HIGH SPEED NET SOLUTIONS INC
EXECUTIVE EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.06
<SEQUENCE>10
<FILENAME>g67366ex10-06.txt
<DESCRIPTION>EXECUTIVE EMPLOYMENT AGREEMENT
<TEXT>

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                         EXECUTIVE EMPLOYMENT AGREEMENT

         This Executive Employment Agreement ("Agreement"), entered into as of
February 16, 2001, is made by and between High Speed Net Solutions ("HSNS" or
the "Company"), a Florida corporation with offices in Raleigh, North Carolina,
and Bjorn Jawerth ("Jawerth") of Raleigh, North Carolina.

         WHEREAS, pursuant to that certain Asset Purchase Agreement dated
October 30, 2000, as amended, by and among HSNS, Summus, Ltd., a Delaware
corporation ("Summus"), and Summus' stockholders identified therein (the "Asset
Purchase Agreement"), HSNS is acquiring certain assets of Summus; and

         WHEREAS, this Agreement is being entered into by the parties in
connection with the Asset Purchase Agreement.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
promises set forth below and other good and valuable consideration, the receipt
and sufficiency of which the parties acknowledge, the Company and Jawerth agree
as follows:

1.       EMPLOYMENT. The Company employs Jawerth and Jawerth accepts employment
         on the terms and conditions set forth in this Agreement. Jawerth's
         employment shall commence on the Closing Date under the Asset Purchase
         Agreement. In the event that the Closing under the


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         Asset Purchase Agreement does not occur, this Agreement shall be
         considered terminated and neither party shall have any obligation to
         the other under this Agreement.


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2.       NATURE OF EMPLOYMENT. Jawerth shall serve as co-Chief Executive Officer
         (`co-CEO') and Chief Scientist of HSNS. Jawerth's management
         responsibilities will be to head Summus Laboratories, develop
         technologies to support the HSNS business plan and short and long term
         goals as documented and approved by the Board of Directors, serve as a
         member of the HSNS Proposal Review Committee and as a member of its
         Board of Directors ("Board"). Jawerth's appointment as co-CEO is
         intended to be temporary while the Board conducts a search for a new
         CEO. When and if the Board finds a new CEO, Jawerth shall relinquish
         his position as co-CEO, and, at his request, the Company agrees that he
         shall be elected Chairman of the Board. If there is a new CEO, Jawerth
         shall report directly to the CEO. Jawerth will be responsible for
         carrying out, from a research standpoint, the Company's strategy as
         approved by the Board of Directors. Jawerth will prepare an annual
         research plan to carry out the Company's business plan, for approval by
         the Board of Directors. A total of 75% of the research budget shall be
         devoted to projects assigned by the Board and 25% shall be research
         projects that Jawerth, in his reasonable judgment, believes are
         necessary to support and extend the Company's competitive advantage.
         The research budget percentages may be adjusted from time to time by
         mutual agreement of Jawerth and the Board of Directors. The Board shall
         have the right to hire a new CEO of its choice, subject to the right of
         Jawerth to terminate this Agreement for Good Reason as described below.

3.       COMPENSATION.


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         (A)      BASE SALARY. Jawerth shall receive an initial base annual
                  salary of Three Hundred Fifty Thousand Dollars ($350,000),
                  plus such performance bonuses and options as are generally
                  available to other senior management and Board members of the
                  Company, as per review of the Board after recommendation of
                  the Board's Compensation Committee. On each anniversary of
                  this Agreement, Jawerth's annual salary shall be increased a
                  minimum of ten percent (10%).

         (B)      BENEFITS. Jawerth shall be entitled to participate in the
                  Company's Executive Benefits Plan, which shall include not
                  less than four (4) weeks of vacation, health insurance
                  benefits, retirement package, car allowance and such other
                  benefits, at a minimum, as listed below or mutually agreed,
                  although the Board may increase such benefits:

                           (I)      Car Allowance = $750 /month.

                           (II)     Corporate Apartment and apartment expenses
                  for a period of 6 months from Closing under the Asset Purchase
                  Agreement, up to $2500 /month.

                           (III)    Stock Options package to be no less than
                  that of any new CEO of the Company at anytime and protected
                  from dilution to the extent that other officers and directors
                  are protected from dilution. The Stock Options package will be
                  performance-based, with performance determined by the Board
                  based by successful execution of the research plan approved by
                  the Board. The Board of Directors will provide criteria to
                  detail the meaning of "successful execution" at the beginning
                  of each performance period.


