<PAGE>   1
                                                                    EXHIBIT 2.2

                                ESCROW AGREEMENT

         THIS ESCROW AGREEMENT, dated as of June 29, 1999 (including the
exhibits and schedules attached hereto, this "AGREEMENT"), is by and among
Towne Services, Inc., a Georgia corporation (the "PARENT"), Dan Paul and Allen
Merrill, each in their capacity as a Stockholder Representative (collectively,
the "STOCKHOLDERS' REPRESENTATIVES") and First Union National Bank, a National
Banking Association (the "ESCROW AGENT").

                             W I T N E S S E T H :

         WHEREAS, the Parent, Forseon Corporation, a Delaware corporation (the
"COMPANY") and certain of the stockholders of Company (the "MANAGEMENT
STOCKHOLDERS") have entered into an Agreement and Plan of Merger, dated as of
March 25, 1999 (including the exhibits, annexes, schedules, amendments and
attachments thereto, the "MERGER AGREEMENT"), pursuant to which the Parent has
agreed to acquire all of the capital stock of Company through the merger of TSI
Acquisition One, Inc., a Georgia corporation and wholly-owned subsidiary of
Parent, with and into Company; and

         WHEREAS, it is contemplated under the Merger Agreement that the Parent
will deposit or cause to be deposited into escrow a certificate representing
ten percent (10%) of the Parent Common Stock to be issued in connection with
the Merger (the "ESCROW SHARES") to be held and disbursed by the Escrow Agent
in accordance with this Agreement; and

         WHEREAS, pursuant to the terms of the Merger Agreement the Escrow
Shares are to be held by the Escrow Agent to satisfy any obligation of Company
and the Company Stockholders to indemnify Parent and the Parent Indemnified
Parties under the terms of the Merger Agreement; and

         WHEREAS, the Parent and the Company desire to appoint the Escrow Agent
as escrow agent for the purpose of receiving, holding and distributing the
Escrow Fund (as defined below), and the Escrow Agent is willing to act as the
Escrow Agent subject to and in accordance with the terms and conditions of this
Agreement;

         NOW, THEREFORE, in consideration of the foregoing and the agreements
contained herein, and intending to be legally bound hereby, the parties hereby
agree as follows:

1.       Definitions. Capitalized terms used but not defined herein shall have
         the meanings provided in the Merger Agreement. As used in this
         Agreement, the following terms shall have the following meanings:

         (a)      "Distribution Date" shall mean that date which is one year
                  from the Effective Time of the Merger.

         (b)      "Value Per Share" shall mean the fair market value of a share
                  of Parent Common Stock at the Effective Time of the Merger.


<PAGE>   2

2.       Appointment and Agreement of Escrow Agent. The Parent and the
         Stockholders' Representatives (on behalf of themselves and all Company
         Stockholders) hereby appoint the Escrow Agent to serve as, and the
         Escrow Agent hereby agrees to act as, escrow agent upon the terms and
         conditions of this Agreement.

3.       Establishment of the Escrow Fund.

         (a)      Pursuant to Section 2.1(d) of the Merger Agreement, the
                  Parent shall deliver the Escrow Shares to the Escrow Agent on
                  the date hereof. The Escrow Agent shall hold the Escrow
                  Shares and any and all substitutions and replacements
                  thereof, all dividends, shares and other amounts issued with
                  respect thereto or earned thereon, and all cash and non-cash
                  proceeds from any sale or other disposition thereof, if any
                  (the "ESCROW FUND"), in escrow pursuant to this Agreement.

         (b)      Each of the Parent and the Stockholders' Representatives
                  confirms to the Escrow Agent and to each other that the
                  Escrow Fund is free and clear of all Liens except as may be
                  created or disclosed by this Agreement and the Merger
                  Agreement.

