**EMPLOYMENT
      AGREEMENT**






This Employment Agreement (this “Agreement”) is effective as of the
      21 st day of
      June, 2005 (the “Effective Date”), between Summus, Inc., a Delaware corporation
      (the “ **Company** ”),
      and
      Andrew L. Fox (the “ **Executive** ”).






RECITALS:






WHEREAS, the Company desires to employ Executive, and Executive desires to
      be
      employed by the Company, on the terms and subject to the conditions set forth
      herein;




WHEREAS,
      the Company has previously entered into an employment agreement with the
      Executive dated July 28, 2004 (the “Existing Employment Agreement”); and




WHEREAS,
      the Company and the Executive desire to cancel the Existing Employment Agreement
      with the Executive as of the Effective Date of this Agreement and replace it
      in
      its entirety with this Agreement.




NOW, THEREFOR, in consideration of the mutual premises herein contained, the
      parties agree as follows:




1. Employment;
      Cancellation of Existing Employment Agreement . 
      The Company hereby employs Executive as Executive Vice President - Business
      Development and Sales, and Executive hereby accepts such employment, on the
      terms and subject to the conditions hereinafter set forth. As of the Effective
      Date of this Agreement, the Existing Employment Agreement shall be cancelled,
      void and of no effect.




2. Duties
      of Executive .




2.1       Executive shall report
      directly to the
      Chief Executive Officer, and shall perform such duties consistent with his
      position as Executive Vice President - Business Development and Sales pursuant
      to the direction of the Chief Executive Officer.




2.2       Executive shall be required
      to devote
      his full business time, attention and effort to the Company’s business and
      affairs except for vacation time and reasonable periods of absence due to
      sickness, personal injury or other disability and shall perform diligently
      such
      duties as are customarily performed by executives in similar positions with
      companies similar in character or size to the Company, all subject to the
      direction of the Board, together with such other duties as may be reasonably
      requested from time to time by the Board, which duties shall be consistent
      with
      his positions as set forth above.  Executive agrees to use all of his
      skills and business judgment and render services to the best of his ability
      to
      serve the interests of the Company.  Subject to the terms of Section
      8
      hereof, this shall not preclude Executive from serving on community and civic
      boards, participating in industry associations, pursuing his personal financial
      and legal affairs or otherwise engaging in other activities, so long as such
      activities do not unreasonably interfere with his duties to the
      Company.









3. Support
      Services . 
      Executive shall be entitled to all the administrative, operational and facility
      support customary to a similarly situated executive.  This support shall
      include, without limitation, a suitably appointed private office, and payment
      of
      or reimbursement for reasonable cellular telephone expenses, travel and
      entertainment expenses, reasonable expenses of Executive maintaining his
      professional license and standing and any and all other business expenses
      reasonably incurred on behalf of or in the course of performing duties for
      the
      Company, all in accordance with the expense reimbursement policies established
      from time to time by the Company.  Executive agrees to provide
      documentation of these expenses as may be reasonably required.




4. Term .
      Unless
      earlier terminated as provided herein, the Executive’s employment shall be for a
      continuing term (the “Term”) of one year from the Effective Date of this
      Agreement which shall be automatically extended (without further action of
      the
      Company, the Board of Directors or the Compensation Committee) each day for
      an
      additional day so that the remaining term shall continue to be one (1) year;
      provided that either party may at any time, by written notice to the other
      party, fix the Term to a finite term of one year, without automatic extension,
      commencing with the date of such notice.




5. Compensation . 
      Throughout the Term, the Company shall pay or provide, as the case may be,
      to
      Executive the compensation and other benefits and rights set forth in this
      Section 5.




5.1 Base
      Salary . 
      The  Company shall pay to Executive a base salary (“Base Salary”), payable
      in accordance with the Company’s usual pay practices (and in any event no less
      frequently than monthly), of $120,000 per annum.  The Compensation
      Committee shall annually review Executive’s Base Salary in light of the base
      salaries paid to other executive officers of the Company and the performance
      of
      Executive, and the Compensation Committee may, in its discretion, increase
      such
      Base Salary by an amount it determines is appropriate. Notwithstanding any
      other
      provisions in this Agreement, Executive’s Base Salary shall automatically be
      increased to $140,000 once the Company achieves positive cash flow for a fiscal
      quarter.




Once
      Executive’s Base Salary is increased, it shall not thereafter be reduced for any
      reason.




