EXHIBIT 4.8



                          REGISTRATION RIGHTS AGREEMENT

        REGISTRATION RIGHTS AGREEMENT (this  "AGREEMENT"),  dated as of November
18, 2005, by and among Summus, Inc., a Delaware  corporation,  with headquarters
located at 434 Fayetteville  Street,  Suite 600,  Raleigh,  North Carolina 27601
(the  "COMPANY"),  and each of the undersigned  (together with their  respective
affiliates  and any assignee or  transferee  of all of their  respective  rights
hereunder, the "INITIAL INVESTORS").

        WHEREAS:

        A. In connection with the Securities Purchase Agreement by and among the
parties hereto of even date herewith (the "SECURITIES PURCHASE AGREEMENT"),  the
Company  has  agreed,  upon the terms and  subject to the  conditions  contained
therein,  to issue  and sell to the  Initial  Investors  (i) 6%  senior  secured
debentures (the  "DEBENTURES") that are convertible into shares (the "CONVERSION
SHARES") of the Company's common stock (the "COMMON STOCK"),  upon the terms and
subject to the  limitations and conditions set forth in such Debentures and (ii)
warrants (the  "WARRANTS") to acquire an aggregate of 2,711,864 shares of Common
Stock and 2,000,000 units of the Company  (collectively,  the "WARRANT SHARES"),
upon the terms and conditions and subject to the  limitations and conditions set
forth in the Warrants dated November 18, 2005; and

        B. To induce the Initial Investors to execute and deliver the Securities
Purchase  Agreement,  the  Company  has agreed to provide  certain  registration
rights  under  the  Securities  Act of  1933,  as  amended,  and the  rules  and
regulations  thereunder,  or any similar  successor statute  (collectively,  the
"1933 ACT"), and applicable state securities laws;

        NOW,  THEREFORE,  in  consideration  of  the  premises  and  the  mutual
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  the Company and each
of the Initial Investors hereby agree as follows:

        1.   DEFINITIONS.

            a. As used in this  Agreement,  the  following  terms shall have the
following meanings:

               (i) "INVESTORS" means the Initial Investors and any transferee or
assignee  who agrees to become  bound by the  provisions  of this  Agreement  in
accordance with Section 9 hereof.

               (ii)  "REGISTER,"  "REGISTERED,"  and  "REGISTRATION"  refer to a
registration  effected  by  preparing  and filing a  Registration  Statement  or
Statements  in  compliance  with the 1933 Act and pursuant to Rule 415 under the
1933 Act or any successor rule providing for offering securities on a continuous
basis ("RULE 415"),  and the  declaration or ordering of  effectiveness  of such
Registration  Statement by the United States Securities and Exchange  Commission
(the "SEC").


<PAGE>


               (iii)  "REGISTRABLE   SECURITIES"  means  the  Conversion  Shares
(including  Damages  Shares,  as defined in the  Debentures and shares issued in
respect of  interest  or a  redemption  under the  Debentures),  and the Warrant
Shares  issued or issuable  pursuant to the  Warrants  and any shares of capital
stock issued or issuable as a dividend on or in exchange  for or otherwise  with
respect to any of the foregoing,  provided,  however,  that the shares  issuable
upon  exercise of (i) the warrant  issuable  upon  exercise of the A Warrant (as
defined in the Securities  Purchase  Agreement) (the "C-2 WARRANT") and (ii) the
warrant which may be issued in the event of an Automatic  Conversion (as defined
in the  Debentures)  (the "D  WARRANT")  shall not be required to be  registered
until the respective issuances of the C-2 Warrant and the D Warrant.

               (iv) "REGISTRATION  STATEMENT" means a registration  statement of
the Company under the 1933 Act.

            b.  Capitalized  terms used herein and not otherwise  defined herein
shall  have  the  respective  meanings  set  forth  in the  Securities  Purchase
Agreement.

        2.   REGISTRATION.

            a. Mandatory  Registration.  The Company shall  prepare,  and, on or
prior to the date which is  forty-five  (45) days after the date of the  Closing
under the Securities  Purchase Agreement (the "CLOSING DATE"), file with the SEC
a Registration Statement on Form S-1 (or, if Form S-1 is not then available,  on
such  form  of  Registration   Statement  as  is  then  available  to  effect  a
registration  of the  Registrable  Securities,  subject  to the  consent  of the
Initial Investors, which consent will not be unreasonably withheld) covering the
resale of the Registrable  Securities underlying the Debentures and the Warrants
issued  or  issuable  pursuant  to  the  Securities  Purchase  Agreement,  which
Registration Statement, to the extent allowable under the 1933 Act and the Rules
promulgated  thereunder (including Rule 416), shall state that such Registration
Statement also covers such  indeterminate  number of additional shares of Common
Stock as may become  issuable upon  conversion of the Debentures and exercise of
the  Warrants  (i) to  prevent  dilution  resulting  from  stock  splits,  stock
dividends or similar transactions or (ii) by reason of changes in the Conversion
Price of the  Debentures  in  accordance  with the terms thereof or the exercise
price of the Warrants in accordance with the terms thereof. The number of shares
of Common Stock initially  included in such  Registration  Statement shall be no
less than two (2) times the sum of the number of  Conversion  Shares and Warrant
Shares that are then issuable upon  conversion of the Debentures and exercise of
the Warrants  without  regard to any  limitation  on the  Investor's  ability to
convert the Debentures or exercise the Warrants.  The Company  acknowledges that
the number of shares initially included in the Registration Statement represents
a good faith estimate of the maximum number of shares  issuable upon  conversion
of the Debentures and exercise of the Warrants.

            b. [Intentionally Omitted.]

            c.  Payments by the Company.  The Company shall use its best efforts
to obtain effectiveness of the Registration Statement as soon as practicable. If
(i) the Registration  Statement(s) covering the Registrable  Securities required
to be filed by the  Company  pursuant  to Section  2(a)  hereof is not  declared
effective by the SEC within one hundred  twenty (120) days following the Closing
Date (the "EFFECTIVENESS  DEADLINE") or if, after the Registration Statement



