Voting Trust Agreement

HIGH SPEED NET SOLUTIONS, INC.


VOTING TRUST AGREEMENT


THIS VOTING TRUST AGREEMENT (the "Agreement") is made and entered into as of the 16th day of February, 2001, among Dr. Bjorn Jawerth ("Stockholder"), High Speed Net Solutions, Inc., a Florida corporation, together with any of its majority-owned subsidiaries (the "Company"), and Stuart Diamond (the "Trustee").


BACKGROUND STATEMENT


The Stockholder is the owner and holder of the number of shares of the Company (the "Shares") set forth opposite his name and signature below. The Asset Purchase Agreement, as amended, dated as of October 30, 2000 (the "Purchase Agreement") requires the Stockholder to execute and deliver this Agreement as a condition to the issuance of Share Purchase Price under the Purchase Agreement. The Company, the Stockholder and other stockholders desire to provide for orderly governance of the Company.


The term "Shares" in this Agreement shall mean shares of the Company beneficially owned shares or owned and currently held shares or any shares acquired by Stockholder in the future, except that any shares removed from the coverage of this Agreement through the provisions of Section 4(b) or 4(c) shall not be included. The term "beneficial" or "beneficially" or "beneficial owner" shall have the meaning given in Exhibit A to this Agreement.


STATEMENT OF AGREEMENT


1. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements herein contained and the transactions contemplated hereby and thereby, the parties hereby covenant and agree as follows:


2. Transfer. Stockholder hereby assigns to the Trustee the Shares, to be held by the Trustee under the terms and conditions of this Agreement. Stockholder hereby authorizes and directs the Company to transfer the Shares to the Trustee on the books of the Company. The Company will issue to the Trustee, as trustee, a new certificate representing the Shares and the parties hereby agree to execute and deliver such documents as the Company may reasonably request to effectuate such transaction. The parties hereto acknowledge that the voting trust hereby created shall apply during its term to all securities of the Company (or any successor company) received by Stockholder (or any transferee of the Shares), whether by dividend, stock split, merger, share exchange, liquidation or otherwise. The parties further agree that any cash or other property (other than securities


2


of the Company or successor company) received in any such exchange or otherwise for the Shares shall be distributed by the Trustee to Stockholder as appropriate.


3. Voting Trust Certificates. The Trustee will issue to Stockholder a Voting Trust Certificate evidencing his beneficial ownership of the Shares held by the Trustee.


4. Transfer of Voting Trust Certificates.


(a) Except as provided in Section 4(b) and 4(c) below, Stockholder
may not transfer his Voting Trust Certificates, his interest in the
voting trust hereby created, or the Shares, without the prior written
consent of the Trustee. Consent to transfer of Voting Trust
Certificates shall not be withheld if the proposed transferee executes
and delivers to the Trustee agreements in form and substance reasonably
acceptable to the Trustee, whereby the proposed transferee agrees to be
bound by this Agreement. To the extent permitted hereunder, any such
transfer of Voting Trust Certificates and any subsequent transfers
shall be made only on the books of the Trustee by the record holder
thereof or by his legal representative, who shall furnish the Trustee
with proper evidence of authority to transfer, or by his attorney
thereunto authorized by power of attorney duly executed and filed with
the Trustee, and on surrender for cancellation of the Voting Trust
Certificate.


(b) Each month commencing on the first month anniversary of this
Agreement, one twelfth (1/12) of the Shares subject to this Agreement
shall be released from the provisions of this Agreement until all
Shares are no longer subject to this Agreement. Upon release of all of
the Shares from this Agreement, this Agreement shall automatically
terminate. All Shares released shall continue to be subject to the
limitations of the Purchase Agreement regarding public sale.


(c) Nothing in this ...