5.2 Bonuses
      and Commissions .




(a) The
      Executive shall also receive from the Effective Date of this
      Agreement:




(1) a
      commission bonus of $10,000 for each transaction brought to Summus by Executive
      that the Company receives a gross profit of $250,000 from. No funds under this
      provision of Executive’s employment agreement shall be payable until a gross
      profit of $250,000 is received by the Company from each such respective
      transaction.


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(2) a
      commission bonus of three percent (3%) of the gross profit received by Summus
      from all transactions brought to the Company by Executive and a commission
      bonus
      of one percent (1%) of the gross profit received by the Company from all other
      transactions of the Company brought by personnel under Executive’s supervision.
      No funds under this provision of Executive’s employment agreement shall be
      payable to him until funds are received by Summus. Executive shall receive
      the
      commission bonus on the transactions as set forth in this Section 5.2 (b)(2)
      for
      a period of eighteen (18) months from the launch of each such product related
      to
      these transactions arranged by him or by personnel under Executive’s
      supervision, as the case may be. After such eighteen (18) month period has
      expired, the commission bonus pursuant to this Section 5.2 (b)(2) shall expire
      and no longer be payable to Executive. Any funds payable to Executive pursuant
      to this Section 5.2(b)(2) shall be net of any bonuses earned by Executive
      pursuant to Section 5.2(b)(1) of this Agreement.





For
      purposes of all of Executive’s commission calculations “gross profit” is equal
      to revenue received by the Company from such transaction or transactions minus
      the direct costs and any and all partnership costs associated with such revenues
      in accordance with generally accepted accounting principles (GAAP).




(b) The
      Company may consider the Executive for a cash bonus for each fiscal year, or
      part thereof that he is employed by the Company, in an amount to be determined
      at the discretion of the Board.




(c) Any
      cash
      bonus earned by the Executive pursuant to the provisions of this Section 5.2
      or
      any other provision of this Agreement shall not be paid to the Executive unless
      and until the Company has achieved a cash flow positive position, which will
      be
      certified to the Board of Directors by an executive officer of the Company.




5.3 Option
      Grants. The
      Company shall grant to the Executive options to purchase 200,000 shares of
      the
      Company’s common stock on the terms as set forth in the Stock Option Agreement
      attached to this Agreement as Appendix A, which is incorporated into this
      Agreement for all purposes.




All
      options and/or warrants previously granted to the Executive in lieu of cash
      compensation forgone by the Executive shall be amended to have a life of ten
      (10) years from the date of each such respective grant while Executive is
      employed by the Company or a life of three years from the date of termination
      of
      the Executive’s employment.




5.4 Insurance. The Company shall provide medical, vision, hospitalization, disability and
      dental insurance for Executive, his spouse and eligible family members, subject
      to and in accordance with the Company’s policy, the proportion of the cost
      thereof to be borne by the Company and Executive to be in accordance with such
      policy.




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5.5 Employee
      Benefit Plans . 
      Executive shall be eligible to participate in all retirement and other benefit
      plans of the Company generally available from time to time to employees of
      the
      Company and for which Executive qualifies under the terms thereof (and nothing
      in this Agreement shall, or shall be deemed to, in any way affect Executive’s
      rights and benefits thereunder except as expressly provided
      herein).




5.6 Other
      Benefit Plans . 
      Executive shall be entitled to participate in any equity or other employee
      benefit plan that is generally available to senior executive officers, as
      distinguished from general management, of the Company, at the highest level
      provided for any employee.  Executive’s participation in and benefits under
      any such plan shall be on the terms and subject to the conditions specified
      in
      the governing document of the particular plan.




5.7 Vacation . 
      Executive shall be entitled to Twenty (20) days of vacation allowance each
      year,
      which shall accrue at the rate of five (5) days per calendar quarter, but may
      be
      used in advance of accrual.  Vacation days not used in one calendar
      year
      shall carry over to the following calendar year(s) up to a maximum of ten days.
      Executive shall also be entitled to a sick leave allowance as provided under
      the
      Company’s vacation and sick leave policy for executive officers.




6. Permanent
      Disability .




6.1       For purposes of this Agreement,
      Executive’s “Permanent Disability” shall be deemed to have occurred one day
      after one hundred eighty (180) days in the aggregate during any consecutive
      twelve (12) month period, or one day after one hundred twenty consecutive days,
      during which the 180 or 120 day period, as the case may be, Executive, by reason
      of his physical or mental disability or illness, shall have been unable to
      discharge fully his duties under this Agreement.