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<PAGE>

has been  declared  effective by the SEC,  sales cannot be made  pursuant to the
Registration  Statement,  or (ii) the Common Stock is not listed or included for
quotation on the Over-the-Counter  Bulletin Board (the "OTCBB"), Nasdaq National
Market ("NASDAQ"),  the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York
Stock  Exchange (the "NYSE") or the American  Stock  Exchange (the "AMEX") after
being so listed or included for  quotation,  then the Company will make payments
to the  Investors  in such  amounts  and at such  times as  shall be  determined
pursuant to this Section 2(c) as partial relief for the damages to the Investors
by  reason  of any such  delay in or  reduction  of  their  ability  to sell the
Registrable  Securities  (which  remedy  shall  not be  exclusive  of any  other
remedies available at law or in equity).  The Company shall pay to each Investor
or holder of Registerable  Securities an amount equal to the principal amount of
the Debentures  purchased by such Investor  (whether or not such  Debentures are
then  outstanding)  (the  "PRINCIPAL  AMOUNT")  multiplied  by one and  one-half
hundredths  (.015)  times the sum of:  (i) the  number of months  (prorated  for
partial  months)  after the end of the  Effectiveness  Deadline and prior to the
date the  Registration  Statement is declared  effective  by the SEC,  provided,
however,  that there  shall be excluded  from such  period any delays  which are
solely  attributable  to changes  required by the Investors in the  Registration
Statement  with respect to  information  relating to the  Investors,  including,
without  limitation,  changes to the plan of distribution,  or to the failure of
the Investors to conduct their review of the Registration  Statement pursuant to
Section  3(h) below in a  reasonably  prompt  manner;  (ii) the number of months
(prorated  for  partial  months)  that  sales  cannot  be made  pursuant  to the
Registration  Statement  after  the  Registration  Statement  has been  declared
effective (including, without limitation, when sales cannot be made by reason of
the Company's  failure to properly  supplement or amend the prospectus  included
therein in accordance  with the terms of this Agreement,  but excluding  Allowed
Delays (as defined in Section  3(f));  (iii) the number of months  (prorated for
partial months) that the Common Stock is not listed or included for quotation on
the OTCBB,  Nasdaq,  Nasdaq  SmallCap,  NYSE or AMEX or that trading  thereon is
halted after the Registration  Statement has been declared  effective;  and (iv)
the number of months,  pro rated for partial months, the Company is in violation
of any of the time  periods  specified in Section  3(c).  (For  example,  if the
Registration  Statement  becomes  effective  one (1) month  after the end of the
Effective  Deadline,  the  Company  would pay  $15,000  for each  $1,000,000  of
Principal  Amount.  If  thereafter,  sales  could  not be made  pursuant  to the
Registration  Statement for an additional  period of one (1) month,  the Company
would pay an additional  $15,000 for each $1,000,000 of Principal  Amount.) Such
amounts shall be paid in cash or, to the extent the Debentures  are  convertible
in accordance with their terms, at each Investor's  option,  may be added to the
principal  amount of the Debentures  and  thereafter be convertible  into Common
Stock at the  "CONVERSION  PRICE" (as defined in the  Debentures)  in accordance
with the  terms of the  Debentures.  Any  shares  of Common  Stock  issued  upon
conversion  of such amounts  shall be  Registrable  Securities.  If the Investor
desires to convert the amounts due hereunder  into  Registrable  Securities,  it
shall so notify the Company in writing  within two (2) business days of the date
on which such  amounts are first  payable in cash and such  amounts  shall be so
convertible  (pursuant  to  the  mechanics  set  forth  under  Article  I of the
Debentures),  beginning  on the last  day  upon  which  the  cash  amount  would
otherwise be due in  accordance  with the following  sentence.  Payments of cash
pursuant  hereto shall be made within five (5) days after the end of each period
that gives rise to such  obligation,  provided  that, if any such period extends
for more than forty-five (45) days, interim payments shall be made for each such
thirty (30) day period.



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<PAGE>

            d.  Piggy-Back  Registrations.  Subject to the last sentence of this
Section 2(d), if at any time prior to the expiration of the Registration  Period
(as  hereinafter  defined)  the Company  shall file with the SEC a  Registration
Statement  relating to an offering  for its own account or the account of others
under the 1933 Act of any of its equity  securities  (other  than on Form S-4 or
Form S-8 or their then  equivalents  relating to equity  securities to be issued
solely in connection  with any  acquisition  of any entity or business or equity
securities  issuable in connection  with stock option or other employee  benefit
plans),  the Company shall send to each Investor who is entitled to registration
rights  under this Section 2(d)  written  notice of such  determination  and, if
within fifteen (15) days after the effective date of such notice,  such Investor
shall so request in writing,  the  Company  shall  include in such  Registration
Statement all or any part of the Registrable  Securities such Investor  requests
to be registered,  except that if, in connection  with any  underwritten  public
offering  for the  account of the Company the  managing  underwriter(s)  thereof
shall impose a  limitation  on the number of shares of Common Stock which may be
included  in  the  Registration   Statement  because,  in  such  underwriter(s)'
judgment,  marketing or other  factors  dictate such  limitation is necessary to
facilitate public  distribution,  then the Company shall be obligated to include
in such  Registration  Statement  only such limited  portion of the  Registrable
Securities with respect to which such Investor has requested inclusion hereunder
as the underwriter shall permit.  Any exclusion of Registrable  Securities shall
be made pro rata among the Investors seeking to include  Registrable  Securities
in proportion to the number of Registrable  Securities  sought to be included by
such  Investors;  provided,  however,  that the  Company  shall not  exclude any
Registrable  Securities  unless the Company has first  excluded all  outstanding
securities,  the  holders  of  which  are  not  entitled  to  inclusion  of such
securities  in such  Registration  Statement  or are not  entitled  to pro  rata
inclusion with the Registrable Securities; and provided, further, however, that,
after giving  effect to the  immediately  preceding  proviso,  any  exclusion of
Registrable  Securities  shall be made pro rata with holders of other securities
having the right to include such securities in the Registration  Statement other
than holders of  securities  entitled to inclusion of their  securities  in such
Registration  Statement by reason of demand registration rights then being used.
No right to registration of Registrable Securities under this Section 2(d) shall
be construed to limit any registration required under Section 2(a) hereof. If an
offering in connection with which an Investor is entitled to registration  under
this  Section  2(d)  is an  underwritten  offering,  then  each  Investor  whose
Registrable Securities are included in such Registration Statement shall, unless
otherwise agreed by the Company,  offer and sell such Registrable  Securities in
an underwritten offering using the same underwriter or underwriters and, subject
to the provisions of this  Agreement,  on the same terms and conditions as other
shares of Common Stock included in such underwritten  offering.  Notwithstanding
anything  to the  contrary  set forth  herein,  the  registration  rights of the
Investors pursuant to this Section 2(d) shall only be available in the event the
Company fails to timely file, obtain effectiveness or maintain  effectiveness of
the  Registration  Statement to be filed  pursuant to Section 2(a) in accordance
with the terms of this Agreement.

            e.  Eligibility  for Form S-3 or S-1;  Conversion  to Form S-3.  The
Company  represents and warrants that it meets the  requirements  for the use of
Form S-3 or S-1 for  registration  of the sale by the Initial  Investors and any
other  Investors of the Registrable  Securities.  The Company agrees to file all
reports  required to be filed by the Company with the SEC in a timely  manner so
as to remain eligible or become eligible,  as the case may be, and thereafter to
maintain  its  eligibility,  for the  use of Form  S-3.  If the  Company  is not
currently  eligible to use Form S-3, not later than fifteen (15)  business  days
after the  Company  first meets



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the  registration  eligibility and transaction  requirements for the use of Form
S-3 (or any  successor  form)  for  registration  of the  offer  and sale by the
Initial Investors and any other Investors of Registrable Securities, the Company
shall file a Registration  Statement on Form S-3 (or such  successor  form) with
respect to the Registrable  Securities covered by the Registration  Statement on
Form S-1,  whichever is applicable,  filed pursuant to Section 2(a) (and include
in such Registration  Statement on Form S-3 the information required by Rule 429
under the 1933 Act) or convert the Registration Statement on Form S-1, whichever
is applicable, filed pursuant to Section 2(a) to a Form S-3 pursuant to Rule 429
under the 1933 Act and cause such Registration  Statement (or such amendment) to
be declared  effective no later than forty-five  (45) days after filing.  In the
event of a breach by the Company of the  provisions  of this Section  2(e),  the
Company will be required to make payments pursuant to Section 2(c) hereof.

