EXHIBIT 4.6





         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE  "ACT").  THE
         SECURITIES  MAY NOT BE SOLD,  TRANSFERRED OR ASSIGNED IN THE ABSENCE OF
         AN EFFECTIVE  REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT,
         OR AN OPINION OF COUNSEL IN FORM,  SUBSTANCE  AND SCOPE  CUSTOMARY  FOR
         OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS THAT REGISTRATION IS NOT
         REQUIRED  UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
         ACT.


                                                                 Right to
                                                                 Purchase
                                                                 -------
                                                                 Shares of
                                                                 Common Stock,
                                                                 par value $.001
                                                                 per share


                      STOCK PURCHASE WARRANT (C-2 WARRANT)

         THIS  CERTIFIES  THAT,  for  value  received,   ________________   (the
"Holder") or its registered assigns, is entitled to purchase from Summus,  Inc.,
a Delaware corporation (the "Company"),  at any time or from time to time during
the period specified in Section 2 hereof,  ___________________________  (______)
fully paid and  nonassessable  shares of the Company's  common stock,  par value
$.001 per share (the "Common  Stock"),  at an exercise  price per share equal to
$3.54 (the "Exercise Price"). The term "Warrant Shares," as used herein,  refers
to the shares of Common Stock purchasable hereunder.  The Warrant Shares and the
Exercise  Price are subject to adjustment  as provided in Section 4 hereof.  The
term  "Warrants"  means this Warrant and the other warrants issued to the Holder
and its affiliates pursuant to that certain Securities Purchase Agreement, dated
November  18,  2005,  by and  among the  Company  and the  Buyers  listed on the
execution page thereof (the "Purchase Agreement").

         This  Warrant  is  subject  to the  following  terms,  provisions,  and
conditions:

        1.   MANNER OF EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES.

            (a) Subject to the provisions hereof,  this Warrant may be exercised
by the Holder,  in whole or in part, by the surrender of this Warrant,  together
with a completed  exercise  agreement in the form attached hereto (the "Exercise
Agreement"),  to the Company during




<PAGE>

normal business hours on any business day at the Company's  principal  executive
offices (or such other  office or agency of the Company as it may  designate  by
notice to the Holder), and upon (i) payment to the Company in cash, by certified
or official bank check or by wire transfer for the account of the Company of the
Exercise  Price for the Warrant  Shares  specified in the Exercise  Agreement or
(ii) on or after the one (1) year  anniversary  of the date of  issuance of this
Warrant (the "Issue Date"), if the resale of the Warrant Shares by the Holder is
not then registered  pursuant to an effective  registration  statement under the
Securities Act of 1933, as amended,  delivery to the Company of a written notice
of an  election  to effect a "Cashless  Exercise"  (as defined in Section  10(c)
below) for the Warrant Shares specified in the Exercise  Agreement.  The Warrant
Shares so purchased  shall be deemed to be issued to the Holder or such holder's
designee, as the record owner of such shares, as of the close of business on the
date on which this Warrant shall have been surrendered,  the completed  Exercise
Agreement shall have been  delivered,  and payment shall have been made for such
shares (or an election to effect a Cashless Exercise has been made) as set forth
above. In the event of any exercise of the rights represented by this Warrant in
accordance  with and  subject  to the terms and  conditions  hereof,  either (i)
certificates for the Warrant Shares shall be dated the date of such exercise and
delivered to the Holder hereof within a reasonable  time,  not exceeding two (2)
trading days after such exercise or, (ii) if the Company's  transfer  agent is a
participant in the Deposit  Withdrawal  Agent Commission  ("DWAC")  system,  the
Warrant  Shares shall be issued and  delivered to the  Depository  Trust Company
account on the Holder's behalf via the DWAC system within a reasonable time, not
exceeding  two (2)  trading  days  after  such  exercise  (the date of  delivery
pursuant to (i) or (ii) above being  referred  to herein as the  "Warrant  Share
Delivery Date") and the Holder hereof shall be deemed for all purposes to be the
holder of the Warrant Shares so purchased as of the date of such  exercise.  The
certificates so delivered shall be in such  denominations as may be requested by
the Holder and shall be registered in the name of the Holder.  In the event that
this Warrant shall have been exercised only in part,  then,  unless this Warrant
has expired,  the Company shall, at its expense, at the time of delivery of such
certificates,  deliver to the holder a new  Warrant  representing  the number of
shares with respect to which this Warrant shall not then have been exercised.

            (b) In addition to any other rights available to the Holder,  if the
Company  fails  to  deliver  to  the  Holder  a  certificate   or   certificates
representing  the Warrant  Shares  pursuant to an exercise by the Warrant  Share
Delivery  Date,  and if after such day the Holder is  required  by its broker to
purchase (in an open market  transaction or otherwise) shares of Common Stock to
deliver in  satisfaction of a sale by the Holder of the Warrant Shares which the
Holder anticipated  receiving upon such exercise (a "Buy-In"),  then the Company
shall (1) pay in cash to the Holder the amount by which (x) the  Holder's  total
purchase  price  (including  brokerage  commissions,  if any) for the  shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the
number of Warrant  Shares that the Company was required to deliver to the Holder
in  connection  with the exercise at issue times (B) the price at which the sell
order  giving rise to such  purchase  obligation  was  executed,  and (2) at the
option of the Holder, either reinstate the portion of the Warrant and equivalent
number of Warrant  Shares for which such  exercise was not honored or deliver to
the Holder the number of shares of Common  Stock that would have been issued had
the  Company  timely  complied  with  its  exercise  and  delivery   obligations
hereunder.  For  example,  if the Holder  purchases  Common Stock having a total
purchase  price of  $11,000  to  cover a Buy-In  with  respect  to an  attempted
exercise of shares of Common Stock with an  aggregate  sale price giving rise to
such  purchase  obligation  of  $10,000,  under  clause  (1)