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                           (I)      Participation in Employee benefits programs
                  as listed below, or equivalent plans:

                                    1.       Health Insurance - BlueCross
                                             BlueShield of North Carolina
                                    2.       Dental Insurance - BlueCross
                                             BlueShield of North Carolina
                                    3.       Life Insurance - Medical Life
                                             Insurance Company, Cleveland, OH
                                    4.       Vision Insurance - Vision Service
                                             Plan
                                    5.       Section 125 (Flexible Spending
                                             Accounts) - Flores & Associates
                                    6.       Short-term Disability -
                                             Northwestern Mutual Life Insurance
                                             Company
                                    7.       Long-term Disability - Northwestern
                                             Mutual Life Insurance Company Legg
                                             Mason.
                                    8.       Summus Ltd. 401(k) Plan

4.       ADDITIONAL COMPENSATION.

         (a)      Jawerth will be paid $500,000 in cash by HSNS as compensation
                  for his non-competition covenants set forth in Section 8 of
                  this Agreement. A payment of $100,000 will be made upon
                  Closing under the Asset Purchase Agreement. The remaining
                  $400,000 will be paid within three months after Closing, paid
                  in monthly installments of no less than $100,000.

         (b)      In connection with Closing, HSNS will allow Jawerth to make a
                  private sale of his HSNS stock totaling $2.5 million net
                  proceeds to him by selling 1,666,667 shares of his stock at
                  $1.50 per share, to persons at his own discretion. (c) For the
                  sale of each share of stock referred to in Section 4(b) above,
                  HSNS shall issue to Jawerth a number of HSNS options equal to
                  three times the number of shares he sold pursuant to Section


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                  4(b), each option having a strike price of $1.50, and
                  exercisable at any time during the second through fifth years
                  after the options are issued.

         (d)      Jawerth shall be entitled to inventions awards pursuant to an
                  inventions awards plan adopted by HSNS in connection with the
                  Closing.

5.       TERM OF EMPLOYMENT. The term of employment pursuant to this Agreement
         shall be for a period of three (3) years from the Closing Date under
         the Asset Purchase Agreement, subject to the following provisions:

         (A)      WITHOUT CAUSE. Either the Company or Jawerth may terminate the
                  employment relationship without Cause at any time upon giving
                  the other party thirty (30) days' written notice.

         (B)      BY JAWERTH FOR GOOD REASON. Jawerth may terminate his
                  employment with the Company at any time for Good Reason. For
                  purposes of this Agreement, "Good Reason" shall mean:

                  (I)      a change in Jawerth's status, title, position or
                           responsibilities which represents an adverse change
                           from his status, title, position or responsibilities
                           in effect immediately prior thereto; the assignment
                           to Jawerth of any duties or responsibilities that are
                           inconsistent with his status, title, position or
                           responsibilities; or any removal of Jawerth from or
                           failure to reappoint or reelect him to any such
                           position, status or title, except in connection with
                           the termination of his employment for Cause or by
                           Jawerth other than for Good Reason. Any


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                           disagreement under this paragraph, if it cannot be
                           resolved by Jawerth and the Board of Directors, shall
                           be subject to binding arbitration under the rules of
                           the American Arbitration Association.

                  (II)     A net reduction in the number of research scientists
                           of his research laboratories as of the date of this
                           Agreement by more than fifteen percent (15%) in any
                           year except for resignations which are not prompted
                           by management or which are approved or instructed by
                           Jawerth, and for which positions the Company is
                           rehiring;

                  (III)    A net reduction in the fully funded budget of his
                           laboratories for the core research team, which
                           comprise 20 people who are Summus employees under
                           contract in the Asset Purchase Agreement in any six
                           month period by more than ten percent (10%), by more
                           than five percent (5%) in any one year period and by
                           more than two and one-half percent (2 1/2%) over any
                           two year period;

                  (IV)     The invention awards program of HSNS is changed
                           without approval of Jawerth.

                  (V)      The Board hires a CEO who has not been approved by
                           Jawerth.

                  (VI)     HSNS ceases to be a Going Concern, meaning that HSNS
                           or its successor has not actively conducted business
                           for three consecutive months.

