SUBSCRIPTION NUMBER: ______

                               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, _____________ ( the "Subscriber"),
is for $________ of the Company's Senior Convertible Debt (the "Convertible
Debt") and ___________ shares (the "Shares") of the Company's common stock, par
value $0.01 per share, that are issuable in connection with the purchase of the
Convertible Debt.

                               W I T N E S S E T H

         WHEREAS, the Company has offered the Subscriber an opportunity to
purchase certain amounts of its Convertible Debt and Shares pursuant to a
private offering (the "Offering");

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

         WHEREAS, the Company and the Subscriber have agreed to put fifty
percent (50%) of the total amount invested in the Convertible Debt into escrow
to be released pursuant to the terms and conditions of this Agreement and the
Escrow Agreement (the "Escrow Agreement") by and among the Company, the
Subscriber and American Stock Transfer and Trust Company, as the escrow agent
(the "Escow Agent").

         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 amount of Convertible Debt and
Shares set forth immediately before the signature page. The amount of
Convertible Debt subscribed to by the Subscriber shall be evidenced by a
promissory note (the "Note"), which is attached to this Agreement as APPENDIX B
and incorporated herein by reference for all purposes. This Agreement represents
an irrevocable offer by the Subscriber to subscribe for such amount of
Convertible Debt and Shares, except as expressly provided herein. This
Agreement, subject to the terms hereof, shall become a contract for the sale of
said Convertible Debt and the 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 prior
to acceptance by the Company. 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 11 hereof.


                                      -1-
<PAGE>


         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 the Convertible
Debt and the 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.

                  (a) The Subscriber acknowledges that the

                      (i) the Convertible Debt;

                      (ii) the Shares; and

                      (iii) the shares of common stock of the Company into
                      which the Convertible Debt is convertible (the
                      "Convertible 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 Convertible Debt, the Shares and the Convertible 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 Convertible Debt, the
Shares and the Convertible Shares (upon conversion) 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 a ________________________ and will be
the beneficial owner of the Convertible Debt and the Shares standing in its
name.

                  (d) The Subscriber has been furnished and has carefully
reviewed information about the Company to allow it to make an informed
investment decision prior to purchasing the Convertible Debt and 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 this 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
Convertible Debt, the Shares and the Convertible Shares (upon conversion) have
not been approved or disapproved by the Securities and Exchange Commission or by
any state securities commission, (ii) the Convertible Debt, the Shares and the
Convertible Shares (upon conversion) 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 Convertible Debt, the
Shares and the Convertible Shares.

                                      -2-
<PAGE>


                  (f) The Subscriber fully understands and agrees that the
Subscriber must bear the economic risk of investment in the Convertible Debt,
the Shares and the Convertible Shares (if converted) for an indefinite period of
time because, among other reasons, the Convertible Debt, the Shares and the
Convertible 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 the Convertible Debt, the Shares or the
Convertible Shares in the absence of an effective registration statement for
such Convertible Debt, Shares or Convertible 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 May
3, 2004 (the "Registration Rights Agreement"), the Company is under no
obligation to register the Convertible Debt, the Shares, the Convertible 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
Convertible Debt, the Shares or the Convertible 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 and the Convertible Shares will bear restrictive legends
substantially in the following form:

                  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
Convertible Debt, the Shares or the Convertible Shares, nor any recommendation
or endorsement of any such investment.


                                      -3-
<PAGE>

                  (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
and incorporated by reference herein. 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
Convertible Debt.

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

                  (a) All amounts closed on by the Company from the sale of the
Convertible Debt and the Shares up to $2.0 million in the Offering shall be used
for general working capital purposes.

                  (b) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the state of Florida and has all
necessary power and authority: (i) to conduct its business in the manner in
which its business is currently being conducted; (ii) to own and use its assets
in the manner in which its assets are currently owned and used; and (iii) to
perform its obligations under all material contracts by which it is bound. The
Company is qualified to do business as a foreign corporation, and is in good
standing, under the laws of all jurisdictions where the nature of its business
requires such qualification.

                  (c) The Company has the absolute and unrestricted right, power
and authority to enter into and to perform its obligations under this Agreement,
the Registration Rights Agreement, the Escrow Agreement and the Note
(collectively, the "Loan Documents"). Each of the Loan Documents constitutes the
legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms.