6.2       If either the Company or
      Executive,
      after receipt of notice of Executive’s Permanent Disability from the other,
      disputes that Executive’s Permanent Disability shall have occurred, Executive
      shall promptly submit to a physical examination by a physician at any major
      accredited hospital and, unless such physician shall issue his written statement
      to the effect that, in his opinion, based on his diagnosis, Executive is capable
      of resuming his employment and devoting his full time and energy to discharging
      fully his duties hereunder within thirty (30) days after the date of such
      statement, such Permanent Disability shall be deemed to have occurred on the
      day
      above specified.











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7. Termination .




7.1 Bases
      for Termination . 
      Executive’s employment under this Agreement and the Term shall be terminated
      immediately on the death of Executive and may be terminated by the
      Board:




(a)       
      at any time after the Permanent Disability of Executive




(b)       
      at any time without Cause prior to a Change of Control;




(c) at
      any
      time without Cause upon a Change of Control; or




(d)       
      at any time for “Cause” (as defined in Section 7.8 hereof);




7.2 Termination
      by Death . 
      If Executive’s employment is terminated by death, Executive’s estate or
      designated beneficiaries shall be entitled to receive:




(a) any
      accrued but unpaid salary;




(b) a
      cash
      lump sum payment in respect of accrued but unused vacation days pursuant to
      the
      terms of this Agreement;




(c)       
      life insurance benefits pursuant to any life insurance policy purchased by
      the
      Company on the Executive;




(d)       
      a cash lump sum payment equal to his then-current Base Salary under Section
      5.1
      hereof payable within ten (10) days of Executive’s termination;




(e)       
      acceleration of the vesting of one hundred percent (100%) of the unvested
      portion of all of Executive’s stock options or other stock-based awards,
      together with the right to exercise such stock options or awards for a period
      equal to the remaining term for exercising such options or awards under the
      applicable agreement and/or plan; and;




(f)       
      reimbursement for all expenses incurred by Executive pursuant to Section 3
      hereof.




7.3 Termination
      for Permanent Disability . 
      If Executive’s employment is terminated by the Company for Permanent Disability,
      Executive shall be entitled to receive:




(a)       
      his then current Base Salary under Section 5.1 hereof, payable at such times
      as
      his Base Salary would have been paid if his employment had not been terminated
      for a period of six (6) months, minus any amounts payable under any short-term
      disability insurance policy provided by the Company.




5




(b)       
      continuation of the insurance provided by the Company pursuant to Section 5.4
      for 12 months;




(c) a
      cash
      lump sum payment equal to his then-current Base Salary under Section 5.1 hereof
      payable within ten (10) days of Executive’s termination;




(d)       
      acceleration of the vesting of one hundred percent (100%) of the unvested
      portion of all of Executive’s stock options or other stock-based awards,
      together with the right to exercise such stock options or awards for a period
      equal to the remaining term for exercising such options or awards under the
      applicable agreement and/or plan; and




(e)       
      reimbursement for all expenses incurred by Executive pursuant to Section 3
      prior
      to his termination.




7.4 Termination
      by the Company without Cause prior to a Change of Control . 
      If Executive’s employment is terminated by the Company without Cause (as defined
      in Section 7.8(a)) prior to a Change of Control , Executive shall be entitled
      to
      receive:




(a) accrued
      but unpaid Base Salary to the date of such termination;




(b) a
      cash
      lump sum payment in respect of accrued but unused vacation days pursuant to
      the
      terms of this Agreement;




(c) a
      cash
      lump sum payment equal to his then-current Base Salary under Section 5.1 hereof
      payable within ten (10) days of Executive’s termination;




(d)       
      acceleration of the vesting of one hundred percent (100%) of the unvested
      portion of Executive’s stock options or other stock-based awards, together with
      the right to exercise such stock options or awards for a period equal to the
      remaining term for exercising such options or awards under the applicable
      agreement and/or plan;




(e)       
      continuation of the insurance provided by the Company pursuant to Section 5.4
      for 12 months; and




(f)       
      reimbursement for all expenses incurred by Executive pursuant to Section 3
      prior
      to his termination.




