Exhibit 4.3

                                                        SUBSCRIPTION NUMBER 731S



                               SUMMUS, INC. (USA)
                             SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT (the "Agreement") by and between Summus, Inc. (USA),
a corporation organized and existing under the laws of the State of Florida (the
"Company"), and the undersigned subscriber, ___________, for shares of preferred
stock, no par value per share, of the Company (the "Preferred Stock").

                               W I T N E S S E T H

    WHEREAS, the Company has offered the Subscriber an opportunity to purchase
shares of the Company's Series D Convertible Preferred Stock (the "Shares")
pursuant to a private offering (the "Offering"); and

     WHEREAS, the Subscriber desires to purchase the Shares being offered on the
terms and conditions set forth herein.

     NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereby agree as follows:

     1. The Subscriber hereby subscribes and agrees to purchase, subject to the
terms and conditions of this Agreement, the number of Shares set forth
immediately before the signature page hereof at a purchase price of $1,000 per
Share. This Agreement represents an irrevocable offer by the Subscriber to
subscribe for such number of Shares, except as expressly provided herein. This
Agreement, subject to the terms hereof, shall become a contract for the sale of
said Shares upon the acceptance thereof by the Company.

     2. The Company reserves the unrestricted right to accept or reject this
subscription, in whole or in part, and to withdraw this offer at any time. The
subscription will not become effective unless and until accepted by the Company.

     3. This subscription is accompanied by the undersigned's certified or
official bank check or wire transfer of immediately available funds in the
dollar amount set forth on page 5 hereof.

     4. If this subscription is not accepted by the Company, the Company shall
promptly return the undersigned's payment.

     5. The Subscriber hereby makes the representations and warranties set forth
below with the express intention that they be relied upon by the Company in
determining the suitability of the Subscriber to purchase Shares. The Subscriber
hereby agrees to advise the Company if any of Subscriber's representations in
this Section 5 materially change prior to completion of this subscription.

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         (a) The Subscriber acknowledges that the Shares have not been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
or under any applicable state securities laws on the grounds that the issuance
of the shares to Subscriber is exempt from registration. The Subscriber further
acknowledges that reliance on such exemption is, in part, based upon the
representations, warranties and covenants of Subscriber contained herein.

         (b) The Subscriber is acquiring the Shares for the Subscriber's own
account as principal for the Subscriber's investment and not with a view to or
for resale in connection with any distribution thereof.

         (c) The Subscriber is an ENTITY ORGANIZED IN THE STATE OF _______ and
will be the beneficial owner of the Shares standing in his/her name.

         (d) The Subscriber has been furnished and has carefully reviewed
information about the Company to allow him to make an informed investment
decision prior to purchasing the Shares and has been given the opportunity to
ask questions of, and receive answers from, the Company concerning the business
plans of the Company, its present financial condition and the terms and
conditions of the Offering and to obtain such additional information that the
Company possesses or can acquire without unreasonable effort or expense
necessary to verify the accuracy of the information contained therein or
information that has been otherwise provided by the Company.

         (e) The Subscriber acknowledges and is aware that (i) the Shares have
not been approved or disapproved by the Securities and Exchange Commission or by
any state securities commission, (ii) the Shares are a speculative investment
which involve material risk of loss of the Subscriber's entire investment, and
(iii) there are substantial restrictions on the transferability of the Shares.

         (f) The Subscriber fully understands and agrees that the Subscriber
must bear the economic risk of investment in the Shares for an indefinite period
of time because, among other reasons, the Shares have not been registered under
the Securities Act or under any applicable state securities laws and, therefore,
cannot be sold, pledged, assigned, transferred or otherwise disposed of unless
they are subsequently registered under applicable securities laws or an
exemption from such registration is available. The Subscriber further
understands and agrees that the Company will not honor any attempt by the
Subscriber to sell, pledge, assign, transfer or otherwise dispose of Shares in
the absence of an effective registration statement for such Shares or an opinion
of counsel satisfactory to the Company that an exemption from any applicable
registration requirements is available. The Subscriber further understands that,
other than the Registration Rights Agreement between the Company and Subscriber,
dated SEPTEMBER 30, 2003, the Company is under no obligation to register the
Shares or make an exemption from registration available. The Subscriber agrees
to hold the Company, its officers and directors, and its and their respective
successors and assigns, harmless and to indemnify them against all liabilities,
costs and expenses incurred by them as a result of any sale or distribution of
the Shares by the Subscriber in violation of the Securities Act or any state
securities laws.

