Exhibit 4.2

*Subscription Number **[enter  subscription no.]**S*

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, **[enter  Shareholder name]**, (the "Subscriber") for shares of common  stock, par value $.001 per share, of the Company (the "Common  Stock").

W I T N E S S E T H

WHEREAS, the Company has offered the Subscriber an opportunity to purchase  shares of Common Stock (the "Shares") pursuant to a private offering  (the "Offering"); and

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

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 number of Shares set forth immediately  before the signature page hereof at a purchase price of **$[enter dollar amt.  per common share]**per Share.  This Agreement represents an irrevocable  offer by the Subscriber to subscribe for such number of Shares, except as  expressly provided herein.  This Agreement, subject to the terms hereof,  shall become a contract for the sale of said 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.  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 4 hereof.

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 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 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  shares to Subscriber is exempt from

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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 Shares 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 citizen of the U.S. and a resident of the State of **[enter  state of resident of shareholder]** and will be the beneficial owner of the  Shares standing in his/her name.

(d)                The Subscriber has been furnished and has carefully reviewed information about  the Company to allow him to make an informed investment decision prior to  purchasing the 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 the  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:  the Shares have not been  approved or disapproved by the Securities and Exchange Commission or by any  state securities commission, the Shares are a speculative investment which  involve material risk of loss of the Subscriber's entire investment, and there  are substantial restrictions on the transferability of the Shares.

(f)                  The Subscriber fully understands and agrees that the Subscriber must bear the  economic risk of investment in the Shares for an indefinite period of time  because, among other reasons, the 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 Shares in  the absence of an effective registration statement for such 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 Selling Shareholder Agreement between  the Company and Subscriber, dated **[enter transaction date],** the Company  is under no obligation to register the Shares or make an exemption from  registration available and that the Company has not represented that it will  make any attempt to so register the Shares or to make such an exemption  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 Shares by the Subscriber in  violation of the Securities Act or any state securities laws.

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(g)                The Subscriber understands that the certificate(s) representing the 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 Shares, nor any  recommendation or endorsement of any such investment.

(j)                  The Subscriber recognizes that it is important under the Securities Act and  state securities laws that the Company determine if potential investors are  "Accredited Investors," as defined in Appendix A attached  hereto.  Subscriber represents that Subscriber is an Accredited Investor.

The representations, warranties, covenants and agreements contained herein  shall survive the delivery of, and the payment for, the Shares.

6.                   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.

7.                   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.

8.                   The number of Shares subscribed for by the Subscriber and their registration  of ownership are as set forth on the following page:

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9.                   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.               This Agreement 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.

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PLEASE TYPE OR PRINT

| Owner:                                                                                                            **[enter Shareholder name]**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Social Security or Federal:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| Employer's ID Number:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| Residence        Address:                                                                                          Mailing Address        (if other than        Residence):                                                                              Telephones:  Res. _________________   Bus.**______________** Fax.______________        Email.________________ |
| Joint Owner (if any):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Social Security or Federal:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| Employer's ID Number:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| Residence Address:                                                                         Mailing Address        (if other than        Residence):                                                                              Telephones:  Res. ____________________________   Bus.        _______________                                                                                                                                                    |
| SHARES TO BE REGISTERED AS INDICATED BELOW:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| [   ] Sole ownership        [   ] Joint tenants with right of survivorship        [   ] Tenants in common                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Number of Shares subscribed for:  **[Enter no. of        shares]**Total Purchase Price **($[enter price per share]):  $[Enter        total]**        PAYMENT IN FULL DELIVERED IN AMOUNT OF:  **$[Enter total]**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

 

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IN WITNESS WHEREOF, the undersigned has executed or cause to be executed  under seal this Agreement, as of the **[enter day]** day of **[enter mo.  and year].**

|   | **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:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                         (Name of Partnership or LLC)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | By its General Partners or Managers:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | Name:                                                                       

Name:                                                                       

Name:                                                                        |
|   | **Signature form for Trusts:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                         (Full Name of Trust)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | By its Trustee(s):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | Name:                                                                       

Name:                                                                       

Name:                                                                        |

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ACCEPTANCE OF SUBSCRIPTION

The, foregoing Subscription Agreement is ACCEPTED by the Company, on this **[enter  day]** day of **[enter mo. and year]**to the extent of **[Enter no. of  shares]** of Common Stock.

 

| **Summus, Inc. (USA)**

** **

**By:_________________________________              Björn Jawerth              Chief Executive Officer** |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

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**APPENDIX A**

|     | An Accredited Investor is defined as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | a 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (2) | a 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);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| (3) | any trust, with total assets in excess of U.S. $5,000,000, not formed for the  specific purpose of acquiring shares of Common Stock 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (4) | a director or executive officer of the Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (5) | 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 shares of Common Stock and/or  warrants, with total assets in excess of U.S. $5,000,000;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| (6) | 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; |
| (7) | a private business development company as defined in the Investment Advisers  Act of 1940; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (8) | an entity in which all of the equity owners are accredited investors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

 

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