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                                                                   Exhibit 10.10

                           SOFTWARE LICENSE AGREEMENT

         This License Agreement (hereinafter "Agreement") is made and entered
into, as of the date of final signature by both parties as set forth below, by
and between Summus, Ltd. with its principal place of business located at 950
Lake Murray Blvd., Irmo, SC 29063 (hereinafter referred to as "Licensor") and
Raytheon Company, acting by and through its Electronic Systems Division, with
offices at 50 Apple Hill Drive, Tewksbury, MA 01876 (hereinafter referred to as
("Licensee").

         Whereas, Licensor warrants that it has developed at private expense and
is the owner of the right, title and interest in and to certain Summus Wavelet
Compression Software (hereinafter defined and referred to as "Licensed
Software");

         Whereas, Licensee is under contract with the U.S. Government in
connection with the so-called "ASTAMIDS DEM/VAL" program (hereinafter "Program")
which Program presently extends through November 1996 (unless otherwise extended
by agreement with the Government); and

         Whereas, Licensee desires to obtain the right and license to (a) use
the Licensed Software in connection with the performance of its contract for the
Program, (b) incorporate the Licensed Software into certain DAP machines to be
supplied to the U.S. Government in connection with the Program and (c) to
provide the Licensed Software to the U.S. Government in accordance with the
applicable Federal Procurement Regulations cited below; and

         Whereas, Licensor is willing to grant Licensee such rights and licenses
subject to the terms and conditions set forth below.

         Now, therefore, in consideration of the promises and the mutual
covenants and agreements contained herein, Licensor and Licensee hereby agree as
follows:

1.       DEFINITIONS

         The Licensed Software shall mean Licensor's Still Image Compression
         Software including associated user documentation. Five (5) copies of
         the Licensed Software shall be deliverable to Licensee as wavelet
         compression software (object/DLL) for use in a DAP operating system
         pursuant to the terms of this Agreement, including delivery of source
         code for selected portions thereof as mutually agreed in writing by the
         parties. The five (5) copies of Licensed Software to be supplied
         hereunder may be adapted by Licensor pursuant to the terms of the
         related subcontract between the parties referred to in Section 3 below.
         The licenses granted herein with respect to Licensed Software shall
         include any such adaptations incorporated in the five (5) licensed
         copies by Licensor. "DLL" means digital linked library.

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2.       DELIVERY

         Licensor shall deliver five (5) copies of the Licensed Software to
         Licensee for use by Licensee solely in accordance with the provisions
         of this Agreement and for incorporation in the five (5) DAP machines to
         be supplied to the Government in connection with the Program.

3.       ANCILLARY SERVICES AND TECHNICAL SUPPORT

         In connection with Licensee's use of the Licensed Software and its
         incorporation in the five (5) DAP machines to be supplied to the
         Government in connection with the Program, Licensor shall provide
         certain ancillary engineering, programming and support services to
         Licensor in accordance with a separate subcontract (hereinafter
         "Subcontract") between the parties.

4.       PERFORMANCE GOALS

         The acceptance criteria and performance goals for the Licensed Software
         shall be as set forth in the Scope of Work attached as an exhibit to
         the Subcontract.

5.       LICENSE FEES AND PAYMENT

         The license fee payable by Licensee for the rights and licenses granted
         to it hereunder is Twenty Five Thousand Dollars ($25,000) payable as
         follows:

         (a)      Twelve Thousand Five Hundred Dollars ($12,500) within thirty
                  (30) days after execution of this Agreement, execution of the
                  Subcontract and receipt of Licensor's invoice therefor; and

         (b)      Twelve Thousand Five Hundred Dollars ($12,500) within thirty
                  (30) days after delivery to Licensee of the Licensed Software
                  and Licensee's receipt of Licensor's invoice for same.

6.       GRANT OF LICENSE

         (a)      Licensor hereby grants to Licensee:

                  (i)      a non-exclusive license to use the Licensed Software
                           in its own operations solely in connection with and
                           for purposes of the performance of its contract for
                           the Program; and

                  (ii)     a non-exclusive license to incorporate the Licensed
                           Software supplied by Licensor hereunder into the five
                           (5) DAP machines to be supplied by Licensee to the
                           U.S. Government solely in

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                           connection with and for purposes of the performance
                           of Licensee's contract for the Program; and

                  (iii)    the right to transfer the Licensed Software received
                           hereunder to the U.S. Government in accordance with
                           the Restricted Rights provisions of Clause
                           252.227-7013 of the Defense Acquisition Regulations
                           or equivalent Federal Procurement Regulations
                           providing for restricted rights in commercial
                           software; and

                  (iv)     the right to make one (1) back-up copy of the
                           Licensed Software.