7.5 Termination
      by the Company without Cause Upon a Change of Control or by Executive for Good
      Reason at Any Time . 
      If Executive’s employment is terminated by the Company without Cause (as defined
      in Section 7.8(a)) upon a Change of Control (as defined in Section 7.8 (c))
      or
      by Executive for Good Reason (as defined in Section 7.8(e)) at any time,
      Executive shall be entitled to receive:




6




(a) accrued
      but unpaid Base Salary to the date of such termination;




(b)       
      a cash lump sum payment in respect of accrued but unused vacation days;




(c) a
      cash
      lump sum payment of up two (2) times his then-current Base Salary under Section
      5.1 hereof based on the greater of the closing price of the Company’s common
      stock on the date of the Change of Control or the date of termination pursuant
      to this Section 7.5. The Executive shall receive the multiple of his Base Salary
      as set forth below based on such closing common stock price. This amount shall
      be paid within ten (10) days of Executive’s date of termination




**Multiple
                of Base Salary**
            **Closing
                Stock Price at Date of**
              **Change
                of Control or Date of**
              **Termination**1.00
                times Base Salary
            $3.50
                or lower1.25
                times Base Salary
            $4.001.50
                times Base Salary
            $4.501.75
                times Base Salary
            $5.002.00
                times Base Salary
            $5.50




(d)       
      acceleration of the vesting of one hundred percent (100%) of the unvested
      portion of Executive’s stock options or other stock-based awards, together with
      the right to exercise such stock options or awards for a period equal to the
      remaining term for exercising such options or awards under the applicable
      agreement and/or plan;




(e)       
      continuation of the insurance provided by the Company pursuant to Section 5.4
      for the longer of 12 months; and




(f)       
      reimbursement for all expenses incurred by Executive pursuant to Section 3
      prior
      to his termination.




7.6 Termination
      by the Company for Cause or by Executive without Good Reason upon a Change
      of
      Control . 
      If Executive’s employment is terminated by the Company for Cause or by Executive
      without Good Reason upon a Change of Control (other than as a result of
      Executive’s Permanent Disability or Death), the Company shall not have any other
      or further obligations to Executive under this Agreement, except




(a) as
      may be
      provided in accordance with the terms of retirement and other benefit plans
      pursuant to Sections 5.5 and 5.6 hereof;




(b) as
      to
      that portion of any unpaid Base Salary and other benefits accrued and earned
      under this Agreement through the date of such termination;




7




(c) all
      stock
      option grants that have vested as of the Executive’s date of termination
      pursuant to this Section 7.6 for the remainder of the term of such option
      grants;




(d) as
      to
      benefits, if any, provided by any insurance policies in accordance with their
      terms; and




(e) reimbursement
      for all expenses incurred by Executive pursuant to Section 3 prior to his
      termination).




In
      addition, if Executive’s employment is terminated by the Company for Cause at
      any time during the Term, Executive shall immediately forfeit any and all
      unvested stock rights, stock options and other such unvested incentives or
      awards previously granted to him by the Company and any and all Bonuses earned
      but not paid pursuant to Section 5.2.  The foregoing sentence shall
      be in
      addition to, and not in lieu of, any and all other rights and remedies which
      may
      be available to the Company under the circumstances, whether at law or in
      equity.




7.7 Termination
      Upon Cessation of Business . 
      The Company shall have the right to immediately terminate Executive’s employment
      under this Agreement upon a Cessation of Business (as defined in Section
      7.8(b)).  Upon termination in connection with a Cessation of Business,
      the
      Company shall pay to Executive any accrued but unpaid Base Salary until the
      date
      of Cessation of Business. The Company may make such payments in accordance
      with
      its regular payroll schedule or in a single lump sum payment in its sole
      discretion.




7.8 Definitions . 
      As used herein:




(a)       
      “ **Cause** ”
      shall
      mean:




(1)       
      active participation by Executive in fraudulent conduct against the Company,
      conviction of or a plea of guilty or *nolo
      contendere* with
      respect to a felony involving theft or moral turpitude, an act or series of
      deliberate acts which were not taken in good faith by Executive and which,
      in
      the reasonable judgment of the Board, results or will likely result in material
      injury to the business, operations or business reputation of the Company, or
      an
      act or series of acts constituting willful malfeasance or gross misconduct;




(2)       
      a substantial and continual refusal by Executive in breach of this Agreement
      to
      perform the duties, responsibilities or obligations assigned to Executive
      pursuant to the terms hereof, which breach has not been cured (if it is of
      a
      nature that can be cured) to the Board’s reasonable satisfaction within ten (10)
      days after the Company gives written notice thereof to Executive;
      or




(3)       
      excessive absenteeism by Executive; provided that absenteeism (i) related to
      illness or otherwise covered by Section 6 hereof, (ii) required to be permitted
      under applicable federal or state laws, or (iii) permitted under Company policy,
      shall not be deemed to be excessive.




8








Executive shall be permitted to respond and defend himself before the Board
      within thirty (30) days after delivery to Executive of written notification
      of
      any proposed termination for Cause which specifies in detail the reasons for
      such termination.  If the majority of the members of the Board (excluding
      Executive) do not confirm that the Company had grounds for a “Cause”
      termination, Executive shall have the option to treat his employment as not
      having terminated or as having been terminated pursuant to a termination without
      Cause.




