pursuant to this Agreement following his termination by seeking  other employment or otherwise.  In addition, the amount of any  post-termination payments provided for in this Agreement shall, except as  otherwise expressly provided herein, not be reduced by any remuneration earned  by Executive during the period following the termination of his employment as  a result of employment by another employer or otherwise after the date of  termination of his employment with the Company.

                         7.9       Golden Parachute Excise Tax  Gross-Up.  In the event that the severance and other benefits  provided for in this Agreement or otherwise payable to Executive constitute  “parachute payments” within the meaning of Section 280G of the  Internal Revenue Code of 1986, as amended (the “Code”) and will be  subject to the excise tax imposed by Section 4999 of the Code, then Executive  shall receive (i) a payment from the Company sufficient to pay such excise  tax, and (ii) an additional payment from the Company sufficient to pay such  excise tax and federal and state income taxes arising from the payments made  by the Company to Executive pursuant to this sentence.  Unless the  Company and Executive otherwise agree in writing, the determination of  Executive’s excise tax liability and the amount required to be paid under this  Section shall be made in writing by the Company’s independent accountants who  audit the Company’s financial statements, working together with Executive’s  accountants.  In the event that the excise tax incurred by Executive is  determined by the Internal Revenue Service to be greater or lesser than the  amount so determined by the accountants, the Company and Executive agree to  promptly make such additional payment, including interest and any tax  penalties, to the other party as the accountants reasonably determine is  appropriate to ensure that the net economic effect to Executive under this  Section, on an after-tax basis, is as if the Section 4999 excise tax did not  apply to Executive.  For purposes of making the calculations required by  this Section, the accountants may make reasonable assumptions and  approximations concerning applicable taxes and may rely on interpretations of  the Code for which there is a “substantial authority” tax reporting  position.  The Company and Executive shall furnish to the accountants  such information and documents as the accountants may reasonably request in  order to make a determination under this Section.  The Company shall bear  all costs the accountants may reasonably incur in connection with any  calculations contemplated by this Section.  

             8.         Covenants and  Confidential Information.

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                         8.1       Restrictive Covenants.   Executive acknowledges the Company’s reliance on and expectation of  Executive’s continued commitment to performance of his duties and  responsibilities during the term.  In light of such reliance and  expectation on the part of the Company, during the applicable period hereafter  specified in Section 8.2, Executive shall not, directly or indirectly, do or  suffer either of the following;

                                     (a)         (1)        own, manage, control or  participate in the ownership, management or control of, or be employed or  engaged by or otherwise affiliated or associated as a consultant, independent  contractor or otherwise with, any other corporation, partnership,  proprietorship, firm, association or other business entity engaged in the  business of, or otherwise engage in the business of, information processing of  multimedia over mobile and wireless networks  within the United States in  competition with the Company; provided, however, that the beneficial and/or  record ownership of not more than 4.9% of any class of publicly traded  securities of any entity shall not be deemed a violation of this covenant;

                                                 (2)        solicit any business or  contracts from any customers of the Company or its affiliates, any past  customers of the Company or its affiliates, or any prospective customers of  the Company or its affiliates (i.e., potential customers from which the  Company or its affiliates has solicited business at any time during the one  year period preceding the expiration or termination of the Term), except as  necessitated by Executive’s position with the Company and then only in  furtherance of the business interests of the Company or its affiliates;

                                                 (3)        induce or attempt to induce any  such customer to alter its business relationship with the Company or its  affiliates except as necessitated by Executive’s position with the Company and  then only in furtherance of the business interests of the Company or its  affiliates;

                                                 (4)        solicit or induce or attempt to  solicit or induce any employee of the Company or its affiliates to leave the  employ of the Company or any of its affiliates for any reason whatsoever or  hire any employee or any person who was an employee of the Company or its  affiliates within the twelve (12) month period prior to such hiring; or              

                                     (b)        disclose, divulge, discuss, copy  or otherwise use or suffer to be used in any manner, other than in accordance  with Executive’s duties hereunder, any confidential or proprietary information  relating to the Company’s business, prospects, finances, operations or  properties or other trade secrets of the Company, it being acknowledged by  Executive that all such information regarding the business of the Company  compiled or obtained by, or furnished to, Executive while Executive shall have  been employed by or associated with the Company is confidential and/or  proprietary information and the Company’s exclusive property; provided,  however, that the foregoing restrictions shall not apply to the extent that  such information: (A) is clearly obtainable in the public domain; (B) becomes  obtainable in the public domain, except by reason of the breach by Executive  of the terms hereof or by another person barred by a similar duty of  confidentiality; or (C) is required to be disclosed by rule of law or by order  of a court or governmental body or agency.