        3. OBLIGATIONS OF THE COMPANY.

        In connection with the registration of the Registrable  Securities,  the
Company shall have the following obligations:

            a. The Company  shall  prepare  promptly,  and file with the SEC not
later than forty-five (45) days after the Closing Date, a Registration Statement
with respect to the number of Registrable  Securities  provided in Section 2(a),
and  thereafter  use its best  efforts  to  cause  such  Registration  Statement
relating to Registrable Securities to become effective as soon as possible after
such  filing  but in no event  after the  Effectiveness  Deadline,  and keep the
Registration  Statement  effective  pursuant to Rule 415 at all times until such
date  as is  the  earlier  of (i)  the  date  on  which  all of the  Registrable
Securities have been sold and (ii) the date on which the Registrable  Securities
(in the opinion of counsel to the Initial  Investors)  may be  immediately  sold
without  restriction  (including  without limitation as to volume by each holder
thereof) without  registration under the 1933 Act (the  "REGISTRATION  PERIOD"),
which Registration  Statement  (including any amendments or supplements  thereto
and prospectuses  contained therein) shall not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein, or
necessary to make the statements therein not misleading.

            b. The Company shall  prepare and file with the SEC such  amendments
(including  post-effective  amendments)  and  supplements  to  the  Registration
Statements  and  the  prospectus  used  in  connection  with  the   Registration
Statements as may be necessary to keep the Registration  Statements effective at
all times during the Registration  Period, and, during such period,  comply with
the  provisions  of  the  1933  Act  with  respect  to  the  disposition  of all
Registrable  Securities of the Company  covered by the  Registration  Statements
until such time as all of such  Registrable  Securities have been disposed of in
accordance  with the intended  methods of  disposition  by the seller or sellers
thereof as set forth in the  Registration  Statements.  In the event that on any
Trading Day (as defined in the Debentures) (the "REGISTRATION TRIGGER DATE") the
number of shares available under a Registration Statement filed pursuant to this
Agreement is insufficient to cover all of the Registrable  Securities  issued or
issuable upon  conversion of or otherwise  pursuant to the  Debentures,  without
giving  effect to any  limitations  on the  Investors'  ability to  convert  the
Debentures,  the Company shall amend the Registration  Statement,  or file a new
Registration  Statement (on the short form available therefore,  if applicable),
or both, so as to cover all of the Registrable  Securities so issued or issuable
(without  giving  effect  to any  limitations  on  conversion  contained  in the
Debentures)  as of the  Registration  Trigger  Date,



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in each  case,  as soon as  practicable,  but in any event  within  twenty  (20)
business days after the necessity  therefor arises (based on the market price of
the Common  Stock and other  relevant  factors on which the  Company  reasonably
elects to rely).  The Company shall use its best efforts to cause such amendment
and/or new  Registration  Statement to become  effective as soon as  practicable
following  the filing  thereof,  but in any event  within sixty (60) days of the
Registration  Trigger  Date.  The  provisions  of Section  2(c)  above  shall be
applicable with respect to the Company's obligations under this Section 3(b).

            c. The Company  shall  furnish to each  Investor  whose  Registrable
Securities are included in the Registration  Statement and its legal counsel (i)
promptly  (but no later than one (1) Trading Day) after the same is prepared and
publicly  distributed,  filed with the SEC, or received by the Company, one copy
of the  Registration  Statement  and any  amendment  thereto,  each  preliminary
prospectus and prospectus and each amendment or supplement thereto,  and, in the
case of the  Registration  Statement  referred to in Section  2(a),  each letter
written by or on behalf of the  Company to the SEC or the staff of the SEC,  and
each item of  correspondence  from the SEC or the staff of the SEC, in each case
relating to such  Registration  Statement (other than any portion of any thereof
which  contains  information  for  which the  Company  has  sought  confidential
treatment),  and (ii) within one (1) Trading  Day after  filing,  such number of
copies of a prospectus,  including a preliminary prospectus,  and all amendments
and supplements thereto and such other documents as such Investor may reasonably
request in order to facilitate  the  disposition of the  Registrable  Securities
owned by such  Investor.  The Company will  immediately  notify each Investor by
facsimile  of  the   effectiveness   of  the   Registration   Statement  or  any
post-effective  amendment.  The  Company  will  promptly  respond to any and all
comments  received  from the SEC, with a view towards  causing any  Registration
Statement or any amendment  thereto to be declared  effective by the SEC as soon
as  practicable  and shall  promptly  file an  acceleration  request  as soon as
practicable (but no later than two (2) Trading Days) following the resolution or
clearance of all SEC comments or, if applicable,  following  notification by the
SEC that the Registration Statement or any amendment thereto will not be subject
to review.

            d. The Company  shall use  reasonable  efforts to (i)  register  and
qualify the Registrable  Securities covered by the Registration  Statement under
such other  securities  or "blue sky" laws of such  jurisdictions  in the United
States as the  Investors  who hold a majority  in  interest  of the  Registrable
Securities  being  offered  reasonably  request,  (ii) prepare and file in those
jurisdictions  such  amendments   (including   post-effective   amendments)  and
supplements  to such  registrations  and  qualifications  as may be necessary to
maintain the effectiveness  thereof during the Registration  Period,  (iii) take
such other  actions as may be  necessary  to  maintain  such  registrations  and
qualifications in effect at all times during the Registration  Period,  and (iv)
take all  other  actions  reasonably  necessary  or  advisable  to  qualify  the
Registrable Securities for sale in such jurisdictions;  provided,  however, that
the  Company  shall not be required in  connection  therewith  or as a condition
thereto to (a)  qualify to do business  in any  jurisdiction  where it would not
otherwise be required to qualify but for this Section 3(d),  (b) subject  itself
to general  taxation  in any such  jurisdiction,  (c) file a general  consent to
service of process in any such  jurisdiction,  (d) provide any undertakings that
cause the Company undue expense or burden, or (e) make any change in its charter
or bylaws,  which in each case the Board of Directors of the Company  determines
to be contrary to the best interests of the Company and its stockholders.