         (b)      The above references to DFAR 252.227-7013 are based on
                  Licensor's representation that the Licensed Software is
                  commercial software developed at private expense. It is
                  understood that any technical data or software which is first
                  developed at Government expense are subject to the applicable
                  Federal Procurement Regulations governing same. The rights and
                  licenses granted above with respect to the Licensed Software
                  include within their scope the Licensed Software as it may be
                  adapted by Licensor pursuant to the Subcontract, except that
                  the Government's rights with respect to any technical data,
                  invention or modification first made under the Subcontract at
                  Government expense shall be subject to the applicable DFAR
                  provisions set forth in the Subcontract.

         (c)      In order to be afforded benefit of the Restricted Rights
                  provisions referred to in Section 6(a)(iii) above, Licensor
                  shall be required to mark the Licensed Software with the
                  applicable Restricted Rights Legend required under DFAR
                  252.227-7013.

7.       TERM AND TERMINATION

         (a)      This Agreement shall become effective upon execution of both
                  this Agreement and the related Subcontract. Unless terminated
                  by reason of Licensee's failure to pay amounts due under
                  Section 5 above, the licenses granted to Licensee hereunder
                  shall continue for so long as necessary to complete its
                  obligations to the Government under its contract for the
                  Program. The rights and licenses of the Government shall be in
                  accordance with the applicable procurement regulations
                  referred to above.

         (b)      In the event that Licensee is in breach of any payment
                  obligation under Section 5 above, Licensor may terminate this
                  Agreement upon thirty (30) days written notice to the Licensee
                  unless the alleged breach is cured within said thirty (30) day
                  period. In the event that Licensor is in

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                  breach of its obligations under Section 2 above, Licensee may
                  terminate this Agreement upon thirty (30) days written notice
                  to the Licensor unless the alleged breach is cured within said
                  thirty (30) day period. Termination shall not affect any
                  confidentiality obligations under the Proprietary Information
                  Agreement referred to in Section 7 below which obligations
                  shall survive for the period stated in said Proprietary
                  Information Agreement.

8.       PROPRIETARY INFORMATION

         Licensor represents that the Licensed Software incorporates
         confidential proprietary information and Licensee agrees to treat such
         information in accordance with the requirements of the Proprietary
         Information Agreement of February 1, 1994 except that, notwithstanding
         anything in said Proprietary Information Agreement to the contrary:

         (a)      In order to be afforded protection hereunder, the Licensed
                  Software and any related proprietary information must be
                  identified by Licensor in human readable form with Licensor's
                  name and statement of its proprietary nature;

         (b)      Licensee may provide the Licensed Software to the U.S.
                  Government in accordance with the provisions of Section 6
                  above;

         (c)      Licensee may disclose Licensor's proprietary information to
                  its employees in connection with the authorized uses of the
                  Licensed Software provided that such parties are subject to
                  appropriate obligations of confidentiality and solely to the
                  extent required in connection with Licensee's performance of
                  its contract for the Program; and

         (d)      Licensee may disclose Licensor's proprietary information (in
                  object code/DLL form only) to its subcontractors, other
                  companies which may be team members for the Program, vendors,
                  consultants and affiliates if such disclosure is reasonably
                  required in connection with the continued performance of the
                  contract for the Program and provided that such parties have
                  undertaken appropriate confidentiality obligations at least as
                  restrictive as those contained herein.

         (e)      Licensee's obligations under this Section 8 shall not exceed
                  use of the customary degree of care which it exercises in
                  protecting its own proprietary information of similar
                  character (Licensor's source code documentation shall be
                  treated with the same degree of care as Licensee treats its
                  own source code documentation of similar character)

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                  and in no event will Licensee be liable if such standard of
                  care is used. Licensee shall identify to Licensor each
                  individual within Licensee's organization who receives
                  Licensor source code within fifteen (15) business days of the
                  date such individual receives such source code.

9.       WARRANTIES

         (a)      Licensor represents and warrants that it owns the entire
                  right, title and interest in the Licensed Software and that it
                  has all necessary rights to grant the rights and licenses
                  contained herein.

