Exhibit 10.20

                               SUMMUS, INC. (USA)

                             AUDIT COMMITTEE CHARTER

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                     As adopted Effective February 17, 2003

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I.       PURPOSE

         The primary functions of the Audit Committee are to assist the Board of
     Directors of Summus, Inc. (USA) (the "Company") in fulfilling its oversight
     responsibilities with respect to: (i) the Company's systems of internal
     controls regarding finance, accounting, legal compliance, and ethical
     behavior; (ii) the Company's auditing, accounting and financial reporting
     processes generally; (iii) the Company's financial statements and other
     financial information provided by the Company to its shareholders, the
     public and others, (iv) the Company's compliance with legal and regulatory
     requirements, and (v) the performance of the Company's independent
     auditors'. Consistent with these functions, the Audit Committee will
     encourage continuous improvement of, and foster adherence to, the Company's
     policies, procedures and practices at all levels.

         Although the Audit Committee has the powers and responsibilities set
     forth in this Charter, the role of the Audit Committee is oversight. The
     members of the Audit Committee are not full-time employees of the Company
     and may or may not be accountants or auditors by profession or experts in
     the fields of accounting or auditing and, in any event, do not serve in
     such capacity. Consequently, it is not the duty of the Audit Committee to
     conduct audits or to determine that the Company's financial statements and
     disclosures are complete and accurate and are in accordance with generally
     accepted accounting principles and applicable rules and regulations. These
     are the responsibilities of management and the independent auditors.

II.      ORGANIZATION

         Prior to the listing of the Company's common stock on a national
     exchange, the Audit Committee shall be formed and maintained in accordance
     with the Section 10A of the Securities Exchange Act and all other related
     rules promulgated by the Securities and Exchange Commission. Upon the
     listing of the Company's common stock on a national exchange, the Audit
     Committee shall consist of three or more directors, each of whom shall
     satisfy the independence, financial literacy and experience requirements of
     Section 10A of the Securities Exchange Act, the rules of the particular
     national exchange that the Company is listed on and any other regulatory
     requirements.
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          The members of the Audit Committee shall be elected by the Board at
     the annual organizational meeting of the Board; members shall serve until
     their successors shall be duly elected and qualified. The Committee's
     chairperson shall be designated by the full Board or, if it does not do so,
     the Committee members shall elect a chairperson by a vote of a majority of
     the full Committee.

            The Audit Committee may form and delegate authority to subcommittees
when appropriate.

III.     MEETINGS

         The Audit Committee shall meet at least four times per year on a
     quarterly basis, or more frequently as circumstances require. As part of
     its job to foster open communication, the Audit Committee shall meet at
     least quarterly with management and the independent auditors in separate
     executive sessions to discuss any matters that the Audit Committee or each
     of these groups believe should be discussed privately.

         The Audit Committee shall set the frequency and length of each meeting
     and the agenda of items to be addressed at each upcoming meeting. In
     addition, at the first meeting of the Audit Committee to be held upon its
     formation and at each first meeting held following the annual meeting of
     shareholders (the "First Meeting"), the chairperson, in consultation with
     the other members of the Audit Committee, shall determine the list of items
     to be addressed by the Audit Committee during the coming year (the "Annual
     Agenda").

         The chairperson shall ensure that the agenda for each upcoming meeting
     of the Audit Committee is circulated to each member of the Audit Committee
     as well as each other director in advance of the meeting, and that the
     Annual Agenda is circulated to each member of the Audit Committee as well
     as each other director not later than five business days after it is
     finalized (which shall be not later than five business days after the First
     Meeting).

IV.      AUTHORITY AND RESPONSIBILITIES

         In recognition of the fact that the independent auditors are ultimately
     accountable to the Audit Committee, the Audit Committee shall have the sole
     authority and responsibility to select, evaluate and, where appropriate,
     replace the independent auditors (or to nominate the independent auditors
     for shareholder approval), and shall approve all audit engagement fees and
     terms and all non-audit engagements with the independent auditors. The
     Audit Committee shall consult with management but shall not delegate these
     responsibilities.
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     To fulfill its responsibilities, the Audit Committee shall:

                  With respect to the independent auditors:
                  -----------------------------------------

         1.       Be directly responsible for the appointment, compensation and
                  oversight of the work of the independent auditors (including
                  resolution of disagreements between management and the
                  independent auditors regarding financial reporting) for the
                  purpose of preparing its audit report or related work.