                  (VII)    A Change in Control of HSNS. For purposes of this
                           Agreement, "Change in Control" is defined as:


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                                    (1)      An acquisition of any voting
                           securities of the Company by any "Person" (as such
                           term is used in Sections 13(d) and 14(d) of the
                           Securities Exchange Act of 1934, as amended (the
                           "Act")), after which such Person becomes the
                           "beneficial owner" (as defined in Rule 13d-3 under
                           the Act), directly or indirectly, of more at least
                           forty percent (40%) of the total voting power of the
                           Company's then outstanding voting securities, but
                           excluding any such acquisition by the Company, any
                           Person of which a majority of its voting power or its
                           voting equity securities or equity interests is
                           owned, directly or indirectly, by the Company (for
                           purposes hereof, a "Subsidiary"), any employee
                           benefit plan of the Company or any of its
                           Subsidiaries (including any Person acting as trustee
                           or other fiduciary for any such plan);

                                    (2)      The shareholders of the Company
                           approve a merger, share exchange, consolidation or
                           reorganization involving the Company and any other
                           corporation or other entity that is not controlled by
                           the Company, as a result of which less than fifty
                           percent (50%) of the total voting power of the
                           outstanding voting securities of the Company or of
                           the successor corporation or entity after such
                           transaction is held in the aggregate by the holders
                           of the Company's voting securities immediately prior
                           to such transaction;

                                    (3)      The shareholders of the Company
                           approve a liquidation or dissolution of the Company,
                           or approve the sale or other disposition by the


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                           Company of all or substantially all of the Company's
                           assets to any Person (other than a transfer to a
                           Subsidiary of the Company);

                                    (4)      During any period of twenty-four
                           (24) consecutive months, the individuals who
                           constitute the Board of Directors of the Company at
                           the beginning of such period (the "Incumbent
                           Directors") cease for any reason to constitute at
                           least two-thirds (2/3) of the Board of Directors;
                           provided, however, that a director who is not a
                           director at the beginning of such period shall be
                           deemed to be an Incumbent Director if such director
                           is elected or recommended for election by at least
                           two-thirds (2/3) of the directors who are then
                           Incumbent Directors, or if Jawerth votes for election
                           of such director.

         (C)      BY THE COMPANY FOR CAUSE. The Company may terminate Jawerth's
                  employment at any time for Cause. For purposes of this
                  Agreement, "Cause" shall be defined as Jawerth's material
                  breach of this Agreement. Prior to any termination for Cause
                  arising out of his alleged breach of this Agreement, Jawerth
                  shall be given written notice by the Board, following a
                  majority vote of the Board, specifying the nature of the
                  alleged breach and shall have twenty (20) business days in
                  which to cure, or commence to cure, such breach. If Jawerth
                  effects such a cure or commences such a cure within the twenty
                  (20) business day period, his employment, salary and benefits
                  shall continue in full force and effect. If the Company
                  materially breaches this agreement, it shall have the same
                  right to have the breach described in writing by Jawerth and
                  the same twenty (20) business day cure period.


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         (D)      BY THE COMPANY FOR DISABILITY. The Company may terminate
                  Jawerth's employment in accordance with any applicable law in
                  the event of his "Disability," defined as his physical or
                  mental inability to perform the essential functions of his
                  duties satisfactorily for a period of one hundred eighty (180)
                  consecutive days. The company may wish to purchase key man
                  insurance on Jawerth.

         (E)      BY DEATH. This Agreement shall terminate in the event of
                  Jawerth's death.

6.       COMPENSATION AND BENEFITS UPON TERMINATION.

         (A)      If the Company terminates Jawerth's employment without Cause
                  or for Disability, he shall be entitled to a severance payment
                  equal to two years his then current base annual salary, to be
                  paid in a lump sum at the time of termination. All options
                  that Jawerth has shall immediately vest. He shall also be
                  entitled to receive for one year following termination the
                  health benefits he is then currently receiving from the
                  Company at no greater cost to him than the cost he paid for
                  such benefits immediately prior to his termination.

         (B)      In the event Jawerth terminates his employment for Good
                  Reason, he shall receive severance pay and benefits as if such
                  termination had been by the Company without Cause.

         (C)      In the event Jawerth terminates his employment without Good
                  Reason, he shall be entitled to receive an amount equal to two
                  (2) weeks of his then current salary for each year of service
                  under this Agreement. He shall also be entitled to a
                  continuation of his


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                  health benefits for three (3) months at no greater cost to him
                  than the cost he paid for such benefits immediately prior to
                  his termination. In addition, if Jawerth terminates his
                  employment without Good Reason or he is terminated for cause
                  within one year of the Closing Date under the Asset Purchase
                  Agreement Jawerth shall return to the Company all options
                  granted under this Agreement.

