EXHIBIT 4.9


                               SECURITY AGREEMENT


        SECURITY AGREEMENT (this "Agreement"), dated as of November 18, 2005, by
and among Summus, Inc., a Delaware corporation (the "Company"),  and the secured
parties signatory hereto and their respective endorsees, transferees and assigns
(collectively,  the  "Secured  Party").  If the  Secured  Party  consists of two
entities, then these entities shall act jointly when exercising any rights under
this Agreement, and if the Secured Party consists of more than two entities, any
rights of the Secured  Party under this  Agreement  shall be exercised  upon the
action of Secured  Parties  holding a majority  of the  principal  amount of the
Debentures (as defined below) held by such entities.

                              W I T N E S S E T H:

        WHEREAS,  pursuant to a Securities  Purchase  Agreement,  dated the date
hereof,  between Company and the Secured Party (the "Purchase  Agreement"),  the
Company  has  agreed to issue to the  Secured  Party and the  Secured  Party has
agreed to  purchase  from the Company the 6% Senior  Secured  Debentures  in the
aggregate  original  principal  amount  of  $8,000,000  (the  "Debentures").  In
connection  therewith,  Company shall issue to the Secured Party and the Secured
Party shall acquire certain  warrants to purchase Common Stock (the  "Warrants")
as set forth in the Purchase Agreement; and

        WHEREAS, in order to induce the Secured Party to purchase the Debentures
and the Warrants, Company has agreed to execute and deliver to the Secured Party
this  Agreement  for the benefit of the Secured Party and to grant to it a first
priority  security  interest in certain property of Company to secure the prompt
payment, performance and discharge in full of all of Company's obligations under
the Debentures and exercise and discharge in full of Company's obligations under
the Warrants.

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

        1. Certain Definitions.  As used in this Agreement,  the following terms
shall  have  the  meanings  set  forth in this  Section  1.  Terms  used but not
otherwise  defined in this  Agreement  that are  defined in Article 9 of the UCC
shall have the respective meanings given such terms in Article 9 of the UCC.

            (a) "Collateral"  means the collateral in which the Secured Party is
granted a security  interest  by this  Agreement  and which  shall  include  the
following,  whether presently owned or existing or hereafter  acquired or coming
into existence,  and all additions and accessions  thereto and all substitutions
and  replacements  thereof,  and all  proceeds,  products and




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accounts thereof,  including,  without limitation, all proceeds from the sale or
transfer of the  Collateral  and of insurance  covering the same and of any tort
claims in connection therewith:

                        (i)  All  Goods  of  the  Company,  including,   without
            limitations,  all machinery,  equipment,  computers, motor vehicles,
            trucks,  tanks, boats,  ships,  appliances,  furniture,  special and
            general tools, fixtures,  test and quality control devices and other
            equipment of every kind and nature and wherever  situated,  together
            with all documents of title and documents representing the same, all
            additions and accessions thereto,  replacements  therefor, all parts
            therefor, and all substitutes for any of the foregoing and all other
            items used and useful in connection  with the  Company's  businesses
            and all improvements thereto; and

                        (ii) All Inventory of the Company; and

                        (iii) All of the Company's  contract  rights and general
            intangibles,  including,  without  limitation,  all water contracts,
            partnership   interests,   stock  or  other  securities,   licenses,
            distribution and other  agreements,  computer  software  development
            rights,   leases,   franchises,   customer  lists,  quality  control
            procedures, grants and rights, goodwill,  trademarks, service marks,
            trade styles, trade names, patents, patent applications, copyrights,
            deposit accounts, and income tax refunds; and

                        (iv) All Accounts of the Company including all insurance
            proceeds, and rights to refunds or indemnification whatsoever owing,
            together with all instruments,  all documents of title  representing
            any of the  foregoing,  all  rights  in  any  merchandising,  goods,
            equipment,  motor  vehicles  and  trucks  which  any of the same may
            represent,  and all  right,  title,  security  and  guaranties  with
            respect to each Account, including any right of stoppage in transit;

                        (v) All of the Company's documents, instruments, chattel
            paper,  investment  property,  deposit  accounts,   letter-of-credit
            rights,  supporting  obligations,  files, records, books of account,
            business papers and computer programs and the products; and

                        (vi) To the extent not listed above, the proceeds of all
            of the foregoing Collateral set forth in clauses (i)-(v) above.

            (b)  "Company"   means,   collectively,   Company  and  all  of  the
subsidiaries  of Company,  a list of which is contained  in Exhibit A,  attached
hereto.

