Exhibit 3.8

                              ARTICLES OF AMENDMENT
                                       OF
                               SUMMUS, INC. (USA)
                                       FOR
                      SERIES E CONVERTIBLE PREFERRED STOCK


                  Pursuant to the provisions of Sections 607.0601, and 607.0602
         of the Florida Business Corporation Act, Summus, Inc. (USA) (the
         "Corporation"), a corporation organized and existing under the laws of
         the State of Florida, hereby certifies as follows:


         1. The name of the Corporation is Summus, Inc. (USA):

         2. The terms and provisions of the Statement of Rights and Preferences
         (the "Statement of Rights") of the Corporation's Series E Convertible
         Preferred Stock (the "Series E Preferred Stock ") have been duly
         approved by the unanimous written consent of the Corporation's Board of
         Directors dated as of October 17, 2003.

         3. The text of the Statement of Rights establishing and designating the
         Series E Preferred Stock, which shall be added to Article IV of the
         Corporation's Amended and Restated Certificate of Incorporation (the
         "Certificate of Incorporation"), as amended to date, is attached to
         these Articles of Amendment as APPENDIX A and is incorporated herein
         for all purposes.

                  IN WITNESS WHEREOF, the Corporation has caused these Articles
         of Amendment to be executed in its name and on its behalf by its Chief
         Operating Officer and attested by its Assistant Corporate Secretary on
         this 17th day of October, 2003, hereby declaring and certifying that
         this is the act and deed of the Corporation and that the statements
         contained herein are affirmed as true under penalties of perjury.

                                        SUMMUS, INC. (USA)


                                        By:____________________________________
                                           Gary E. Ban, Chief Operating Officer

         ATTEST:


         By:_________________________
            Robert S. Lowrey
            Assistant Corporate Secretary



<PAGE>


            APPENDIX A TO ARTICLES OF AMENDMENT OF SUMMUS, INC. (USA)
                             DATED OCTOBER 17, 2003



         Article IV of the Amended and Restated Certificate of Incorporation of
Summus, Inc. (USA) ( the "Corporation") is hereby amended by adding the
following provisions:

                   "STATEMENT OF RIGHTS AND PREFERENCES OF THE
           SERIES E CONVERTIBLE PREFERRED STOCK OF SUMMUS, INC. (USA)


                   1. PREFERRED STOCK DESIGNATION; NUMBER; ISSUE PRICE. Of the
5,000,000 shares of authorized preferred stock of the Corporation, 200 shares
are designated as "Series E Convertible Preferred Stock" (the "Series E
Preferred Stock"). The Series E Preferred Stock has an issue price ("Issue
Price") of $1,000 per share.

                  2. RANKING. Except as provided for herein, the Series E
Preferred Stock shall rank on a parity with the Corporation's Series A
Convertible Preferred Stock (the "Series A Preferred Stock"), its Series C
Convertible Preferred Stock (the "Series C Preferred Stock") and its Series D
Convertible Preferred Stock (the "Series D Preferred Stock") in all respects,
including but not limited to liquidation preference upon dissolution,
liquidation, or winding up of the Corporation.

                  3. NO DIVIDENDS. The Series E Preferred Stock shall not be
entitled to any dividends, distributions or coupon amount, except as set forth
in this Statement of Rights and Preferences of the Series E Convertible
Preferred Stock ( this "Series E Statement of Rights").