         (D)      If the Company terminates Jawerth's employment for Cause, he
                  shall be entitled to receive two (2) weeks of his then current
                  salary as severance pay.

         (E)      If this Agreement is terminated due to Jawerth's death, the
                  termination shall be treated as a termination by Jawerth for
                  Good Reason, and any monies and other benefits due, so far as
                  such benefits can be monetized, shall be paid to Jawerth's
                  estate.

7.       HSNS PROPERTY.

         (A)      All intellectual property developed by Jawerth in connection
                  with his employment by the Company shall be the exclusive
                  property of HSNS. During the term of this Agreement and
                  thereafter, Jawerth shall cooperate with the Company to obtain
                  or confirm rights in the intellectual property developed by
                  Jawerth for HSNS, at the Company's expense. Such rights shall
                  include, but not be limited to, filing and prosecuting
                  applications for obtaining or registering patents, trademarks
                  and copyrights.

         (B)      All intellectual property developed by Jawerth entirely on his
                  own time without using any of the Company's equipment,
                  supplies, facilities, Confidential Information, or other
                  assets, and not related to the Business of the Company, shall
                  not be the property of the Company.


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         (C)      HSNS hereby grants to Bjorn Jawerth, personally, a
                  non-exclusive, non-transferable, world-wide license, without
                  right to sublicense, to make and use New Technology, as such
                  term is defined in the HSNS Inventions Awards Plan, that is
                  developed during the twelve months following Closing under the
                  Asset Purchase Agreement. Any rights of Jawerth under this
                  license are subject to his fiduciary obligations as a director
                  and/or officer of the Company, and to his obligations under
                  Section 8 of this Agreement. Jawerth acknowledges that the
                  Company would not grant such license but for the obligations
                  of Jawerth set forth in Section 8. This license shall
                  terminate on the later of the date twelve months from the
                  Closing or such later date as may be set by the Board,
                  excluding Jawerth (either, the "License Termination Date"). If
                  HSNS ceases to be a Going Concern prior to the License
                  Termination Date, the license shall be perpetual and shall
                  include the rights to sell and offer to sell products and
                  services using the licensed New Technology, and the right to
                  sublicense.

8.       NON-COMPETITION.

         (A)      Jawerth agrees that, for the period of eighteen (18) months
                  immediately following termination of this Agreement for any
                  reason, he will not, without the prior written consent of
                  HSNS, for his own account or jointly with another, directly or
                  indirectly, for or on behalf of any person or entity, as
                  principal, agent or otherwise:

                  (i)      participate in the control or management of or assist
                           a business that develops, markets, licenses out or
                           sells digital media compression products or services


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                           within the Territory (the "Business"), or assist such
                           a business in the development of digital media
                           compression products or services, or accept
                           employment as a consultant, director, officer or
                           manager by a business engaged in the Business, except
                           HSNS; or

                  (ii)     solicit or induce, or in any manner attempt to
                           solicit or induce, any person employed or engaged by
                           HSNS in any capacity (including, without limitation,
                           as an employee, distributor, independent contractor
                           or agent), to leave such employment or engagement,
                           whether or not such employment or engagement is
                           pursuant to a contract or is at will.

         (B)      Although the parties have, in good faith, used their best
                  efforts to make the provisions of part (a) above reasonable in
                  the scope of activities, geographic area and in duration, and
                  it is not anticipated, nor is it intended, by any of the
                  parties hereto that a Court of competent jurisdiction would
                  find it necessary to reform the provisions hereof to make it
                  reasonable in respect to the scope of activities, geographic
                  area and in duration, or otherwise, the parties understand and
                  agree that if a court of competent jurisdiction determines it
                  necessary to reform the scope of part (a) above in order to
                  make it reasonable in respect to the scope of activities,
                  geographic area or duration, or otherwise, damages, if any,
                  for a breach hereof, as so reformed, would be deemed to accrue
                  to HSNS as of and from the date of such a breach only insofar
                  as the damages for such breach relate to an action which
                  occurred within the scope of activities, geographic area and
                  duration as so reformed.