         (c)      The Escrow Agent acknowledges receipt of the Escrow Shares
                  and agrees to hold and disburse the Escrow Shares for the
                  benefit of Parent and the Company Stockholders, as the case
                  may be, in accordance with the provisions of this Agreement.
                  The portion of the Escrow Shares initially allocated to each
                  Company Stockholder is indicated on Exhibit A attached
                  hereto. Exhibit A shall be revised from time to time pursuant
                  to changes to the Escrow Fund made pursuant to Section 6 and
                  pursuant to distributions made in accordance with Section 4
                  below. The parties shall cooperate with Escrow Agent and
                  deliver to Escrow Agent such confirmations, certificates,
                  affirmations, information and other documents as Escrow Agent
                  shall reasonably request in the performance of its
                  obligations under this Agreement, including any and all such
                  items as Escrow Agent shall deem necessary to evidence
                  termination of this Agreement and to evidence the parties'
                  consent to the final distribution of the Escrow Fund in
                  accordance with the terms of this Agreement.

         (d)      The parties shall cooperate with each other to insure the
                  proper and timely disbursement of the Escrow Fund in
                  accordance with the terms of this Agreement.

4.       Distributions from the Escrow Fund. The Escrow Agent shall make
         distributions of the Escrow Fund in accordance with the following:

         (a)      Pursuant to the  procedures  set forth in this  Agreement and
                  the Merger Agreement, the Escrow Agent shall distribute to
                  Parent, a number of Escrow Shares equal to the dollar amount
                  sought by Parent or any Parent Indemnified Parties divided by
                  the Value Per Share in respect of all Indemnifiable Damages


                                       2
<PAGE>   3

                  which may be owed to Parent or any other Parent Indemnified
                  Parties, as the case may be, as indicated on a Notice of
                  Claim submitted by Parent or any other Parent Indemnified
                  Parties in accordance with this Agreement, that arise out of
                  or result from any of the events listed in Sections 10.1(a),
                  (b) or (c) of the Merger Agreement. Claims under Notices of
                  Claims which are the subject of an objection by the
                  Stockholder Representatives shall be governed by Article 10
                  of the Merger Agreement and Section 4(g) hereof.

         (b)      In no event shall the actual damages chargeable by Parent or
                  any other Parent Indemnified Party for claims considered
                  "general contingencies" under a "pooling of interests" exceed
                  the product of (i) ten percent (10%) of the Value Per Share
                  multiplied by (ii) the number of shares of Parent Common
                  Stock issued as Merger Consideration. All "general
                  contingencies" shall be settled and resolved no later than
                  (i) the date of the first audit of financial statements
                  containing combined operations for those items that would be
                  expected to be encountered in the audit process, or (ii) one
                  year after the Effective Time for other items. All "specific
                  contingencies" shall be resolved as promptly as practicable;
                  however, the parties acknowledge that some specific
                  contingencies may not be resolved until after one year from
                  the Effective Time. In such event, a Notice of Claim shall be
                  submitted by Parent to the Escrow Agent (with a copy sent to
                  the Stockholders' Representatives) with respect to any
                  unresolved specific contingencies and the requisite number of
                  Escrow Shares (as provided in paragraph (e) below) shall be
                  held back in escrow beyond the Distribution Date until such
                  claims are resolved. Any such distribution shall be made 30
                  days after receipt by the Escrow Agent of such Notice of
                  Claims if the Escrow Agent does not receive a written
                  objection to such distribution from the Stockholder
                  Representatives within 30 days after receipt by the Escrow
                  Agent of such Notice of Claims. Claims under Notices of
                  Claims which are the subject of an objection by the
                  Stockholder Representatives shall be governed by Article 10
                  of the Merger Agreement and Section 4(g) hereof.

         (c)      The Escrow Agent shall distribute to the appropriate party in
                  accordance with a written disbursement notice signed by both
                  Parent and the Stockholder Representatives and delivered to
                  the Escrow Agent.

         (d)      The Escrow Agent shall distribute to Parent, a number of
                  Escrow Shares equal to the dollar amount awarded to Parent in
                  response to a Notice of Claim divided by the Value Per Share,
                  if such Notice of Claim is accompanied by and in accordance
                  with a final arbitration award or judgment of a court of
                  competent jurisdiction against the Company in favor of Parent
                  or the Parent Indemnified Parties.

         (e)      The Escrow Agent shall distribute to the Company Stockholders
                  on the Distribution Date, the Escrow Shares remaining
                  following any distributions under a., b., c. or d. above, if
                  any, less a number of Escrow Shares equal to the


                                       3
<PAGE>   4

                  quotient of the dollar amount of all pending and disputed
                  claims under all Notices of Claims divided by the Value Per
                  Share.