                         8.2       Applicable Periods.  The  applicable periods shall be:

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                                     (a)        so long as Executive is an  employee of the Company;

                                     (b)        as to Section 8.1(b), at any  time after Executive is no longer an employee of the Company; and

                                     (c)        for a period of 6 months after  termination of employment.

                         8.3       Injunctive Relief.   Executive agrees and understands that the remedy at law for any breach by him  of this Section 8 will be inadequate and that the damages flowing from such  breach are not readily susceptible to being measured in monetary terms.   Accordingly, it is acknowledged that the Company shall be entitled to  immediate injunctive relief and may obtain a temporary order restraining any  threatened or further breach.  Nothing in this Section 8 shall be deemed  to limit the Company’s remedies at law or in equity for any breach by  Executive of any of the provisions of this Section 8 which may be pursued or  availed of by the Company.

                         8.4       Acknowledgment by Executive.   Executive has carefully considered the nature and extent of the restrictions  upon him and the rights and remedies conferred upon the Company under this  Section 8, and hereby acknowledges and agrees that the same are reasonable in  time and territory, are designed to eliminate competition which otherwise  would be unfair to the Company, do not stifle the inherent skill and  experience of Executive, would not operate as a bar to Executive’s sole means  of support, are fully required to protect the legitimate interests of the  Company, and do not confer a benefit upon the Company disproportionate to the  detriment of Executive.

                         8.5       Survival.  Executive  acknowledges that Executive’s obligations under this Section 8 shall survive  in accordance with Section 8.2 hereof regardless of whether Executive’s  employment by the Company is terminated, voluntarily or involuntarily, by the  Company or Executive, with Cause or without Cause, or the Executive with or  without Good Reason.

             9.         Proprietary Rights.

                         9.1       At all times during the Term, all  right, title and interest in all copyrightable material which Executive shall  conceive or originate, either individually or jointly with others, and which  arise out of the performance of this Agreement, will be the property of the  Company and are by this Agreement assigned to the Company along with ownership  of any and all copyrights in the copyrightable material.  At all times  during the Term, Executive agrees to execute all papers and perform all other  acts necessary to assist the Company to obtain and register copyrights on such  materials in any and all countries, and the Company agrees to pay expenses  associated with such copyright registration.  Works of authorship created  by Executive for the Company in performing his responsibilities under this  Agreement shall be considered “works made for hire” as defined in  the U.S. Copyright Act.  In addition, Executive hereby assignees to the  Company all proprietary rights, including but not limited to, all patents,  copyrights, trade secrets and trademarks Executive might otherwise have, by  operation of law or otherwise, in all inventions, discoveries, works, ideas,  information, knowledge and data related to Executive’s access to confidential  information of the Company during the Term.

                         9.2       All know-how and trade secret  information conceived or originated by Executive which arises out of the  performance of his obligations or responsibilities under this

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Agreement during  the Term shall be the property of the Company, and all rights therein are by  this Agreement assigned to the Company.

                         9.3       If, during the term, Executive is  engaged in or associated with the planning or implementing of any project,  program or venture involving the Company and a third party or parties, all  rights in such project, program or venture shall belong to the Company.   Except as formally approved by the Board, Executive shall not be entitled to  any interest in such project, program or venture or to any commission,  finder’s fee or other compensation in connection therewith other than the  compensation to be paid to Executive as provided in this Agreement.

                         9.4       Upon termination of the Term,  Executive shall deliver promptly to the Company all records, manuals, books,  documents, letters, memoranda, notes, notebooks, reports, data, tables,  calculations, customer and prospective customer lists, and copies of all of  the foregoing, which are the property of the Company, and all other property,  trade secrets and confidential information of the Company, including, but not  limited to, all documents which in whole or in part contain any trade secrets  or confidential information of the Company, which in any of these cases are in  his possession or under his control.

                         9.5       The obligations of Executive under  this Section 9 shall survive the termination or expiration of the Term.

             10.       Indemnification.  During  the Term, the Company shall indemnify Executive and hold Executive harmless  from and against any claim, loss or cause of action arising from or out of  Executive’s performance as an officer, director or employee of the Company or  any of its subsidiaries or in any other capacity, including any fiduciary  capacity, in which Executive serves at the request of the Company to the  maximum extent permitted by applicable law.  If any claim is asserted  hereunder with respect to which Executive reasonably believes in good faith he  is entitled to indemnification, the Company shall pay Executive’s legal  expenses (or cause such expenses to be paid), on a monthly basis, provided  that Executive shall reimburse the Company for such amounts if Executive shall  be found by a court of competent jurisdiction not to have been entitled to  indemnification.  In addition, the Company agrees to provide Executive  with coverage under a directors and officers liability insurance policy.