                  (d) Neither the execution, delivery or performance of the Loan
Documents, nor the consummation of any of the transactions contemplated by the
Loan Documents, will directly or indirectly (with or without notice or lapse of
time): (i) contravene, conflict with or result in a violation of (A) any of the
provisions of the certificate of incorporation or bylaws of the Company, or (B)
any resolution adopted by the shareholders, the board of directors or any
committee of the board of directors of the Company; or (ii) contravene, conflict
with or result in a violation or breach of, or result in a default under, any
provision of any material contract of the Company, or give any person the right
to (A) declare a default or exercise any remedy under any such material
contract, (B) accelerate the maturity or performance of any such material
contract, or (C) cancel, terminate or modify any term of such material contract.

                  (e) The Company has delivered or made available to the
Subscriber accurate and complete copies of the filings by the Company with the
Securities and Exchange Commission (the "SEC"). All statements, reports,
schedules, forms, certifications and other documents required to have been filed
by the Company with the SEC have been so filed on a timely basis. As of the time
it was filed with the SEC: (i) each of the documents filed by the



                                      -4-
<PAGE>

Company with the SEC (the "Company SEC Documents") complied in all material
respects with the applicable requirements of the Securities Act or the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (as the case
may be); and (ii) none of the Company SEC Documents contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading. The
Company maintains disclosure controls and procedures required by Rule 13a-15 or
Rule 15d-15 under the Exchange Act. Such controls and procedures are effective
to ensure that all material information concerning the Company is made known on
a timely basis to the individuals responsible for preparing the Company's
filings with the SEC and other public disclosure documents. Each director and
executive officer of the Company has filed with or otherwise furnished, supplied
or delivered to the SEC on a timely basis all statements required by Section
16(a) of the Exchange Act and the rules and regulations thereunder. The Chief
Executive Officer and the Chief Financial Officer of the Company have signed,
and the Company has filed with or otherwise furnished, supplied or delivered to
the SEC, all certifications required by Rule 13a-14(a)/15d-14(a) of the Exchange
Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 302 and Section
906 of the Sarbanes-Oxley Act of 2002, respectively; each such certification is
true and correct, and no such certification includes any qualification or
exception to any matter certified in such certification or has been modified or
withdrawn. Neither the Company nor any of its officers has received any notice
or other communication from any governmental body questioning or challenging the
accuracy, completeness, form or manner of filing or submission of any such
certification. The financial statements (including any related notes) contained
in the Company SEC Documents: (i) complied as to form in all material respects
with the published rules and regulations of the SEC applicable thereto; (ii)
were prepared in accordance with generally accepted accounting principles
applied on a consistent basis throughout the periods covered, and (iii) fairly
present the financial position of the Company as of the respective dates thereof
and the results of operations and cash flows of the Company for the periods
covered thereby.

                  (f) No placement agent or broker fees are being paid in
connection with this offering of the Convertible Debt or the Shares.

                  (g) The Company has a sufficient number of shares of its
common stock, par value $.001 per share, in order to issues all of the Shares
and all of the Conversion Shares upon the conversion of the Convertible Debt.

                  (h) The Shares and the Convertible Shares when issued by the
Company will be validly issued, fully paid and non-assessable.


                                      -5-
<PAGE>



         7. COVENANTS OF THE COMPANY RELATED TO THE CONVERTIBLE DEBT.

                  (a) The Company hereby covenants that, in connection with the
conversion of the Convertible Debt into the Convertible Shares pursuant to
Section 9 hereof, the Company shall take all measures reasonably requested by
the Subscriber to make available or authorize sufficient shares of the Company's
common stock, free and clear of all encumbrances, in order to permit the
conversion to occur as promptly as practicable. If at any time the number of
authorized but unissued shares of the Company's common stock shall not be
sufficient to effect any such conversions, the Company will take such corporate
actions as may be necessary to increase the Company's authorized, unreserved and
unissued shares of common stock to such number of shares as shall be sufficient
for such purposes. Upon delivery, all such shares shall be duly and validly
issued and fully paid and nonassessable.

                  (b) For so long as any Convertible Debt remains outstanding,
the Company will:

                           (i) carry on and conduct its business in
                  substantially the same manner and in substantially the same
                  fields of enterprise as it is presently conducted, and do all
                  things necessary to remain duly incorporated, validly
                  existing, and in good standing as a domestic corporation in
                  its jurisdiction of incorporation, and maintain all requisite
                  authority to conduct its business in those jurisdictions in
                  which its business is conducted, except where the failure to
                  do so would not have a material adverse effect on the Company.