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            e. In the event  Investors  who hold a  majority-in-interest  of the
Registrable  Securities  being  offered in the offering  (with the approval of a
majority-in-interest  of the  Initial  Investors)  select  underwriters  for the
offering,  the Company  shall enter into and  perform its  obligations  under an
underwriting  agreement,  in  usual  and  customary  form,  including,   without
limitation,  customary  indemnification and contribution  obligations,  with the
underwriters of such offering.

            f. As promptly as  practicable  after  becoming aware of such event,
the Company shall notify each  Investor of the happening of any event,  of which
the Company has knowledge,  as a result of which the prospectus  included in the
Registration  Statement,  as then in effect,  includes an untrue  statement of a
material fact or omission to state a material fact required to be stated therein
or necessary to make the  statements  therein not  misleading,  and use its best
efforts  promptly  to prepare a  supplement  or  amendment  to the  Registration
Statement to correct such untrue statement or omission,  and deliver such number
of copies of such  supplement or amendment to each Investor as such Investor may
reasonably  request;  provided  that,  for not more  than  ten (10)  consecutive
trading days (or a total of not more than twenty (20) trading days in any twelve
(12) month period),  the Company may delay the disclosure of material non-public
information  concerning  the  Company  (as well as  prospectus  or  Registration
Statement  updating)  the  disclosure  of which at the time is not,  in the good
faith opinion of the Company,  in the best interests of the Company (an "ALLOWED
DELAY");  provided,  further,  that the Company  shall  promptly  (i) notify the
Investors  in writing of the  existence  of (but in no event,  without the prior
written consent of an Investor,  shall the Company disclose to such Investor any
of the facts or circumstances  regarding) material non-public information giving
rise to an Allowed  Delay and (ii) advise the  Investors in writing to cease all
sales under such Registration Statement until the end of the Allowed Delay. Upon
expiration of the Allowed  Delay,  the Company shall again be bound by the first
sentence  of this  Section  3(f) with  respect to the  information  giving  rise
thereto.

            g. The Company shall use its best efforts to prevent the issuance of
any stop order or other suspension of effectiveness of a Registration Statement,
and, if such an order is issued,  to obtain the  withdrawal of such order at the
earliest  possible  moment and to notify  each  Investor  who holds  Registrable
Securities  being  sold  (or,  in the  event of an  underwritten  offering,  the
managing underwriters) of the issuance of such order and the resolution thereof.

            h. The Company  shall permit a single firm of counsel  designated by
the Initial  Investors to review the  Registration  Statement and all amendments
and  supplements   thereto  (as  well  as  all  requests  for   acceleration  or
effectiveness  thereof) a  reasonable  period of time prior to their filing with
the SEC, and not file any  document in a form to which such  counsel  reasonably
objects and will not request acceleration of the Registration  Statement without
prior  notice  to such  counsel.  The  sections  of the  Registration  Statement
covering  information with respect to the Investors,  the Investor's  beneficial
ownership  of  securities  of the Company or the  Investors  intended  method of
disposition of Registrable  Securities shall conform to the information provided
to the Company by each of the Investors.

            i. The  Company  shall  make  generally  available  to its  security
holders  as soon as  practical,  but not later than  ninety  (90) days after the
close of the period covered  thereby,  an earnings  statement (in form complying
with the  provisions  of Rule 158 under the 1933 Act)



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covering a  twelve-month  period  beginning  not later than the first day of the
Company's  fiscal quarter next following the effective date of the  Registration
Statement.

            j. At the request of any Investor, the Company shall furnish, on the
date that  Registrable  Securities are delivered to an underwriter,  if any, for
sale in connection  with the  Registration  Statement or, if such securities are
not being sold by an underwriter,  on the date of  effectiveness  thereof (i) an
opinion,  dated as of such date,  from  counsel  representing  the  Company  for
purposes of such  Registration  Statement,  in form,  scope and  substance as is
customarily  given  in  an  underwritten  public  offering,   addressed  to  the
underwriters, if any, and the Investors and (ii) a letter, dated such date, from
the Company's  independent certified public accountants in form and substance as
is customarily given by independent certified public accountants to underwriters
in an underwritten public offering,  addressed to the underwriters,  if any, and
the Investors.

            k. The  Company  shall  make  available  for  inspection  by (i) any
Investor, (ii) any underwriter  participating in any disposition pursuant to the
Registration Statement,  (iii) one firm of attorneys and one firm of accountants
or other agents  retained by the Initial  Investors,  (iv) one firm of attorneys
and one firm of accountants or other agents retained by all other Investors, and
(v) one firm of attorneys retained by all such underwriters  (collectively,  the
"INSPECTORS") all pertinent financial and other records, and pertinent corporate
documents and properties of the Company (collectively,  the "RECORDS"), as shall
be reasonably  deemed  necessary by each  Inspector to enable each  Inspector to
exercise its due diligence  responsibility,  and cause the  Company's  officers,
directors  and  employees  to supply all  information  which any  Inspector  may
reasonably request for purposes of such due diligence;  provided,  however, that
each  Inspector  shall  hold in  confidence  and shall  not make any  disclosure
(except to an  Investor)  of any Record or other  information  which the Company
determines  in good faith to be  confidential,  and of which  determination  the
Inspectors  are so  notified,  unless  (a) the  disclosure  of such  Records  is
necessary  to avoid or correct a  misstatement  or omission in any  Registration
Statement,  (b) the release of such Records is ordered pursuant to a subpoena or
other order from a court or government  body of competent  jurisdiction,  or (c)
the information in such Records has been made generally  available to the public
other  than by  disclosure  in  violation  of this or any other  agreement.  The
Company shall not be required to disclose any  confidential  information in such
Records to any Inspector until and unless such Inspector shall have entered into
confidentiality  agreements (in form and substance  satisfactory to the Company)
with the Company with respect thereto, substantially in the form of this Section
3(k). Each Investor agrees that it shall,  upon learning that disclosure of such
Records  is  sought  in  or  by  a  court  or  governmental  body  of  competent
jurisdiction or through other means, give prompt notice to the Company and allow
the  Company,  at its  expense,  to  undertake  appropriate  action  to  prevent
disclosure  of,  or to  obtain  a  protective  order  for,  the  Records  deemed
confidential.  Nothing herein (or in any other confidentiality agreement between
the Company and any Investor) shall be deemed to limit the Investor's ability to
sell  Registrable  Securities  in a manner  which is otherwise  consistent  with
applicable laws and regulations.

            l. The Company shall hold in confidence  and not make any disclosure
of  information  concerning  an  Investor  provided  to the  Company  unless (i)
disclosure  of such  information  is  necessary  to comply with federal or state
securities  laws, (ii) the disclosure of such  information is necessary to avoid
or correct a misstatement or omission in any Registration



                                       8
<PAGE>

Statement,  (iii) the  release  of such  information  is ordered  pursuant  to a
subpoena  or  other  order  from a  court  or  governmental  body  of  competent
jurisdiction,  or (iv) such information has been made generally available to the
public other than by disclosure in violation of this or any other agreement. The
Company agrees that it shall,  upon learning that disclosure of such information
concerning  an  Investor  is  sought  in or by a court or  governmental  body of
competent  jurisdiction  or through  other  means,  give  prompt  notice to such
Investor  prior to  making  such  disclosure,  and allow  the  Investor,  at its
expense, to undertake  appropriate action to prevent disclosure of, or to obtain
a protective order for, such information.

