EXHIBIT 4.3





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


                                                                    Right to
                                                                    Purchase
                                                                    _,000,000
                                                                    Units





                               WARRANT (A WARRANT)

         THIS  CERTIFIES  THAT,  for  value  received,   ________________   (the
"Holder") or its registered assigns, is entitled to purchase from Summus,  Inc.,
a Delaware corporation (the "Company"),  at any time or from time to time during
the period specified in Section 2 hereof, ___ Million  (_,000,000) Units for the
purchase price of $2.00 per unit (the "Purchase Price"), each Unit consisting of
(i) one (1) fully paid and  nonassessable  share of the Company's  common stock,
par value $.001 per share (the "Common  Stock"),  and (ii) a warrant to purchase
four-tenths  (4/10) of a share of Common Stock in the form attached  hereto (the
"C-2 Warrant").  The term "Common Shares," as used herein,  refers to the shares
of Common Stock purchasable  pursuant to this Warrant,  but not the C-2 Warrant.
The  number  of Units  purchasable  pursuant  to this  Warrant  are  subject  to
adjustment  as  provided  in Section 4 hereof.  The term  "Warrants"  means this
Warrant and the other warrants issued to the Holder and its affiliates  pursuant
to that certain Securities Purchase  Agreement,  dated November 18, 2005, by and
among the Company  and the Buyers  listed on the  execution  page  thereof  (the
"Purchase Agreement").

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




<PAGE>

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

               (a)  Subject  to  the  provisions  hereof,  this  Warrant  may be
exercised by the Holder,  in whole or in part, by the surrender of this Warrant,
together with a completed  exercise  agreement in the form attached  hereto (the
"Exercise  Agreement"),  to the  Company  during  normal  business  hours on any
business day at the Company's  principal executive offices (or such other office
or agency of the Company as it may designate by notice to the Holder),  and upon
(i) payment to the Company in cash,  by certified  or official  bank check or by
wire transfer for the account of the Company of the Purchase Price for the Units
specified in the Exercise  Agreement.  The Units so purchased shall be deemed to
be issued to the Holder or such holder's  designee,  as the record owner of such
shares, as of the close of business on the date on which this Warrant shall have
been surrendered,  the completed  Exercise  Agreement shall have been delivered,
and  payment  shall have been made for such  shares as set forth  above.  In the
event of any exercise of the rights  represented  by this Warrant in  accordance
with and subject to the terms and conditions hereof, either (i) certificates for
the Common  Shares and the C-2 Warrant  shall be dated the date of such exercise
and delivered to the Holder hereof within a reasonable  time,  not exceeding two
(2) trading  days after such  exercise  or, (ii) only with respect to the Common
Shares,  if the  Company's  transfer  agent  is a  participant  in  the  Deposit
Withdrawal Agent Commission  ("DWAC") system,  the Common Shares shall be issued
and delivered to the Depository Trust Company account on the Holder's behalf via
the DWAC system  within a reasonable  time,  not  exceeding two (2) trading days
after such  exercise  (the date of delivery  pursuant  to (i) or (ii) above,  as
applicable,  being  referred  to herein as the  "Delivery  Date") and the Holder
hereof  shall be deemed for all  purposes to be the holder of the Common  Shares
and  the  C-2  Warrant  so  purchased  as of the  date  of  such  exercise.  The
certificates so delivered shall be in such  denominations as may be requested by
the Holder and shall be registered in the name of the Holder.  In the event that
this Warrant shall have been exercised only in part,  then,  unless this Warrant
has expired,  the Company shall, at its expense, at the time of delivery of such
certificates,  deliver to the holder a new  Warrant  representing  the number of
Units with respect to which this Warrant shall not then have been exercised.