         2.       Have the sole authority to review in advance, and grant any
                  appropriate pre-approvals of (i) all auditing services to be
                  provided by the independent auditors and (ii) all non-audit
                  services to be provided by the independent auditors as
                  permitted by Section 10A of the Securities Exchange Act, and
                  in connection therewith to approve all fees and other terms of
                  engagement. The Audit Committee shall also review and approve
                  disclosures required to be included in Securities and Exchange
                  Commission periodic reports filed under Section 13(a) of the
                  Securities Exchange Commission of the Securities Exchange Act
                  with respect to non-audit Services.

         3.       Review on an annual basis the performance of the independent
                  auditors.

         4.       Ensure that the independent auditors submit to the Audit
                  Committee on an annual basis a written statement consistent
                  with Independent Standards Board Standard No. 1, discuss with
                  the independent auditors any disclosed relationships or
                  services that may impact the objectivity and independence of
                  the independent auditors, and satisfy itself as to the
                  independent auditors' independence.

         5.       At least annually, obtain and review an annual report from the
                  independent auditors describing (i) the independent auditors'
                  internal quality control procedures and (ii) any material
                  issues raised by the most recent internal quality control
                  review or peer review, of the independent auditors, or by any
                  inquiry or investigation by governmental or professional
                  authorities, within the preceding five years, respecting one
                  or more independent audits carried out by the independent
                  auditors, any steps taken to deal with any such issues.

         6.       Confirm that the lead audit partner and the audit partner
                  responsible for reviewing the audit, has not performed audit
                  services for the Company for each of the five previous fiscal
                  years.

         7.       Review all reports required to be submitted by the independent
                  auditors to the Audit Committee under Section 10A of the
                  Securities Exchange Act.

         8.       Review, based upon the recommendation of the independent
                  auditors, the scope and plan of the work to be done by the
                  independent auditors.
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                  With respect to the financial statements:
                  -----------------------------------------

         9.       Review and discuss with management and the independent
                  auditors the Company's quarterly financial statements
                  (including disclosures made in "Management's Discussion and
                  Analysis of Financial Condition and Results of Operations" and
                  the independent auditors' review of the quarterly financial
                  statements) prior to submission to shareholders, any
                  governmental body, any stock exchange, or the public.

         10.      Review and discuss with management and the independent
                  auditors the Company's annual audited financial statements
                  (including disclosures made in "Management's Discussion and
                  Analysis of Financial Condition and Results of Operations").

         11.      Discuss with the independent auditors the matters required to
                  be discussed by Statement on Auditing Standards No. 61, as
                  amended, relating to the conduct of the audit.

         12.      Recommend to the Board, if appropriate, that the Company's
                  annual audited financial statements be included in the
                  Company's annual report on Form 10-K for filing with the
                  Securities and Exchange Commission.

         13.      Prepare the report required by the Securities and Exchange
                  Commission to be included in the Company's annual proxy
                  statement and any other reports of the Audit Committee
                  required by applicable securities laws or stock exchange
                  listing requirements or rules.

                  Periodic and Annual Reviews:
                  ----------------------------

         14.      Periodically review separately with each of management and the
                  independent auditors (i) any significant disagreement between
                  management and the independent auditors in connection with the
                  preparation of the financial statements, (ii) any difficulties
                  encountered during the course of the audit, including any
                  restrictions on the scope of work or access to required
                  information, and (iii) managements response to each.

         15.      Periodically discuss with the independent auditors, without
                  management being present, (i) their judgments about the
                  quality and appropriateness of the Company's accounting
                  principles and financial disclosure practices as applied in
                  its financial reporting and (ii) the completeness and accuracy
                  of the Company's financial statements.

         16.      Consider and approve, if appropriate, significant changes to
                  the Company's accounting principles and financial disclosure
                  practices and suggested by the independent auditors and
                  management. Review with the independent auditors and
                  management at appropriate intervals, the extent to which any
                  changes or improvements in accounting or financial practices,
                  as approved by the Audit Committee, have been implemented.
<PAGE>

         17.      Review and discuss with management, the independent auditors
                  and the Company's in-house and independent counsel, as
                  appropriate, any legal, regulatory or compliance matters that
                  could have a significant impact on the Company's financial
                  statements, including applicable changes in accounting
                  standards or rules.