                                       2
<PAGE>

of the immediately  preceding  sentence the Company shall be required to pay the
Holder $1,000.  The Holder shall provide the Company  written notice  indicating
the  amounts  payable  to the Holder in respect  of the  Buy-In,  together  with
applicable confirmations and other evidence reasonably requested by the Company.
Nothing  herein  shall  limit a  Holder's  right to pursue  any  other  remedies
available to it hereunder, at law or in equity including,  without limitation, a
decree of specific  performance  and/or  injunctive  relief with  respect to the
Company's failure to timely deliver  certificates  representing shares of Common
Stock upon exercise of the Warrant as required  pursuant to the terms hereof. In
addition to all other  available  remedies  at law or in equity,  if the Company
fails to deliver  certificates  for the Warrant Shares within three (3) business
days after this Warrant is  exercised,  then the Company shall pay to the holder
in cash a penalty (the "Delivery  Payment") equal to 2% of the number of Warrant
Shares  that the  holder is  entitled  to  multiplied  by the  Market  Price (as
hereinafter defined) for each day that the Company fails to deliver certificates
for the  Warrant  Shares.  For  example,  if the holder is  entitled  to 100,000
Warrant Shares and the Market Price is $2.00,  then the Company shall pay to the
holder  $4,000 for each day that the Company fails to deliver  certificates  for
the Warrant  Shares.  The  Delivery  Payment  shall be paid to the holder by the
fifth day of the month following the month in which it has accrued.

            (c) Notwithstanding  anything in this Warrant to the contrary, in no
event  shall the Holder of this  Warrant  be  entitled  to  exercise a number of
Warrants (or portions  thereof) in excess of the number of Warrants (or portions
thereof)  upon  exercise  of which the sum of (i) the number of shares of Common
Stock  beneficially owned by the Holder and its affiliates (other than shares of
Common Stock  which,  but for this  proviso,  may be deemed  beneficially  owned
through  the  ownership  of the  unexercised  Warrants  and the  unexercised  or
unconverted  portion  of any  other  securities  of  the  Company  subject  to a
limitation  on  conversion  or exercise  analogous to the  limitation  contained
herein) and (ii) the number of shares of Common Stock  issuable upon exercise of
the  Warrants  (or portions  thereof)  with  respect to which the  determination
described  herein is being made,  would  result in  beneficial  ownership by the
Holder and its affiliates of more than 9.9% of the outstanding  shares of Common
Stock,  provided,  however,  that upon the Holder of this Warrant  providing the
Company with  sixty-one  (61) days notice (the "Waiver  Notice") that the Holder
would like to waive this Section 1(c) with regard to any or all shares of Common
Stock  issuable upon  exercise of this Warrant,  this Section 1(c) will be of no
force or effect with regard to all or a portion of the Warrant referenced in the
Waiver Notice;  provided,  further,  that this provision  shall be of no further
force or effect  during  the  sixty-one  (61)  days  immediately  preceding  the
expiration  of the  term  of  this  Warrant.  For  purposes  of the  immediately
preceding sentence,  beneficial ownership shall be determined in accordance with
Section  13(d)  of  the  Securities  Exchange  Act  of  1934,  as  amended,  and
Regulations 13D-G thereunder, except as otherwise provided in clause (i) hereof.
Notwithstanding  anything in this Warrant to the contrary,  the  restrictions on
exercise of this Warrant set forth in this section shall not be amended  without
(i) the written  consent of the Holder and the Company and (ii) the  approval of
the holders of a majority of the Common Stock present,  or represented by proxy,
and voting at any meeting called to vote on the amendment of such restriction.

        2. PERIOD OF EXERCISE.  This Warrant is  exercisable at any time or from
time to time on or after the Issue  Date and  before  5:00  p.m.,  New York City
time,  on  ___________  __,  ____ [5 years  from Issue  Date,  which will be the
earlier  to occur of (i) the  actual  date of  issuance  and



                                       3
<PAGE>

(ii) the 150th day following the effective date of the registration  statement];
provided  that such period shall be extended in the event that the Holder is not
permitted to sell the Warrant Shares pursuant to the  registration  statement to
be filed  pursuant to the  Registration  Right  Agreement (as defined in Section
7(a) below) or otherwise without  restriction as to the number of Warrant Shares
acquired as of a  particular  date that can be sold,  in which case the exercise
period  will be  extended  until the Holder is able to sell the  Warrant  Shares
either pursuant to the  registration  statement or otherwise as specified above,
plus an additional period of ten (10) Trading Days (the "Exercise Period"),  and
provided further that on the last day of the Exercise Period, if the Holder pays
an extension  fee of $____ per share (the  "Extension  Fee"),  to the Company in
cash, by certified or official bank check or by wire transfer for the account of
the Company (which Extension Fee is non-refundable), the "Exercise Period" shall
be extended for a period of two (2) years with respect to that number of Warrant
Shares determined by dividing (i) the aggregate amount of the Extension Fee paid
by (ii) $____; provided,  further, that if the Exercise Period has been extended
pursuant to the terms of this Section 2 upon payment of the Extension Fee to the
Company, the Exercise Price per share shall thereafter equal $0.01; and

        3.   CERTAIN AGREEMENTS OF THE COMPANY. The Company hereby covenants and
agrees as follows:

            (a) SHARES TO BE FULLY PAID. All Warrant Shares will,  upon issuance
in accordance with the terms of this Warrant, be validly issued, fully paid, and
nonassessable  and free from all taxes,  liens,  and charges with respect to the
issue thereof.

            (b) RESERVATION OF SHARES.  During the Exercise Period,  the Company
shall at all times have  authorized,  and  reserved  for the purpose of issuance
upon exercise of this Warrant,  a sufficient number of shares of Common Stock to
provide for the exercise of this Warrant,  in accordance with Section 4.7 of the
Purchase Agreement.