            (c)  "Material  Adverse  Effect" shall have the meaning set forth in
the Purchase Agreement.

            (d) "Obligations" means all of the Company's  obligations under this
Agreement, the Purchase Agreement and the Debentures,  in each case, whether now
or hereafter existing, voluntary or involuntary, direct or indirect, absolute or
contingent, liquidated or unliquidated, whether or not jointly owed with others,
and  whether  or not from  time to time  decreased  or  extinguished  and  later
decreased,  created or incurred,  and all or any portion of such



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obligations or liabilities  that are paid, to the extent all or any part of such
payment is avoided or recovered directly or indirectly from the Secured Party as
a  preference,  fraudulent  transfer or  otherwise  as such  obligations  may be
amended, supplemented, converted, extended or modified from time to time.

            (e) "UCC" means the Uniform  Commercial Code, as currently in effect
in the State of Delaware.

        2. Grant of Security Interest. As an inducement for the Secured Party to
purchase  the  Debentures  and  to  secure  the  complete  and  timely  payment,
performance  and  discharge  in  full,  as  the  case  may  be,  of  all  of the
Obligations, the Company hereby, pledges, grants and hypothecates to the Secured
Party, a continuing first priority security interest in, a continuing lien upon,
an  unqualified  right to possession  and  disposition of and a right of set-off
against,  in each  case  to the  fullest  extent  permitted  by law,  all of the
Company's right,  title and interest of whatsoever kind and nature in and to the
Collateral  (the "Security  Interest").  The Company shall take all such actions
requested  by the Secured  Party so as to maintain  the  Security  Interest as a
valid and  perfected  first  priority  security  interest in the  Collateral  in
accordance with the terms and conditions of this Agreement.

        3. Representations, Warranties, Covenants and Agreements of the Company.
The Company  represents  and warrants  to, and  covenants  and agrees with,  the
Secured Party as follows:

            (a) The  Company  represents  and  warrants  that it has no place of
business or offices where its  respective  books of account and records are kept
(other than  temporarily  at the offices of its  attorneys  or  accountants)  or
places where  Collateral is stored or located,  except as set forth on Exhibit B
attached hereto.

            (b) The Company is the sole owner of the Collateral,  free and clear
from encumbrances,  and is free from any other liens which would have a Material
Adverse Effect and is fully authorized to grant the Security  Interest in and to
pledge the  Collateral.  Except for the financing  statements  filed pursuant to
this  Agreement,  there  is not on  file  with  any  governmental  authority  an
effective financing  statement,  security agreement,  license or transfer or any
notice of any of the foregoing  covering or affecting any of the Collateral.  So
long as this  Agreement  shall be in effect,  the Company  shall not execute and
shall not  knowingly  permit to be on file in any such office or agency any such
financing statement or other document or instrument,  except to the extent filed
or  recorded  in  favor  of the  Secured  Party  pursuant  to the  terms of this
Agreement.

            (c)  No  part  of  the   Collateral   has  been  judged  invalid  or
unenforceable.  No written claim has been  received  that any  Collateral or the
Company's use of any  Collateral  violates the rights of any third party.  There
has been no adverse  decision to the Company's  claim of ownership  rights in or
exclusive  rights to use the Collateral in any  jurisdiction or to the Company's
right to keep and maintain such  Collateral in full force and effect,  and there
is no proceeding  involving said rights pending or, to the Company's  knowledge,
threatened before any court, judicial body, administrative or regulatory agency,
arbitrator or other governmental authority.



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            (d) The Company shall at all times maintain its books of account and
records  relating to the  Collateral at its principal  place of business and its
Collateral at the  locations set forth on Exhibit B attached  hereto and may not
relocate  such books of account  and records or  tangible  Collateral  unless it
delivers to the Secured  Party at least ten (10) days prior to such  relocation,
written notice of such  relocation  and the new location  thereof (which must be
within the United States).

            (e) The Company  shall  notify the  Secured  Party at least ten (10)
days in advance of any change in the state of  incorporation or formation or any
change in the  Company's  name(s) and the Company  shall  provide  evidence that
appropriate  financing  statements and other necessary documents have been filed
and recorded and other steps have been taken to perfect the Security Interest to
create in favor of the Secured Party valid,  perfected and  continuing  liens in
the  Collateral,  to the extent the Security  Interest in the  Collateral can be
perfected by making such filings.