(b)       
      “ **Cessation
      of Business** ”
      shall
      mean the Company’s ceasing to operate in the ordinary course of business,
      whether by dissolution, liquidation, in connection with a good faith
      determination by the Board that the continuing operation of the business in
      its
      ordinary course is reasonably likely to render the Company unable to meet its
      liabilities as they mature.




(c)       
      A “ **Change
      in Control** ”
      shall
      occur if:




(1)       
      there shall be consummated any consolidation or merger of the Company in which
      the Company is not the continuing or surviving corporation;




(2)       
      any Person (as defined in Section 2(a)(2) of the Securities Act of 1933, as
      amended) other than the Company, is or becomes the beneficial owner, directly
      or
      indirectly (including by holding securities which are exercisable for or
      convertible into shares of capital stock of the Company) of forty percent (40%)
      or more of the combined voting power of the then outstanding shares of capital
      stock of the Company entitled to vote generally in the election of directors;




(3)       
      the Company sells, leases, exchanges or otherwise transfers all or substantially
      all of its property and assets (in a transaction or series of transactions
      contemplated or arranged by any party as a single plan);




(4)       
      Continuing Directors cease to constitute at least a majority of the Board;
      or




(5)       
      a majority of the Outside Directors determine that a Change in Control has
      occurred.




(d)       
      “ **Continuing
      Directors** ”
      shall
      mean the members of the Board in office on July 16, 2004, and any successor
      to
      any such director whose nomination or selection was approved by a majority
      of
      the directors in office at the time of the director’s nomination or selection.






(e)        “ **Good
      Reason** ”
      means a
      termination of Executive’s employment by Executive within ninety (90) days
      following:




9




(1)       
      a reduction in Executive’s Base Salary or incentive compensation or equity
      participation opportunity;




(2)       
      a material reduction in Executive’s position(s), duties and responsibilities or
      reporting lines from those described in Section 2 hereof;




(3)       
      a change in the location of the Company’s headquarters or of the office of
      Executive from the Raleigh-Durham metropolitan area;




(4)       
      a material breach of this Agreement by the Company if such breach is not cured
      within 15 days of written notice thereof by Executive to the Company; or




(5)       
      any failure by the Company to obtain from any successor to the Company an
      agreement reasonably satisfactory to Executive to assume and perform this
      Agreement, as contemplated by Section 11.3 hereof.




Notwithstanding the foregoing, a termination shall not be treated as a
      termination for Good Reason (A) if Executive shall have consented in writing
      to
      the occurrence of the event giving rise to the claim of termination for Good
      Reason, or (B) unless Executive shall have delivered a written notice to the
      Board within thirty (30) days of his having actual knowledge of the occurrence
      of one of such events stating that he intends to terminate his employment for
      Good Reason and specifying the factual basis for such termination, and such
      event, if capable of being cured, shall not have been cured within ten (10)
      days
      of the receipt of such notice.




(f)        
      “ **Outside
      Director** ”
      means a
      member of the Board who is not, and who during the past six months was not,
      an
      employee of officer of the Company.




(g)       
      “ **Termination
      Upon a Change in Control** ”
      means:




(1)       
      a termination by Executive for Good Reason within one year following a Change
      in
      Control;




(2)       
      declination by Executive of an offer of employment from the Company or the
      Company’s successor, for Good Reason at or in anticipation of a Change in
      Control, if Executive would not have been permitted to retain Executive’s
      existing position; or




(3)       
      termination of Executive’s employment by the Company or the Company’s successor
      within one year following a Change in Control other than a termination for
      Cause
      or a termination resulting from Executive’s death or Permanent
      Disability.




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7.9 Mitigation
      of Damages . 
      Executive is not required to mitigate the amount of any payments to be made
      by
      the Company pursuant to this Agreement following his termination by seeking
      other employment or otherwise.  In addition, the amount of any
      post-termination payments provided for in this Agreement shall, except as
      otherwise expressly provided herein, not be reduced by any remuneration earned
      by Executive during the period following the termination of his employment
      as a
      result of employment by another employer or otherwise after the date of
      termination of his employment with the Company.




