Exhibit 4.1


     

      

    

    Exhibit
      4.1

     

    CONSULTING
      AGREEMENT

     

     

    THIS
      CONSULTING AGREEMENT is made this 28th
      day of
      November, 2005, by and between Summus, Inc., a Delaware corporation, with its
      principal place of business at 434 Fayetteville Street, Suite 600, Raleigh,
      North Carolina, 27601 ("SUMMUS") and Rich Ruben, individually, with his
      principal place of residence at 100 Curwen Circle, Bryn Mawr, PA 19010
      ("Consultant").

     

    RECITALS:

     

    A.    SUMMUS
      is
      primarily engaged in the development of mobile media applications that optimize
      the consumer wireless experience. 

    


    B.    In
      view
      of the skills, knowledge and qualifications of Consultant which SUMMUS perceives
      to be of benefit to the business of SUMMUS, SUMMUS desires to retain the
      services of Consultant to render certain consulting services to SUMMUS described
      in Exhibit A attached hereto, and Consultant desires to provide consulting
      services to SUMMUS, on the terms and conditions set forth herein.

    


    C.    The
      parties intend that Consultant shall be an independent contractor with SUMMUS
      under this Agreement and not an employee of SUMMUS.

     

    NOW,
      THEREFORE, in consideration of the mutual agreements and covenants contained
      herein, and for other good and valuable consideration, the parties, intending
      to
      be legally bound, agree as follows:

     

    1.    Retention.
      SUMMUS
      hereby retains Consultant, and Consultant hereby agrees to render consulting
      services to SUMMUS, upon the terms and conditions set forth herein.

     

    2.    Duties.
      Consultant
      covenants and agrees that he will, as an independent contractor, perform
      diligently and to the best of his talents, skills and expertise, the services
      set forth in Exhibit A attached hereto; other

    services
      and projects may be added to Exhibit A by agreement of the parties hereto.
      Except as set forth on Section 12 of this Agreement, Consultant shall not assign
      or delegate the performance of any such services to any other person, firm
      or
      corporation without the prior consent of SUMMUS. Consultant shall render
      services at Consultant's offices, but will, at mutually agreeable times, provide
      services at SUMMUS’ office.

    


    Consultant
      shall have the right to engage in any other gainful activities and business
      in
      his sole and absolute discretion, provided that Consultant hereby agrees that
      he
      shall not engage in any activities or businesses which directly conflict or
      compete with the activities and business of SUMMUS during the term of this
      Agreement. 

     

            
      3.    Independent
      Contractor Status.
      The
      parties recognize that Consultant is an independent contractor and not an
      employee, agent, partner, joint venturer or representative of SUMMUS. Nothing
      in
      this Agreement

    shall
      be
      construed to mean that the parties are members of any partnership, joint
      venture, association, syndicate or other entity or to confer on either party
      any
      express, implied or apparent authority to incur any obligation or liability
      on
      behalf of the other party. Consultant shall at all times represent and disclose
      to any and all third parties that he is an independent contractor, and not
      an
      employee, agent or representative, of SUMMUS. SUMMUS shall not withhold any
      funds from Consultant for tax or other governmental purposes. Consultant shall
      be responsible for all taxes paid to federal agencies. Consultant shall not
      be
      entitled to receive any employment benefits offered to employees of SUMMUS,
      including workers' compensation insurance coverage. SUMMUS shall not exercise
      control over Consultant.

     

     

    
      
        
        

      

      
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    4.    Compensation.
      SUMMUS
      shall pay to Consultant, as compensation for the services to be rendered
      hereunder, the amounts set forth in Exhibit B attached hereto.

     

    5.    Term.
      This
      Agreement shall commence on the date first written above and shall continue
      until February 28, 2006, unless otherwise terminated as provided
      herein.

     

    6.    Termination.
      Notwithstanding Paragraph 5 of this Agreement, SUMMUS or Consultant may
      immediately terminate this Agreement without prior notice.