         18.      Review and discuss with management, the independent auditors
                  and the Company's in-house and independent counsel on any
                  issues that management and the independent auditors propose to
                  address through the SEC's pre-clearance process.

         19.      Review and discuss with management and the independent
                  auditors, the Company's critical accounting policies that have
                  the greatest effects on the Company's financial statements and
                  all alternative accounting treatments.

         20.      Review, discuss and challenge management and the independent
                  auditors in identifying the difficult areas (e.g. significant
                  estimates and judgments) and to explain fully how they each
                  made their judgments in those areas.

         21.      Review and discuss with management and the independent
                  auditors proposed significant, complex and/or unusual
                  transactions and their financial statement effects.

         22.      If applicable, understand why management did not correct audit
                  differences that were identified and what the effects would be
                  on the financial statements if those differences were
                  corrected in the current period.

         23.      Review and understand significant balance sheet changes in
                  trends or important financial relationships.

         24.      Review and understand the business need for significant
                  related party transactions and whether they have been properly
                  disclosed.

         25.      Review and understand any new or proposed accounting and
                  auditing topics affecting the Company.

                  Discussions with management:
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         26.      Review and discuss with management the Company's earnings
                  press releases, including the use of "pro forma" or "adjusted"
                  non-GAAP information. Also consider using Financial Executives
                  International/National Investor Relations Institute guidelines
                  (available at WWW.FEI.ORG or WWW.NIRI.ORG) as well as
                  financial information and earnings guidance provided to
                  analysts and rating agencies.
<PAGE>

         27.      Review and discuss with management all material off-balance
                  sheet transactions, arrangements, obligations (including
                  contingent obligations) and other relationships of the Company
                  with unconsolidated entities or other persons, that may have a
                  material current or future effect on financial condition,
                  changes in financial condition, results of operations,
                  liquidity, capital resources, capital reserves or significant
                  components of revenues or expenses.

         28.      Review and discuss with management the Company's major risk
                  exposures and the steps management has taken to monitor,
                  control and manage such exposures, including the Company's
                  risk assessment and risk management guidelines and policies.

                  With respect to the internal controls:
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         29.      In consultation with the independent auditors, review the
                  adequacy of the Company's internal control structure and
                  procedures designed to insure compliance with laws and
                  regulations.

         30.      Establish procedures for (i) the receipt, retention and
                  treatment of complaints received by the Company regarding
                  accounting, internal accounting controls or auditing matters
                  and (ii) the confidential, anonymous submission by employees
                  of the Company of concerns regarding the questionable
                  accounting or auditing matters.

         31.      Review (i) the internal control report prepared by management,
                  including management's assessment of the effectiveness of the
                  Company's internal control structure and procedures for
                  financial reporting and (ii) the independent auditors'
                  attestation, and report, on the assessment made by management.

                  Other:
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         32.      Review and approval all related-party transactions.

         33.      Review and approve (i) any change or waiver in the Company's
                  code of ethics for senior financial officers and (ii) any
                  disclosure made on Form 8-K regarding such change or waiver.

         34.      Establish a policy addressing the Company's hiring of
                  employees or former employees of independent auditors who were
                  engaged on the Company's account.
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         35.      Review and reassess the adequacy of this Charter annually and
                  recommend to the Board any changes deemed appropriate by the
                  Audit Committee.

         36.      Review its own performance annually.

         37.      Report regularly to the Board.

         38.      Perform any other activities consistent with this Charter, the
                  Company's by-laws and governing law, as the Audit Committee or
                  the Board of Directors deems necessary or appropriate.

         39.      This Charter shall be made available on the Company's website
                  at "www.summus.com."

     V.       Resources

                  The Audit Committee shall have the authority to retain
         independent legal, accounting and other consultants to advise the Audit
         Committee. The Audit Committee may request any officer or employee of
         the Company or the Company's outside counsel or independent auditors to
         attend a meeting of the Audit Committee or to meet with any members of,
         or consultants to, the Audit Committee.

                  The Audit Committee shall determine the extend of funding
         necessary for payment of compensation to the independent auditors for
         the purpose of rendering or issuing the annual audit report and to any
         independent legal, accounting and other consultants retained to advise
         the Audit Committee.