Okeefe Patrick S Sample Contracts

Okeefe Patrick S – SUPPLEMENT TO AGREEMENT BY AND BETWEEN (February 22nd, 2000)

SUPPLEMENT TO AGREEMENT BY AND BETWEEN HIGH SPEED NET SOLUTIONS, INC. AND WILLIAM DUNAVANT WHEREAS, on or about January 15, 1999, the parties entered into an oral agreement (the "Oral Agreement") for the exchange of common stock of High Speed Net Solutions, Inc. for common stock of Summus Technologies, Inc.; and WHEREAS, the parties have just now memorialized the Oral Agreement in writing by a written agreement (the "Written Agreement") dated and effective August 13, 1999 by and between the parties. NOW THEREFORE, it is agreed as follows: 1. The actual effective date for the Written Agreement shall be January 15, 1999. HIGH SPEED NET SOLUTIONS, INC. /s/ William R. Dunavant By: /s/ Michael M. Cimino ---------------------------- ------------------------------------- William R. Dunavant Michael Cimino, Chairman of th

Okeefe Patrick S – FIRST AMENDMENT TO LETTER AGREEMENT (February 22nd, 2000)

FIRST AMENDMENT TO LETTER AGREEMENT This First Amendment to the Letter Agreement dated January 14, 1999, (the "Letter Agreement") by and among Summus, Ltd., a Delaware corporation ("Summus, Ltd."); Summus Technologies, Inc., a Delaware corporation ("Summus Technologies"); Brad Richdale; and High Speed Net Solutions, Inc., a Florida corporation ("High Speed"); is made and entered into as of the 16th day of August, 1999. 1. The Letter Agreement is hereby amended as follows: A. The last two sentences of Paragraph 4 are hereby amended to read in their entirety as follows: Following the merger, Net Solutions shall have the right to appoint two designees to serve on a seven member board. If the Board is increased, Net Solutions will retain the equivalent of 18% (rounded

Okeefe Patrick S – AGREEMENT (February 22nd, 2000)

AGREEMENT This Agreement, dated and effective August 13, 1999, between and among High Speed Net Solutions, Inc., a Florida corporation (the "Company"), and William R. Dunavant, an individual residing in Weston, Florida. W I T N E S S E T H: WHEREAS, Dunavant owns 250,000 shares of common stock of Summus Technologies, Inc., a Florida corporation (the "Summus Stock"); and WHEREAS, Summus Technologies, Inc. is a privately held corporation, there is no registration statement in effect with respect to the sale of the Summus Stock, and no right to register the Summus Stock for sale is expressly or impliedly promised by or anticipated by any of the parties to this Agreement pursuant to or as a result of this Agreement; and WHEREAS, the Company is desirous of purchasing the Summus Stock and Dunavant is desirous of selling the Summus Stock to the Compan

Okeefe Patrick S – NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT (February 22nd, 2000)

NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT This Non-Circumvention and Non-Disclosure Agreement (hereinafter referred to as the "Agreement" is made this 6th of February, 1999 by and between High Speed Net Solutions and R. J. Seifert Enterprises. Collectively, all the parties hereto may be referred to hereinafter as the "Parties", shall include both disclosing party and informed party without prejudice. Whereas, the Parties wish to associate themselves for the purpose of working together for their individual and common benefit. Now, therefore, in consideration of the representations, agreements, promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. The Parties agree to abide by the following rules of non-circumvention and non-disclosure for a period of Two years from the effective da

Okeefe Patrick S – NONQUALIFIED STOCK OPTION AGREEMENT (February 22nd, 2000)

HIGH SPEED NET SOLUTIONS, INC. NONQUALIFIED STOCK OPTION AGREEMENT THIS NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is made as of the 25th day of August, 1999 (the "Grant Date"), by and between High Speed Net Solutions, Inc., a Florida corporation (the "Corporation"), and Andrew L. Fox (the "Participant"). WHEREAS, the Board granted Participant an option to purchase shares of the Corporation's Stock pursuant to the Plan; and WHEREAS, this Agreement evidences the grant of such option. 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. The Board granted Participant an option to purchase from the Corporation, during the

Okeefe Patrick S – ADVISORY AGREEMENT (February 22nd, 2000)

ADVISORY AGREEMENT This Agreement is made and entered into this sixth day of February, by and between: High Speed Net Solutions, represented by Mike Cimino whose principal address is 4542 S. Peninsula Drive, Ponce Inlet, FL 32127 (hereinafter referred to as the "Company") and R J. Seifert Enterprises and or assigns, represented by Richard Seifert, whose principal address is 7611 Woodlawn Avenue, Elkins Park, PA 19027 (hereinafter referred to as the "Advisor"); W I T N E S S E T H: Whereas, Advisor is in the business of securing and/or finding entities which possess the ability to fund venture capital projects, introduce potential marketing channels and sources of revenues, Joint Ventures, Strategic alliances or acquirers and; Whereas, Advisor desires to introduce the Company to eligible entities with the ability to provide funding for, sources of revenue, Joint Ventures, and Strategic a