                  4.   LIQUIDATION PREFERENCE

                           A. SERIES E PREFERENCE. In the event of any
                           liquidation, dissolution or winding up of the
                           Corporation, either voluntary or involuntary, the
                           holders of the Series E Preferred Stock shall be
                           entitled to receive, prior and in preference to any
                           distribution of any of the assets or surplus funds of
                           the Corporation to the holders of any preferred stock
                           of the Corporation ranking junior to the Series E
                           Preferred Stock (the "Junior Preferred Stock"), an
                           amount equal to $1,000 per share (the "Liquidation
                           Preference") (such Liquidation Preference to be
                           adjusted for any combinations, consolidations, stock
                           distributions or stock dividends with respect to
                           shares of the Series E Preferred Stock). Upon the
                           occurrence of any such liquidation, dissolution or
                           winding up of the Corporation, the funds and assets
                           of the Corporation shall be used first to repay all
                           indebtedness and other obligations, then to pay the
                           liquidation preferences of any preferred stock having
                           preferences senior to the Series E Preferred Stock,
                           Series D Preferred Stock, the Series C Preferred
                           Stock, and the Series A Preferred Stock (the "Senior
                           Preferred Stock") and then to pay the liquidation
                           preferences of the Series E Preferred Stock, Series D


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                           Preferred Stock, Series C Preferred Stock, and Series
                           A Preferred Stock. If the assets and funds to be
                           distributed among the holders of the Series E
                           Preferred Stock, Series D Preferred Stock, Series C
                           Preferred Stock, and the Series A Preferred Stock
                           shall be insufficient to permit the payment to such
                           holders of the full liquidation preference, then the
                           entire assets and funds of the Corporation legally
                           available for distribution (after payment of any
                           Senior Preferred Stock) shall be distributed ratably
                           among the holders of Series A Preferred Stock, Series
                           C Preferred Stock, Series D Preferred Stock and
                           Series E Preferred Stock based upon the relative
                           liquidation preferences of the Series E Preferred
                           Stock, Series D Preferred Stock, Series C Preferred
                           Stock, and Series A Preferred Stock then held by
                           them.

                                    Any funds or assets legally available for
                           distribution after payment in full of the liquidation
                           preferences of the Series A Preferred Stock, Series C
                           Preferred Stock, Series D Preferred Stock and Series
                           E Preferred Stock shall be distributed among the
                           holders of the Junior Preferred Stock in accordance
                           with the liquidation rights of the Junior Preferred
                           Stock.

                           B. DISTRIBUTION OF REMAINING ASSETS TO COMMON STOCK
                           HOLDERS. After payment to the holders of any Senior
                           Preferred Stock, the Series E Preferred Stock, the
                           Series D Preferred Stock, the Series C Preferred
                           Stock, the Series A Preferred Stock, and the Junior
                           Preferred Stock of the amounts set forth in Section
                           4.a. above, the entire remaining assets and funds of
                           the Corporation legally available for distribution,
                           if any, shall be distributed among the holders of the
                           Common Stock in proportion to the shares of Common
                           Stock then held by them.

                  5. CONSOLIDATION OR MERGER. In case of any consolidation or
merger of the Corporation with or into another corporation (other than a mere
reincorporation transaction) or the conveyance of all or substantially all of
the assets of the Corporation to another corporation, each share of Series E
Preferred Stock shall thereafter be convertible into the number of shares of
stock or other securities or property to which a holder of the number of shares
of Common Stock deliverable upon conversion of such Series E Preferred Stock
would have been entitled upon such consolidation, merger or conveyance; and, in
any such case, appropriate adjustment (as determined by the Board of Directors
of the Corporation in good faith) shall be made in the application of the
provisions herein set forth with respect to the rights and interest thereafter
of the holder of the Series E Preferred Stock to the end that the provisions set
forth herein (including provisions with respect to changes in and other
adjustments of the applicable conversion terms of the Series E Preferred Stock)
shall thereafter be applicable, as nearly as reasonably may be, in relation to
any shares of stock or other property thereafter deliverable upon the conversion
of the Series E Preferred Stock. The Corporation shall not effect any
transaction described in this Section 5 unless the resulting successor or
acquiring entity (if not the Corporation) and, if an entity different from the
successor or acquiring entity, the entity whose capital stock or assets the
holders of the Common Stock are entitled to receive as a result of such
transaction, assumes by written instrument the obligations of this Certificate
of Designation (including this Section 5). The above provisions shall similarly
apply to successive consolidations, mergers, sales, transfers or share
exchanges. The consolidation or merger of the Corporation with or into any other
corporation shall not be deemed to be a liquidation, dissolution or winding up
of the Corporation.
<PAGE>