         (g) The Subscriber understands that the certificate(s) representing the
Shares will bear restrictive legends substantially in the following form:

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                  THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE
         SECURITIES LAWS OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN
         EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF
         1933, AS AMENDED, AND SUCH OTHER SECURITIES LAWS. THE SHARES MAY NOT BE
         RE-OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED, HYPOTHECATED OR
         OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
         STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND SUCH
         REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE SECURITIES
         LAWS OF ANY STATE, OR AN OPINION OF COUNSEL SATISFACTORY TO THE
         CORPORATION THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED.

         (h) The Subscriber has sought such accounting, legal and tax advice as
the Subscriber has considered necessary to make an informed investment decision.

         (i) The Subscriber is aware that no federal or state agency has made
any finding or determination as to the fairness of an investment in the Shares,
nor any recommendation or endorsement of any such investment.

         (j) The Subscriber recognizes that it is important under the Securities
Act and state securities laws that the Company determine if the Subscriber is an
"Accredited Investor," as defined in APPENDIX A attached hereto. Subscriber
represents that Subscriber is an Accredited Investor and has checked all
categories of Accredited Investor on APPENDIX A that apply.

         The representations, warranties, covenants and agreements contained in
this Section 5 shall survive the delivery of, and the payment for, the Shares.

     6. The Company hereby makes the representations and agreements set forth
below in this Section 6 in connection with the subscription of the Shares in
this Offering:

         (a) All amounts closed on by the Company from the sale of the Shares up
to $2.0 million shall be used for general working capital purposes, including
but not limited to the payment of the most current Company-wide payroll. The
Company will be prohibited from using any other amounts of this $2,000,000 for
paying any earned but unpaid salaries from payroll periods prior to the most
current payroll period.

         (b) All amounts closed on by the Company from the sale of the Shares in
excess of $2.0 million shall be used for general working capital purposes;
provided however that the Company shall be permitted to use up to 30% of this
total amount raised in excess of $2.0 million to pay any unpaid salary amounts
relating to payroll periods prior to the most current payroll period.


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     7. This Agreement and subscription herein shall survive the death or
disability of any individual Subscriber and the dissolution or termination of
any subscribing entity, and this Agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of any such Subscriber. All
pronouns and any variations thereof used herein shall be deemed neuter, singular
or plural as the identity of the Subscriber may require.

     8 This Agreement shall be enforced, governed and construed in all respects
in accordance with the laws of the State of North Carolina, as such laws are
applied by North Carolina courts to agreements entered into and to be performed
in North Carolina without regard to conflicts of law.

     9. The number of Shares subscribed for by the Subscriber and their
registration of ownership are as set forth on page 5 of this Agreement:

     10. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors, assigns, executors and
administrators, but this Agreement and the respective rights and obligations of
the parties hereunder shall not be assignable by any party hereto without the
prior written consent of the other.

     11. This Agreement represents the entire understanding and agreement
between the parties hereto with respect to the subject matter hereof and cannot
be amended, supplemented or modified except by an instrument in writing signed
by the party against whom enforcement of any such amendment, supplement or
modification is sought.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



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PLEASE TYPE OR PRINT


Owner:

Social Security Number or
Federal Employer Identification Number:  ___________________________________

Residence
Address:   ____________________________________________________________________
Mailing Address
(if other than
Residence):  __________________________________________________________________
Telephones:  Res. _____________   Bus. ___________   Fax._________________
Email._______________________________________________________________________

Joint Owner (if any):_________________________________-

Social Security Number or
Federal Employer Identification Number:  ______________________________________

Residence Address:  ___________________________________________________________
Mailing Address
(if other than
Residence):  _________________________________________________________________
Telephones:  Res. ____________________________   Bus. _________________________

SHARES TO BE REGISTERED AS INDICATED BELOW:

[ ] Sole ownership
[ ] Joint tenants with right of survivorship
[ ] Tenants in common

Number of Shares subscribed for:
Total Purchase Price ($1,000 PER SHARE):  $
PAYMENT IN FULL DELIVERED IN AMOUNT OF:  $


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IN WITNESS WHEREOF, the undersigned has executed or cause to be executed under
seal this Agreement, as of July 10, 2003.