Okeefe Patrick S – LEASE AGREEMENT (February 22nd, 2000)

2 CAPITAL ASSOCIATES LEASE AGREEMENT by and between PHOENIX LIMITED PARTNERSHIP OF RALEIGH LANDLORD and HIGH SPEED NET SOLUTIONS, INC. TENANT Dated as of: 10-15, 1999 (C)1999 Capital Associates. All rights reserved. LEASE AGREEMENT THIS LEASE AGREEMENT (this "Lease") is made and entered into on this 15th day of October, 1999, by and between PHOENIX LIMITED PARTNERSHIP OF RALEIGH, a Delaware limited partnership ("Landlord") and HIGH SPEED NET SOLUTIONS, INC., a Florida corporation ("Tenant"), on the terms and conditions set forth below. ARTICLE 1- LEASED PREMISES 1.0

Okeefe Patrick S – SETTLEMENT AGREEMENT (February 22nd, 2000)

SETTLEMENT AGREEMENT This Settlement Agreement (the "Agreement") is entered into this 22nd day of September, 1999, by HIGH SPEED NET SOLUTIONS, INC. ("HSNS"), a Florida corporation, SUMMUS LTD. ("SUMMUS"), a Delaware corporation, and PETER ROGINA, an individual formerly employed by HSNS. HSNS, SUMMUS and Mr. Rogina will be referred to collectively as the "Parties." RECITALS A. Mr. Rogina served as President of HSNS from March 15, 1999, until April 20, 1999. B. On or about March 1, 1999, HSNS and Mr. Rogina executed an Employment and Stock Option Agreement (the "Employment Agreement"), which obligates HSNS to transfer to Mr. Rogina certain stock options and contains among others, provisions regarding non-solicitation and non-competition and anti-dilution and adjustment provisions regarding the stock options. A copy of the Employment Agreement is att

Okeefe Patrick S – FIRST AMENDMENT TO MARKETING LICENSE AGREEMENT (February 22nd, 2000)

FIRST AMENDMENT TO MARKETING LICENSE AGREEMENT This First Amendment to the Marketing License Agreement (the "MLA") by and between Summus, Ltd. ("LTD") and High Speed Net Solutions, Inc. ("HSNS") is made and entered into as of the 16th day of August, 1999. 1. The MLA is hereby amended to provide that the initial three year term of the MLA ends three years from June 15, 1999. Accordingly, the second sentence of Section 26.1 is hereby amended by changing "February 23, 2002" to read "June 15, 2002". Any reference in the MLA to the initial three year term of the MLA shall mean the three year term ending June 15, 2002. 2. This Amendment shall become effective upon the consummation of the merger of Summus, Ltd. and Summus Technologies, Inc. If the merger is not consummated, then this Amendment shall be null and void and of no force or effect. 3. Except as otherwise specifically modified herein the remaining terms of the MLA, as am

Okeefe Patrick S – CONSULTING AGREEMENT (February 22nd, 2000)

CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") made and entered into as of the 24th day of September 1999 by and between Kyoung Bum Park (the "Consultant"), Summus, Ltd. a Delaware corporation ("Summus") and High Speed Net Solutions, Inc., a Florida corporation ("HSNS"). Summus and HSNS shall be referred to collectively as the "Companies". W I T N E S S E T H WHEREAS, the Companies are desirous of engaging Consultant to provide certain consulting services to the Companies and Consultant is desirous of accepting such engagement; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereby agree as follows: 1. ENGAGEMENT AS CONSULTANT. The Companies hereby engage Consultant to perform consulting services to the Companies and Consultant hereby accepts such engagement and agrees to provide c

Okeefe Patrick S – SAMSUNG NON-CIRCUMVENTION AGREEMENT (February 22nd, 2000)

SAMSUNG NON-CIRCUMVENTION AGREEMENT This Agreement ("Agreement") is made this 15th day of April, 1999 by and between Summus, Ltd. ("Summus") and High Speed Net Solutions ("HSNS"). Whereas Summus and HSNS have entered into an agreement granting HSNS certain exclusive and non-exclusive rights, and have entered into a letter of intent granting HSNS certain agent rights in connection with Samsung in certain of Summus' products; Whereas Summus acknowledges that HSNS has opened a discussion with Samsung that may result to the mutual benefit of Summus and HSNS. NOW THEREFORE, in consideration of the mutual covenants herein contained, Summus and HSNS, intending to be legally bound by the provisions hereof, hereby agree as follows: 1. Summus, Ltd., its principals, employees, associates, and agents shall not independently of High Speed Net Solutions,

Okeefe Patrick S – EMPLOYMENT AND STOCK OPTION AGREEMENT (February 22nd, 2000)