         (f)      Escrow Shares left following the Distribution Date shall be
                  distributed in accordance with a., b., c. and d. above, or to
                  the Company Stockholders upon delivery by a Stockholder
                  Representative of a request for distribution of the remaining
                  shares accompanied by a final arbitration award or judgment
                  of a court of competent jurisdiction dismissing all pending
                  and disputed claims.

         (g)      No later than 290 days subsequent to the Effective Time,
                  Parent shall deliver to the Stockholder Representatives a
                  list of all Indemnifiable Damages remaining subject to this
                  Agreement, and the total damages relating to each item (the
                  "CLAIMS SCHEDULE"). If the Stockholder Representatives
                  dispute the correctness of the Claims Schedule, they, acting
                  together, shall notify Parent of their objections within ten
                  (10) business days after delivery of the Claims Schedule and
                  shall set forth in reasonable detail in such notice the
                  reason for the Stockholder Representatives' objections. If
                  the Stockholder Representatives fail to deliver such notice
                  within such time period, the Company and the Company
                  Stockholders shall be deemed to have accepted Parent's
                  calculation of the Specified Liabilities and other items set
                  forth on the Claims Schedule. If the Stockholder
                  Representatives deliver such notice, Parent and the
                  Stockholder Representatives shall endeavor in good faith to
                  resolve their dispute concerning the Claims Schedule within
                  fifteen (15) business days after the receipt by Parent of
                  such notice. If they are unable to do so within such
                  15-business-day period, the dispute shall be submitted to an
                  audit partner experienced in the technology-based retail
                  inventory tracking and analysis industry of an independent
                  nationally-recognized accounting firm in the United States as
                  shall be mutually acceptable to Parent, on the one hand, and
                  the Stockholder Representatives, on the other hand (an
                  "INDEPENDENT ACCOUNTING FIRM"), whom the parties initially
                  designate to be PriceWaterhouseCoopers, LLP, who shall act as
                  an expert and not as an arbitrator, and who shall resolve the
                  dispute within 30 days of the submission of such dispute, or
                  if no such Independent Accounting Firm is available to a
                  mutually agreed neutral arbitrator (the "ARBITRATOR"). The
                  decision of the Independent Accounting Firm or the
                  Arbitrator, as the case may be, as to the Claims Schedule
                  shall be final and binding upon Parent and the Company
                  Stockholders. The expense of the Independent Accounting Firm
                  or the Arbitrator, as the case may be, shall be borne in
                  proportion to the difference between the final determined
                  amount of the Independent Accounting Firm or the Arbitrator,
                  as the case may be, and such amounts proposed by Parent, on
                  the one hand, and the Stockholder Representatives acting for
                  the Company Stockholders on the other hand. The Stockholder
                  Representatives and Parent shall cooperate with the other
                  party in the determination of the Claims Schedule, including
                  without limitation, allowing the Stockholder Representatives
                  access after the Effective Time to the books and records of
                  the Surviving Corporation and to the accounting and other
                  representatives and advisors of the Surviving


                                       4
<PAGE>   5

                  Corporation and its books and records for the purposes of
                  making such determination. Within three business days
                  following final determination of the Claims Schedule, the
                  Escrow Agent shall return to Parent that portion of the
                  Escrow Fund, valued at the Value Per Share, of Parent Common
                  Stock equal to the total Indemnifiable Damages listed on the
                  Claims Schedule and/or deliver the remaining portion of the
                  Escrow Fund to the Company Stockholders hereunder in
                  accordance with the written instructions of the Stockholders'
                  Representatives.

         (h)      If any certificate representing shares of Parent Common Stock
                  is to be made in a name other than that in which the
                  certificate theretofore surrendered for exchange is
                  registered, it shall be a condition of such exchange that the
                  certificate so surrendered be properly endorsed or otherwise
                  in proper form for transfer and that the person requesting
                  such transfer either pay to Parent any transfer or other
                  Taxes required by reason of the transfer to a person other
                  than the registered holder of the certificate surrendered or
                  establish to the satisfaction of Parent that such Tax has
                  been paid or is not payable.

         (i)      If the Merger Agreement is terminated, the Stockholders'
                  Representatives and the Parent shall notify the Escrow Agent
                  in writing to such effect, and the Escrow Agent shall,
                  immediately after its receipt of such notice, return all
                  contents of the Escrow Fund to Parent.