            (c) LISTING.  The Company shall  promptly  secure the listing of the
shares of Common Stock  issuable upon exercise of the Warrant upon each national
securities exchange or automated 9quotation system, if any, upon which shares of
Common  Stock are then  listed  (subject to  official  notice of  issuance  upon
exercise of this  Warrant)  and shall  maintain,  so long as any other shares of
Common Stock shall be so listed, such listing of all shares of Common Stock from
time to time issuable  upon the exercise of this Warrant;  and the Company shall
so list on each national  securities  exchange or automated quotation system, as
the case may be, and shall maintain such listing of, any other shares of capital
stock of the Company  issuable  upon the exercise of this Warrant if and so long
as any  shares of the same  class  shall be listed on such  national  securities
exchange or automated quotation system.

            (d) CERTAIN ACTIONS  PROHIBITED.  The Company will not, by amendment
of its charter or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the  observance or  performance of any of the terms to be
observed  or  performed  by it  hereunder,  but will at all times in good  faith
assist in the  carrying  out of all the  provisions  of this  Warrant and in the
taking of all such action as may  reasonably  be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant
against dilution or other  impairment,  consistent with the tenor and purpose of
this Warrant.  Without limiting the generality of the foregoing, the



                                       4
<PAGE>

Company  (i) will not  increase  the par value of any  shares  of  Common  Stock
receivable  upon the exercise of this Warrant  above the Exercise  Price then in
effect,  and (ii) will take all such actions as may be necessary or  appropriate
in  order  that the  Company  may  validly  and  legally  issue  fully  paid and
nonassessable shares of Common Stock upon the exercise of this Warrant.

            (e)  SUCCESSORS  AND ASSIGNS.  This Warrant will be binding upon any
entity succeeding to the Company by merger, consolidation, or acquisition of all
or substantially all the Company's assets.

        4.  ANTIDILUTION  PROVISIONS.  During the Exercise Period,  the Exercise
Price and the number of Warrant Shares shall be subject to adjustment  from time
to time as provided in this Section 4. In the event that any  adjustment  of the
Exercise Price as required herein results in a fraction of a cent, such Exercise
Price shall be rounded up to the nearest cent.

            (a)  ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES UPON ISSUANCE
OF COMMON  STOCK.  Except as  otherwise  provided  in  Paragraphs  4(c) and 4(e)
hereof,  if and whenever on or after the date of issuance of this  Warrant,  the
Company issues or sells,  or in accordance  with Paragraph 4(b) hereof is deemed
to have issued or sold, any shares of Common Stock for no consideration or for a
consideration per share (before deduction of reasonable  expenses or commissions
or underwriting  discounts or allowances in connection  therewith) less than the
Exercise Price on the date of issuance (a "Dilutive Issuance"), then immediately
upon the  Dilutive  Issuance,  the  Exercise  Price  will be  reduced to a price
determined by multiplying the Exercise Price in effect  immediately prior to the
Dilutive  Issuance by a fraction,  (i) the numerator of which is an amount equal
to the sum of (x) the  number of shares of  Common  Stock  actually  outstanding
immediately  prior  to the  Dilutive  Issuance,  plus  (y) the  quotient  of the
aggregate  consideration,  calculated  as set forth in  Paragraph  4(b)  hereof,
received by the Company  upon such  Dilutive  Issuance  divided by the  Exercise
Price  in  effect  immediately  prior  to the  Dilutive  Issuance,  and (ii) the
denominator  of which is the total  number of  shares  of  Common  Stock  Deemed
Outstanding (as defined below) immediately after the Dilutive Issuance.

            (b) EFFECT ON  EXERCISE  PRICE OF CERTAIN  EVENTS.  For  purposes of
determining  the  adjusted  Exercise  Price under  Paragraph  4(a)  hereof,  the
following will be applicable:

                        (i) ISSUANCE OF RIGHTS OR OPTIONS. If the Company in any
            manner issues or grants any warrants,  rights or options, whether or
            not immediately exercisable,  to subscribe for or to purchase Common
            Stock or  other  securities  convertible  into or  exchangeable  for
            Common Stock ("Convertible  Securities") (such warrants,  rights and
            options to  purchase  Common  Stock or  Convertible  Securities  are
            hereinafter  referred to as  "Options")  and the price per share for
            which Common Stock is issuable  upon the exercise of such Options is
            less than the  Exercise  Price on the date of  issuance  or grant of
            such  Options,  then the  maximum  total  number of shares of Common
            Stock issuable upon the exercise of all such Options will, as of the
            date of the  issuance  or grant of such  Options,  be  deemed  to be
            outstanding and to have been issued and sold by the Company for such
            price per share. For purposes of the preceding sentence,  the "price
            per share for which  Common  Stock is issuable  upon the exercise of
            such Options" is  determined  by dividing (i) the total  amount,  if


                                       5
<PAGE>

            any,  received or receivable by the Company as consideration for the
            issuance or granting of all such Options, plus the minimum aggregate
            amount of additional  consideration,  if any, payable to the Company
            upon  the  exercise  of all  such  Options,  plus,  in the  case  of
            Convertible  Securities  issuable upon the exercise of such Options,
            the minimum  aggregate  amount of additional  consideration  payable
            upon the conversion or exchange thereof at the time such Convertible
            Securities  first become  convertible or  exchangeable,  by (ii) the
            maximum  total  number of shares of Common Stock  issuable  upon the
            exercise  of  all  such  Options   (assuming   full   conversion  of
            Convertible Securities, if applicable). No further adjustment to the
            Exercise Price will be made upon the actual  issuance of such Common
            Stock upon the  exercise of such Options or upon the  conversion  or
            exchange of  Convertible  Securities  issuable upon exercise of such
            Options.