8.        
      Covenants and Confidential Information.




8.1 Restrictive
      Covenants . 
      Executive acknowledges the Company’s reliance on and expectation of Executive’s
      continued commitment to performance of his duties and responsibilities during
      the term.  In light of such reliance and expectation on the part of
      the
      Company, during the applicable period hereafter specified in Section 8.2,
      Executive shall not




(a) directly
      or indirectly, do or suffer any of the following;




(1)       
      own, manage, control or participate in the ownership, management or control
      of,
      or be employed or engaged by or otherwise affiliated or associated as a
      consultant, independent contractor or otherwise with, any other corporation,
      partnership, proprietorship, firm, association or other business entity engaged
      in the business of, or otherwise engage in the business of, information
      processing of multimedia over mobile and wireless networks  within the
      United States in competition with the Company; provided, however, that the
      beneficial and/or record ownership of not more than 4.9% of any class of
      publicly traded securities of any entity shall not be deemed a violation of
      this
      covenant;




(2)       
      solicit any business or contracts from any customers of the Company or its
      affiliates, any past customers of the Company or its affiliates, or any
      prospective customers of the Company or its affiliates (i.e., potential
      customers from which the Company or its affiliates has solicited business at
      any
      time during the one year period preceding the expiration or termination of
      the
      Term), except as necessitated by Executive’s position with the Company and then
      only in furtherance of the business interests of the Company or its affiliates;




(3)       
      induce or attempt to induce any such customer to alter its business relationship
      with the Company or its affiliates except as necessitated by Executive’s
      position with the Company and then only in furtherance of the business interests
      of the Company or its affiliates;




(4)       
      solicit or induce or attempt to solicit or induce any employee of the Company
      or
      its affiliates to leave the employ of the Company or any of its affiliates
      for
      any reason whatsoever or hire any employee or any person who was an employee
      of
      the Company or its affiliates within the twelve (12) month period prior to
      such
      hiring; or




11






(b)       
      disclose, divulge, discuss, copy or otherwise use or suffer to be used in any
      manner, other than in accordance with Executive’s duties hereunder, any
      confidential or proprietary information relating to the Company’s business,
      prospects, finances, operations or properties or other trade secrets of the
      Company, it being acknowledged by Executive that all such information regarding
      the business of the Company compiled or obtained by, or furnished to, Executive
      while Executive shall have been employed by or associated with the Company
      is
      confidential and/or proprietary information and the Company’s exclusive
      property; provided, however, that the foregoing restrictions shall not apply
      to
      the extent that such information: (A) is clearly obtainable in the public
      domain; (B) becomes obtainable in the public domain, except by reason of the
      breach by Executive of the terms hereof or by another person barred by a similar
      duty of confidentiality; or (C) is required to be disclosed by rule of law
      or by
      order of a court or governmental body or agency.




8.2 Applicable
      Periods . 
      The applicable periods shall be:




(a)       
      so long as Executive is an employee of the Company;




(b)       
      as to Section 8.1(b), at any time after Executive is no longer an employee
      of
      the Company; and




(c)       
      for a period of 6 months after termination of employment.




8.3 Injunctive
      Relief . 
      Executive agrees and understands that the remedy at law for any breach by him
      of
      this Section 8 will be inadequate and that the damages flowing from such breach
      are not readily susceptible to being measured in monetary terms. 
      Accordingly, it is acknowledged that the Company shall be entitled to immediate
      injunctive relief and may obtain a temporary order restraining any threatened
      or
      further breach.  Nothing in this Section 8 shall be deemed to limit
      the
      Company’s remedies at law or in equity for any breach by Executive of any of the
      provisions of this Section 8 which may be pursued or availed of by the
      Company.




8.4 Acknowledgment
      by Executive . 
      Executive has carefully considered the nature and extent of the restrictions
      upon him and the rights and remedies conferred upon the Company under this
      Section 8, and hereby acknowledges and agrees that the same are reasonable
      in
      time and territory, are designed to eliminate competition which otherwise would
      be unfair to the Company, do not stifle the inherent skill and experience of
      Executive, would not operate as a bar to Executive’s sole means of support, are
      fully required to protect the legitimate interests of the Company, and do not
      confer a benefit upon the Company disproportionate to the detriment of
      Executive.




8.5 Survival . 
      Executive acknowledges that Executive’s obligations under this Section 8 shall
      survive in accordance with Section 8.2 hereof regardless of whether Executive’s
      employment by the Company is terminated, voluntarily or involuntarily, by the
      Company or Executive, with Cause or without Cause, or the Executive with or
      without Good Reason.




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9. Proprietary
      Rights .