                       6. CONVERSION. Upon conversion, each share of Series E
Preferred Stock shall be converted into such number of fully paid and
nonassessable shares of Common Stock as is determined by dividing (i) the
product of (x) the number of shares of Series E Convertible Preferred Stock
being converted, multiplied by (y) $1,000, by (ii) $0.20 at the time of
conversion (the "Conversion Number");PROVIDED, HOWEVER, that in no event shall a
holder of shares of Series E Preferred Stock be entitled to convert any such
shares in excess of that number of shares upon conversion of which the sum of
(x) the number of shares of Common Stock beneficially owned by the holder and
its affiliates (other than shares of Common Stock which may be deemed
beneficially owned through the ownership of the unconverted portion of the
shares of Series E Preferred Stock or the unexercised or unconverted portion of
any other securities of the Corporation (including, without limitation, the
warrants issued by the Corporation pursuant to the Subscription Agreement (as
defined below) (the "WARRANTS")) subject to a limitation on conversion or
exercise analogous to the limitations contained herein) and (y) the number of
shares of Common Stock issuable upon the conversion of the shares of Series E
Preferred Stock with respect to which the determination of this proviso is being
made, would result in beneficial ownership by a holder and such holder's
affiliates of more than 4.9% of the outstanding shares of Common Stock. For
purposes of the proviso to the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as
otherwise provided in clause (x) of such proviso. The Series E Preferred Stock
shall convert as follows:

                           A. CONVERSION. To convert shares of Series E
                           Preferred Stock the holder must surrender the
                           certificate or certificates therefor, duly endorsed,
                           at the office of the Corporation or of any transfer
                           agent for the Series E Preferred Stock, and give
                           written notice by mail, postage prepaid, to the
                           Corporation at its principal corporate office, of the
                           election to convert the same and shall state in the
                           notice the name or names in which the certificate or
                           certificates for shares of Common Stock are to be
                           issued. The Corporation shall, as soon as practicable
                           thereafter, issue and deliver at such office to that
                           holder, or to the nominee or nominees of that holder,
                           a certificate or certificates for the number of
                           shares of Common Stock to which the holder shall be
                           entitled. The conversion shall be deemed to have been
                           made immediately prior to the close of business on
                           the date the shares were surrendered for conversion,
                           and the person or persons entitled to receive the
                           shares of Common Stock issuable upon the conversion
                           shall be treated for all purposes as the record
                           holder or holders of those shares of Common Stock as
                           of that date.

                           B. DELIVERY OF COMMON STOCK UPON CONVERSION. Upon the
                           surrender of certificates as described above, the
                           Corporation shall issue and, within two (2) business
                           days after such surrender (or, in the case of lost,
                           stolen or destroyed certificates, after provision of
                           agreement and indemnification pursuant to
                           subparagraph (a) above) (the "Delivery Period"),
                           deliver (or cause its Transfer Agent to so issue and
                           deliver) in accordance with the terms hereof and the
                           Subscription Agreement pursuant to which the Series E
                           Preferred Stock was sold (the "Subscription
                           Agreement") to or upon the order of the holder (i)
                           that number of shares of Common Stock for the portion
                           of the shares of Series E Preferred Stock converted
                           as shall be determined in accordance herewith and
                           (ii) a certificate representing the balance of the
                           shares of Series E Preferred Stock not converted, if
                           any.
<PAGE>

                           In lieu of delivering physical certificates
                           representing the Common Stock issuable upon
                           conversion, provided the Corporation's Transfer Agent
                           is participating in the Depository Trust Company
                           ("DTC") Fast Automated Securities Transfer ("FAST")
                           program, upon request of the holder and its
                           compliance with the provisions contained in this
                           Section 6, the Corporation shall use its best efforts
                           to cause its Transfer Agent to electronically
                           transmit the Common Stock issuable upon conversion to
                           the holder by crediting the account of holder's Prime
                           Broker with DTC through its Deposit Withdrawal Agent
                           Commission ("DWAC") system. The time periods for
                           delivery described in the immediately preceding
                           paragraph shall apply to the electronic transmittals
                           described herein.