                        (ii) ISSUANCE OF CONVERTIBLE SECURITIES.  If the Company
            in any manner issues or sells any Convertible Securities, whether or
            not immediately  convertible (other than where the same are issuable
            upon the  exercise  of  Options)  and the  price per share for which
            Common Stock is issuable  upon such  conversion  or exchange is less
            than the Exercise  Price on the date of  issuance,  then the maximum
            total number of shares of Common Stock  issuable upon the conversion
            or exchange of all such Convertible  Securities will, as of the date
            of the  issuance  of such  Convertible  Securities,  be deemed to be
            outstanding and to have been issued and sold by the Company for such
            price per share.  For the purposes of the  preceding  sentence,  the
            "price  per share  for  which  Common  Stock is  issuable  upon such
            conversion  or  exchange"  is  determined  by dividing (i) the total
            amount,   if  any,   received  or   receivable  by  the  Company  as
            consideration  for the  issuance  or sale  of all  such  Convertible
            Securities,   plus  the  minimum   aggregate  amount  of  additional
            consideration, if any, payable to the Company upon the conversion or
            exchange  thereof  at the time  such  Convertible  Securities  first
            become convertible or exchangeable, by (ii) the maximum total number
            of shares of Common Stock  issuable upon the  conversion or exchange
            of all such  Convertible  Securities.  No further  adjustment to the
            Exercise Price will be made upon the actual  issuance of such Common
            Stock upon conversion or exchange of such Convertible Securities.

                        (iii)  CHANGE IN OPTION  PRICE OR  CONVERSION  RATE.  If
            there  is a  change  at any  time in (i) the  amount  of  additional
            consideration  payable  to the  Company  upon  the  exercise  of any
            Options;  (ii)  the  amount  of  additional  consideration,  if any,
            payable  to the  Company  upon the  conversion  or  exchange  of any
            Convertible  Securities;  or (iii) the rate at which any Convertible
            Securities are  convertible  into or  exchangeable  for Common Stock
            (other  than under or by reason of  provisions  designed  to protect
            against dilution),  the Exercise Price in effect at the time of such
            change will be  readjusted  to the  Exercise  Price which would have
            been  in  effect  at such  time  had  such  Options  or  Convertible
            Securities still  outstanding  provided for such changed  additional
            consideration or changed conversion rate, as the case may be, at the
            time initially granted, issued or sold.

                        (iv)  TREATMENT  OF  EXPIRED   OPTIONS  AND  UNEXERCISED
            CONVERTIBLE SECURITIES.  If, in any case, the total number of shares
            of  Common  Stock  issuable  upon  exercise  of any  Option  or upon
            conversion  or exchange  of any  Convertible  Securities  is not, in
            fact, issued and the rights to exercise such Option or to convert or
            exchange  such



                                       6
<PAGE>

            Convertible  Securities  shall  have  expired  or  terminated,   the
            Exercise  Price then in effect will be  readjusted  to the  Exercise
            Price which would have been in effect at the time of such expiration
            or  termination  had such Option or Convertible  Securities,  to the
            extent   outstanding   immediately   prior  to  such  expiration  or
            termination (other than in respect of the actual number of shares of
            Common Stock issued upon exercise or conversion thereof), never been
            issued.

                        (v) CALCULATION OF CONSIDERATION RECEIVED. If any Common
            Stock, Options or Convertible Securities are issued, granted or sold
            for cash, the  consideration  received therefor for purposes of this
            Warrant will be the amount received by the Company therefor,  before
            deduction  of  reasonable  commissions,  underwriting  discounts  or
            allowances  or other  reasonable  expenses  paid or  incurred by the
            Company in connection with such issuance, grant or sale. In case any
            Common Stock,  Options or Convertible  Securities are issued or sold
            for a  consideration  part or all of which shall be other than cash,
            the  amount of the  consideration  other than cash  received  by the
            Company will be the fair value of such  consideration,  except where
            such consideration consists of securities,  in which case the amount
            of  consideration  received by the Company  will be the Market Price
            thereof as of the date of receipt. In case any Common Stock, Options
            or  Convertible   Securities  are  issued  in  connection  with  any
            acquisition,  merger or  consolidation  in which the  Company is the
            surviving corporation,  the amount of consideration therefor will be
            deemed to be the fair  value of such  portion  of the net assets and
            business of the non-surviving corporation as is attributable to such
            Common Stock, Options or Convertible Securities, as the case may be.
            The fair value of any  consideration  other than cash or  securities
            will be  determined  in good faith by the Board of  Directors of the
            Company.

                        (vi)  EXCEPTIONS  TO ADJUSTMENT  OF EXERCISE  PRICE.  No
            adjustment to the Exercise  Price will be made (i) upon the exercise
            of any warrants,  options or convertible securities granted,  issued
            and  outstanding on the date of issuance of this Warrant;  (ii) upon
            the grant or exercise of any stock or options which may hereafter be
            granted or exercised under any employee  benefit plan,  stock option
            plan or  restricted  stock plan of the Company now existing or to be
            implemented in the future,  so long as the issuance of such stock or
            options is approved by a majority of the independent  members of the
            Board of  Directors of the Company or a majority of the members of a
            committee of independent  directors established for such purpose; or
            (iii) upon the exercise of the Warrants.

            (c)  SUBDIVISION OR  COMBINATION OF COMMON STOCK.  If the Company at
any time  subdivides  (by any stock  split,  stock  dividend,  recapitalization,
reorganization,  reclassification  or  otherwise)  the  shares of  Common  Stock
acquirable  hereunder into a greater number of shares,  then,  after the date of
record for effecting such subdivision,  the Exercise Price in effect immediately
prior to such subdivision will be proportionately reduced. If the Company at any
time  combines  (by  reverse  stock  split,  recapitalization,   reorganization,
reclassification  or otherwise) the shares of Common Stock acquirable  hereunder
into a smaller  number of shares,  then,  after the date of record for effecting
such  combination,  the  Exercise  Price  in  effect  immediately  prior to such
combination will be proportionately increased.