            (f) This  Agreement  creates in favor of the  Secured  Party a valid
security interest in the Collateral  securing the payment and performance of the
Obligations and, upon making the filings described in the immediately  following
sentence,  a perfected  security interest in such Collateral,  to the extent the
Security  Interest in the  Collateral  can be perfected by making such  filings.
Except for the filing of financing  statements  on Form UCC-1 under the UCC with
the  jurisdictions  indicated on Exhibit C, attached hereto, no authorization or
approval of or filing with or notice to any  governmental  authority is required
either  (i) for the  grant by the  Company  of,  or the  effectiveness  of,  the
Security Interest granted hereby or for the execution,  delivery and performance
of this  Agreement by the Company or (ii) for the  perfection  of or exercise by
the Secured Party of its rights and remedies hereunder to the extent such rights
and  remedies  with  respect to the  Collateral  can be perfected by making such
filings.

            (g) The Company shall take all such actions requested by the Secured
Party so as to maintain the liens and Security  Interest  provided for hereunder
as valid and perfected  liens and security  interests in the Collateral in favor
of the Secured Party until this  Agreement and the Security  Interest  hereunder
shall terminate  pursuant to Section 11. The Company hereby agrees to defend the
same against any and all persons.  The Company  shall  safeguard and protect all
Collateral for the account of the Secured  Party.  At the request of the Secured
Party, the Company will deliver to the Secured Party at any time or from time to
time  one or more  Financing  Statements  pursuant  to the  UCC  (or  any  other
applicable  statute) in form  reasonably  satisfactory  to the Secured Party and
will pay the cost of filing the same in all public offices  wherever  filing is,
or is deemed by the Secured  Party to be,  necessary  or desirable to effect the
rights and obligations  provided for herein.  Without limiting the generality of
the foregoing, the Company shall pay all fees, taxes and other amounts necessary
to maintain the Collateral and the Security Interest hereunder,  and the Company
shall  obtain and furnish to the Secured  Party from time to time,  upon demand,
such releases and/or subordinations of claims and liens which may be required to
maintain the priority of the Security Interest hereunder.

            (h) The Company hereby  authorizes the Secured Party to file any UCC
financing or continuation  statement without the signature of the Company to the
extent permitted by applicable law, including, but not limited to, a filing of a
Form  UCC-1  financing  statement  with  an  "all  assets"  description  for the
Collateral  description.  The Company hereby  ratifies



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any filing by the Secured Party of financing statements prior to the date hereof
with  respect  to the  Collateral.  A  carbon,  photographic,  facsimile  or any
reproduction  of this  Security  Agreement  shall be  sufficient  as a financing
statement for filing in any jurisdiction.

            (i) The Company will not sell, lease, transfer, or otherwise dispose
of any of the  Collateral or create,  incur,  assume or suffer to exist any lien
upon any of the  Collateral,  except as otherwise  permitted  under the Purchase
Agreement, without the prior written consent of the Secured Party.

            (j) The Company  shall keep and  preserve its Goods,  Inventory  and
other tangible Collateral in good working order and condition in accordance with
good business practices  customary in the Company's industry reasonable wear and
tear excepted and shall not operate or locate any such  Collateral  (or cause to
be operated or located) in any area excluded from insurance coverage.

            (k) The Company shall,  within ten (10) days of obtaining  knowledge
thereof,  advise the  Secured  Party  promptly,  in  sufficient  detail,  of any
substantial  change in the Collateral,  and of the occurrence of any event which
would have a Material  Adverse  Effect on the value of the  Collateral or on the
Secured Party's security interest therein.

            (l) The Company  shall  promptly  execute and deliver to the Secured
Party such further deeds, mortgages, assignments, security agreements, financing
statements or other instruments, documents, certificates and assurances and take
such  further  action as the  Secured  Party  may from  time to time  reasonably
request and may in its sole  discretion  deem  necessary to perfect,  protect or
enforce its security interest in the Collateral  including,  without limitation,
the execution and delivery of a separate security  agreement with respect to the
Company's intellectual property  ("Intellectual Property Security Agreement") in
which  the  Secured  Party  has been  granted  a  security  interest  hereunder,
substantially  in a form  acceptable to the Secured  Party,  which  Intellectual
Property Security Agreement,  other than as stated therein,  shall be subject to
all of the terms and conditions hereof. Where Collateral is in the possession of
a third  party,  the Company will join with the Secured  Party in notifying  the
third  party  of  the  Secured  Party's  security   interest  and  obtaining  an
acknowledgement  from the third party that it is holding the  Collateral for the
benefit of the  Secured  Party as may be  reasonably  requested  by the  Secured
Party.  The Company will use  reasonable  efforts to cooperate  with the Secured
Party in obtaining control with respect to Collateral  consisting of (i) deposit
accounts;  (ii) investment  property;  (iii)  letter-of-credit  rights; and (iv)
electronic chattel paper.