9.1       At all times during the
      Term, all right,
      title and interest in all copyrightable material which Executive shall conceive
      or originate, either individually or jointly with others, and which arise out
      of
      the performance of this Agreement, will be the property of the Company and
      are
      by this Agreement assigned to the Company along with ownership of any and all
      copyrights in the copyrightable material.  At all times during the Term,
      Executive agrees to execute all papers and perform all other acts necessary
      to
      assist the Company to obtain and register copyrights on such materials in any
      and all countries, and the Company agrees to pay expenses associated with such
      copyright registration.  Works of authorship created by Executive for
      the
      Company in performing his responsibilities under this Agreement shall be
      considered “works made for hire” as defined in the U.S. Copyright Act.  In
      addition, Executive hereby assignees to the Company all proprietary rights,
      including but not limited to, all patents, copyrights, trade secrets and
      trademarks Executive might otherwise have, by operation of law or otherwise,
      in
      all inventions, discoveries, works, ideas, information, knowledge and data
      related to Executive’s access to confidential information of the Company during
      the Term.




9.2       All know-how and trade
      secret
      information conceived or originated by Executive which arises out of the
      performance of his obligations or responsibilities under this Agreement during
      the Term shall be the property of the Company, and all rights therein are by
      this Agreement assigned to the Company.




9.3       If, during the term, Executive
      is
      engaged in or associated with the planning or implementing of any project,
      program or venture involving the Company and a third party or parties, all
      rights in such project, program or venture shall belong to the Company. 
      Except as formally approved by the Board, Executive shall not be entitled to
      any
      interest in such project, program or venture or to any commission, finder’s fee
      or other compensation in connection therewith other than the compensation to
      be
      paid to Executive as provided in this Agreement.




9.4       Upon termination of the
      Term, Executive
      shall deliver promptly to the Company all records, manuals, books, documents,
      letters, memoranda, notes, notebooks, reports, data, tables, calculations,
      customer and prospective customer lists, and copies of all of the foregoing,
      which are the property of the Company, and all other property, trade secrets
      and
      confidential information of the Company, including, but not limited to, all
      documents which in whole or in part contain any trade secrets or confidential
      information of the Company, which in any of these cases are in his possession
      or
      under his control.




9.5       The obligations of Executive
      under this
      Section 9 shall survive the termination or expiration of the Term.




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10. Indemnification . 
      During the Term, the Company shall indemnify Executive and hold Executive
      harmless from and against any claim, loss or cause of action arising from or
      out
      of Executive’s performance as an officer, director or employee of the Company or
      any of its subsidiaries or in any other capacity, including any fiduciary
      capacity, in which Executive serves at the request of the Company to the maximum
      extent permitted by applicable law.  If any claim is asserted hereunder
      with respect to which Executive reasonably believes in good faith he is entitled
      to indemnification, the Company shall pay Executive’s legal expenses (or cause
      such expenses to be paid), on a monthly basis, provided that Executive shall
      reimburse the Company for such amounts if Executive shall be found by a court
      of
      competent jurisdiction not to have been entitled to indemnification. 
      In
      addition, the Company agrees to provide Executive with coverage under a
      directors and officers liability insurance policy.




11. Miscellaneous .




11.1 Representation
      and Warranty by Executive . 
      Executive represents and warrants that he is not a party to any agreement,
      contract or understanding, whether employment or otherwise, which would restrict
      or prohibit him from undertaking or performing employment in accordance with
      the
      terms and conditions of this Agreement.




11.2 Severability . 
      The provisions of this Agreement are severable and if any one or more provisions
      may be determined to be illegal or otherwise unenforceable, in whole or in
      part,
      the remaining provisions and any partially unenforceable provision, to the
      extent enforceable in any jurisdiction, nevertheless shall be binding and
      enforceable.




11.3 Assignment . 
      This Agreement shall be binding upon and inure to the benefit of the heirs
      and
      representatives of Executive and the assigns and successors of the Company,
      but
      neither this Agreement nor any rights or obligations hereunder shall be
      assignable or otherwise subject to hypothecation by Executive (except by will
      or
      by operation of the laws of intestate succession) or by the Company, except
      that
      the Company may assign this Agreement to any successor (whether by merger,
      purchase or otherwise) to all or substantially all of the stock, assets or
      business of the Company, and the Company shall require such successor to
      expressly agree to assume the obligations of the Company hereunder.