                           (ii) not (A) amend, waive or repeal or add any
                  provision to or propose to amend, waive or repeal or add any
                  provision to its certificate of incorporation, bylaws or
                  equivalent organizational or governing documents (including by
                  increasing or decreasing the number of authorized shares), (B)
                  split, combine or reclassify its outstanding capital stock, or
                  (C) declare, set aside or pay any dividend or distribution
                  payable in cash, stock, property or otherwise.

                           (iii) not issue, sell, pledge or dispose of, or agree
                  to issue, sell, pledge or dispose of, any additional shares
                  of, or any options, warrants or rights of any kind to acquire
                  any shares of its capital stock of any class or any debt or
                  equity securities which are convertible into or exchangeable
                  for such capital stock, except that the Company may issue
                  shares of capital stock of the Company upon conversion of
                  outstanding shares of preferred stock, the exercise of
                  warrants issued by the Company and the exercise of employee
                  stock options outstanding on the date hereof and currently
                  authorized for issuance under the Company's stock option plan;

                           (iv) not (A) incur or become contingently liable with
                  respect to any indebtedness for borrowed money or enter into
                  any "keepwell" or other agreement to maintain the financial
                  condition of another Person or enter into arrangements having
                  the effect of any of the foregoing (including any capital
                  leases, "synthetic" leases or conditional sale or other title
                  retention agreements), (B) incur or become contingently liable
                  with respect to any indebtedness that bears interest at a
                  fixed rate or that requires payment of a makewhole or other
                  premium in the event of redemption or repayment



                                      -6-
<PAGE>

                  before stated maturity or enter into any interest rate swap,
                  cap, collar or similar agreements, (C) redeem, purchase,
                  acquire or offer to purchase or acquire any shares of its
                  capital stock or any options, warrants or rights to acquire
                  any of its capital stock or any security convertible into or
                  exchangeable for its capital stock or (D) enter into any
                  binding contract, agreement, commitment or arrangement with
                  respect to any of the foregoing;

                           (v) not grant any lien or other security interest or
                  other encumbrance on any assets of the Company; or

                           (vi) not agree or commit to do any of the foregoing.

                  (c) The Company will pay when due all taxes, assessments and
         governmental charges and levies upon it or its income, profits or
         property, except those that are being contested in good faith by
         appropriate proceedings and with respect to which adequate reserves
         have been set aside.

                  (d) The Company will maintain with financially sound and
         reputable insurance companies insurance on all its property in such
         amounts and covering such risks as is consistent with sound business
         practice.

                  (e) The Company will comply with all laws, rules, regulations,
         orders, writs, judgments, injunctions, decrees or awards to which it
         may be subject, except where the failure to do so would not have a
         material adverse effect on the Company.

                  (f) The Company will do all things necessary to maintain,
         preserve, protect and keep its properties in good repair, working order
         and condition, and make all necessary and proper repairs, renewals and
         replacements so that its business carried on in connection therewith
         may be properly conducted at all times, except where the failure to do
         so would not have a material adverse effect on the Company.

                  (g) For so long as any Convertible Debt remains outstanding,
         the Company shall not, without the prior written consent of Subscribers
         holding a majority in interest of the outstanding Convertible Debt, (a)
         incur any other indebtedness (other than in connection with lease
         financings) ranking senior to or pari passu with the indebtedness
         evidenced by the Notes, (b) enter into any merger or sale of stock, the
         effect of which would be the transfer of more than 25% of the Company's
         issued and outstanding common stock (on a fully-diluted basis) or enter
         into any transaction or agree to sell all or substantially all of the
         assets of the Company, or (c) elect to dissolve, liquidate or otherwise
         cease operations of the Company.

                  (h) From time to time, whether before, at or after each
         Closing Date, each party shall use its reasonable best efforts, as may
         be necessary to carry out the intents and purposes of this Agreement
         and the other Loan Documents, to take, or cause to be taken, all
         actions, and to do, or cause to be done, all things necessary, proper
         or advisable under applicable laws and regulations, to consummate and
         make effective the transactions contemplated by this Agreement and the
         other Loan Documents, including all things necessary, proper or
         advisable under applicable laws and regulations, to perfect the

                                      -7-
<PAGE>

         Lenders' security interests contemplated by the Loan Documents and
         ensure the priority of the liens granted pursuant to the Loan
         Documents, including with respect to current and future intellectual
         property, and assisting with patent, trademark and other filings in
         connection with intellectual property, in each case, as expeditiously
         as practicable.