            (m) The Company shall permit the Secured Party and its employees and
agents to inspect the Collateral during regular business hours and upon at least
twenty-four  (24) hours  prior  written  notice,  and to make  copies of records
pertaining to the Collateral, all in accordance with the Purchase Agreement.

            (n)  The  Company  will  take  all  steps  reasonably  necessary  to
diligently pursue and seek to preserve,  enforce and collect any rights, claims,
causes of action and accounts receivable in respect of the Collateral.



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            (o) The Company  shall  promptly,  and in any case,  in no less than
five (5) days, notify the Secured Party in sufficient detail upon becoming aware
of any attachment,  garnishment, execution or other legal process levied against
any  Collateral  and of any other  information  received by the Company that may
have a Material Adverse Effect on the Collateral,  the Security  Interest or the
rights and remedies of the Secured Party hereunder.

            (p) All information heretofore,  herein or hereafter supplied to the
Secured  Party by or on behalf of the Company with respect to the  Collateral is
accurate and complete in all material respects as of the date furnished.

            (q)  Exhibit  A  attached  hereto  contains  a  list  of  all of the
subsidiaries  of Company.  The Company shall notify the Secured Party as soon as
practicable  after  acquiring or creating a new  subsidiary,  and cause such new
subsidiary which is a domestic  subsidiary to execute and deliver to the Secured
Party joinders to this Agreement,  any Intellectual Property Security Agreement,
and any other  documents as may be reasonably  requested by the Secured Party in
form and substance  satisfactory to the Company to which such  subsidiary  shall
grant a security  interest  to the  Secured  Party in its  assets as  additional
Collateral for the Obligations.

        4. Defaults. The following events shall be "Events of Default":

            (a) The  occurrence  of an Event of  Default as defined in and under
the Debentures;

            (b) Any  representation or warranty of the Company in this Agreement
or in the  Intellectual  Property  Security  Agreement  shall prove to have been
incorrect  and the subject of that breach of  representation  or warranty  has a
Material Adverse Effect (as defined in the Purchase Agreement) on or as the date
made or deemed made;

            (c) The  failure by the  Company  to  observe or perform  any of its
obligations  hereunder or in the Intellectual  Property  Security  Agreement for
fifteen  (15) days after  receipt by the Company of notice of such  failure from
the Secured Party; and

            (d) Any breach of, or default  under,  the  Warrants or the Purchase
Agreement.

        5. Duty To Hold In Trust.  Upon the  occurrence  of any Event of Default
and at any  time  thereafter,  the  Company  shall,  upon  receipt  by it of any
revenue, income or other sums subject to the Security Interest,  whether payable
pursuant to the  Debentures or  otherwise,  or of any check,  draft,  Debenture,
trade  acceptance or other  instrument  evidencing an obligation to pay any such
sum,  hold the same in trust for the Secured Party and shall  forthwith  endorse
and transfer any such sums or  instruments,  or both,  to the Secured  Party for
application to the satisfaction of the Obligations.

        6. Rights and Remedies  Upon  Default.  Upon  occurrence of any Event of
Default and at any time  thereafter,  the Secured  Party shall have the right to
exercise all of the remedies conferred  hereunder and under the Debentures,  and
the  Secured  Party shall have all the rights and  remedies  of a secured  party
under the UCC and/or any other applicable law (including the Uniform  Commercial
Code of any  jurisdiction  in which any  Collateral  is then  located).  Without
limitation, the Secured Party shall have the following rights and powers:



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            (a) The Secured Party shall have the right to take possession of the
Collateral  and, for that  purpose,  enter,  with the aid and  assistance of any
person,  any premises where the  Collateral,  or any part thereof,  is or may be
placed and remove the same,  and the Company shall  assemble the  Collateral and
make it available to the Secured  Party at places which the Secured  Party shall
reasonably  select,  whether at the Company's  premises or  elsewhere,  and make
available to the Secured Party,  without rent,  all of the Company's  respective
premises and facilities  for the purpose of the Secured Party taking  possession
of, removing or putting the Collateral in saleable or disposable form.