                           C. EFFECT OF STOCK SPLITS ON CONVERSION NUMBER. The
                           Corporation may elect to effect a split or
                           consolidation or subdivision of the outstanding
                           shares of Common Stock. The Corporation may issue a
                           dividend or other distribution to holders of Common
                           Stock that is payable in additional shares of Common
                           Stock, or in other securities or rights convertible
                           into, or entitling the holder to receive directly or
                           indirectly, additional shares of Common Stock
                           (hereinafter referred to as "Common Stock
                           Equivalents") without payment of any consideration by
                           the holder of Common Stock for the additional shares
                           of Common Stock, or the Common Stock Equivalents, or
                           the additional shares of Common Stock issuable upon
                           conversion or exercise thereof. If so, then as of the
                           record date for that event, (or the date of such
                           dividend distribution, split or subdivision if no
                           record date is fixed), the Conversion Number of the
                           Series E Preferred Stock shall be appropriately
                           adjusted so that the number of shares of Common Stock
                           issuable on conversion of that series shall be
                           adjusted in proportion to the increase or decrease of
                           outstanding shares resulting from the stock split,
                           dividend or subdivision (treating all Common Stock
                           Equivalents as having been converted into Common
                           Stock).

                           D. EFFECT OF OTHER DISTRIBUTIONS ON CONVERSION. If
                           the Corporation declares a distribution (other than a
                           distribution subject to the previous Section 6.c. of
                           this Series E Statement of Rights) payable in
                           securities of other persons, evidences of
                           indebtedness issued by the Corporation or other
                           persons, assets (excluding cash dividends), or
                           options or rights that do not result in adjustment of
                           the Conversion Number under this Section 6, then the
                           holders of the Series E Preferred Stock shall be
                           entitled to a proportionate share of any such
                           distribution as though they were the holders of the
                           number of shares of Common Stock of the Corporation
                           into which their shares of Series E Preferred Stock
                           are convertible, determined as of the record date
                           fixed for the determination of the holders of Common
                           Stock of the Corporation entitled to receive such
                           distribution.
<PAGE>

                           E. EFFECT OF RECAPITALIZATIONS ON CONVERSION. If any
                           recapitalization of the Common Stock occurs (other
                           than a subdivision, combination or merger or sale of
                           assets transaction provided for elsewhere herein),
                           provision shall be made so that the holders of the
                           Series E Preferred Stock shall thereafter be entitled
                           to receive, upon conversion of the Series E Preferred
                           Stock, the number of shares of stock or other
                           securities or property of the Corporation or
                           otherwise, to which they would be entitled on such
                           recapitalization if they were the holders of the
                           number of shares of Common Stock of the Corporation
                           into which their shares of Series E Preferred Stock
                           were convertible on the effective date of the
                           recapitalization. In any such case, appropriate
                           adjustment shall be made in the application of the
                           provisions of this Section 6 with respect to the
                           rights of the holders of the Series E Preferred Stock
                           after the recapitalization to the end that the
                           provisions of this Section 6 shall be applicable
                           after the recapitalization to achieve the intent of
                           the Conversion Number adjustment provisions of this
                           Section 6, so as to protect the conversion rights of
                           the holders of the Series E Preferred Stock against
                           impairment as nearly as may be practicable.