5.       Suspension of Performance; Disbursement Into Court. If at any time
         there shall exist any dispute among the Parent, Parent Indemnified
         Parties, the Company, any of the Company Stockholders, and the Escrow
         Agent, or between any of them, with respect to the holding or
         disposition of any portion of the Escrow Shares or any other
         obligations of the Escrow Agent under this Agreement, or if at any
         time the Escrow Agent is unable to determine, to the Escrow Agent's
         sole satisfaction, the proper disposition of any portion of the Escrow
         Shares or the Escrow Agent's proper actions with respect to his
         obligations under this Agreement, or if Parent and the Stockholder
         Representatives have not within 30 days of the furnishing by the
         Escrow Agent of a notice of resignation, appointed a successor escrow
         agent to act under this Agreement, then the Escrow Agent may, in its
         sole discretion:

         (a)      suspend the performance of any of its obligations (including
                  without limitation any disbursement obligations) under this
                  Agreement until such dispute or uncertainty shall be resolved
                  to the sole satisfaction of the Escrow Agent or until a
                  successor escrow agent shall have been appointed (as the case
                  may be); provided, however, that the Escrow Agent shall
                  continue to maintain the Escrow Fund and hold the
                  certificates for the Escrow Shares; and/or

         (b)      petition (by means of an interpleader action or any other
                  appropriate method) any court of competent jurisdiction in
                  any venue convenient to the Escrow Agent, for instructions
                  with respect to such dispute or uncertainty, and to the
                  extent required by law, deliver to such court, for holding
                  and disposition in


                                       5
<PAGE>   6

                  accordance with the instructions of such court, the
                  certificates for the Escrow Shares.

         The Escrow Agent shall have no liability to the Parent, Parent
         Indemnified Parties, Company, any of the Company Stockholders or any
         other person with respect to any such suspension of performance or
         disbursement into court, specifically including any liability or
         claimed liability that may arise, or be alleged to have arisen, out of
         or as a result of any delay in the disbursement of the Escrow Shares
         or any delay in or with respect to any other action required or
         requested of the Escrow Agent.


6.       Dividends; Voting and Other Rights. Prior to disbursement from
         the Escrow Fund, any and all cash dividends or other cash or non-cash
         income or proceeds with respect to the Escrow Shares shall be paid
         into and become part of the Escrow Fund and shall be disbursed in
         accordance with Section 4 hereof in the same manner as the Escrow
         Shares to which such dividends, income or proceeds relates. Each
         Company Stockholder shall have the right to direct the Escrow Agent in
         writing as to the exercise of voting rights with respect to his or her
         Escrow Shares, and the Escrow Agent shall comply with any such
         directions if received in a timely manner. In the absence of such
         directions, the Escrow Agent shall not vote any Escrow Shares.

7.       Investments.

         (a)      Subject to restrictions on transfer imposed by "pooling of
                  interests" and applicable law, the cash portion, if any, of
                  the Escrow Fund shall be invested and reinvested by the
                  Escrow Agent in Permitted Investments (as defined below) as
                  directed by the Stockholder Representatives. In giving such
                  instructions, the Stockholder Representatives shall undertake
                  in good faith to direct the making of Permitted Investments
                  that mature or are subject to redemption on or prior to the
                  date or dates on which the Stockholder Representatives
                  reasonably anticipate that distributions will be required
                  from the Escrow Fund, but the Escrow Agent shall, upon
                  written instructions from the Stockholder Representatives,
                  have the authority to liquidate any investments in order to
                  make distributions pursuant to this Agreement. The Escrow
                  Agent shall have no liability for losses arising from
                  liquidations of investments. The Escrow Agent may make all
                  Permitted Investments through its own bond department or the
                  trust department of any bank or trust company under common
                  control with the Escrow Agent or through the trust department
                  of any bank with which the Escrow Agent has a correspondent
                  relationship.