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         (C)      For purposes of the foregoing, the "Territory" shall mean the
                  United States of America, Canada, Mexico, the countries of the
                  European Union, East Asia, and India. "Digital media
                  compression products or services" shall include, but not be
                  limited to, products and services involving digital media
                  compression, where media can be audio, video, still images, or
                  animation files.

         (D)      Jawerth acknowledges that the business of the Company in rich
                  media products and services based on digital media compression
                  is international in scope, that eighteen (18) months of
                  restriction is appropriate given the importance of Jawerth's
                  position with the Company, and that Jawerth has received
                  substantial and adequate consideration for his covenants in
                  part (a) above.

9.       CONFIDENTIAL INFORMATION.

         (A)      During the term of this Agreement and for eighteen (18) months
                  following its termination, unless he has the Company's express
                  prior approval with respect to specific information, Jawerth
                  will keep confidential all Confidential Information he
                  receives from the Company, or which he generates during the
                  course of his employment, including technologies owned by the
                  Company. Confidential Information is defined as information
                  not publicly available or which Jawerth did not obtain from
                  non-Company sources that were obligated to keep such
                  information confidential, and information received from third
                  parties that the Company is obligated to keep confidential.
                  Jawerth may disclose Confidential Information, however, if
                  such


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                  information becomes public through no act or omission of
                  Jawerth, or if Jawerth is ordered to disclose such information
                  by a court of competent jurisdiction.

         (B)      Jawerth agrees that Confidential Information is the sole and
                  exclusive property of the Company or the third parties that
                  provided the Confidential Information to the Company. Should
                  Jawerth leave the Company, he will return to the Company, upon
                  request, all Confidential Information in his possession.

10.      [RESERVED]

11.      WAIVER OF BREACH. A waiver by either party of a breach of any provision
         of this Agreement does not constitute a waiver of any other provision
         of this Agreement; nor does it constitute a continuing waiver of the
         same provision waived.

12.      ASSIGNMENT. Because of the professional services involved, the
         obligations or benefits of Jawerth cannot be assigned without the
         express prior written permission of HSNS, which shall not be
         unreasonably withheld. This Agreement cannot be assigned by HSNS
         without the express prior written approval of Jawerth, which may not be
         unreasonably withheld. This Agreement shall be binding on all
         successors and permitted assigns of HSNS.

13.      INDEMNIFICATION AND INSURANCE. Jawerth shall be entitled to the full
         corporate indemnity and defense protections otherwise provided by the
         Company to its senior officers, through bylaw


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         provisions, corporate policy, applicable law, or otherwise. The
         indemnification shall also extend to HSNS liabilities before closing
         for actions in which Jawerth had no involvement. HSNS shall carry
         standard directors and officers insurance.

14.      GOVERNING LAW. This Agreement shall be governed by the laws of North
         Carolina. The venue for any dispute relating to or arising under this
         Agreement shall be Raleigh, North Carolina, unless the parties agree
         otherwise in advance. Before any litigation is instituted, the parties
         to any such dispute shall first pursue mediation, and if such mediation
         does not resolve the dispute, then binding Arbitration, under the rules
         of the American Arbitration Association. The parties hereby consent to
         jurisdiction in North Carolina for the purpose of any litigation
         relating to this Agreement and agree that any litigation by or
         involving them relating to this Agreement shall be conducted in the
         courts of Wake County, North Carolina or the federal courts of the
         United States for the Eastern District of North Carolina.

15.      PERFORMANCE. Jawerth agrees that he will perform his duties and conduct
         himself in accordance with applicable laws.

16.      THIRD PARTY BENEFICIARIES. Other than permitted successors and assigns,
         this Agreement does not create, grant or establish any rights in any
         third parties, including without limitation the members of any
         inventing team. There are no third party beneficiaries of this
         Agreement.


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17.      ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement
         between the parties. This Agreement supersedes any previous agreements,
         written or oral, all of which are deemed to be merged into this
         Agreement. Any modifications to this Agreement must be in writing and
         signed by both parties to be effective. This Agreement, to be
         effective, must be approved by the majority of the current directors of
         HSNS.

         IN WITNESS WHEREOF, the parties have entered into this Agreement on the
date written below.


HIGH SPEED NET SOLUTIONS:


By: /s/ Andrew Fox
    --------------------------------
Title: President and CEO
       -----------------------------


BJORN JAWERTH:


/s/ Bjorn Jawerth                                              2/16/01
------------------------------------                 ---------------------------
                                                                Date


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</DOCUMENT>