            (b) The Secured  Party shall have the right to operate the  business
of the Company using the  Collateral  and shall have the right to assign,  sell,
lease or otherwise dispose of and deliver all or any part of the Collateral,  at
public or private sale or otherwise,  either with or without special  conditions
or stipulations, for cash or on credit or for future delivery, in such parcel or
parcels  and at such time or times and at such  place or  places,  and upon such
terms and conditions as the Secured Party may deem commercially reasonable,  all
without (except as shall be required by applicable statute and cannot be waived)
advertisement  or demand upon or notice to the Company or right of redemption of
the Company,  which are hereby  expressly  waived.  Upon each such sale,  lease,
assignment  or other  transfer  of  Collateral,  the Secured  Party may,  unless
prohibited by applicable law which cannot be waived, purchase all or any part of
the Collateral being sold, free from and discharged of all trusts, claims, right
of redemption and equities of the Company, which are hereby waived and released.

        7.  Applications  of Proceeds.  The proceeds of any such sale,  lease or
other  disposition of the Collateral  hereunder  shall be applied first,  to the
expenses of retaking,  holding,  storing,  processing  and  preparing  for sale,
selling, and the like (including,  without limitation, any taxes, fees and other
costs  incurred in connection  therewith) of the  Collateral,  to the reasonable
attorneys'  fees and expenses  incurred by the Secured  Party in  enforcing  its
rights hereunder and in connection with collecting, storing and disposing of the
Collateral,  and then to satisfaction of the Obligations,  and to the payment of
any other  amounts  required by  applicable  law,  after which the Secured Party
shall pay to the  Company any surplus  proceeds.  If, upon the sale,  license or
other  disposition of the Collateral,  the proceeds  thereof are insufficient to
pay all amounts to which the Secured Party is legally entitled, the Company will
be liable for the deficiency, together with interest thereon, at the rate of 12%
per  annum  (the  "Default  Rate"),  and the  reasonable  fees of any  attorneys
employed  by the  Secured  Party  to  collect  such  deficiency.  To the  extent
permitted by applicable law, the Company waives all claims,  damages and demands
against the Secured Party arising out of the repossession, removal, retention or
sale of the Collateral, unless due to the gross negligence or willful misconduct
of the Secured Party.

        8. Costs and Expenses. The Company agrees to pay all out-of-pocket fees,
costs and expenses  incurred in connection with any filing  required  hereunder,
including without limitation, any financing statements, continuation statements,
partial releases and/or  termination  statements related thereto or any expenses
of any searches reasonably required by the Secured Party. The Company shall also
pay all other claims and charges which in the reasonable  opinion of the Secured
Party  might  prejudice,  imperil  or  otherwise  affect the  Collateral  or the
Security  Interest  therein.  The Company  will also,  upon  demand,  pay to the
Secured  Party the  amount of any and all  reasonable  expenses,  including  the
reasonable fees and expenses of its counsel and of any experts and agents, which
the  Secured  Party may incur in  connection  with (i) the



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enforcement of this Agreement,  (ii) the custody or preservation of, or the sale
of, collection from, or other realization upon, any of the Collateral,  or (iii)
the exercise or  enforcement of any of the rights of the Secured Party under the
Debentures.  Until so paid,  any fees  payable  hereunder  shall be added to the
principal amount of the Debentures and shall bear interest at the Default Rate.

        9.  Responsibility  for Collateral.  The Company assumes all liabilities
and responsibility in connection with all Collateral, and the obligations of the
Company  hereunder or under the  Debentures  and the Warrants shall in no way be
affected or  diminished by reason of the loss,  destruction,  damage or theft of
any of the Collateral or its unavailability for any reason.

