Exhibit 4.1


    
      

    

     

    Exhibit
      4.1

     

    

       

       

      July
        27,
        2006

       

      
        	
                Oasys
                  Mobile, Inc.

                434
                  Fayetteville Street

                Suite
                  600

                Raleigh,
                  North Carolina 27601

                 

              


      

      
        	 	
                Re:

              	
                 Modification
                  and Waiver Agreement

              


      

       

      Gentlemen:

       

      This
        letter agreement (the “Agreement”) sets forth the terms and conditions pursuant
        to which RHP Master Fund, Ltd. (“RHP”) and LAP Summus Holdings, LLC (“LAP” and,
        together with RHP, the “Buyers”) will waive certain of its rights under that
        certain Securities Purchase Agreement dated as of November 18, 2005 (the
        “Purchase Agreement”) by and among RHP, LAP and Oasys Mobile, Inc. (f/k/a
        Summus, Inc.), a Delaware corporation (the “Company”), and all of the other
        documents and instruments entered into in connection therewith, including
        without limitation, the Debentures, the Warrants, the Security Agreement
        and the
        Registration Rights Agreement (collectively, the “Transaction
        Documents”).

       

      1.    Waiver
        of Event of Default.
        Provided that the Company is in full compliance with all of its obligations
        pursuant to the Transaction Documents, including without limitation all
        agreements and covenants relating to the Company’s obligations to maintain the
        registration and listing of its common stock and to maintain its corporate
        existence, the Buyers hereby waive their right to cause the Company to redeem
        the 6% Senior Secured Debentures dated November 18, 2005 issued to each of
        the
        Buyers (the “Debentures”) pursuant to Article I.A.7 of the Debentures in the
        event that the Company engages in a transaction or series of related
        transactions in which more than 50% or more of the voting power of the Company
        is disposed of, provided that such transaction or transactions do not violate
        or
        require the Buyers’ consent under Article III.D of the Debentures (relating to
        the sale of the Company’s assets outside the ordinary course of business) or
        under Section 4.13 of the Purchase Agreement (relating to maintenance of
        the
        Company’s corporate existence). The foregoing waiver is strictly limited to
        financing transactions which result in the disposition of more than 50% of
        the
        voting power of the Company (and which do not otherwise trigger a redemption
        right pursuant to 

       


      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

          Oasys
            Mobile, Inc.

          July
            27,
            2006

          Page
            2

        

      


      Article
        I.A or otherwise), and does not cover any other transaction or transactions
        which would give rise to the Buyers’ right to cause a redemption of the
        Debentures pursuant to Article I.A of the Debentures (including without
        limitation other transactions covered by Article I.A.7, even if such other
        transactions, in addition to triggering a redemption right for reasons other
        than the disposition of more than 50% of the voting power of the Company,
        result
        in the disposition of more than 50% of the voting power of the Company).
        For the
        avoidance of doubt, the parties agree that, but for the waiver contemplated
        hereby, Article I.A.7 would be triggered by the issuance of a number of voting
        shares equal to or greater than 50% of the approximately 13,500,000 shares
        of
        Common Stock outstanding as of May 10, 2006, or approximately 6,750,000 shares
        of Common Stock.

       

      2.    Company
        Acknowledgement.
        By
        execution of this letter agreement, the Company acknowledges that,
        notwithstanding the waiver by the Buyers set forth in Paragraph 1 hereof,
        the
        Company does not currently have any oral or written term sheets, contracts,
        commitments, agreements, arrangements or understandings (collectively,
“Agreements”) with any party or parties involving any transaction or series of
        transactions which, if consummated, would give rise to the Buyers’ right to
        cause a redemption of the Debentures but for such waiver. In this regard,
        the
        Company does not have any Agreements with any third party investor, broker
        or
        agent regarding a transaction or series of related transactions that, if
        consummated, would result in the disposition of more than 50% of the voting
        power of the Company.

       

      3.    Issuance
        of Amended A Warrants.
        In
        consideration for the Buyers providing the foregoing waiver to the Company,
        each
        of the Buyers will be issued an amended A Warrant in the form attached hereto
        as
Exhibit
        A
        (with a
        Purchase Price of $1.10 and an increase in the number of Units underlying
        each A
        Warrant to 1,400,000 Units). The shares of Common Stock issuable upon exercise
        of the amended A Warrants will be Registrable Securities (as defined in the
        Registration Rights Agreement dated as of November 18, 2005 by and among
        the
        Company and the Buyers).