            m. The  Company  shall  (i)  cause  all the  Registrable  Securities
covered by the Registration  Statement to be listed on each national  securities
exchange on which  securities  of the same class or series issued by the Company
are then listed,  if any, if the listing of such Registrable  Securities is then
permitted  under the rules of such exchange,  or (ii) secure the designation and
quotation,  of all  the  Registrable  Securities  covered  by  the  Registration
Statement  on the  Nasdaq  or, if not  eligible  for the  Nasdaq,  on the Nasdaq
SmallCap or the OTCBB and, without limiting the generality of the foregoing,  to
arrange for at least two market makers to register with the National Association
of Securities  Dealers,  Inc.  ("NASD") as such with respect to such Registrable
Securities.  In the event the  Company's  Common  Stock is listed on a  national
securities  exchange,  the Company shall deliver to such exchange  copies of the
prospectus and any supplements or amendments thereto in accordance with Rule 153
under  the 1933 Act such  that  Investors  will have no  further  obligation  to
deliver a prospectus in connection with sales on such exchange.

            n. The Company shall provide a transfer agent and  registrar,  which
may be a single  entity,  for the  Registrable  Securities  not  later  than the
effective date of the Registration Statement.

            o.  The  Company  shall   cooperate  with  the  Investors  who  hold
Registrable   Securities   being  offered  and  the  managing   underwriter   or
underwriters,  if any, to  facilitate  the timely  preparation  and  delivery of
certificates  (not bearing any  restrictive  legends)  representing  Registrable
Securities to be offered pursuant to the Registration  Statement and enable such
certificates to be in such denominations or amounts,  as the case may be, as the
managing  underwriter or  underwriters,  if any, or the Investors may reasonably
request  and   registered  in  such  names  as  the  managing   underwriter   or
underwriters,  if any, or the  Investors  may  request,  and,  within  three (3)
business  days  after  a  Registration   Statement  which  includes  Registrable
Securities is ordered effective by the SEC, the Company shall deliver, and shall
cause legal counsel  selected by the Company to deliver,  to the transfer  agent
for the Registrable  Securities (with copies to the Investors whose  Registrable
Securities  are included in such  Registration  Statement) an instruction in the
form  attached  hereto as EXHIBIT 1 and an  opinion of such  counsel in the form
attached hereto as EXHIBIT 2.

            p. At the  request of the holders of a  majority-in-interest  of the
Registrable  Securities,  the Company  shall  prepare and file with the SEC such
amendments   (including   post-effective   amendments)   and  supplements  to  a
Registration   Statement  and  the  prospectus   used  in  connection  with  the
Registration  Statement  as may be  necessary  in  order to  change  the plan of
distribution set forth in such Registration Statement.



                                       9
<PAGE>

            q. From and after the date of this Agreement, the Company shall not,
and shall not agree to,  allow the holders of any  securities  of the Company to
include any of their securities in any Registration Statement under Section 2(a)
hereof or any amendment or supplement  thereto under Section 3(b) hereof without
the  consent  of  the  holders  of a  majority-in-interest  of  the  Registrable
Securities.  In addition, the Company shall not offer any securities for its own
account or the account of others in any  Registration  Statement  under  Section
2(a) hereof or any  amendment or  supplement  thereto  under Section 3(b) hereof
without the consent of the holders of a majority-in-interest  of the Registrable
Securities.

            r. The Company shall take all other reasonable  actions necessary to
expedite and facilitate  disposition by the Investors of Registrable  Securities
pursuant to the Registration Statement.

        4. OBLIGATIONS OF THE INVESTORS.

        In connection with the registration of the Registrable  Securities,  the
Investors shall have the following obligations:

            a. It shall  be a  condition  precedent  to the  obligations  of the
Company to complete the registration  pursuant to this Agreement with respect to
the  Registrable  Securities of a particular  Investor that such Investor  shall
furnish to the  Company  such  information  regarding  itself,  the  Registrable
Securities  held by it and the intended method of disposition of the Registrable
Securities held by it as shall be reasonably required to effect the registration
of such  Registrable  Securities  and shall execute such documents in connection
with such registration as the Company may reasonably request. At least three (3)
business  days prior to the first  anticipated  filing date of the  Registration
Statement, the Company shall notify each Investor of the information the Company
requires from each such Investor.

            b. Each Investor,  by such Investor's  acceptance of the Registrable
Securities,  agrees to cooperate with the Company as reasonably requested by the
Company  in  connection  with the  preparation  and  filing of the  Registration
Statement hereunder, unless such Investor has notified the Company in writing of
such  Investor's  election  to  exclude  all  of  such  Investor's   Registrable
Securities from the Registration Statement.

            c. In the  event  Investors  holding a  majority-in-interest  of the
Registrable  Securities  being  registered  (with the  approval  of the  Initial
Investors)  determine to engage the services of an  underwriter,  each  Investor
agrees  to  enter  into  and  perform  such  Investor's   obligations  under  an
underwriting  agreement,  in  usual  and  customary  form,  including,   without
limitation,  customary  indemnification and contribution  obligations,  with the
managing  underwriter  of such  offering  and take  such  other  actions  as are
reasonably  required in order to expedite or facilitate  the  disposition of the
Registrable Securities, unless such Investor has notified the Company in writing
of such  Investor's  election  to  exclude  all of such  Investor's  Registrable
Securities from the Registration Statement.

            d. Each  Investor  agrees that,  upon receipt of any notice from the
Company of the  happening of any event of the kind  described in Section 3(f) or
3(g),  such Investor will  immediately  discontinue  disposition  of Registrable
Securities  pursuant to the  Registration



                                       10
<PAGE>

Statement covering such Registrable  Securities until such Investor's receipt of
the copies of the  supplemented  or amended  prospectus  contemplated by Section
3(f) or 3(g) and, if so directed by the Company,  such Investor shall deliver to
the  Company  (at the expense of the  Company)  or destroy  (and  deliver to the
Company a certificate of destruction) all copies in such Investor's  possession,
of the prospectus  covering such Registrable  Securities  current at the time of
receipt of such notice.

            e. No Investor  may  participate  in any  underwritten  registration
hereunder  unless such Investor (i) agrees to sell such  Investor's  Registrable
Securities on the basis provided in any  underwriting  arrangements in usual and
customary  form  entered into by the Company,  (ii)  completes  and executes all
questionnaires,  powers of attorney,  indemnities,  underwriting  agreements and
other  documents  reasonably  required  under  the  terms  of such  underwriting
arrangements,  and (iii)  agrees to pay its pro rata  share of all  underwriting
discounts  and  commissions  and any expenses in excess of those  payable by the
Company pursuant to Section 5 below.