        10. Security Interest Absolute.  All rights of the Secured Party and all
Obligations  of the  Company  hereunder,  shall be absolute  and  unconditional,
irrespective of: (a) any lack of validity or  enforceability  of this Agreement,
the Purchase  Agreement,  the Debentures,  the Warrants or any agreement entered
into in connection with the foregoing,  or any portion hereof or thereof; (b)any
change in the time,  manner or place of  payment  or  performance  of, or in any
other term of, all or any of the  Obligations,  or any other amendment or waiver
of or any consent to any departure from the Purchase Agreement,  the Debentures,
the  Warrants  or any  other  agreement  entered  into in  connection  with  the
foregoing; (c) any exchange,  release or nonperfection of any of the Collateral,
or any release or amendment or waiver of or consent to departure  from any other
collateral for, or any guaranty,  or any other  security,  for all or any of the
Obligations;  (d) any action by the Secured Party to obtain,  adjust, settle and
cancel in its sole discretion any insurance claims or matters made or arising in
connection  with the  Collateral;  or (e) any  other  circumstance  which  might
otherwise constitute any legal or equitable defense available to the Company, or
a discharge of all or any part of the Security  Interest  granted hereby.  Until
the  Obligations  shall have been paid and performed in full,  the rights of the
Secured Party shall continue even if the  Obligations are barred for any reason,
including,  without  limitation,  the running of the statute of  limitations  or
bankruptcy.  The  Company  expressly  waives  presentment,  protest,  notice  of
protest,  demand, notice of nonpayment and demand for performance.  In the event
that at any time any transfer of any  Collateral or any payment  received by the
Secured Party  hereunder  shall be deemed by final order of a court of competent
jurisdiction to have been a voidable  preference or fraudulent  conveyance under
the bankruptcy or insolvency laws of the United States, or shall be deemed to be
otherwise  due to any party  other than the  Secured  Party,  then,  in any such
event, the Company's  obligations  hereunder shall survive  cancellation of this
Agreement, and shall not be discharged or satisfied by any prior payment thereof
and/or  cancellation  of this  Agreement,  but shall  remain a valid and binding
obligation  enforceable in accordance with the terms and provisions  hereof. The
Company  waives all right to require  the Secured  Party to proceed  against any
other person or to apply any Collateral  which the Secured Party may hold at any
time, or to marshal  assets,  or to pursue any other remedy.  The Company waives
any defense  arising by reason of the  application of the statute of limitations
to any obligation secured hereby.

        11. Term of Agreement.  This  Agreement and the Security  Interest shall
terminate on the date on which all payments under the Debentures  have been made
in full and all other  Obligations  have been paid or discharged,  or earlier in
the event that the  Company (i) enters  into a  financing  transaction  which is
conditioned upon the termination of this Agreement and the Security Interest and
(ii) in connection with such financing transaction, the Company or a third party
delivers to the Secured Party an irrevocable  non-transferable standby letter of
credit, in



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form  reasonably  satisfactory  to the  Secured  Party,  issued  by a bona  fide
financial institution  reasonably  satisfactory to the Secured Party in favor of
the Secured Party in the amount of the then  outstanding  obligations  under the
Debentures,  including principal, interest and all other amounts that may be due
and owing pursuant to the Debentures. Upon such termination,  the Secured Party,
at the request and at the expense of the  Company,  will join in  executing  any
termination statement with respect to any financing statement executed and filed
pursuant  to this  Agreement  and  taking any and all other  actions  reasonably
requested by the Company to terminate the Secured Party's Security  Interest and
release any and all Collateral.

        12. Power of Attorney; Further Assurances.

            (a) The Company  authorizes the Secured Party, and does hereby make,
constitute and appoint it, and its respective  officers,  agents,  successors or
assigns  with full  power of  substitution,  as the  Company's  true and  lawful
attorney-in-fact, with power, in its own name or in the name of the Company, to,
after the  occurrence  and during the  continuance  of an Event of Default,  (i)
endorse any Debentures,  checks,  drafts,  money orders, or other instruments of
payment  (including  payments  payable  under or in  respect  of any  policy  of
insurance)  in respect of the  Collateral  that may come into  possession of the
Secured  Party;  (ii) to sign and endorse  any UCC  financing  statement  or any
invoice, freight or express bill, bill of lading, storage or warehouse receipts,
drafts against  debtors,  assignments,  verifications  and notices in connection
with accounts,  and other documents relating to the Collateral;  (iii) to pay or
discharge taxes,  liens,  security  interests or other  encumbrances at any time
levied  or placed on or  threatened  against  the  Collateral;  (iv) to  demand,
collect,  receipt for,  compromise,  settle and sue for monies due in respect of
the  Collateral;  and (v) generally,  to do, at the option of the Secured Party,
and at the Company's  expense,  at any time, or from time to time,  all acts and
things which the Secured Party deems reasonably  necessary to protect,  preserve
and realize upon the Collateral  and the Security  Interest  granted  therein in
order to effect  the  intent of this  Agreement,  the  Purchase  Agreement,  the
Debentures and the Warrants,  all as fully and  effectually as the Company might
or could do;  and the  Company  hereby  ratifies  all that said  attorney  shall
lawfully  do or cause to be done by virtue  hereof.  This power of  attorney  is
coupled with an interest and shall be irrevocable for the term of this Agreement
and thereafter as long as any of the Obligations shall be outstanding.