                           F. NO IMPAIRMENT OF CONVERSION RIGHTS. The
                           Corporation will not, by amendment of its
                           organizational documents, or through any
                           reorganization, recapitalization, transfer of assets,
                           consolidation, merger, dissolution, issue or sale of
                           securities or any other voluntary action, avoid or
                           seek to avoid the observance or performance of any of
                           the terms to be observed or performed hereunder by
                           the Corporation, but will at all times in good faith
                           assist in the carrying out of all the provisions of
                           this Section 6 and in the taking of all such action
                           as may be necessary or appropriate in order to
                           protect the conversion rights of the holders of the
                           Series E Preferred Stock against impairment.
                           G. NO FRACTIONAL SHARES ON CONVERSION. No fractional
                           shares shall be issued upon conversion of the Series
                           E Preferred Stock, and the number of shares of Common
                           Stock to be issued shall be rounded up to the nearest
                           whole share, determined on the basis of the total
                           number of shares of Series E Preferred Stock which
                           the holder is at the time converting into Common
                           Stock and the number of shares of Common Stock
                           issuable upon such aggregate conversion.

                           H. CERTIFICATES ON ADJUSTMENT OF CONVERSION NUMBER.
                           Upon the occurrence of each adjustment or
                           readjustment of the applicable Conversion Number of
                           Series E Preferred Stock pursuant to this Section 6,
                           the Corporation, at its expense, shall promptly
                           compute such adjustment or readjustment and prepare
                           and furnish to each holder of Series E Preferred
                           Stock a certificate setting forth such adjustment or
                           readjustment, showing the facts upon which such
                           adjustment or readjustment is based. If a holder of
                           Series E Preferred Stock requests in writing, the
                           Corporation shall supply that holder a certificate
                           setting forth (i) such adjustment and readjustment,
                           (ii) the applicable Conversion Number in effect at
                           the time (before and after the adjustment), and (iii)
                           the number of shares of Common Stock and the amount,
                           if any, of other property which at the time would be
                           received upon the conversion of a share of Series E
                           Preferred Stock.
<PAGE>

                           I. CONVERSION NOTICES. Any notice required by the
                           provisions of this Section 6 to be given to the
                           holders of shares of Series E Preferred Stock shall
                           be deemed given if deposited in the United States
                           mail, postage prepaid, and addressed to each holder
                           of record at his or her address appearing on the
                           books of the Corporation.

                           J. RESERVATION OF STOCK FOR CONVERSION. The
                           Corporation shall at all times reserve and keep
                           available out of its authorized but unissued shares
                           of Common Stock solely for the purpose of effecting
                           the conversion of the shares of Series E Preferred
                           Stock such number of its shares of Common Stock as
                           shall from time to time be sufficient to effect the
                           conversion of all outstanding shares of the Series E
                           Preferred Stock. If the number of authorized but
                           unissued shares of Common Stock are not sufficient to
                           effect the conversion of all then outstanding shares
                           of Series E Preferred Stock, the Corporation will
                           take such corporate action as may, in the opinion of
                           its counsel, be necessary to increase its authorized
                           but unissued shares of Common Stock to such number of
                           shares as shall be sufficient for such purposes.

                  7. VOTING RIGHTS OF SERIES E PREFERRED. Each outstanding share
                  of Series E Preferred Stock shall have no voting rights,
                  except as may be required by the law of the state of
                  incorporation or as further described in this Series E
                  Statement of Rights.

                  8. PROTECTIVE PROVISIONS. So long as any shares of Series E
                  Preferred Stock remain outstanding, the Corporation shall not,
                  without first obtaining the approval (by vote or written
                  consent) of the holders of at least a majority of the then
                  outstanding shares of Series E Preferred Stock:

                    A. Authorize or issue any additional Series E Preferred
                Stock;

                    B. Adversely alter or change the rights, preferences or
                privileges of the Series E Preferred Stock; or

                    C. Amend this Statement of Rights;

                  9. STATUS OF CONVERTED OR REDEEMED STOCK. If any shares of
                  Series E Preferred Stock shall be redeemed or converted into
                  Common Stock, the shares of Series E Preferred Stock so
                  converted or redeemed shall be canceled and shall not be
                  issuable by the Corporation."