        5. EXPENSES OF REGISTRATION.

        All  reasonable   expenses,   other  than  underwriting   discounts  and
commissions,   incurred   in   connection   with   registrations,   filings   or
qualifications pursuant to Sections 2 and 3, including,  without limitation, all
registration,  listing and qualification fees, printers and accounting fees, the
fees and  disbursements of counsel for the Company,  and the reasonable fees and
disbursements  of one  counsel  selected by the  Initial  Investors  pursuant to
Section 3(h) hereof,  which fees shall be subject to the limitation contained in
Section 4.5 of the Securities Purchase Agreement, shall be borne by the Company,
provided,  however,  that the Company shall not be obligated to pay any expenses
hereunder in excess of Five  Thousand  Dollars  ($5,000)  for each  Registration
Statement required to be filed hereunder.

        6. INDEMNIFICATION.

        In the event any  Registrable  Securities are included in a Registration
Statement under this Agreement:

            a. To the extent permitted by law, the Company will indemnify,  hold
harmless  and defend (i) each  Investor who holds such  Registrable  Securities,
(ii) the directors,  officers,  partners,  employees, agents and each person who
controls  any  Investor  within the  meaning  of the 1933 Act or the  Securities
Exchange Act of 1934, as amended (the "1934 ACT"), if any, (iii) any underwriter
(as  defined  in the 1933  Act)  for the  Investors,  and  (iv)  the  directors,
officers,  partners, employees and each person who controls any such underwriter
within  the  meaning  of the  1933  Act or  the  1934  Act,  if  any  (each,  an
"INDEMNIFIED  PERSON"),  against any joint or several losses,  claims,  damages,
liabilities  or expenses  (collectively,  together with actions,  proceedings or
inquiries by any regulatory or self-regulatory  organization,  whether commenced
or  threatened,  in respect  thereof,  "CLAIMS") to which any of them may become
subject  insofar as such Claims  arise out of or are based upon:  (i) any untrue
statement  or alleged  untrue  statement  of a material  fact



                                       11
<PAGE>

in a Registration Statement or the omission or alleged omission to state therein
a  material  fact  required  to be stated or  necessary  to make the  statements
therein not misleading; (ii) any untrue statement or alleged untrue statement of
a material  fact  contained in any  preliminary  prospectus if used prior to the
effective  date  of such  Registration  Statement,  or  contained  in the  final
prospectus  (as  amended or  supplemented,  if the Company  files any  amendment
thereof or supplement  thereto with the SEC) or the omission or alleged omission
to state  therein  any  material  fact  necessary  to make the  statements  made
therein,  in light of the circumstances  under which the statements therein were
made, not misleading; or (iii) any violation or alleged violation by the Company
of the 1933 Act, the 1934 Act, any other law, including, without limitation, any
state securities law, or any rule or regulation thereunder relating to the offer
or sale of the Registrable  Securities (the matters in the foregoing clauses (i)
through (iii) being,  collectively,  "Violations").  Subject to the restrictions
set forth in  Section  6(c) with  respect to the  number of legal  counsel,  the
Company shall  reimburse the Indemnified  Person,  promptly as such expenses are
incurred  and are due  and  payable,  for any  reasonable  legal  fees or  other
reasonable  expenses  incurred  by  them in  connection  with  investigating  or
defending  any such Claim.  Notwithstanding  anything to the contrary  contained
herein, the indemnification  agreement contained in this Section 6(a): (i) shall
not apply to a Claim  arising out of or based upon a Violation  which  occurs in
reliance upon and in  conformity  with  information  furnished in writing to the
Company by any  Indemnified  Person or underwriter for such  Indemnified  Person
expressly  for  use in  connection  with  the  preparation  of the  Registration
Statement  or  any  such  amendment  thereof  or  supplement  thereto,  if  such
prospectus  was timely made  available  by the Company  pursuant to Section 3(c)
hereof;  (ii) shall not apply to amounts paid in settlement of any Claim if such
settlement is effected  without the prior written consent of the Company,  which
consent  shall not be  unreasonably  withheld;  and (iii)  with  respect  to any
preliminary prospectus, shall not inure to the benefit of any Indemnified Person
if  the  untrue  statement  or  omission  of  material  fact  contained  in  the
preliminary  prospectus  was corrected on a timely basis in the  prospectus,  as
then  amended  or  supplemented,  such  corrected  prospectus  was  timely  made
available by the Company  pursuant to Section 3(c) hereof,  and the  Indemnified
Person was promptly advised in writing not to use the incorrect prospectus prior
to  the  use  giving  rise  to  a  Violation   and  such   Indemnified   Person,
notwithstanding  such advice, used it. Such indemnity shall remain in full force
and  effect  regardless  of  any  investigation  made  by or on  behalf  of  the
Indemnified Person and shall survive the transfer of the Registrable  Securities
by the Investors pursuant to Section 9.

            b. In  connection  with  any  Registration  Statement  in  which  an
Investor is  participating,  each such Investor agrees severally and not jointly
to  indemnify,  hold  harmless  and  defend,  to the same extent and in the same
manner set forth in Section 6(a), the Company,  each of its  directors,  each of
its  officers who signs the  Registration  Statement,  each person,  if any, who
controls  the Company  within the  meaning of the 1933 Act or the 1934 Act,  any
underwriter  and  any  other  stockholder  selling  securities  pursuant  to the
Registration  Statement  or any of its  directors  or officers or any person who
controls such  stockholder or underwriter  within the meaning of the 1933 Act or
the  1934  Act  (collectively  and  together  with  an  Indemnified  Person,  an
"INDEMNIFIED PARTY"), against any Claim to which any of them may become subject,
under the 1933 Act, the 1934 Act or otherwise,  insofar as such Claim arises out
of or is based upon any Violation by such  Investor,  in each case to the extent
(and only to the extent)  that such  Violation  occurs in  reliance  upon and in
conformity  with written  information  furnished to the Company by such Investor
expressly for use in connection with such Registration Statement; and subject to
Section 6(c) such Investor will reimburse any legal or other expenses  (promptly
as such  expenses are incurred and are due and payable)  reasonably  incurred by
them in connection  with  investigating  or defending any such Claim;  provided,
however,  that the indemnity  agreement



                                       12
<PAGE>

contained in this Section 6(b) shall not apply to amounts paid in  settlement of
any Claim if such  settlement is effected  without the prior written  consent of
such  Investor,  which consent  shall not be  unreasonably  withheld;  provided,
further,  however,  that the  Investor  shall be  liable  under  this  Agreement
(including  this  Section  6(b) and  Section 7) for only that amount as does not
exceed the net proceeds to such Investor as a result of the sale of  Registrable
Securities pursuant to such Registration Statement.  Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of
such  Indemnified  Party and  shall  survive  the  transfer  of the  Registrable
Securities by the Investors pursuant to Section 9.  Notwithstanding  anything to
the contrary contained herein, the  indemnification  agreement contained in this
Section 6(b) with respect to any preliminary  prospectus  shall not inure to the
benefit of any Indemnified Party if the untrue statement or omission of material
fact contained in the preliminary  prospectus was corrected on a timely basis in
the prospectus, as then amended or supplemented.

