**Exhibit31.2**

# **Rule 13a - 14(a)/ 15a - 14(a)Certification ofChief Financial Officer**

 

I, Donald T. Locke, certify that:

1.             I have reviewedthis Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, of Summus, Inc.(USA) (“Summus”);

2.            Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under which such statements were made, not misleading withrespect to the period covered by this report;

3.             Based on myknowledge, the financial statements, and other financial information included in this report, fairly present, in all materialrespects, the financial condition, results of operations and cash flows ofSummus as of, and for, the periods presented in thisreport.

4.            Summus’sother certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inthe Exchange Act Rules 13a-15(e) and 15d-15(e)) for Summus and have:

(a)                Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure thatmaterial information relating to Summus, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared;

(b)              Designed such internal control over financial reporting, or caused such internalcontrol over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles.

(c)                Evaluated the effectiveness of Summus’ disclosure control’s and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)                Disclosed in this report anychange in Summus’ internal control over financial reporting that occurred duringSummus’ most recent fiscal quarter thathas materially affected, or is reasonably likely to materially affect, Summus’ internal control over financial reporting;and

5.            Summus’other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting,to Summus’ auditors and the audit committee of Summus’ board of directors:

(a)                All significant deficienciesand material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect Summus’ ability to record, process, summarize and report financial information; and

(b)                Any fraud, whether or notmaterial, that involves management or other employees who have a significant role in Summus’ internal control over financialreporting.            

 

Date:    November 12, 2004 

          /s/ Donald T. Locke                                     Donald T. LockeChief Financial Officer