                  8. DEFAULTS.

                           (a) OCCURRENCE. The occurrence of any one or more of
                  the following events shall constitute a default:

                                    (i) Any representation or warranty made by
                           the Company to the Subscriber shall be materially
                           false as of the date on which made or deemed made.

                                    (ii) The Company shall not have made payment
                           of (A) principal due under the Note when due, or (B)
                           any other obligations under this Agreement or any of
                           the other Loan Documents when same shall have become
                           due and payable, whether on the scheduled due date
                           therefore or upon acceleration thereof, or otherwise.

                                    (iii) The breach by the Company (other than
                           a breach which constitutes a default under Sections
                           8.1(a) (i) or (ii) above) of any of the terms or
                           provisions of this Agreement or the other Loan
                           Documents which is not remedied within ten (10) days
                           after written notice.

                           (b) CONSEQUENCES OF DEFAULT. In the event of any
                  default, the Subscriber by notice to the Company may

                                    (i) declare the entire amount of the
                                    Convertible Debt to be immediately due and
                                    payable and/or

                                    (ii) terminate the Escrow Agreement and
                                    require that any funds being held by the
                                    Escrow Agent be returned to the Subscriber.

                           In the event the Convertible Debt shall be declared
                  or become due and payable by acceleration as provided above,
                  the Notes, shall become immediately due and payable without
                  presentment, demand, protest or notice of any kind, all such
                  notice being expressly waived by the Company.

                           (c) PRESERVATION OF RIGHTS. No delay or omission of
                  the Subscriber to exercise any right under this Agreement or
                  any of the other Loan Documents shall impair such right or be
                  construed to be a waiver of any default or an acquiescence
                  therein. Any single or partial exercise of any such right
                  shall not preclude other or further exercise thereof or the
                  exercise of any other right, and no waiver, amendment or other
                  variation of the terms, conditions or provisions of the Loan
                  Documents whatsoever shall be valid unless in writing signed
                  by the Subscriber and the Company, and then only to the extent
                  in such writing specifically set



                                      -8-
<PAGE>

                  forth. All remedies contained in the Loan Documents or by law
                  afforded shall be cumulative and all shall be available to the
                  Subscribers until the obligations have been paid in full.

                           (d) INDEMNIFICATION; EXPENSES. The Company shall
                  indemnify the Subscriber and its officers, directors,
                  shareholders, partners, members, trustees, employees, agents,
                  representatives and affiliates against any and all
                  out-of-pocket losses, costs, charges, expenses, obligations,
                  liabilities, settlement payments, awards, lost profits,
                  judgments, fines, penalties, damages, demands, claims, causes
                  of action, assessments or deficiencies (including the expenses
                  of investigation and attorneys' fees and expenses in
                  connection therewith) incurred in connection with any and all
                  actions, suits, proceedings (including investigations,
                  litigation or inquiries) and claims of any kind arising out of
                  or in connection with or related to any of the Loan Documents,
                  including the preparation, execution or delivery of, any
                  advance made under, the indebtedness evidenced by, the
                  Company's use of any proceeds of, or any amendment, waiver or
                  consent (whether or not such amendment, waiver or consent
                  becomes effective) relating to the Loan Documents, including
                  (without limitation) all reasonable out-of-pocket costs and
                  expenses (including, without limitation, reasonable attorneys'
                  fees) in connection with: (i) enforcing, defending or
                  declaring (or determining whether or how to enforce, defend or
                  declare) any rights or remedies under the Loan Documents; (ii)
                  responding to any subpoena or other legal process or
                  participating (whether voluntarily or involuntarily) in any
                  legal or other proceeding or investigation; and (iii) any
                  insolvency or bankruptcy of the Company or any affiliate
                  thereof. Without limiting the generality of the foregoing, the
                  Company shall, upon demand, pay or reimburse each indemnitee
                  for all indemnified costs and expenses (including reasonable
                  attorneys' fees and expenses) incurred thereby.
                  Notwithstanding the foregoing, no person shall be entitled to
                  any indemnification, payment or reimbursement in respect of
                  any suit, action or other proceeding or any claim, loss,
                  damage, liability or expense to the extent arising out of or
                  in connection with any gross negligence or willful misconduct
                  of such person. The Company's obligations under this Section
                  8.4 shall survive the payment, transfer, conversion,
                  termination, expiration, cancellation, enforcement, amendment,
                  waiver or release of the Loan Documents.