     

    7.    Nondisclosure.
      Consultant will remain subject to the terms of the Confidentiality Agreement
      executed by and between the SUMMUS and Consultant as of December __, 2005,
      attached to this Agreement as Exhibit C

    and
      incorporated herein for all purposes. 

    


    In
      addition, Consultant shall ensure that Consultant's employees, officers,
      directors, agents and representatives shall execute similar agreements
      protecting SUMMUS’ proprietary information and agree to be bound by the terms
      and conditions contained therein.

     

    8.    Records;
      Record Keeping.
      Consultant
      shall keep and maintain complete written records of all work or research done
      or
      carried out by Consultant. These records shall be works made for hire, and
      shall
      remain the

    exclusive
      property of SUMMUS, and shall be maintained and remain at SUMMUS’ offices.
      Consultant may keep one (1) copy of these records in Consultant's files solely
      for references purposes, provided that
      all
      trade secrets and proprietary information belonging to SUMMUS are sanitized
      from
      such copy. Consultant shall have access to the records and materials of SUMMUS
      at Consultant’s place of business that are necessary for Consultant to perform
      the services and produce the work product as agreed to in Appendix A to this
      Agreement. All materials and records provided to Consultant shall be subject
      to
      Section 7 of this Agreement. 

     

    9.    Rights
      to Work.
      The
      parties acknowledge that any work performed by Consultant for SUMMUS is being
      created in connection with SUMMUS’ engagement of Consultant and shall be deemed
      "work made for hire"

    under
      the
      U.S. copyright law. SUMMUS shall have the right to use the whole work, any
      part
      of parts thereof, or none of the work, as it sees fit. SUMMUS may alter the
      work, add to it, or combine it with any other work or works, at its sole
      discretion. Notwithstanding the foregoing, all original material submitted
      by
      Consultant as part of the work or as part of the process of creating the work,
      including, but not limited to, programs, listings, printouts, documentation,
      notes, flow charts and programming aids, shall be the property of SUMMUS whether
      or not SUMMUS uses such material; provided, however, that any templates or
      previous work product of the Consultant used by Consultant to create or develop
      any work product for SUMMUS shall be the sole property of Consultant.


    


    All
      programs, specifications, documentation, and all other technical information
      prepared by Consultant in connection with the performance of its services
      hereunder will become and remain SUMMUS’ sole property. SUMMUS shall retain
      title to all material and documentation, including, but not limited to, systems
      specifications, source code and object code furnished by SUMMUS to Consultant
      or
      delivered by SUMMUS into the Consultant's possession. SUMMUS has the right
      to
      obtain and to hold in its own name, copyrights, registrations or such other
      protection as may be appropriate to the subject matter, and any extensions
      and
      renewals thereof. Consultant agrees to provide SUMMUS and any person designated
      by SUMMUS reasonable assistance required to perfect the rights defined in this
      Section without further payment or compensation. Consultant shall immediately
      return all such material or documentation within seven days of any request
      by
      SUMMUS or upon the termination or conclusion of this Agreement, whichever occurs
      first.

    
 

    
      
        
        

      

      
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    Consultant
      hereby grants, assigns and conveys to SUMMUS all right, title and interest
      in
      and to all inventions, works of authorship and other proprietary data, and
      all
      other materials (as well as the copyrights, patents, trade secrets, and similar
      rights attendant hereto) conceived, reduced to practice, authored, developed,
      or
      delivered by Consultant or his employees, agents, consultants, contractors
      and
      representatives under this Agreement.

    


    Consultant's
      obligations under this Agreement shall survive expiration or termination of
      this
      Agreement and any amendments thereto.

     

    During
      and after the term of this Agreement, Consultant will cooperate fully in
      obtaining patent and other proprietary protection for the materials, products
      and documentation produced by Consultant under this Agreement, all in the name
      of SUMMUS and at SUMMUS’ cost and expense, and, without limitation, shall
      execute and deliver all requested applications, assignments, and other
      documents, and take such other measures as SUMMUS shall reasonably request,
      in
      order to perfect and enforce SUMMUS’ rights in the materials, products, and
      documentation. Consultant appoints SUMMUS as his attorney-in-fact to execute
      and
      deliver any such documents on Consultant's behalf in the event Consultant fails
      to do so.