                                       7
<PAGE>

            (d)  ADJUSTMENT  IN NUMBER OF SHARES.  Upon each  adjustment  of the
Exercise  Price  pursuant  to the  provisions  of this  Section 4, the number of
shares of Common Stock  issuable upon exercise of this Warrant shall be adjusted
by multiplying a number equal to the Exercise Price in effect  immediately prior
to such  adjustment  by the  number  of shares of  Common  Stock  issuable  upon
exercise of this Warrant  immediately  prior to such adjustment and dividing the
product so obtained by the adjusted Exercise Price.

            (e) CONSOLIDATION, MERGER OR SALE. If, at any time when this Warrant
is  outstanding,  there shall be any merger  (other than a merger solely for the
purpose of reincorporating in another jurisdiction),  consolidation, exchange of
shares, recapitalization, reorganization, or other similar event, as a result of
which shares of Common Stock of the Company  shall be changed into the same or a
different number of shares of another class or classes of stock or securities of
the Company or another  entity,  or in case of any sale or  conveyance of all or
substantially  all of the assets of the Company other than in connection  with a
plan of  complete  liquidation  of the  Company  (each,  a  "Change  of  Control
Transaction"),  then  Holder  shall  thereafter  have the right to receive  upon
exercise  of this  Warrant  upon the basis  and upon the  terms  and  conditions
specified  herein  and in  lieu  of  the  shares  of  Common  Stock  immediately
theretofore  issuable upon such exercise such stock,  securities or assets which
Holder would have been entitled to receive in such  transaction had this Warrant
been exercised in full immediately prior to such transaction  (without regard to
any limitations on exercise contained  herein),  including any rights (including
election  rights) that Holder would have had if Holder were a stockholder at any
time prior to the consummation of the Change of Control Transaction,  and in any
such case  appropriate  provisions  shall be made with respect to the rights and
interests of Holder to the end that the provisions  hereof  (including,  without
limitation, provisions for adjustment of the Exercise Price and of the number of
shares  of  Common  Stock  issuable  upon  conversion  of  this  Warrant)  shall
thereafter be  applicable,  as nearly as may be  practicable  in relation to any
securities or assets thereafter deliverable upon the conversion of this Warrant.
The Company shall not effect any transaction  described in this subparagraph (e)
unless (i) it first  gives,  to the extent  practical,  thirty  (30) days' prior
written  notice  (but in any event at least  fifteen  (15)  business  days prior
written  notice) of the record date of the special  meeting of  stockholders  to
approve, or if there is no such record date, the consummation of, such Change of
Control Transaction (during which time Holder shall be entitled to Exercise this
Warrant),  which  notice  shall be given  concurrently  with  the  first  public
announcement of such transaction,  and (ii) the resulting successor or acquiring
entity (if not the Company)  and, if an entity  different  from the successor or
acquiring  entity,  the entity whose  capital stock or assets the holders of the
Common  Stock are  entitled  to  receive  as a result of such  Change of Control
Transaction, assumes by written instrument the obligations of the Borrower under
this Warrant (including under this subparagraph (e)). The above provisions shall
similarly apply to successive consolidations, mergers, sales, transfers or share
exchanges.

            (f)  DISTRIBUTION  OF ASSETS.  In case the Company  shall declare or
make any distribution of its assets  (including cash) to holders of Common Stock
as a partial  liquidating  dividend,  by way of return of capital or  otherwise,
then,  after the date of record for  determining  stockholders  entitled to such
distribution,  but prior to the date of distribution, the holder of this Warrant
shall be entitled  upon  exercise of this Warrant for the purchase of any or all
of the shares of Common  Stock  subject  hereto,  to receive  the amount of such
assets  which  would have



                                       8
<PAGE>

been  payable to the holder had such  holder  been the holder of such  shares of
Common Stock on the record date for the  determination of stockholders  entitled
to such distribution.

            (g) NOTICE OF  ADJUSTMENT.  Upon the  occurrence  of any event which
requires any adjustment of the Exercise Price,  then, and in each such case, the
Company shall give notice  thereof to the holder of this  Warrant,  which notice
shall state the Exercise Price  resulting from such  adjustment and the increase
or  decrease  in the number of  Warrant  Shares  purchasable  at such price upon
exercise,  setting forth in reasonable  detail the method of calculation and the
facts upon which such calculation is based.  Such calculation shall be certified
by the chief financial officer of the Company.

            (h) MINIMUM  ADJUSTMENT  OF EXERCISE  PRICE.  No  adjustment  of the
Exercise  Price shall be made in an amount of less than 1% of the Exercise Price
in effect at the time such adjustment is otherwise  required to be made, but any
such lesser  adjustment  shall be carried  forward and shall be made at the time
and  together  with the next  subsequent  adjustment  which,  together  with any
adjustments  so  carried  forward,  shall  amount  to not  less  than 1% of such
Exercise Price.

            (i) NO FRACTIONAL  SHARES.  No fractional shares of Common Stock are
to be issued upon the exercise of this Warrant.  If the exercise of this Warrant
would result in a fractional share of Common Stock,  such fractional share shall
be  disregarded  and the number of shares of Common Stock issuable upon exercise
of the Warrant shall be the next higher number of shares.