         (b)      For the purposes of this Agreement, "Permitted Investments"
                  shall be denominated in U.S. dollars and shall be limited to:

                  (i)      direct general obligations of, or obligations the
                           payment of principal of and interest on which are
                           unconditionally guaranteed by, the United


                                       6
<PAGE>   7

                           States of America, any agency thereof, any State, or
                           any political subdivision or other agency thereof;

                  (ii)     certificates of deposit or other evidences of
                           indebtedness issued by any bank which is insured by
                           the Federal Deposit Insurance Corporation;

                  (iii)    prime commercial paper (including variable demand
                           notes) of companies whose commercial paper is rated
                           A-1 or P-1 by Moody's or Standard & Poor's;

                  (iv)     repurchase agreements collateralized by United
                           States treasuries; and

                  (v)      A money market fund maintained by the Escrow Agent.

                  In the absence of written instructions, the funds will be
                  invested in accounts or funds described in clause (v).

         (c)      All income and profits arising from Permitted Investments of
                  all or any portion of the Escrow Fund shall be reinvested by
                  the Escrow Agent and made a part of the principal of the
                  Escrow Fund. Such income and profits shall be distributed to
                  the parties on the Distribution Date as set forth in Section
                  4 hereof.

8.       Stock Splits; Stock Dividends. In the event of any stock split or
         stock dividend with respect to Parent Common Stock that becomes
         effective during the term of this Agreement, the additional shares so
         issued with respect to the Escrow Shares shall be added to the Escrow
         Shares and subject to the escrow covered by this Agreement and any
         other references herein to a specific number of shares of Parent
         Common Stock, the Value Per Share, and any other references herein to
         prices for or the number of shares of Parent Common Stock shall be
         adjusted accordingly.

9.       Maintenance of the Escrow Fund; Termination of the Escrow Fund. The
         Escrow Agent shall continue to maintain the Escrow Fund and hold the
         Escrow Shares until the earlier of (i) the time at which the Escrow
         Fund is disbursed in accordance with Section 4 hereof and (ii) the
         termination of this Agreement. Notwithstanding the foregoing, the
         Escrow Agent shall have the power to release and transfer portions of
         the Escrow Fund whenever the Escrow Agent shall be required to release
         all or any portion of the Escrow Fund pursuant to Section 4 hereof.

10.      Assignment; Successors.  This Agreement may not be assigned by
         operation of law or otherwise without the express written consent of
         the other parties hereto (which consent may be granted or withheld in
         the sole discretion of such other parties); provided, however, that
         the Parent may, without the consent of the other parties, assign this
         Agreement prior to the disbursement of the Escrow Fund and delivery of
         the Escrow Fund pursuant to Section 4 hereof to an entity who controls
         Parent or to an entity controlled by Parent to which the Parent has
         assigned any of its rights under the Merger Agreement, but no such
         assignment shall relieve the Parent of any of its obligations


                                       7
<PAGE>   8

         under this Agreement. This Agreement shall be binding upon and inure
         solely to the benefit of the parties hereto and their permitted
         assigns.

11.      Escrow Agent.

         (a)      Except as expressly contemplated by this Agreement or by
                  written instructions given by a Company Stockholder after
                  Parent has advised Escrow Agent in writing that the ASR 135
                  restriction period has expired, the Escrow Agent shall not
                  sell, transfer or otherwise dispose of in any manner all or
                  any portion of the Escrow Fund, except pursuant to an order
                  of a court of competent jurisdiction.

         (b)      The duties and obligations of the Escrow Agent shall be
                  determined solely by this Agreement, and the Escrow Agent
                  shall not be liable except for the performance of such duties
                  and obligations as are specifically set forth in this
                  Agreement. The Escrow Agent shall neither be responsible for
                  or under, nor chargeable with knowledge of the terms and
                  conditions of, any other agreement, instrument or document in
                  connection herewith, including but not limited to the Merger
                  Agreement.

         (c)      In the performance of its duties hereunder, the Escrow Agent
                  shall be entitled to rely upon any document, instrument or
                  signature believed by it in good faith to be genuine and
                  signed by any party hereto or an authorized officer or agent
                  thereof, and shall not be required to investigate the truth
                  or accuracy of any statement contained in any such document
                  or instrument. The Escrow Agent may assume that any person
                  purporting to give any notice in accordance with the
                  provisions of this Agreement has been duly authorized to do
                  so. The Escrow Agent shall have no responsibility for the
                  contents of any such writing contemplated herein and may
                  conclusively rely without any liability upon the contents
                  thereof.