         (b)      Licensor represents and warrants that there have been no
                  claims of infringement with respect to the Licensed Software
                  and that to the best of its knowledge and reasonable belief
                  the use of the Licensed Software in the manner authorized
                  herein does not infringe any third party patent, copyright or
                  other intellectual property right.

         (c)      Licensor warrants that, at the time of delivery hereunder, the
                  Licensed Software supplied by Licensor hereunder shall perform
                  in substantial accordance with the mutually agreed performance
                  goals and applicable user documentation and Licensor shall, as
                  its sole liability with respect to such warranty, provide
                  reasonable debugging and support services to Licensee.

         (d)      Licensee is responsible for selection of the Licensed Software
                  as suitable for its intended purposes and Licensor does not
                  warrant that the Licensed Software is suitable for such
                  purposes or that operation of the Licensed Software will be
                  uninterrupted and error free and Licensor shall have no
                  obligation hereunder with respect to Licensee's reliance on
                  the results obtained from the use of Licensed Software.

         (e)      Neither party to this Agreement shall, under any
                  circumstances, be liable for loss of business or profits or
                  any consequential, incidental, punitive or similar damages for
                  any cause whatsoever, whether in contract or in tort,
                  including negligence.

10.      ENTIRE AGREEMENT

         This document, the associated Purchase Order/Subcontract, the
         associated Statement of Work and associated Proprietary Disclosure
         Agreement contains the entire agreement between the parties related to
         the Licensed Software and associated services and may be amended only
         by written amendment executed by the respective duly authorized
         representative of each party.

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11.      INDEPENDENCE OF PARTIES

         Each party hereto shall act as an independent contractor and not as an
         agent or partner of or joint venturer of the other.

12.      TRANSFERABILITY

         This Agreement may not be assigned or transferred by either party, in
         whole or in part, without the prior written consent of the other party,
         with the following exceptions:

         (a)      Licensee may assign this Agreement to any wholly owned
                  subsidiary of Licensee which agrees in writing to be bound by
                  the terms hereof but only if and to the extent required in
                  connection with the continued performance of the contract for
                  the Program; and

         (b)      Licensee may assign this Agreement to any party acquiring all
                  or substantially all of its business and assets related to the
                  Program which agrees in writing to be bound by the terms
                  thereof.

13.      REPRESENTATION AS TO RIGHT TO ENTER THIS AGREEMENT

         Both parties represent and warrant that they have the right to enter
         into this Agreement and that there are no outstanding assignments,
         grants, licenses, encumbrances, obligations or agreements, either
         written or oral or implied, inconsistent with this Agreement.

14.      ARBITRATION

         In the event of any dispute between the parties concerning the
         performance or nonperformance of the provisions of this Agreement, such
         disputes shall be conclusively determined by and under the rules of the
         American Arbitration Association. The site of any arbitration shall be
         Atlanta, Georgia. The prevailing party shall be entitled to recover all
         costs incurred, including reasonable attorneys' fees, which shall be
         awarded as a part of the arbitrator's decision. The arbitrator's
         decision shall be considered final and binding upon the parties and may
         be entered as a judgment in any court of competent jurisdiction. The
         award of the arbitrator(s) may include compensatory damages against
         either party but under no circumstances will the arbitrator(s) be
         authorized to, nor shall the arbitrator(s) award punitive,
         consequential or multiple damages against either party.

15.       NOTICES

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         All notices given hereunder shall be in writing and directed to Gerry
         Dewey, Summus, Ltd., 950 Lake Murray Blvd., Irmo, SC 29063 in the case
         of notices to Licensor and to Raytheon Company, 50 Apple Hill Drive,
         Tewksbury, MA 01876, Attention: R. Bishop, Manager, Development
         Subcontracts M/S T2FN9 in the case of notices to Licensee.

         In Witnesseth whereof, the parties hereto have executed this Agreement
in duplicate effective as of the date first set forth above on page 1 hereof.

Agreed:                                  Agreed:

SUMMUS, LTD.                             RAYTHEON COMPANY


         By: /s/ Kerstin Jawerth                  By: /s/ Richard A. Bishop
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         Name: Kerstin Jawerth                    Name: Richard A. Bishop
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         Title: President                         Title: Manager, Subcontracts
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         Date: 2/21/95                            Date: 2/23/95
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