            (b)  On  a  continuing  basis,  the  Company  will  make,   execute,
acknowledge,  deliver, file and record, as the case may be, in the proper filing
and recording places in any jurisdiction,  including,  without  limitation,  the
jurisdictions indicated on Exhibit C, attached hereto, all such instruments, and
take all such action as may reasonably be deemed  necessary or advisable,  or as
reasonably  requested by the Secured  Party,  to perfect the  Security  Interest
granted  hereunder  and  otherwise  to carry out the intent and purposes of this
Agreement,  or for assuring  and  confirming  to the Secured  Party the grant or
perfection of a security interest in all the Collateral.

            (c) The Company hereby irrevocably appoints the Secured Party as the
Company's   attorney-in-fact  so  long  as  any  of  the  Obligations  shall  be
outstanding,  with full  authority  in the place and stead of the Company and in
the name of the Company, from time to time in the Secured Party's discretion, to
take any action and to execute any  instrument  which the Secured Party may deem
necessary or advisable to accomplish the purposes of this



                                       9
<PAGE>

Agreement,  including  the  filing,  in its  sole  discretion,  of  one or  more
financing or continuation statements and amendments thereto,  relative to any of
the Collateral without the signature of the Company where permitted by law.

            13.  Notices.  All  notices,   requests,  demands  to  or  upon  the
respective  parties  hereto to be  effective  shall be in writing,  and,  unless
otherwise expressly provided herein,  shall be deemed to have been duly given or
made when delivered by hand, or, in the case of telecopy notice,  when received,
or, in the case of a nationally  recognized  courier  service,  one business day
after delivery to such courier service,  addressed as follows in the case of the
Company  and the  Secured  Party or to such other  address  as may be  hereafter
notified by the respective parties hereto and any future Secured Parties:

                  IF TO THE COMPANY:

                  Summus, Inc.
                  434 Fayetteville Street, Suite 600
                  Raleigh, North Carolina  27601
                  Attention: Chief Executive Officer
                  Telephone:        919-807-5600
                  Facsimile:        919-807-5601

                  With a copy to (which copy shall not constitute  notice to the
Company):

                  Summus, Inc.
                  434 Fayetteville Street, Suite 600
                  Raleigh, North Carolina  27601
                  Attention:  General Counsel
                  Telephone:        919-807-5600
                  Facsimile:        919-807-5601

                  IF TO THE SECURED PARTY:

                  At  the  address  set  forth  on  Exhibit  A to  the  Purchase
Agreement.

                  With a copy to (which copy shall not constitute  notice to the
Secured Party):

                  At  the  address  set  forth  on  Exhibit  A to  the  Purchase
Agreement.

        14.  Other  Security.  To the  extent  that the  Obligations  are now or
hereafter  secured by property  other than the  Collateral or by the  guarantee,
endorsement or property of any other person, firm,  corporation or other entity,
then the Secured Party shall have the right, in its sole discretion,  to pursue,
relinquish,  subordinate,  modify or take any other action with respect thereto,
without in any way modifying or affecting any of the Secured  Party's rights and
remedies hereunder.



                                       10
<PAGE>

        15. Miscellaneous.

            (a) No course of dealing  between the Company and the Secured Party,
nor any failure to  exercise,  nor any delay in  exercising,  on the part of the
Secured Party, any right,  power or privilege  hereunder or under the Debentures
shall operate as a waiver thereof;  nor shall any single or partial  exercise of
any right,  power or  privilege  hereunder or  thereunder  preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.

            (b) All of the rights and remedies of the Secured Party with respect
to the  Collateral,  whether  established  hereby or by the Debentures or by any
other agreements, instruments or documents or by law shall be cumulative and may
be exercised singly or concurrently.

            (c) This Agreement  constitutes the entire  agreement of the parties
with respect to the subject matter hereof and is intended to supersede all prior
negotiations,  understandings  and agreements  with respect  thereto.  Except as
specifically set forth in this Agreement,  no provision of this Agreement may be
modified or amended except by a written agreement specifically referring to this
Agreement and signed by the parties hereto.

            (d)  Any  provision  of  this  Agreement   which  is  prohibited  or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

            (e) No  waiver of any  breach or  default  or any right  under  this
Agreement  shall be  considered  valid unless in writing and signed by the party
giving  such  waiver,  and no such  waiver  shall  be  deemed  a  waiver  of any
subsequent breach or default or right,  whether of the same or similar nature or
otherwise.

            (f) This Agreement shall be binding upon and inure to the benefit of
each party hereto and its successors and assigns; provided that, (i) the Company
may without the Secured Party's consent assign this Agreement in connection with
a  reincorporation  of the Company in another  jurisdiction and (ii) the Secured
Party may assign any rights or obligations hereunder,  in whole or in part, upon
its assignment of any of its rights under the Debentures.