         (d)      The Escrow Agent shall not be liable for any error of
                  judgment, or any action taken, suffered or omitted to be
                  taken, hereunder except in the case of its gross negligence,
                  bad faith or willful misconduct. The Escrow Agent may consult
                  with counsel of its own choice and shall have full and
                  complete authorization and protection for any action taken or
                  suffered by it hereunder in good faith and in accordance with
                  the opinion of such counsel.

         (e)      The Escrow Agent shall have no duty as to the collection or
                  protection of the Escrow Fund or income thereon, nor as to
                  the preservation of any rights pertaining thereto, beyond the
                  safe custody of any such property actually in its possession.

         (f)      The Escrow Agent shall be paid its fees and shall be
                  reimbursed upon request for all expenses, disbursements and
                  advances, including reasonable fees of outside counsel, if
                  any, incurred or made by it in connection with the


                                       8
<PAGE>   9

                  preparation of this Agreement and the carrying out of its
                  duties under this Agreement. All such fees and expenses shall
                  be the responsibility of the Parent.

         (g)      To the extent that the Escrow Agent becomes liable for the
                  payment of Taxes, including withholding Taxes, in respect of
                  income derived from the investment of funds held hereunder
                  and/or possession of the Escrow Shares or any payment made
                  hereunder, the Escrow Agent may pay such Taxes. The Escrow
                  Agent may withhold from any payment of monies held by it
                  hereunder such amount, as directed by the Company and the
                  Parent in writing, to be sufficient to provide for the payment
                  of such Taxes not yet paid, and may use the sum withheld for
                  that purpose. Each of the Company and the Parent shall furnish
                  to Escrow Agent such information as may be reasonably
                  requested by the Escrow Agent so that the Escrow Agent may
                  prepare and file with the Internal Revenue Service any
                  required Tax reports.

         (h)      Parent shall reimburse and indemnify the Escrow Agent, its
                  employees, directors, officers and agents for, and hold each
                  harmless against, any loss, liability or expense, including,
                  without limitation, reasonable attorneys' fees, incurred
                  without gross negligence, bad faith or willful misconduct on
                  the part of the Escrow Agent arising out of, or in connection
                  with the acceptance of, or the performance of, its duties and
                  obligations under this Agreement; provided that the Company
                  Stockholders shall reimburse and indemnify the Escrow Agent
                  for, and hold it harmless against, any such loss, liability
                  or expense incurred as a result of gross negligence, bad
                  faith or willful misconduct on the part of Company, the
                  Company Stockholders or the Stockholders' Representatives.
                  Promptly after the receipt by the Escrow Agent of notice of
                  any demand or claim or the commencement of any action, suit
                  or proceeding, the Escrow Agent shall, if a claim in respect
                  thereof is to be made against any of the other parties
                  hereto, notify such other parties thereof in writing; but the
                  failure by the Escrow Agent to give such notice shall not
                  relieve such party from any liability which it may have to
                  the Escrow Agent hereunder, except to the extent such
                  indemnifying party is materially prejudiced by such failure.
                  For the purposes hereof, the term "expense or loss" shall
                  include all amounts paid or payable to satisfy any claim,
                  demand or liability, or in settlement of any claim, demand,
                  action, suit or proceeding settled with the express written
                  consent of the indemnifying party, and all reasonable costs
                  and expenses, including, but not limited to, counsel fees and
                  disbursements paid or incurred in investigating or defending
                  against any such claim, demand, action, suit or proceeding.
                  The Escrow Agent shall have no right of setoff under this
                  Agreement or otherwise against amounts in the Escrow Fund.

