memo.
TO: Rob Lowery, HSNS
FROM: Richard E. Brodsky
DATE: 12/5/00
On behalf of William R. Dunavant, I propose the following. In exchange for
Dunavant's waiving objection to the failure of HSNS to file the North Carolina
fairness proceeding for the Dunavant shares, as was called for under the October
26, 2000 Second Amended and Restated Settlement Agreement:
(10) HSNS will amend the currently filed Registration Statement on Form
S-1, SEC file no. 333-41730, to include, as to Dunavant, 2,000,000
HSNS Shares plus any Monthly Shares (pursuant to (paragraph) II.B of
the October 26, 2000 Second Amended and Restated Settlement Agreement
and (paragraph) 3 of this memo) due and owing through the effective
date of the Registration Statement, and will use its best efforts to
make the Registration Statement become effective.
(11) HSNS will continue the issuance of Monthly Shares under (paragraph)
II.B of the October 26, 2000 Second Amended and Restated Settlement
Agreement until the later of (a) the effectiveness of the Registration
Statement or (b) the receipt by Dunavant of Rule 144 letters as to all
2,000,000 Shares plus Monthly Shares in his possession or due and
owing as of March 15, 2001.
(12) HSNS and Dunavant agree that Dunavant now holds 2,050,000 HSNS Shares.
25,000 Shares are deemed to be in satisfaction of the Monthly Shares
requirement under (paragraph) II.B of the October 26, 2000 Second
Amended and Restated Settlement Agreement for the period ended
November 26, 2000. 25,000 are deemed to be an advance on the Monthly
Shares requirement under (paragraph) II.B of the October 26, 2000
Second Amended and Restated Settlement Agreement for the period ended
December 26, 2000. If the Registration Statement becomes effective
before December 26, 2000, these shares will not be included in the
Registration Statement as it becomes effective but instead will be
restricted securities.
If this is acceptable, please sign below where indicated and return to me
via fax.
26
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High Speed Net Solutions, Inc.
By: [Andrew Fox]
__________________________
Its President & CEO
Dated: 12/5/00
27
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