11.4 Dispute
      Resolution . 
      Any controversy or claim arising out of or relating to this Agreement, or the
      breach thereof, shall be settled by mediation, and if not settled within 14
      days
      of the submission to meditation, by arbitration in accordance with the
      Arbitration Rules of the American Arbitration Association, and the arbitration
      shall be held in the Raleigh, North Carolina area.  The arbitrator shall
      be
      acceptable to both the Company and Executive.  If the parties cannot
      agree
      on an acceptable arbitrator, the dispute shall be heard by a panel of three
      (3)
      arbitrators, one appointed by each of the parties and the third appointed by
      the
      other two arbitrators.  Judgment upon the award




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rendered
      by the arbitrator or arbitrators may be entered in any court having jurisdiction
      thereof.  The arbitrator or arbitrators shall be deemed to possess the
      power to issue mandatory orders and restraining orders in connection with such
      arbitration; provided, however, that nothing in this Section 11.4 shall be
      construed so as to deny the Company the right and power to seek and obtain
      injunctive relief in a court of equity for any breach or threatened breach
      by
      Executive of his covenants contained in Section 8 hereof.  All costs
      and
      expenses of arbitration shall be paid one-half by the Company and one-half
      by
      Executive.


11.5 Notices . 
      All notices and other communications required or permitted under this Agreement
      shall be in writing, and shall be deemed properly given if delivered personally,
      mailed by registered or certified mail in the United States mail, postage
      prepaid, return receipt requested, send by facsimile or sent by Express Mail,
      Federal Express or other nationally recognized express delivery service, as
      follows:




If
                to Summus:
            If
                to Executive:434
                Fayetteville Street
            112
                Silo DriveSuite
                600
            Chapel
                Hill, NC 27514Raleigh,
                North Carolina 2760Attn:
                Chief Executive Officer




Notice given by hand, certified or registered mail, or by Express Mail, Federal
      Express or other such express delivery service, shall be effective upon
      receipt.  Notice given by facsimile transmission shall be effective
      upon
      actual receipt if received during the recipient’s normal business hours, or at
      the beginning of the recipient’s next business day after receipt if not received
      during the recipient’s normal business hours.  All notices by facsimile
      transmission shall be confirmed promptly after transmission in writing by
      certified mail or personal delivery.




Any party may change any address to which notice is to be given to it by giving
      notice as provided above of such change of address.




11.6 Amendment . 
      This Agreement may only be amended by written agreement of the parties
      hereto.




11.7 Beneficiaries;
      References . 
      Executive shall be entitled to select (and change, to the extent permitted
      under
      applicable law) a beneficiary or beneficiaries to receive any compensation
      or
      benefit payable hereunder following Executive’s death, and may change such
      election, in either case by giving the Company written notice thereof. 
      In
      the event of Executive’s death or a judicial determination of his incompetence,
      reference in this Agreement to Executive shall be deemed, where appropriate,
      to
      refer to his beneficiary, estate or other legal representative.  Any
      reference to the masculine gender in this Agreement shall include, where
      appropriate, the feminine.




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11.8 Survivorship . 
      The respective rights and obligations of the parties hereunder shall survive
      any
      termination of this Agreement to the extent necessary to the intended
      preservation of such rights and obligations.  The provisions of this
      Section are in addition to the survivorship provisions of any other section
      of
      this Agreement.




11.9 Governing
      law . 
      This Agreement shall be construed, interpreted and governed in accordance with
      the laws of the State of North Carolina without reference to rules relating
      to
      conflicts of law.  For purposes of jurisdiction and venue, the Company
      hereby consents to jurisdiction and venue in any suit, action or proceeding
      with
      respect to this Agreement in any court of competent jurisdiction in the state
      in
      which Executive resides at the commencement of such suit, action or proceeding
      and waives any objection, challenge or dispute as to such jurisdiction or venue
      being proper.




11.10 Effect
      of Prior Agreements . 
      This Agreement contains the entire understanding between the parties hereto
      with
      respect to the subject matter hereof, and supersedes in all respects any prior
      or other agreement or understanding between the Company or any affiliate of
      the
      Company and Executive with respect to the subject matter hereof.




11.11 Withholding . 
      The Company shall be entitled, to the extent permitted or required by law,
      to
      withhold from any payment of any kind due Executive under this Agreement to
      satisfy the tax withholding obligations of the Company under applicable
      law.




11.12 Counterparts . 
      This Agreement may be executed in two counterparts, each of which shall be
      deemed an original.






**IN
      WITNESS WHEREOF,** the
      parties hereto, having duly been authorized, have executed this Agreement as
      of
      June 29, 2005.




SUMMUS,
                INC. (USA).
            ANDREW
                L. FOXBy: /s/ Gary E.
                Ban
            /s/ Andrew L. FoxName:   
                Gary E. BanTitle: 
                Chief Executive Officer















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