         9. The investment in the Convertible Debt and the Shares are subject to
the following terms:

                  (a) No interest or coupon shall be payable on the Convertible
Debt.

                  (b) For each $1000 in value of Convertible Debt received from
the Subscriber at the closing, such Subscriber shall receive 7,143 shares of
common stock of the Company, or the pro rata portion thereof. The number of
shares to be received by the Subscriber at the closing of the sale of the
Convertible Debt and in connection therewith (other than the Conversion Shares)
is set forth on the page immediately preceding the signature page of this
Agreement.


                                      -9-
<PAGE>

                  (c) Fifty percent (50%) of the funds raised in the Offering
(the "Escrowed Amount") from each Subscriber shall be placed in an escrow
account with the Escrow Agent. The Company shall not have access to the Escrowed
Amount until it has achieved positive monthly EBITDA in accordance with
generally accepted accounting principles ("GAAP"). The Escrow Agent shall be
instructed to release the Escrowed Amount to the Company upon the receipt of an
executive officer's certificate from the Company that it has achieved this
criteria. If the Company does not achieve positive monthly EBITDA by March 31,
2005, or if a liquidation event occurs prior to such date, the Escrow Agent
shall release the Escrowed Amount, plus interest earned in the escrow account,
to the holders of the Convertible Debt on a pro rata basis.

                  (d) Upon the conversion of each $1,000 in value of the
Convertible Debt, each holder shall receive an additional 14,286 of the
Company's common stock, or the pro rata portion thereof. The Convertible Debt is
convertible at the option of the Subscriber; provided, however, that the Note
shall mature and become due and payable three (3) years from the date of
issuance of the Convertible Debt, after which the Company shall have the right,
in its sole discretion, to pay off any unconverted portion of the Convertible
Debt or require conversion by the Subscriber of any unconverted amounts held by
the Subscriber.

                  (e) If the Escrowed Amount is not released to Company or if it
is released to the Subscriber pursuant to Section 9(c)above, the Escrowed Amount
of the Convertible Debt shall have no conversion rights into common stock of the
Company as set forth in this Agreement.

         10. EXPENSES. The Company shall pay all reasonable out-of-pocket costs
and other expenses, including reasonable legal fees, incurred by the Subscriber
in connection with the negotiation and documentation of or otherwise relating to
the Loan Documents and the transactions contemplated by the Loan Documents,
including any amendments of the Loan Documents.

         11. 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.

         12. 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.

         13. The amount of Convertible Debt and Shares subscribed for by the
Subscriber and their registration of ownership are as set forth on page 11 of
this Agreement.

         14. 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.


                                      -10-
<PAGE>

         15. This Agreement (together with the other Loan Documents) 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]


<PAGE>


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. _________________________

CONVERTIBLE DEBT TO BE REGISTERED AS INDICATED BELOW:
[ ] Sole ownership
[ ] Joint tenants with right of survivorship
[ ] Tenants in common

Amount of Convertible Debt subscribed for: $________

Number of Shares of Common Stock: _________

Total Purchase Price: $________
PAYMENT IN FULL DELIVERED IN AMOUNT OF:  $_________



<PAGE>


IN WITNESS WHEREOF, the undersigned has executed or cause to be executed under
seal this Agreement, as of the May 3, 2004.

                                      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:


                                      BY ITS GENERAL PARTNERS OR MANAGERS:

                                             Name:_____________________________

                                             Name:_____________________________

                                             Name:_____________________________


                                      SIGNATURE FORM FOR TRUSTS:

                                             ___________________________________
                                             (Full Name of Trust)

                                      BY ITS TRUSTEE(S):


                                             Name:_____________________________

                                             Name:_____________________________

                                             Name:_____________________________


<PAGE>


                           ACCEPTANCE OF SUBSCRIPTION

         The, foregoing Subscription Agreement is ACCEPTED by the Company, on
May __, 2004, for $________ OF ITS SENIOR CONVERTIBLE DEBT AND __________ SHARES
OF ITS COMMON STOCK.



                                              SUMMUS, INC. (USA)

                                              BY:______________________________
                                                     GARY BAN

                                                     CHIEF EXECUTIVE OFFICER


<PAGE>


                                   APPENDIX A

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

>        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;

>        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 Convertible Debt of Convertible
         Debt 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
         Convertible Debt of Convertible Debt 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;

>        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.