     

    10.    Adherence
      to Laws.
      Consultant agrees that in carrying out his duties and responsibilities under
      this Agreement, he will neither undertake nor cause, nor permit to be
      undertaken, any activity which either (i) is illegal

    under
      any
      laws, decrees, rules, or regulations in effect in either the United States
      or
      foreign country if applicable; or (ii) would have the effect of causing SUMMUS
      to be in violation of any laws, decrees, rules, or regulations in effect in
      either the United States or foreign country, if applicable. Consultant shall
      defend, indemnify and hold SUMMUS harmless from and against any and all damages
      and expenses, including legal fees, incurred directly or indirectly as a
      consequence of Consultant's failure to comply with any such laws or regulations.
      

     

    11.    Indemnification.
      Consultant shall indemnify, and hold harmless SUMMUS and its officers,
      directors, employees, agents, parent, subsidiaries, and other affiliates, from
      and against any and all losses, damages,

    costs,
      liability, and expense whatsoever (including attorneys' fees and related
      disbursements) incurred by reason of any failure by Consultant to perform any
      covenant or agreement of Consultant set forth herein. due to the gross
      negligence and/or willful acts of Consultant or Consultant's personnel.


     

    12.    Assignment;
      Amendment.
      This
      Agreement is not assignable by either Consultant or SUMMUS without the consent
      of the other party except that SUMMUS may assign this Agreement to an affiliate
      of SUMMUS

    upon
      written notice to Consultant and Consultant may assign this Agreement to a
      limited liability company, limited partnership or other entity established
      by
      Consultant as the entity through which Consultant provides consulting services.
      No alteration, modification, amendment, or other change of this Agreement shall
      be binding on the parties unless in writing, approved and executed by Consultant
      and an executive officer of SUMMUS.

     

     

    
      
        
        

      

      
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    13.    Notices.
      Any
      notice or other communication pursuant to this Agreement shall be in writing
      and
      shall be deemed to have been fully given upon receipt to the following addresses
      or such other addresses as the parties may provide in writing to the other
      from
      time to time:

    


    
      	 	 
	
              If
                to SUMMUS:

               

              Summus,
                Inc.

              434
                Fayetteville Street

              Suite
                600

              Raleigh,
                NC 27601

              Attn :
                Donald T. Locke

              Chief
                Financial Officer

            	
              If
                to CONSULTANT:

               

              Richard
                Ruben

              100
                Curwen Circle

              Byrn
                Mawr, PA 19010

            


    

     

    14.    Governing
      Law.
      This
      Agreement shall be deemed to be a contract made under the laws of the State
      of
      Delaware and for all purposes it, plus any related or supplemental agreements,
      exhibits or annexes shall be construed in accordance with and governed by the
      laws of the State of Delaware, excluding its principles of conflicts of laws.
      The parties hereto agree that any and all disputes arising out of or concerning
      this Agreement shall be litigated and adjudicated in the state and/or federal
      courts located in the State of Delaware, and each party consents to and submits
      to such jurisdiction.

     

    15.    Invalidity.
      The
      terms of this Agreement shall be severable so that if any term, clause, or
      provision hereof shall be deemed invalid or unenforceable for any reason, such
      invalidity or unenforceability shall not affect

    the
      remaining terms, clauses, and provisions hereof, the parties intending that
      if
      any such term, clause, or provision were held to be invalid prior to the
      execution hereof, they would have executed an agreement containing all the
      remaining terms, clauses, and provisions of this Agreement.

     

    16.    Waiver
      of Breach.
      The
      waiver by either party hereto of any breach of the terms and conditions hereof
      will not be considered a modification of any provision, nor shall such a waiver
      act to bar the enforcement of

    any
      subsequent breach.