                                SIGNATURE FORM FOR INDIVIDUALS
                                                                         (SEAL)
                                      Signature________________________________
                                      Name:____________________________________

                                           ______________________________(SEAL)
                                           (Signature of Joint Owner, if any)
                                      Name:____________________________________

                                SIGNATURE FORM FOR CORPORATIONS:

                                      (Name of corporation)

                                       By:_____________________________________
                                          (Signature of Officer

                                       _________________________________________
                                      (Name and Title)

                                SIGNATURE FORM FOR PARTNERSHIPS OR LIMITED
                                LIABILITY COMPANIES:

                                       _________________________________________
                                       (Name of Partnership or LLC)

                                BY ITS GENERAL PARTNERS OR MANAGERS:

                                      Name:____________________________________

                                      Name:____________________________________

                                      Name:____________________________________


                                 SIGNATURE FORM FOR TRUSTS:



                               BY ITS TRUSTEE(S):

                                      Name:____________________________________

                                      Name:____________________________________

                                      Name:____________________________________



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                           ACCEPTANCE OF SUBSCRIPTION

The, foregoing Subscription Agreement is ACCEPTED by the Company, on September
__, 2003, for ___ shares of its Series D Preferred Stock.



                                             SUMMUS, INC. (USA)



                                             BY:_______________________________
                                                    BJORN JAWERTH
                                                    CHIEF EXECUTIVE OFFICER



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                                   APPENDIX A





AN ACCREDITED INVESTOR IS DEFINED AS FOLLOWS. PLEASE CHECK ALL DEFINITIONS THAT
APPLY.

/ /   a natural person whose individual net worth, or joint net worth with that
      person's spouse, at the time of purchase exceeds U.S. $1,000,000;

/ /   a natural person who had an individual income in excess of U.S. $200,000
      in each of the two most recent years or joint income with that person's
      spouse in excess of U.S. $300,000 in each of those years and has a
      reasonable expectation of reaching the same income level in the current
      year (i.e., the year in which the purchase is made);

/ /    any trust, with total assets in excess of U.S. $5,000,000, not formed
       for the specific purpose of acquiring shares of PreferredStock and/or
       warrants, whose purchase is directed by a sophisticated person having
       such knowledge and experience in financial and business matters that
       she is capable of evaluating the merits and risks of investing in the
       Company;

/ /    a director or executive officer of the Company;

/ /    an organization described in Section 501(c)(3) of the Internal Revenue
       Code, corporation, Massachusetts or similar business trust, or
       partnership, not formed for the specific purpose of acquiring the
       shares of PreferredStock and/or warrants, with total assets in excess
       of U.S. $5,000,000;

/ /    a bank as defined in Section 3(a)(2) of the Securities Act of 1933 (the
       "Securities Act"), or a savings and loan association or other
       institution as defined in Section 3(a)(5)(A) of the Securities Act
       whether acting in its individual or fiduciary capacity; a broker dealer
       registered under the Securities Exchange Act of 1934; an insurance
       company as defined in Section 2(13) of the Act; an investment company
       registered under the Investment Company Act of 1940 or a business
       development company as defined in Section 2(a)(48) of that Act; a Small
       Business Investment Company licensed under the Small Business
       Investment Act of 1958; an employee benefit plan within the meaning of
       Title I of the Employee Retirement Income Security Act of 1974, if the
       investment decision is made by a plan fiduciary, which is either a
       bank, savings and loan association, an insurance company, or registered
       investment adviser, or if the employee benefit plan has total assets in
       excess of U.S. $5,000,000 or, if a self-directed plan, with investment
       decisions made solely by persons that are accredited investors;



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/ /    a private business development company as defined in the Investment
       Advisers Act of 1940; or

/ /    an entity in which all of the equity owners are Accredited Investors.