       

      4. Equal
        Treatment of Buyers.
        No
        consideration shall be offered or paid to any person to amend or consent
        to a
        waiver or modification of any provision of this Agreement or any of the
        Transaction Documents unless the same consideration also is offered to all
        the
        parties to this Agreement and the other Transaction Documents. The Company
        shall
        not purchase or redeem, or offer to purchase or redeem, from any Buyer any
        Debentures, Warrants or shares of Common Stock issuable upon conversion of
        the
        Debentures or exercise of the Warrants, without offering to purchase or redeem
        Debentures, Warrants or Common Stock from all Buyers on the same terms and
        conditions.

       

      5.    Independent
        Nature of Buyers’ Obligations.
        

       

      (a)    The
        Company acknowledges that the obligations of the Buyers under this Agreement
        and
        the Transactions Documents are several and not joint, and no Buyer shall
        be
        responsible in any way for the performance of the obligations of any other
        Buyer
        under this Agreement or the Transaction Documents. The decision of each of
        the
        Buyers to this Agreement has been made by each Buyer independently of any
        other
        Buyer and independently of

       


      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

          Oasys
            Mobile, Inc.

          July
            27,
            2006

          Page
            3

        

      


      any
        information, materials, statements or opinions as to the business, affairs,
        operations, assets, properties, liabilities, results of operations, condition
        (financial or otherwise) or prospects of the Company which may have made
        or
        given by any other Buyer or by any agent or employee of any other Buyer and,
        as
        between the Buyers, no Buyer or any of its agents or employees shall have
        any
        liability to any other Buyer relating to or arising from any such information,
        materials, statements or opinions. The Company further acknowledges that
        nothing
        contained in this Agreement or in the Transaction Documents, and no action
        taken
        by the Buyers pursuant hereto or thereto, shall be deemed to constitute the
        Buyers as a partnership, an association, a joint venture or any other kind
        of
        entity, or create a presumption that the Buyers are in any way acting in
        concert
        or as a group with respect to such obligations or the transactions contemplated
        hereby. Each of the Buyers shall be entitled to independently protect and
        enforce its rights, including without limitation, the rights arising out
        of this
        Agreement or out of the Transaction Documents, and it shall not be necessary
        for
        any Buyer to be joined as an additional party in any proceeding for such
        purpose.

       

      (b)    The
        Buyers have been represented by their own respective separate legal counsel
        in
        their review and negotiation of this Agreement and the amended A Warrants.
        For
        reasons of administrative convenience only, at the request of the Company,
        the
        Buyers and their respective counsel have chosen to communicate with the Company
        through Ballard Spahr Andrews & Ingersoll, LLP, counsel to one of the
        Buyers. Such counsel does not represent any of the other Buyers and each
        other
        Buyer has retained its own legal counsel in connection with the negotiation
        and
        review of this Agreement and the amended A Warrants. Also for reasons of
        administrative convenience only, the Company has elected to provide the Buyers
        with this Agreement for the convenience of the Company and not because it
        was
        required or requested to do so by the Buyers. The Company acknowledges that
        such
        procedure with respect to this Agreement in no way creates a presumption
        that
        the Buyers are in any way acting in concert or as a group with respect to
        this
        Agreement or the transactions contemplated hereby.

       

      6.    Status
        of Transaction Documents.
        Other
        than as specifically set forth herein, all of the Transaction Documents shall
        remain in full force and effect and shall not be affected by this
        Agreement.

       

      


      


      


      


      [Signature
        Page Follows]


      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

          Oasys
            Mobile, Inc.

          July
            27,
            2006

          Page
            4

        

      


      Please
        indicate your agreement with the foregoing by signing this Agreement where
        indicated and returning it to the undersigned.

       

      
        	 	
                Sincerely,

                 

              
	 	 
	 	
                RHP
                  MASTER FUND, LTD.

                By:
                  Rock Hill Investment Management, L.P.

                By:
                  RHP General Partner, LLC 

              
	 	 
	 	
                By: 
                  /s/ Wayne D. Bloch

              
	 	
                Wayne
                  D. Bloch

              
	 	
                Managing
                  Partner

              
	 	 
	 	 
	 	
                LAP
                  SUMMUS HOLDINGS, LLC

              
	 	 
	 	 
	 	
                By:  
                  /s/ David J. Berkman

              
	 	
                David
                  J. Berkman

              
	 	
                Managing
                  Partner

              


      

      


      


      


      ACKNOWLEDGED
        AND AGREED:

      


      OASYS
        MOBILE, INC.

      


      


      By: 
        /s/ Gary E.
        Ban                                           


      Gary
        E.
        Ban

      Chief
        Executive Officer