     

    17.    SUMMUS
      Property.
      All
      SUMMUS property in the possession or control of Consultant including, but not
      limited to specifications, documentation, source code, magnetic media, and
      building entry keys and cards,

    as
      well
      as all material developed or derived by Consultant in performing its duties
      under this Agreement will be returned by Consultant to SUMMUS on demand, or
      at
      the termination of this Agreement whichever shall come first.

     

    19.    Entire
      Agreement.
      Except
      for the Confidentiality, Non-Disclosure and Non-Compete Agreement referenced
      in
      Paragraph 7, this Agreement shall constitute the entire agreement between the
      parties hereto and

    replaces
      and supersedes all prior agreements, written and oral, relating to the subject
      matter hereof, between the parties to this Agreement.

     

    20.    Surviving
      Sections.
      All
      sections of this Agreement regarding covenants, confidentiality obligations,
      proprietary rights, and indemnities by Consultant shall survive expiration
      or
      termination of this Agreement;

    provided,
      however, that no claim may be asserted after the earlier to occur of (i) the
      date which is sixty days following the expiration of the applicable statute
      of
      limitation, or (ii) three (3) years following the date of this Agreement.


     

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties have executed this Agreement under seal effective
      the date first written above.

     

     

    
      	SUMMUS, INC.:	 	CONSULTANT:
	 	 	 
	 	 	 
	By: 
              ___________________________	 	_____________________________
	
              Name:
                Gary E. Ban

            	 	Name: Rich Ruben
	
              Title:
                Chief Executive Officer

            	 	SSN:


    

     

     

     

     

    


    
      
        
        

      

      
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    EXHIBIT
      A

     

    Duties
      of Consultant

     

    Consultant
      shall, upon the request of Summus, perform the following tasks and shall report
      to the Chief Executive Officer or a person designated by the Chief Executive
      Officer. Prior to beginning any projects covered under this Exhibit A, or any
      amendment or addition hereto, Consultant and SUMMUS shall set forth in writing
      a
      project sheet, which shall include a description of each project to be worked
      on
      by the Consultant and a list of deliverables to SUMMMUS by the Consultant for
      those projects in the designated time period. 

    


    TASKS:
      Evaluation and Recommendation of entities to be acquired by Summus.


    TIME
      COMMITMENT: Average of two (2) days per week 

    


    Additional
      projects may be added to this Exhibit A by the agreement in writing of the
      parties to the Agreement to which this Exhibit A is attached. Consultant shall
      be paid on such additional projects as shall be agreed to by the parties.


    



    
      
        
        

      

      
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    EXHIBIT
      B

     

    Compensation

     

    


    Cash
      Compensation.
      

    


    (1)    Consultant
      shall be paid $15,000 on each of December 1, 2005, January 1, 2006 and February
      1, 2006 (for a cumulative total of $45,000). This cumulative amount shall be
      payable to Consultant regardless of the termination of the Agreement by Summus
      or in accordance with its terms; however, if this Agreement is terminated by
      Consultant, Consultant shall be paid through the effective date of such
      termination by Consultant. 

    


    (2)    In
      addition, Consultant shall receive $15,000 at the closing of each acquisition
      worked on by Consultant on behalf of Summus. Consultant shall not receive this
      amount for any acquisition he participates in only in his capacity as a Director
      of Summus. 

    


    Stock
      Options.
      

    


    Upon
      the
      execution of this Agreement, Consultant shall receive options to purchase 25,000
      shares of Summus common stock; these options shall be priced at $2.20 per share.
      These options shall vest at the rate of 1/12 monthly on the monthly anniversary
      date of the Agreement to which this Exhibit B is attached and incorporated
      into
      for all purposes. This grant of options shall continue vesting regardless of
      the
      termination of the Agreement by Summus or in accordance with its terms; however,
      if this Agreement is terminated by Consultant prior to February 28, 2006,
      vesting shall cease as of the effective date of such termination by Consultant.
      All shares underlying options received by Consultant shall be registered for
      sale on Summus’ Registration Statement on Form S-8. 