             11.       Miscellaneous.

                         11.1     Representation and Warranty by Executive.   Executive represents and warrants that he is not a party to any agreement,  contract or understanding, whether employment or otherwise, which would  restrict or prohibit him from undertaking or performing employment in  accordance with the terms and conditions of this Agreement.

                         11.2     Severability.  The provisions of this  Agreement are severable and if any one or more provisions may be 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, nevertheless shall be binding and  enforceable.

                         11.3     Assignment.  This Agreement shall be  binding upon and inure to the benefit of the heirs and representatives of  Executive and the assigns and successors of the

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Company, but neither this  Agreement nor any rights or obligations hereunder shall be assignable or  otherwise subject to hypothecation by Executive (except by will or by  operation of the laws of intestate succession) or by the Company, except that  the Company may assign this Agreement to any successor (whether by merger,  purchase or otherwise) to all or substantially all of the stock, assets or  business of the Company, and the Company shall require such successor to  expressly agree to assume the obligations of the Company hereunder.

                         11.4     Dispute Resolution.  Any controversy  or claim arising out of or relating to this Agreement, or the breach thereof,  shall be settled by mediation, and if not settled within 14 days of the  submission to meditation, by arbitration in accordance with the Voluntary  Arbitration Rules of the American Arbitration association, and the arbitration  shall be held in the Raleigh, North Carolina area.  The arbitrator shall  be acceptable to both the Company and Executive.  If the parties cannot  agree on an acceptable arbitrator, the dispute shall be heard by a panel of  three (3) arbitrators, one appointed by each of the parties and the third  appointed by the other two arbitrators.  Judgment upon the award rendered  by the arbitrator or arbitrators may be entered in any court having  jurisdiction thereof.  The arbitrator or arbitrators shall be deemed to  possess the power to issue mandatory orders and restraining orders in  connection with such arbitration; provided, however, that nothing in this  Section 11.4 shall be construed so as to deny the Company the right and power  to seek and obtain injunctive relief in a court of equity for any breach or  threatened breach by Executive of his covenants contained in Section 8  hereof.  All costs and expenses of arbitration shall be paid one-half by  the Company and one-half by Executive.

                         11.5     Notices.  All notices and other  communications required or permitted under this Agreement shall be in writing,  and shall be deemed properly given if delivered personally, mailed by  registered or certified mail in the United States mail, postage prepaid,  return receipt requested, send by facsimile or sent by Express Mail, Federal  Express or other nationally recognized express delivery service, as follows:

                         If to the Company or the Board:

                                     High Speed Net Solutions, Inc.

 

                         If to Executive:   Gary E. Ban

 

            Notice  given by hand, certified or registered mail, or by Express Mail, Federal  Express or other such express delivery service, shall be effective upon  receipt.  Notice given by facsimile transmission shall be effective upon  actual receipt if received during the recipient’s normal business hours, or at  the beginning of the recipient’s next business day after receipt if not  received during the recipient’s normal business hours.  All notices by  facsimile transmission shall be confirmed promptly after transmission in  writing by certified mail or personal delivery.

            Any  party may change any address to which notice is to be given to it by giving  notice as provided above of such change of address.

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                         11.6     Amendment.  This Agreement may only  be amended by written agreement of the parties hereto.

                         11.7     Beneficiaries; References.  Executive  shall be entitled to select (and change, to the extent permitted under  applicable law) a beneficiary or beneficiaries to receive any compensation or  benefit payable hereunder following Executive’s death, and may change such  election, in either case by giving the Company written notice thereof.   In the event of Executive’s death or a judicial determination of his  incompetence, reference in this Agreement to Executive shall be deemed, where  appropriate, to refer to his beneficiary, estate or other legal  representative.  Any reference to the masculine gender in this Agreement  shall include, where appropriate, the feminine.

                         11.8     Survivorship.  The respective rights  and obligations of the parties hereunder shall survive any termination of this  Agreement to the extent necessary to the intended preservation of such rights  and obligations.  The provisions of this Section are in addition to the  survivorship provisions of any other section of this Agreement.

                         11.9     Governing law.  This Agreement shall  be construed, interpreted and governed in accordance with the laws of the  State of North Carolina without reference to rules relating to conflicts of  law.  For purposes of jurisdiction and venue, the Company hereby consents  to jurisdiction and venue in any suit, action or proceeding with respect to  this Agreement in any court of competent jurisdiction in the state in which  Executive resides at the commencement of such suit, action or proceeding and  waives any objection, challenge or dispute as to such jurisdiction or venue  being proper.