            c. Promptly  after receipt by an  Indemnified  Person or Indemnified
Party  under  this  Section  6 of  notice  of the  commencement  of  any  action
(including any  governmental  action),  such  Indemnified  Person or Indemnified
Party  shall,  if a  Claim  in  respect  thereof  is  to  be  made  against  any
indemnifying  party under this  Section 6, deliver to the  indemnifying  party a
written notice of the commencement  thereof,  and the  indemnifying  party shall
have the right to participate in, and, to the extent the  indemnifying  party so
desires,  jointly with any other indemnifying party similarly noticed, to assume
control  of the  defense  thereof  with  counsel  mutually  satisfactory  to the
indemnifying  party and the Indemnified  Person or the Indemnified Party, as the
case may be; provided,  however, that an Indemnified Person or Indemnified Party
shall have the right to retain its own counsel  with the fees and expenses to be
paid by the  indemnifying  party,  if,  in the  reasonable  opinion  of  counsel
retained by the indemnifying  party, the  representation  by such counsel of the
Indemnified  Person or  Indemnified  Party and the  indemnifying  party would be
inappropriate  due to actual  or  potential  differing  interests  between  such
Indemnified  Person or Indemnified Party and any other party represented by such
counsel  in such  proceeding.  The  indemnifying  party  shall  pay for only one
separate legal counsel for the Indemnified  Persons or the Indemnified  Parties,
as applicable,  and such legal counsel shall be selected by Investors  holding a
majority-in-interest  of the Registrable Securities included in the Registration
Statement   to   which   the   Claim   relates   (with   the   approval   of   a
majority-in-interest of the Initial Investors), if the Investors are entitled to
indemnification  hereunder,  or the  Company,  if the  Company  is  entitled  to
indemnification  hereunder, as applicable. The failure to deliver written notice
to the  indemnifying  party within a reasonable time of the  commencement of any
such action shall not relieve such  indemnifying  party of any  liability to the
Indemnified  Person or  Indemnified  Party  under this  Section 6, except to the
extent  that the  indemnifying  party is actually  prejudiced  in its ability to
defend such action. The indemnification required by this Section 6 shall be made
by  periodic   payments  of  the  amount   thereof  during  the  course  of  the
investigation or defense, as such expense, loss, damage or liability is incurred
and is due and payable.

        7. CONTRIBUTION.

        To the extent any indemnification by an indemnifying party is prohibited
or  limited  by  law,  the  indemnifying   party  agrees  to  make  the  maximum
contribution  with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; provided,  however, that
(i) no contribution shall be made under  circumstances where



                                       13
<PAGE>

the  maker  would  not have  been  liable  for  indemnification  under the fault
standards  set forth in  Section  6, (ii) no  seller of  Registrable  Securities
guilty of fraudulent  misrepresentation  (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to  contribution  from any seller of Registrable
Securities who was not guilty of such  fraudulent  misrepresentation,  and (iii)
contribution  (together with any indemnification or other obligations under this
Agreement) by any seller of Registrable Securities shall be limited in amount to
the net  amount  of  proceeds  received  by such  seller  from  the sale of such
Registrable Securities.

        8. REPORTS UNDER THE 1934 ACT.

        With a view to making  available to the  Investors  the benefits of Rule
144  promulgated  under the 1933 Act or any other  similar rule or regulation of
the SEC that may at any time  permit the  investors  to sell  securities  of the
Company to the public without registration ("RULE 144"), the Company agrees to:

            a. make and keep public  information  available,  as those terms are
understood and defined in Rule 144;

            b.  file  with the SEC in a timely  manner  all  reports  and  other
documents required of the Company under the 1933 Act and the 1934 Act so long as
the Company  remains  subject to such  requirements  (it being  understood  that
nothing herein shall limit the Company's  obligations  under Section 4(c) of the
Securities  Purchase  Agreement)  and the  filing  of  such  reports  and  other
documents is required for the applicable provisions of Rule 144; and

            c.  furnish  to  each   Investor  so  long  as  such  Investor  owns
Registrable  Securities,  promptly upon request,  (i) a written statement by the
Company that it has complied  with the reporting  requirements  of Rule 144, the
1933 Act and the 1934 Act,  (ii) a copy of the most recent  annual or  quarterly
report of the  Company  and such other  reports  and  documents  so filed by the
Company,  and (iii) such other  information  as may be  reasonably  requested to
permit  the  Investors  to sell such  securities  pursuant  to Rule 144  without
registration.

        9. ASSIGNMENT OF REGISTRATION RIGHTS.

        The rights under this Agreement shall be automatically assignable by the
Investors to any transferee of all or any portion of Registrable  Securities if:
(i) the  Investor  agrees in writing with the  transferee  or assignee to assign
such rights,  and a copy of such  agreement is furnished to the Company within a
reasonable time after such assignment,  (ii) the Company is, within a reasonable
time after such transfer or assignment, furnished with written notice of (a) the
name and address of such  transferee or assignee,  and (b) the  securities  with
respect to which such  registration  rights are being  transferred  or assigned,
(iii)  following  such transfer or assignment,  the further  disposition of such
securities by the  transferee  or assignee is restricted  under the 1933 Act and
applicable  state  securities  laws,  (iv) at or  before  the time  the  Company
receives the written notice  contemplated  by clause (ii) of this sentence,  the
transferee or assignee  agrees in writing with the Company to be bound by all of
the provisions  contained herein,  and (v) such transfer shall have been made in
accordance  with  the  applicable   requirements  of  the  Securities   Purchase
Agreement.



                                       14
<PAGE>

        10. AMENDMENT OF REGISTRATION RIGHTS.

        Provisions of this Agreement may be amended and the  observance  thereof
may  be  waived  (either  generally  or  in a  particular  instance  and  either
retroactively or prospectively),  only with written consent of the Company, each
of the  Initial  Investors  (to the  extent  such  Initial  Investor  still owns
Registrable  Securities)  and  Investors  who hold a  majority  interest  of the
Registrable Securities. Any amendment or waiver effected in accordance with this
Section 10 shall be binding upon each Investor and the Company.

        11. MISCELLANEOUS.

            a. A person  or  entity  is  deemed  to be a holder  of  Registrable
Securities  whenever  such  person or entity  owns of  record  such  Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two or more  persons  or  entities  with  respect  to the  same
Registrable  Securities,  the Company shall act upon the basis of  instructions,
notice  or  election  received  from the  registered  owner of such  Registrable
Securities.

            b. Any  notices  required or  permitted  to be given under the terms
hereof shall be sent by certified or registered mail (return receipt  requested)
or delivered personally or by courier (including a recognized overnight delivery
service) or by facsimile and shall be effective  five days after being placed in
the mail,  if  mailed by  regular  U.S.  mail,  or upon  receipt,  if  delivered
personally or by courier (including a recognized  overnight delivery service) or
by  facsimile,  in each  case  addressed  to a  party.  The  addresses  for such
communications shall be:

                    If to the Company:

                    Summus, Inc.
                    434 Fayetteville Street, Suite 600
                    Raleigh, North Carolina  27601
                    Attention:       Gary E. Ban, Chief Executive Officer
                    Telephone:       919-807-5611
                    Facsimile:       919-807-5601

                    With copy to:

                    Summus, Inc.
                    434 Fayetteville Street, Suite 600
                    Raleigh, North Carolina  27601
                    Attention:       Donald T. Locke, CFO and General Counsel
                    Telephone:       919-807-5623
                    Facsimile:       919-807-5601

If to an Investor:  to the address set forth  immediately  below such Investor's
name on Exhibit A to the Securities Purchase  Agreement,  with a copy to counsel
for  such  Investor  as  set  forth  on  Exhibit  A to the  Securities  Purchase
Agreement.