    


    Shares
      of Common Stock

    


    Consultant
      shall receive (a) 25,000 shares of Summus common stock upon the closing of
      each
      acquisition worked on by Consultant in which the total purchase price paid
      by
      Summus exceeds $10,000,000 and (b) 12,500 shares of Summus common stock upon
      the
      closing of each acquisition worked on by Consultant in which the total purchase
      price paid by Summus is less than $10,000,000. Consultant shall not receive
      these amounts for any acquisition he participates in only in his capacity as
      a
      Director of Summus. Consultant shall have “piggy-back” registration rights on
      any shares of common stock received from Summus requiring Summus to register
      such issued shares on its next required or voluntarily filed registration
      statement on Form S-1 or on any other form on which Summus is eligible to file.
      

    


    The
      number of shares to be granted to Consultant pursuant to this provision shall
      also apply to any acquisition of Summus by another entity. 

    


            

    Expenses.
      Consultant shall be reimbursed for all normal and reasonable business expenses
      in connection with the provision of services to SUMMUS; provided, however,
      that
      Consultant shall receive approval in writing from SUMMUS for any such expenses.
      

    
 

    
      
        
        

      

      
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    EXHIBIT
      C

    


    


    CONFIDENTIALITY
      AGREEMENT

    


    


    THIS
      CONFIDENTIALITY AGREEMENT (this “Agreement”), is made and entered into by and
      between Summus, Inc., a Delaware corporation (“Summus”) located at 434
      Fayetteville Street, Suite 600, Raleigh, North Carolina 27601, and Rich Ruben
      (“Ruben”).

    


    RECITALS:

    


    A.    Summus
      and Ruben contemplate entering business and technical discussions relating
      to
      the project described on Schedule A hereto (the "Project");

    


    B.    In
      connection with such discussions, each of the parties hereto may provide the
      other with access to certain proprietary and confidential information of or
      pertaining to the disclosing party, for which each party wishes to have made
      subject to the terms and conditions of this Agreement. 

    


    NOW,
      THEREFORE, in consideration of the premises, the mutual agreements contained
      herein and other good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties hereby agree as follows:

    


    1.    Definition
      of Confidential Information; Exclusions.

    


    (a)    For
      purposes of this Agreement, the term "Confidential Information" shall mean
      trade
      secrets, technical information, costs, designs, plans, drawings, specifications,
      inventions, ideas, techniques, routines, test sequences, processes, studies,
      systems, methods of operation and procedures, formulae, test data, know-how,
      research and development (in whatever stage), computer programs, products,
      services, technology, sales and marketing methods, customer lists, supplier
      information, financial data or any other compilation of information, written
      or
      unwritten, that is used in the business of the applicable party hereto providing
      such information (the "providing party") to the other party hereto (the
      "receiving party") and that is not readily available to the public or gives
      such
      providing party an opportunity to obtain an advantage over its competitors
      who
      do not know or use such information. To the extent practical, disclosures of
      Confidential Information will be made in writing or other tangible form and
      shall be marked “Confidential” or “Proprietary.” Disclosures made orally or
      visually shall not be considered “Confidential Information” unless they are
      indicated as such in writing within 5 business days of initial
      disclosure.

    


    (b)    The
      term
      "Confidential Information" does not include any information that is: (i) known
      to the receiving party at the time of its receipt; (ii) currently in the public
      domain or which hereafter becomes public knowledge in any way that does not
      involve a breach of an obligation of confidentiality on the part of the
      receiving party or any other person or entity; (iii) released by the providing
      party to any third party free of an obligation of confidence; or (iv) obtained
      or developed by or for the receiving party independently of and without
      reference to any Confidential Information of the providing party.