            (j) OTHER NOTICES. In case at any time:

                        (i) the  Company  shall  declare any  dividend  upon the
            Common  Stock  payable  in  shares of stock of any class or make any
            other distribution  (including dividends or distributions payable in
            cash out of retained earnings) to the holders of the Common Stock;

                        (ii) the Company shall offer for  subscription  pro rata
            to the holders of the Common Stock any additional shares of stock of
            any class or other rights;

                        (iii) there shall be any capital  reorganization  of the
            Company,  or  reclassification of the Common Stock, or consolidation
            or  merger  of  the  Company  with  or  into,  or  sale  of  all  or
            substantially all its assets to, another corporation or entity; or

                        (iv)  there   shall  be  a  voluntary   or   involuntary
            dissolution, liquidation or winding-up of the Company;

then,  in each such case,  the Company  shall give to the holder of this Warrant
(a) notice of the date on which the books of the Company shall close or a record
shall be taken for  determining  the holders of Common Stock entitled to receive
any such dividend,  distribution,  or subscription rights or for determining the
holders of Common Stock entitled to vote in respect of any such  reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding-up  and (b) in the  case of any such  reorganization,  reclassification,
consolidation,  merger, sale, dissolution,  liquidation or winding-up, notice of
the date (or,  if not then  known,  a



                                       9
<PAGE>

reasonable approximation thereof by the Company) when the same shall take place.
Such notice  shall also  specify  the date on which the holders of Common  Stock
shall be entitled to receive such dividend, distribution, or subscription rights
or to exchange  their  Common  Stock for stock or other  securities  or property
deliverable upon such reorganization,  reclassification,  consolidation, merger,
sale, dissolution,  liquidation,  or winding-up, as the case may be. Such notice
shall be given at least 30 days  prior to the  record  date or the date on which
the  Company's  books are  closed in respect  thereto.  Failure to give any such
notice or any defect  therein  shall not affect the validity of the  proceedings
referred to in clauses (i), (ii), (iii) and (iv) above.

            (k) CERTAIN EVENTS.  If any event occurs of the type contemplated by
the  adjustment  provisions of this Section 4 but not expressly  provided for by
such  provisions,  the  Company  will give  notice of such event as  provided in
Section  4(g)  hereof,  and  the  Company's  Board  of  Directors  will  make an
appropriate  adjustment in the Exercise Price and the number of shares of Common
Stock  acquirable upon exercise of this Warrant so that the rights of the Holder
shall be neither enhanced nor diminished by such event.

            (l) CERTAIN DEFINITIONS.

                        (i) "COMMON  STOCK  DEEMED  OUTSTANDING"  shall mean the
            number of shares of Common Stock actually outstanding (not including
            shares of Common  Stock held in the treasury of the  Company),  plus
            (x) pursuant to Paragraph  4(b)(i) hereof,  the maximum total number
            of shares of Common Stock issuable upon the exercise of Options,  as
            of the date of such issuance or grant of such  Options,  if any, and
            (y) pursuant to Paragraph  4(b)(ii) hereof, the maximum total number
            of shares of Common Stock  issuable  upon  conversion or exchange of
            Convertible  Securities,   as  of  the  date  of  issuance  of  such
            Convertible Securities, if any.

                        (ii)  "MARKET  PRICE,"  as of any  date,  (i)  means the
            average of the last  reported  sale  prices for the shares of Common
            Stock  on the  OTCBB  for the  five  (5)  trading  days  immediately
            preceding such date as reported by Bloomberg Financial Markets or an
            equivalent  reliable  reporting  service mutually  acceptable to and
            hereafter  designated  by the holder of this Warrant and the Company
            ("Bloomberg"),  or (ii) if the  OTCBB is not the  principal  trading
            market  for the  shares of Common  Stock,  the  average  of the last
            reported sale prices on the principal  trading market for the Common
            Stock during the same period as reported by  Bloomberg,  or (iii) if
            market  value  cannot  be  calculated  as of such date on any of the
            foregoing  bases, the Market Price shall be the fair market value as
            reasonably determined in good faith by (a) the Board of Directors of
            the  Company  or,  at the  option of a  majority-in-interest  of the
            holders of the outstanding Warrants by (b) an independent investment
            bank  of  nationally   recognized   standing  in  the  valuation  of
            businesses  similar to the  business of the  Company.  The manner of
            determining  the Market  Price of the Common  Stock set forth in the
            foregoing  definition shall apply with respect to any other security
            in respect of which a determination  as to market value must be made
            hereunder.

                        (iii)  "COMMON  STOCK," for  purposes of this Section 4,
            includes  the  Common  Stock,  par value  $.001 per  share,  and any
            additional  class of stock of the Company having no preference as to
            dividends or distributions on liquidation,  provided



                                       10
<PAGE>

            that the shares  purchasable  pursuant to this Warrant shall include
            only shares of Common Stock,  par value $.001 per share,  in respect
            of which this Warrant is exercisable,  or shares  resulting from any
            subdivision or  combination of such Common Stock,  or in the case of
            any reorganization, reclassification, consolidation, merger, or sale
            of the  character  referred to in Section 4(e) hereof,  the stock or
            other securities or property provided for in such section.

        5. ISSUE TAX. The issuance of  certificates  for Warrant Shares upon the
exercise  of this  Warrant  shall be made  without  charge to the holder of this
Warrant or such shares for any issuance  tax or other costs in respect  thereof,
provided  that the  Company  shall not be  required  to pay any tax which may be
payable in respect of any transfer  involved in the issuance and delivery of any
certificate in a name other than the holder of this Warrant.

        6. NO RIGHTS OR  LIABILITIES  AS A  SHAREHOLDER.  This Warrant shall not
entitle the Holder to any voting rights or other rights as a shareholder  of the
Company.  No provision of this Warrant,  in the absence of affirmative action by
the Holder to purchase  Warrant Shares,  and no mere  enumeration  herein of the
rights or  privileges  of the Holder,  shall give rise to any  liability of such
holder for the Exercise Price or as a shareholder  of the Company,  whether such
liability is asserted by the Company or by creditors of the Company.