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



                                       2
<PAGE>

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

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

        2. PERIOD OF EXERCISE.  This Warrant is  exercisable at any time or from
time to time on or after the date hereof and shall expire at 5:00 p.m., New York
City time,  one  hundred  fifty (150) days  following  the  Effective  Date (the
"Exercise Period"); provided that on the last



                                       3
<PAGE>

day of the Exercise  Period,  if the Holder pays an  extension  fee of $1.99 per
share (the  "Extension  Fee"),  to the Company in cash, by certified or official
bank check or by wire transfer for the account of the Company  (which  Extension
Fee is  non-refundable),  the Exercise  Period shall be extended for a period of
two (2) years with  respect to that number of Units  determined  by dividing (i)
the aggregate amount of the Extension Fee paid by (ii) $1.99; provided, further,
that if the  Exercise  Period has been  extended  pursuant  to the terms of this
Section 2 upon payment of the Extension Fee to the Company,  the Purchase  Price
per Unit shall thereafter equal $0.01. For purposes of this Warrant,  "Effective
Date" means the date that the Commission declares the Registration Statement (as
defined in the Registration Rights Agreement (as defined in Section 7(a) hereto)
effective.  The Company may cause Holder to exercise this Warrant or forfeit its
right to exercise this Warrant in the event that (a) the average Market Price of
the Common  Stock  exceeds  $4.00 for a period of  twenty-two  (22)  consecutive
trading days,  the Common Stock trades at least 300,000  shares for each trading
day during such  twenty-two  (22) day period and (c) the  Registration  Date has
been  declared  effective  by the  Commission  and sales may continue to be made
thereunder.

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

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

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

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

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



                                       4
<PAGE>

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

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

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

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

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

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



                                       5
<PAGE>

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

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

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

                              (iv) TREATMENT OF EXPIRED  OPTIONS AND UNEXERCISED
               CONVERTIBLE  SECURITIES.  If,  in any case,  the total  number of
               shares of Common Stock  issuable  upon  exercise of any Option or
               upon conversion or exchange of any Convertible Securities is



                                       6
<PAGE>

               not, in fact, issued and the rights to exercise such Option or to
               convert  or  exchange  such  Convertible  Securities  shall  have
               expired or terminated,  the Purchase Price then in effect will be
               readjusted to the Purchase  Price which would have been in effect
               at the time of such  expiration or termination had such Option or
               Convertible  Securities,  to the extent  outstanding  immediately
               prior to such expiration or termination (other than in respect of
               the actual  number of shares of Common Stock issued upon exercise
               or conversion thereof), never been issued.

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

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

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



                                       7
<PAGE>

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

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

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



                                       8
<PAGE>

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

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

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

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

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

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

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

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

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

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



                                       9
<PAGE>

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

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

                  (l) CERTAIN DEFINITIONS.

                                    (i) "COMMON STOCK DEEMED  OUTSTANDING" shall
                  mean the number of shares of Common Stock actually outstanding
                  (not including  shares of Common Stock held in the treasury of
                  the Company),  plus (x) pursuant to Paragraph 4(b)(i) her9eof,
                  the maximum  total number of shares of Common  Stock  issuable
                  upon the exercise of Options,  as of the date of such issuance
                  or  grant  of such  Options,  if  any,  and  (y)  pursuant  to
                  Paragraph  4(b)(ii) hereof, the maximum total number of shares
                  of Common  Stock  issuable  upon  conversion  or  exchange  of
                  Convertible  Securities,  as of the date of  issuance  of such
                  Convertible Securities, if any.

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

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



                                       10
<PAGE>

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

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

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

         7. TRANSFER, EXCHANGE, AND REPLACEMENT OF WARRANT.

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

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

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



                                       11
<PAGE>

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

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

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

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



                                       13
<PAGE>

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

         10. MISCELLANEOUS.

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

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

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





                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



<PAGE>





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

                                                 SUMMUS, INC.



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


                                                 Dated as of November 18, 2005




                                       14
<PAGE>

                           FORM OF EXERCISE AGREEMENT

                                                      Dated:  ________ __, 200_

To:  SUMMUS, INC.

         The  undersigned,  pursuant to the  provisions  set forth in the within
Warrant,  hereby agrees to purchase ________ Units covered by such Warrant,  and
makes  payment  herewith in full therefor at the price per Unit provided by such
Warrant  in cash or by  certified  or  official  bank  check  in the  amount  of
________________________.  Please issue a certificate or  certificates  for such
shares of Common  Stock and a C-2 Warrant or C-2 Warrants in the name of and pay
any cash for any fractional share to:

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

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

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


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

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



<PAGE>


                               FORM OF ASSIGNMENT



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

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




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

Dated:  ________ __, 200_

In the presence of:

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

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

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

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