            (g) Each  party  shall take such  further  action  and  execute  and
deliver such further  documents as may be necessary or  appropriate  in order to
carry out the provisions and purposes of this Agreement.

            (h) THIS  AGREEMENT  AND THE RIGHTS AND  OBLIGATIONS  OF THE PARTIES
UNDER THIS  AGREEMENT  SHALL BE GOVERNED BY, AND  CONSTRUED AND  INTERPRETED  IN
ACCORDANCE  WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO ITS
CONFLICTS OF LAWS PRINCIPLES  EXCEPT TO THE EXTENT THAT MANDATORY  CHOICE OF LAW
RULES  UNDER  THE  UCC  RESULTS  IN  THE  APPLICATION  OF  THE  LAW  OF  ANOTHER
JURISDICTION.  EACH OF THE PARTIES  HERETO  IRREVOCABLY  SUBMIT TO THE EXCLUSIVE
JURISDICTION  OF ANY DELAWARE  STATE OR UNITED  STATES



                                       11
<PAGE>

FEDERAL COURT  SITTING IN DELAWARE OVER ANY ACTION OR PROCEEDING  ARISING OUT OF
OR RELATING TO THIS AGREEMENT,  AND THE PARTIES HERETO HEREBY  IRREVOCABLY AGREE
THAT ALL  CLAIMS  IN  RESPECT  OF SUCH  ACTION  OR  PROCEEDING  MAY BE HEARD AND
DETERMINED IN SUCH DELAWARE  STATE OR FEDERAL  COURT.  THE PARTIES  HERETO AGREE
THAT A FINAL  JUDGMENT IN ANY SUCH ACTION OR PROCEEDING  SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER  JURISDICTIONS  BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER  PROVIDED BY LAW. THE PARTIES HERETO FURTHER WAIVE ANY OBJECTION TO VENUE
IN THE STATE OF DELAWARE  AND ANY  OBJECTION TO AN ACTION OR  PROCEEDING  IN THE
STATE OF DELAWARE ON THE BASIS OF FORUM NON CONVENIENS.

            (i) EACH PARTY HERETO HEREBY AGREES TO WAIVE ITS  RESPECTIVE  RIGHTS
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION  BASED  UPON OR  ARISING  OUT OF
THIS AGREEMENT.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL  ENCOMPASSING OF
ANY DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATER
OF THIS AGREEMENT,  INCLUDING WITHOUT LIMITATION  CONTRACT CLAIMS,  TORT CLAIMS,
BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.  EACH PARTY
HERETO  ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY TO
ENTER INTO A BUSINESS  RELATIONSHIP,  THAT EACH PARTY HAS ALREADY RELIED ON THIS
WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH PARTY WILL CONTINUE TO RELY
ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY FURTHER WARRANTS AND
REPRESENTS  THAT IT HAS REVIEWED  THIS WAIVER WITH ITS LEGAL  COUNSEL,  AND THAT
SUCH  PARTY HAS  KNOWINGLY  AND  VOLUNTARILY  WAIVES  ITS RIGHTS TO A JURY TRIAL
FOLLOWING  SUCH  CONSULTATION.   THIS  WAIVER  IS  IRREVOCABLE,   MEANING  THAT,
NOTWITHSTANDING  ANYTHING HEREIN TO THE CONTRARY,  IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT  AMENDMENTS,
RENEWALS AND SUPPLEMENTS OR MODIFICATIONS  TO THIS AGREEMENT.  IN THE EVENT OF A
LITIGATION,  THIS AGREEMENT MAY BE FILED AS A WRITTEN  CONSENT TO A TRIAL BY THE
COURT.

            (j) This  Agreement may be executed by one or more of the parties to
this  Agreement  on any  number  of  separate  counterparts,  and  all  of  said
counterparts  taken  together  shall be  deemed to  constitute  one and the same
instrument.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



<PAGE>




         IN WITNESS  WHEREOF,  the parties  hereto  have  caused  this  Security
Agreement to be duly executed on the day and year 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


<PAGE>



                                    EXHIBIT A
                           SUBSIDIARIES OF THE COMPANY



None


<PAGE>



                                    EXHIBIT B
                              COLLATERAL LOCATIONS



434 Fayetteville Street, Suite 600
Raleigh, North Carolina  27601


<PAGE>



                                    EXHIBIT C
                JURISDICTIONS FOR FILING OF FINANCING STATEMENTS



Delaware