        7.   TRANSFER, EXCHANGE, AND REPLACEMENT OF WARRANT.

            (a) TRANSFER.  This Warrant and the rights granted to the Holder are
transferable, in whole or in part, upon surrender of this Warrant, together with
a properly  executed  assignment in the form attached  hereto,  at the office or
agency of the Company referred to in Section 8 below.  Until due presentment for
registration of transfer on the books of the Company,  the Company may treat the
registered  Holder as the owner and Holder  for all  purposes,  and the  Company
shall not be affected  by any notice to the  contrary.  The  Warrant  Shares are
subject to registration rights in accordance with the provisions of that certain
Registration Rights Agreement, dated November 18, 2005, by and among the Company
and the other signatories thereto (the "Registration Rights Agreement").

            (b) WARRANT EXCHANGEABLE FOR DIFFERENT  DENOMINATIONS.  This Warrant
is exchangeable, upon the surrender hereof by the Holder at the office or agency
of the Company  referred to in Section 8 below,  for new  Warrants of like tenor
representing  in the  aggregate  the right to  purchase  the number of shares of
Common  Stock which may be  purchased  hereunder,  each of such new  Warrants to
represent  the right to purchase such number of shares as shall be designated by
the Holder at the time of such surrender.

            (c)  REPLACEMENT  OF WARRANT.  Upon  receipt of evidence  reasonably
satisfactory to the Company of the loss,  theft,  destruction,  or mutilation of
this  Warrant and, in the case of any such loss,  theft,  or  destruction,  upon
delivery of an indemnity agreement reasonably satisfactory in form and amount to
the  Company,  or,  in the  case of any  such  mutilation,  upon  surrender  and
cancellation  of this  Warrant,  the Company,  at its expense,  will execute and
deliver, in lieu thereof, a new Warrant of like tenor.



                                       11
<PAGE>

            (d)  CANCELLATION;  PAYMENT OF EXPENSES.  Upon the surrender of this
Warrant in connection with any transfer, exchange, or replacement as provided in
this Section 7, this  Warrant  shall be promptly  canceled by the  Company.  The
Company shall pay all taxes (other than securities transfer taxes) and all other
expenses  (other  than  legal  expenses,  if  any,  incurred  by the  Holder  or
transferees) and charges payable in connection with the preparation,  execution,
and delivery of Warrants pursuant to this Section 7.

            (e) REGISTER. The Company shall maintain, at its principal executive
offices (or such other  office or agency of the Company as it may  designate  by
notice to the Holder),  a register for this Warrant,  in which the Company shall
record the name and  address of the person in whose name this  Warrant  has been
issued,  as well as the name and address of each transferee and each prior owner
of this Warrant.

        8. NOTICES. All notices,  requests, and other communications required or
permitted to be given or delivered hereunder to the holder of this Warrant shall
be in writing, and shall be personally delivered,  or shall be sent by certified
or registered mail or by recognized overnight mail courier,  postage prepaid and
addressed,  to such holder at the address  shown for such holder on the books of
the  Company,  or at such  other  address as shall  have been  furnished  to the
Company  by  notice  from  such  holder.  All  notices,   requests,   and  other
communications  required or permitted to be given or delivered  hereunder to the
Company shall be in writing, and shall be personally delivered, or shall be sent
by certified or registered mail or by recognized overnight mail courier, postage
prepaid and addressed,  to the office of the Company at 434 Fayetteville Street,
Suite 600, Raleigh,  North Carolina 27601,  Attention:  Chief Executive Officer,
Facsimile:  919-807-5601,  or at such other address as shall have been furnished
to the  holder of this  Warrant by notice  from the  Company.  Any such  notice,
request, or other communication may be sent by facsimile, but shall in such case
be subsequently confirmed by a writing personally delivered or sent by certified
or registered  mail or by recognized  overnight mail courier as provided  above.
All notices,  requests,  and other  communications  shall be deemed to have been
given  either at the time of the  receipt  thereof  by the  person  entitled  to
receive  such notice at the address of such person for  purposes of this Section
8, or, if mailed by registered or certified mail or with a recognized  overnight
mail courier upon deposit with the United  States Post Office or such  overnight
mail courier,  if postage is prepaid and the mailing is properly  addressed,  as
the case may be.

        9.  GOVERNING  LAW.  THIS WARRANT  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED IN THE STATE OF DELAWARE  (WITHOUT  REGARD TO  PRINCIPLES OF
CONFLICT  OF  LAWS).   BOTH  PARTIES   IRREVOCABLY   CONSENT  TO  THE  EXCLUSIVE
JURISDICTION OF THE UNITED STATES FEDERAL COURTS AND THE STATE COURTS LOCATED IN
DELAWARE WITH RESPECT TO ANY SUIT OR  PROCEEDING  BASED ON OR ARISING UNDER THIS
AGREEMENT,   THE  AGREEMENTS   ENTERED  INTO  IN  CONNECTION   HEREWITH  OR  THE
TRANSACTIONS  CONTEMPLATED  HEREBY OR  THEREBY  AND  IRREVOCABLY  AGREE



                                       12
<PAGE>

THAT ALL CLAIMS IN RESPECT OF SUCH SUIT OR PROCEEDING  MAY BE DETERMINED IN SUCH
COURTS.  BOTH PARTIES  IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO
THE  MAINTENANCE  OF SUCH SUIT OR  PROCEEDING.  BOTH PARTIES  FURTHER AGREE THAT
SERVICE OF PROCESS  UPON A PARTY  MAILED BY FIRST  CLASS MAIL SHALL BE DEEMED IN
EVERY  RESPECT  EFFECTIVE  SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN
ANY  OTHER  MANNER   PERMITTED  BY  LAW.   BOTH  PARTIES   AGREE  THAT  A  FINAL
NON-APPEALABLE  JUDGMENT IN ANY SUCH SUIT OR PROCEEDING  SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER  JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER
LAWFUL MANNER.  THE PARTIES HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF
ANY CLAIM,  DEMAND,  ACTION OR CAUSE OF ACTION  ARISING UNDER THIS WARRANT OR IN
ANY WAY  CONNECTED  WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
WITH RESPECT TO THIS WARRANT,  OR THE TRANSACTIONS  RELATED HERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER  ARISING,  AND WHETHER  FOUNDED IN CONTRACT OR
TORT OR OTHERWISE; AND THE PARTIES HEREBY AGREE AND CONSENT THAT ANY SUCH CLAIM,
DEMAND,  ACTION OR CAUSE OF ACTION  SHALL BE  DECIDED BY COURT  TRIAL  WITHOUT A
JURY,  AND THAT EITHER PARTY MAY FILE AN ORIGINAL  COUNTERPART OR A COPY OF THIS
PARAGRAPH  WITH ANY COURT AS WRITTEN  EVIDENCE OF THE CONSENT OF THE OTHER PARTY
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