     

     

    
      
        
        

      

      
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    2.    Confidentiality
      Obligation.
      Except
      as ordered by a court of competent jurisdiction or any other government
      authority, each of Summus and Ruben hereby covenant, for a period of five years
      from the date marked by the providing party on the applicable Confidential
      Information, to:

    


    (a)    hold
      the
      Confidential Information disclosed to it by the providing party in the strictest
      confidence;

    


    (b)    not
      use
      such Confidential Information except to evaluate or pursue the Project;
      and

    


    (c)    not
      disclose or provide access to such Confidential Information to any person or
      entity, except those directors, officers, employees and agents who have a
      demonstrated need to know such Confidential Information to evaluate the Project,
      it being understood and agreed that the receiving party shall be responsible
      for
      any breach of this Agreement by any of its representatives.

    


    In
      addition, each party agrees that, without the prior written consent of the
      other
      party, each party and its representatives will not disclose to any other persons
      that the Confidential Information has been made available, that discussions
      or
      negotiations are taking place concerning the project or any of the terms,
      conditions or other facts respect thereto (including the status thereof);
      provided, however, that either party may make such disclosure if it has received
      the written opinion of its outside counsel that such disclosure must be made
      in
      order not to commit a violation of law.

    


    3.    Coordination
      of Information Exchange.
      To
      coordinate the exchange of Confidential Information, Summus appoints Gary Ban
      and Ruben appoints himself as their respective representatives to disclose
      and
      receive Confidential Information under the terms of this Agreement. Each party
      shall inform its representative of all communications and exchanges of
      Confidential Information to the other party. Either party may change its
      representative upon written notice to the other party.

    


    4.    No
      License.
      Except
      as expressly provided herein, this Agreement shall not be construed as granting
      or conferring, either expressly or impliedly, any right, license or other
      relationship with respect to the Confidential Information furnished by either
      party hereto to the other. Each of Summus and Ruben hereby acknowledges and
      agrees that all Confidential Information, in any form, is and shall remain
      the
      sole and exclusive property of the providing party thereof. No interest under
      or
      in any trade secrets, trademarks, patents, inventions, copyrights or other
      rights is granted by this Agreement or by the disclosure or use of any
      Confidential Information.

    


    5.    Return
      of Confidential Information.
      In the
      event that either party hereto shall (i) communicate in writing that it has
      no
      further interest in pursuing the Project with the other party, or (ii) make
      a
      written request, for any reason whatsoever, for the return of its Confidential
      Information, each party hereto shall:

    


    (a)    promptly
      return all physical embodiments of or containing any Confidential Information
      (including all copies thereof) of the other party hereto then in its possession,
      custody or control, and

    


    (b)    destroy
      all documents, memoranda, notes and other writings whatsoever prepared by or
      on
      behalf of the receiving party based on such Confidential
      Information

     

     

    
      
        
        

      

      
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    Notwithstanding
      the return of the Confidential Information, each party and its representatives
      will continue to be bound by its obligations of confidentiality and other
      obligations hereunder.

    


    6.    Compulsory
      Disclosure.
      If
      either party becomes legally compelled by subpoena, civil investigative demand
      or other similar process to disclose any Confidential Information of the other
      party, then the receiving party shall promptly notify the providing party of
      such compulsion so that the providing party shall have the opportunity to object
      to such request or demand and to seek a protective order or other appropriate
      remedy. If such protective order or other remedy is not obtained, or the
      providing party waives compliance with the provisions of this Agreement, the
      receiving party shall furnish only that portion of the Confidential Information
      that is legally required to be disclosed and shall use its best efforts to
      obtain assurances that the Confidential Information will be kept confidential
      by
      the person or persons seeking its disclosure.

    


    7.    Compliance
      with Insider Trading and Public Disclosure Laws.
      Each
      party acknowledges that it may become aware of material, nonpublic information
      concerning the other party in the course of the discussions and negotiations
      contemplated with respect to the Project. Accordingly, each party agrees not
      to:

    


    (a)    effect
      or
      seek, offer or propose (whether publicly or otherwise) to effect, or cause
      or
      participate in or in any way assist any other person to effect or seek, offer
      or
      propose (whether publicly or otherwise) to effect or participate in any trading
      of any securities (or beneficial ownership thereof) of the other
      party;

    


    (b)    disclose
      or "tip" material nonpublic information concerning the other party to any person
      or entity;

    


    (c)    give
      trading advice of any kind to any person or entity concerning the other party;
      or

    


    (d)    except
      with the prior written consent of the other party, take any action that might
      force the other party to make a public announcement under applicable securities
      laws, including, without limitation, Regulation FD. 