                         11.10   Effect of Prior Agreements.  This Agreement  contains the entire understanding between the parties hereto with respect to  the subject matter hereof, and supersedes in all respects any prior or other  agreement or understanding between the Company or any affiliate of the Company  and Executive with respect to the subject matter hereof.

                         11.11   Withholding.  The Company shall be entitled, to  the extent permitted or required by law, to withhold from any payment of any  kind due Executive under this Agreement to satisfy the tax withholding  obligations of the Company under applicable law.

                         11.12   Counterparts.  This Agreement may be executed in  two counterparts, each of which shall be deemed an  original.          

**IN WITNESS WHEREOF,**the parties hereto, having duly been authorized,  have executed this Agreement as of the date first above written.

| High Speed Net Solutions, Inc.                                                                                                                                                                                                                    | Gary E. Ban                                                                                                                                                                                                                                      |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                             |
| By:            /s/          Bjorn Jawerth                          |    /s/ Gary E.          Ban                                  |
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                             |
| Name:    Bjorn Jawerth                                                                                                                                                                                                             |                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                             |
| Title:       Chief Executive Officer                                                                                                                                                                                     |                                                                                                                                                                                                                                             |

 

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Exhibit __

General Release

             I hereby  release, acquit and forever discharge High Speed Net Solutions, Inc. (the  “Company”) and its officers, directors, agents, servants, employees,  attorneys, shareholders, successors, assigns and affiliates, of and from any  and all claims, liabilities, demands, causes of action, costs, expenses,  attorneys’ fees, damages, indemnities and obligations of every kind and  nature, in law, equity or otherwise, known and unknown, suspected and  unsuspected, disclosed and undisclosed, arising out of or in any way related  to agreements, events, acts or conduct at any time prior to and including the  date I sign this General Release, including but not limited to:

            (i)          any and all such claims and demands directly or indirectly arising out of or  in any way connected with my employment with the Company or the conclusion of  that employment;

             (ii)        claims or demands related to  salary, bonuses, commissions, incentive payments, stock, stock options, or any  ownership or equity interests in the Company, vacation pay, fringe benefits,  expense reimbursements, sabbatical benefits, severance benefits, or any other  form of compensation;

             (iii)       claims pursuant to any federal, any  state or any local law, statute, common law or cause of action including, but  not limited to, the federal Civil Rights Act of 1964, as amended, or any other  statute, agreement or source of law, the federal Americans with Disabilities  Act of 1990, the Family and Medical Leave Act, the federal Age Discrimination  and Employment Act of 1967, as amended; the Employee Retirement Income  Security Act, the Equal Pay Act, tort law, contract law, or the law of  wrongful discharge, discrimination, harassment, fraud, misrepresentation,  defamation, libel, emotional distress, and breach of the implied covenant of  good faith and fair dealing.

             I  represent that I have no lawsuits, claims or actions pending in my name, or on  behalf of any other person or entity, against the Company or any other person  or entity subject to the release granted hereby.  I agree that in the  event I bring a claim covered by this release in which I seek damages against  the Company or in the event I seek to recover against the Company  in any  claim brought by a governmental agency on my behalf, this General Release  shall serve as a complete defense to such claims.  However, nothing in  this General Release releases, acquits or discharges any entity from any  obligations to me for payments or other consideration set forth specifically  in my Employment Agreement with the Company.

ADEA Waiver and Release.  I acknowledge that I am knowingly and  voluntarily waiving and releasing any rights I may have under the ADEA, as  amended.  I also acknowledge that the consideration given for the waiver  and release in the preceding paragraphs hereof is in addition to anything of  value to which I was already entitled.  I further acknowledge that I have  been advised by this writing, as required by the ADEA, that:

(a)        my waiver and release do not  apply to any rights or claims that may arise after the execution date of this  General Release;

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(b)         I have been advised hereby  that I have the right to consult with an attorney prior to executing this  General Release;

(c)         I have forty-five (45) days  to consider this General Release (although I may choose to voluntarily execute  this General Release earlier);

(d)         I have seven (7) days  following the execution of this General Release to revoke the General Release;  and

(e)        this General Release will not  be effective until the date upon which the revocation period has expired,  which will be the eighth day after this General Release is executed by me.

 

|   | Executive                                                    |
|--------|--------------------------------------------------------------|
|   |                                                         |
|   | By:       _________________________ |
|   |                                                         |
|   | Date:     _________________________      |
|   |                                                         |

 

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