EMPLOYMENT AND STOCK OPTION AGREEMENT THIS EMPLOYMENT AND STOCK OPTION AGREEMENT (the "Agreement") is made and entered into as of this 1st day of March 1999, by and between HIGH SPEED NET SOLUTIONS, INC., a corporation organized under the laws of the State of Florida, with principal executive offices located at 233 Oakridge Street, Holly Hill, Florida 32117 (the "Company") and PETER ROGINA, an individual residing at 1 Waldron Drive, Martinsville, New Jersey 08836 (the "Executive"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Company wishes to employ the Executive as its Vice-President - Sales and Marketing and the Executive wishes to be so employed by the Company in such capacity; and WHEREAS, the Company and the Executive each believe it to be in their respective best interest to enter into this Agre

Okeefe Patrick S – 2000 EQUITY COMPENSATION PLAN (February 22nd, 2000)

HIGH SPEED NET SOLUTIONS, INC. 2000 EQUITY COMPENSATION PLAN ARTICLE I - GENERAL PROVISIONS 1.1 The Plan is designed for the benefit of the Company to secure and retain the services of Eligible Participants. The Board believes the Plan will promote and increase personal interests in the welfare of the Company by, and provide incentive to, those who are primarily responsible not only for its regular operations but also for shaping and carrying out the long-range plans of the Company and ordering its continued growth and financial success. 1.2 Awards under the Plan may be made to Participants in the form of (i) Incentive Stock Options; (ii) Nonqualified Stock Options; (iii) Stock Appreciation Rights; (iv) Restricted Stock; (v) Deferred Stock; (vi) Stock Awards; (vii) Performance Shares; and (viii) Other Stock-Based Awards and other forms of equity-based compen

Okeefe Patrick S – CONSULTING AGREEMENT (February 22nd, 2000)

CONSULTING AGREEMENT THIS CONSULTING AGREEMENT is made and entered into as of December 15, 1999, by and between High Speed Net Solutions, Inc. (HSNS ), a Florida corporation, and RPC International ("Consultant"). W I T N E S S E T H: ------------------ WHEREAS, Summus is desirous of Consultant providing certain services to HSNS; and WHEREAS, Consultant desires to provide such services to HSNS; NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto hereby agree as follows: 1. SERVICES. HSNS hereby retains Consultant to perform professional and management services including but not limited to, business plan development, recruitment and hiring of HSNS employees, customer

Okeefe Patrick S – SHAREHOLDERS' AGREEMENT (February 22nd, 2000)

SHAREHOLDERS' AGREEMENT THIS SHAREHOLDERS' AGREEMENT (the "Agreement") is made and entered into as of this 16th day of August, 1999 by and among Summus, Ltd., a Delaware corporation (the "Company"), High Speed Net Solutions, Inc., a Florida corporation; Sharon Stairs; Ahmad Moradi; Antonio Bianco; Joseph Peretta; Rich, Bahman & Berger (CPAs); David Anderson; Stephen Purkiss; Kerstin Jawerth; Ron Compton and such other shareholders of the Company who become a party to this Agreement in accordance with the terms hereof (collectively, the "Shareholders"). WITNESSETH: WHEREAS, the Shareholders currently, or as part of the merger of the Company and Summus Technologies, Inc. (the "Merger"), will own certain of the issued and outstanding shares of capital stock of the Company; and WHEREAS, the parties to this Agreement believe that it is in their mutual best interests to restrict the sale and trans

Okeefe Patrick S – MARKETING LICENSE AGREEMENT (February 22nd, 2000)

MARKETING LICENSE AGREEMENT THIS MARKETING LICENSE AGREEMENT (this "Agreement"), dated as of the __ day of February 1999, is by and between Summus, LTD. ("LTD"), a Missouri corporation, and High Speed Net Solutions, Inc. (formerly known as zzap.net, inc.) ("HSNS"), a Florida corporation; WHEREAS, LTD owns certain computer software programs and related documentation; WHEREAS, pursuant to the terms of a Letter Agreement dated January 14, 1999 (the "Letter Agreement") among LTD, Summus Technologies, Inc., a Delaware corporation, HSNS, and Brad Richdale, LTD has agreed to grant certain rights, as hereinafter described, to market, distribute, and license such programs and related documentation; WHEREAS, HSNS further desires to receive such rights to such programs and their related documentation from LTD; NOW, THEREFORE, in consideration of the mutual covenants herein containe

Okeefe Patrick S – NONQUALIFIED STOCK OPTION AGREEMENT (February 22nd, 2000)

HIGH SPEED NET SOLUTIONS, INC. NONQUALIFIED STOCK OPTION AGREEMENT THIS NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is made as of the 25th day of August, 1999 (the "Grant Date"), by and between High Speed Net Solutions, Inc., a Florida corporation (the "Corporation"), and Alan R. Kleinmaier (the "Participant"). WHEREAS, the Board granted Participant an option to purchase shares of the Corporation's Stock pursuant to the Plan; and WHEREAS, this Agreement evidences the grant of such option. 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. The Board granted Participant an option to purchase from the Corporation, durin