        10. MISCELLANEOUS.

            (a)  AMENDMENTS.  This Warrant and any provision  hereof may only be
amended by an instrument in writing signed by the Company and the Holder.

            (b) DESCRIPTIVE  HEADINGS.  The descriptive  headings of the several
sections of this Warrant are inserted for purposes of reference  only, and shall
not affect the meaning or construction of any of the provisions hereof.

            (c)  CASHLESS  EXERCISE.  Notwithstanding  anything to the  contrary
contained in this Warrant, on or after the one (1) year anniversary of the Issue
Date, if the resale of the Warrant  Shares by the holder is not then  registered
pursuant to an effective  registration  statement  under the  Securities  Act of
1933, as amended, this Warrant may be exercised by presentation and surrender of
this Warrant to the Company at its  principal  executive  offices with a written
notice of the  holder's  intention  to effect a cashless  exercise,  including a
calculation  of the  number of shares  of  Common  Stock to be issued  upon such
exercise in  accordance  with the terms hereof (a "Cashless  Exercise").  In the
event of a  Cashless  Exercise,  the  Holder  shall be  entitled  to  receive  a
certificate  for the number of Warrant Shares equal to the quotient  obtained by
dividing [(A-B) (X)] by (A), where:

            (A) = the Closing Price on the Trading Day immediately preceding the
            date of such election;

            (B) = the Exercise Price of this Warrant, as adjusted; and



                                       13
<PAGE>

            (X) = the number of Warrant  Shares  issuable  upon exercise of this
            Warrant in  accordance  with the terms of this Warrant by means of a
            cash exercise rather than a cashless exercise.

            (d) REMEDIES.  The Company  acknowledges  that a breach by it of its
obligations  hereunder will cause irreparable harm to the holder of this Warrant
by vitiating  the intent and purpose of the  transactions  contemplated  hereby.
Accordingly, the Company acknowledges that the remedy at law for a breach of its
obligations  under this Warrant will be inadequate and agrees, in the event of a
breach or  threatened  breach by the Company of the  provisions of this Warrant,
that the holder of this  Warrant  shall be  entitled,  in  addition to all other
available  remedies in law or in equity,  to an  injunction  or  injunctions  to
prevent or cure any breaches of the  provisions of this Agreement and to enforce
specifically the terms and provisions of this Warrant,  without the necessity of
showing economic loss and without any bond or other security being required.





                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



<PAGE>





         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer.

                                       SUMMUS, INC.



                                       By:
                                           ------------------------------------
                                            Gary E. Ban
                                            Chief Executive Officer


                                       Dated as of ______________ ___, _____


<PAGE>


                           FORM OF EXERCISE AGREEMENT

                                                      Dated:  ________ __, 200_

To:  SUMMUS, INC.

         The  undersigned,  pursuant to the  provisions  set forth in the within
Warrant,  hereby agrees to purchase  ________  shares of Common Stock covered by
such Warrant, and makes payment herewith in full therefor at the price per share
provided by such Warrant in cash or by  certified or official  bank check in the
amount of,  or, if the resale of such  Common  Stock by the  undersigned  is not
currently registered pursuant to an effective  registration  statement under the
Securities  Act of 1933, as amended,  by surrender of  securities  issued by the
Company  (including a portion of the Warrant) having a market value (in the case
of a portion of this Warrant, determined in accordance with Section 10(c) of the
Warrant) equal to $_________.  Please issue a certificate  or  certificates  for
such shares of Common  Stock in the name of and pay any cash for any  fractional
share to:

                                 Name:
                                       -----------------------------------

                                 Signature:
                                            ------------------------------

                                 Address:
                                         ---------------------------------



                                 Note:  The above signature should correspond
                                        exactly with the name on the face of the
                                        within Warrant.

and,  if said  number  of shares of  Common  Stock  shall not be all the  shares
purchasable under the within Warrant,  a new Warrant is to be issued in the name
of said undersigned  covering the balance of the shares  purchasable  thereunder
less any fraction of a share paid in cash.



<PAGE>


                               FORM OF ASSIGNMENT



         FOR  VALUE  RECEIVED,   the  undersigned  hereby  sells,  assigns,  and
transfers  all the  rights of the  undersigned  under the within  Warrant,  with
respect  to the  number  of shares of Common  Stock  covered  thereby  set forth
hereinbelow, to:

Name of Assignee                   Address                         No of Shares
----------------                   -------                         ------------




,   and   hereby   irrevocably    constitutes   and   appoints    ______________
________________________  as agent and attorney-in-fact to transfer said Warrant
on the books of the within-named corporation, with full power of substitution in
the premises.

Dated:  ________ __, 200_

In the presence of:

-------------------------

                               Name:
                                    --------------------------------------------
                               Signature:
                                         ---------------------------------------
                               Title of Signing Officer or Agent (if any):

                               Address:
                                       -----------------------------------------

                               Note:   The above signature should correspond
                                        exactly with the name on the face of the
                                        within Warrant.