    


    8.    Remedies.
      Each
      party shall be responsible for any damages resulting from its breach of this
      Agreement, including damages flowing from the further dissemination of
      Confidential Information by a third party to whom such party, directly or
      indirectly, furnished Confidential Information in breach of this Agreement.
      Each
      party acknowledges that money damages would be both incalculable and an
      insufficient remedy for any breach of this Agreement and that any such breach
      would cause the providing party irreparable harm. Accordingly, in the event
      of
      any breach or threatened breach of this Agreement, the providing party, in
      addition to any other remedies at law or in equity it may have, shall be
      entitled to injunctive relief and specific performance.

    


    9.    Miscellaneous.

    


    (a)    Binding
      Effect.
      Neither
      this Agreement nor any of the rights or obligations of the parties set forth
      herein may be assigned, in whole or in part, by either party without the prior
      written consent of the other party. This Agreement shall be binding upon and
      inure to the benefit of each of the parties and their respective successors
      and
      permitted assigns.

     

     

    
      
        
        

      

      
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    (b)    Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the internal,
      substantive laws of the State of Delaware. The court and authorities of the
      State of Delaware and the federal district courts located within the State
      of
      Delaware shall have the sole jurisdiction and venue over all controversies
      arising in connection with this Agreement, and each party waives any other
      jurisdiction and venue to which it may otherwise be entitled.

    


    (c)    Entire
      Agreement.
      This
      Agreement constitutes the entire agreement and understanding of the parties
      with
      respect to the subject matter hereof and supersedes any prior agreements with
      respect to such subject matter. No amendments or modifications to this Agreement
      shall be valid or binding unless agreed to in writing signed by both
      parties.

    


    (d)    No
      Waiver.
      No
      failure or delay of a party to exercise any power or right under this Agreement
      shall operate as a waiver thereof, nor shall any single or partial exercise
      of
      any such right or power (or any abandonment or discontinuance of steps to
      enforce such a right or power) preclude any other or further exercise thereof
      or
      the exercise of any other right or power.

    


    (e)    Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original and all of which together shall constitute one and the same
      agreement.

    


    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
      duly authorized officers as of the last day and year indicated
      below.

     

     

    
      	Summus, Inc.	 	Rich Ruben
	 	 	 
	By:  _______________________	 	_______________________
	
              Gary
                E. Ban

            	 	 
	
              Chief
                Executive Officer 

            	 	 
	 	 	 
	Date: _______________________	 	Date: _______________________
	 	 	 
	 	 	 


    

    

 

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

    SCHEDULE
      A

    


    


    The
      parties intend to disclose certain confidential information in connection with
      the following proposed project or venture: 

    


    Evaluation
      and Recommendations of possible acquisition targets. 

    


     

    


    
      	Checklist:	 	 
	 	 	 
	Company:	Summus, Inc.	(Name)
	State Incorporated:	Delaware	 
	Summus Contact:	Gary Ban	 
	 	Chief Executive Officer	(Title)
	 	919-807-5600	(Main Number)
	 	919-807-5611	(Direct)
	 	919-807-5601	(Fax)
	 	gary.ban@summus.com	(E-mail)
	 	 	 
	Legal Company Name:	______________________	 
	State Incorporated:	______________________	 
	Contact:	______________________	(Name)
	 	______________________	(Title)
	Phone:	______________________	(Main Number)
	 	______________________	(Direct)
	 	______________________	(Fax)
	 	______________________	(E-mail)
	 	 	 
	Nature of Confidential Information:
              Technical & Marketing Information_____________________________________________________________________________________________________________________
	___________________________________________________________________________________________________________________________________________________________________________
	___________________________________________________________________________________________________________________________________________________________________________