                                       15
<PAGE>

            c.  Failure of any party to exercise  any right or remedy under this
Agreement or otherwise,  or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

This Agreement  shall be enforced,  governed by and construed in accordance with
the laws of the  State  of  Delaware  applicable  to  agreements  made and to be
performed  entirely  within such State.  In the event that any provision of this
Agreement is invalid or  unenforceable  under any applicable  statute or rule of
law, then such provision  shall be deemed  inoperative to the extent that it may
conflict  therewith and shall be deemed modified to conform with such statute or
rule of law. Any provision hereof which may prove invalid or unenforceable under
any law shall not affect the validity or  enforceability  of any other provision
hereof.  The parties hereto hereby submit to the exclusive  jurisdiction  of the
United  States  Federal  Courts  located in Delaware with respect to any dispute
arising  under this  Agreement  or the  transactions  contemplated  hereby.  THE
PARTIES HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,  DEMAND,
ACTION OR CAUSE OF ACTION  ARISING UNDER THIS  AGREEMENT OR IN ANY WAY CONNECTED
WITH OR RELATED OR  INCIDENTAL  TO THE  DEALINGS OF THE PARTIES  WITH RESPECT TO
THIS AGREEMENT,  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.

            d. This Agreement and the Securities  Purchase Agreement  (including
all schedules and exhibits  thereto)  constitute the entire  agreement among the
parties hereto with respect to the subject matter hereof and thereof.  There are
no  restrictions,  promises,  warranties or  undertakings,  other than those set
forth or referred  to herein and  therein.  This  Agreement  and the  Securities
Purchase Agreement  supersede all prior agreements and understandings  among the
parties hereto with respect to the subject matter hereof and thereof.

            e. Subject to the  requirements of Section 9 hereof,  this Agreement
shall inure to the benefit of and be binding upon the  successors and assigns of
each of the parties hereto.

            f. The headings in this  Agreement are for  convenience of reference
only and shall not limit or otherwise affect the meaning hereof.

            g. This Agreement may be executed in two or more counterparts,  each
of which shall be deemed an original but all of which shall  constitute  one and
the same agreement.  This Agreement,  once executed by a party, may be delivered
to the other party hereto by facsimile  transmission of a copy of this Agreement
bearing the signature of the party so delivering this Agreement.

            h.  Each  party  shall  do and  perform,  or  cause  to be done  and
performed,  all such further acts and things,  and shall execute and deliver all
such other  agreements,  certificates,



                                       16
<PAGE>

instruments and documents, as the other party may reasonably request in order to
carry out the intent and  accomplish  the  purposes  of this  Agreement  and the
consummation of the transactions contemplated hereby.

            i. Except as  otherwise  provided  herein,  all  consents  and other
determinations  to be made by the Investors  pursuant to this Agreement shall be
made by Investors holding a majority of the Registrable  Securities,  determined
as if the all of the Debentures  then  outstanding  have been converted into for
Registrable Securities.

            j. The  language  used in this  Agreement  will be  deemed to be the
language  chosen by the parties to express their mutual intent,  and no rules of
strict construction will be applied against any party.

        12. INDEPENDENT NATURE OF INVESTORS.

            a. The Company  acknowledges  that the  obligations of the Investors
under  this  Agreement,  the  Purchase  Agreement,  the  Warrants  and any other
document entered into in connection with this Agreement, the Securities Purchase
Agreement,  the Warrants and the  transactions  contemplated  hereby and thereby
(the  "TRANSACTION  Documents") are several and not joint, and no Investor shall
be  responsible in any way for the  performance of the  obligations of any other
Investor under the Transaction Documents.  The decision of each of the Investors
to purchase  Securities  pursuant to the Securities  Purchase Agreement has been
made by each Investor  independently of any other Investor and  independently of
any information,  materials, statements or opinions as to the business, affairs,
operations, assets, properties,  liabilities,  results of operations,  condition
(financial  or  otherwise)  or prospects  of the Company or of the  Subsidiaries
which may have made or given by any other  Investor  or by any agent or employee
of any other Investor and, as between the  Investors,  no Investor or any of its
agents or employees  shall have any liability to any other Investor  relating to
or arising from any such  information,  materials,  statements or opinions.  The
Company  further   acknowledges   that  nothing  contained  in  the  Transaction
Documents,  and no action  taken by the  Investors  pursuant  hereto or thereto,
shall be deemed to constitute the Investors as a partnership,  an association, a
joint  venture  or any other kind of entity,  or create a  presumption  that the
Investors  are in any way acting in  concert or as a group with  respect to such
obligations or the transactions contemplated hereby. Each of the Investors shall
be entitled to independently  protect and enforce its rights,  including without
limitation,  the  rights  arising  out of  this  Agreement  or out of the  other
Transaction  Documents,  and it shall not be  necessary  for any  Investor to be
joined as an additional party in any proceeding for such purpose.

        b. The Investors have been represented by their own respective  separate
legal counsel in their review and negotiation of the Transaction Documents.  For
reasons of administrative  convenience only, at the request of the Company,  the
Investors  and their  respective  counsel  have chosen to  communicate  with the
Company  through Ballard Spahr Andrews & Ingersoll,  LLP,  counsel to one of the
Investors.  Such counsel does not represent any of the other  Investors and each
other  Investor  has  retained  its own legal  counsel  in  connection  with the
negotiation  and  review  of the  Transaction  Documents.  Also for  reasons  of
administrative  convenience  only,  the  Company  has  elected  to  provide  the
Investors with the Transaction  Documents for the convenience of the Company and
not because it was required



                                       17
<PAGE>

or  requested  to do so by the  Investors.  The Company  acknowledges  that such
procedure  with  respect  to  the  Transaction  Documents  in no way  creates  a
presumption  that the  Investors  are in any way acting in concert or as a group
with  respect to the  Transaction  Documents  or the  transactions  contemplated
hereby or thereby.











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<PAGE>



         IN WITNESS WHEREOF,  the Company and the undersigned  Initial Investors
have  caused  this  Agreement  to be duly  executed  as of the date first  above
written.



                                     SUMMUS, INC.



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


                                     RHP MASTER FUND, LTD.
                                     By:  Rock Hill Investment Management, L.P.
                                             By:  RHP General Partner, LLC



                                     By:   /s/ Keith S. Marlowe
                                        ---------------------------------------
                                           Keith S. Marlowe
                                           Director


                                     LAP SUMMUS HOLDINGS, LLC



                                     By:  /s/ David J. Berkman
                                        ---------------------------------------
                                           David J. Berkman
                                           Managing Partner