         (i)      The Escrow Agent may at any time resign by giving 20 business
                  days' prior written notice of resignation to the Stockholders'
                  Representatives and the Parent. The Stockholders'
                  Representatives and the Parent may at any time jointly remove
                  the Escrow Agent by giving 10 business days' prior written
                  notice signed by each of them to the Escrow Agent. If the
                  Escrow Agent shall


                                       9
<PAGE>   10

                  resign or be removed, a successor Escrow Agent, which shall
                  be a bank or trust company having assets in excess of $1
                  billion, shall be appointed by the Stockholders'
                  Representatives and the Parent by written instrument executed
                  by the Stockholders' Representatives and the Parent and
                  delivered to the Escrow Agent and to such successor Escrow
                  Agent and, thereupon, the resignation or removal of the
                  predecessor Escrow Agent shall become effective and such
                  successor Escrow Agent, without any further act, deed or
                  conveyance, shall become vested with all right, title and
                  interest to all cash and property held hereunder of such
                  predecessor Escrow Agent, and such predecessor Escrow Agent
                  shall, on the written request of the Stockholders'
                  Representatives, the Parent or the successor Escrow Agent,
                  deliver to such successor Escrow Agent all the right, title
                  and interest hereunder in and to the Escrow Fund and the
                  Escrow Shares of such predecessor Escrow Agent and all other
                  rights hereunder of such predecessor Escrow Agent. If no
                  successor Escrow Agent shall have been appointed within 20
                  business days of a notice of resignation by the Escrow Agent,
                  the Escrow Agent's sole responsibility shall thereafter be to
                  hold the Escrow Fund and the Escrow Shares until its receipt
                  of designation of a successor Escrow Agent, and the Escrow
                  Agent shall be entitled to apply to a court of competent
                  jurisdiction for the appointment of a successor. Upon its
                  resignation and delivery of the Escrow Fund and the Escrow
                  Shares as set forth above, the Escrow Agent shall be
                  discharged from any and all further obligations arising in
                  connection with the escrow contemplated by this Agreement.

12.      Termination. This Escrow Agreement shall terminate on the date on
         which there is no property remaining in the Escrow Fund and the Escrow
         Shares have been delivered or returned in accordance with Section 4
         hereof; provided that the rights of the Escrow Agent and the other
         parties hereto under Section 4 hereof shall survive the termination
         hereof and the resignation or removal of the Escrow Agent; provided
         further that nothing herein shall relieve any party from liability for
         any breach of this Agreement.

13.      Further Assurances. From time to time on and after the date hereof,
         the other parties hereto shall deliver or cause to be delivered to the
         Escrow Agent such further documents and instruments and shall do and
         cause to be done such further acts as the Escrow Agent shall
         reasonably request (it being understood that the Escrow Agent shall
         have no obligation to make any such request) to carry out more
         effectively the provisions and purposes of this Agreement, to evidence
         compliance herewith or to secure itself that it is protected in acting
         hereunder.

14.      Notices. All notices, requests, claims, demands and other
         communications hereunder shall be in writing and shall be given or
         made (and shall be deemed to have been duly given or made upon
         receipt) by delivery in person, by courier service, by telecopy or by
         registered or certified mail (postage prepaid, return receipt
         requested) to the respective parties at the following addresses (or at
         such other address for a party as shall be specified in a notice given
         in accordance with this Section 14):


                                      10
<PAGE>   11

         if to the Parent:

                           Towne Services, Inc.
                           3950 Johns Creek Court, Suite 100
                           Suwanee, GA  30024
                           Telecopy:   678-475-5252
                           Attention:  Drew W. Edwards,
                                       Chief Executive Officer

                           with a copy (which shall not constitute notice) to:

                           Nelson Mullins Riley & Scarborough, L.L.P.
                           999 Peachtree Street, Suite 1400
                           Atlanta, GA  30309
                           Telecopy:   (404) 817-6050
                           Attention:  Susan L. Spencer, Esq.

         if to the Stockholders' Representatives:

                           Forseon Corporation
                           6600 Jurupa Avenue
                           Riverside, CA  92504
                           Telecopy:   (909) 689-4124
                           Attention:  Allen Merrill, Senior Vice President
                                       and Chief Financial Officer

                           with a copy (which shall not constitute notice) to:

                           Gibson, Dunn & Crutcher LLP
                           4 Park Plaza
                           Irvine, California 92614
                           Telecopy:   (949) 475-4665
                           Attention:  Mark W. Shurtleff, Esq.

                           if to the Escrow Agent, to:

                           First Union National Bank
                           999 Peachtree Street, NE
                           Eleventh Floor
                           Atlanta, GA 30309
                           Telecopy:   (404) 827-7305
                           Attention:  Mr. Brian Justice

15.      Headings. The descriptive headings contained in this Agreement are
         included for convenience of reference only and shall not affect in any
         way the meaning or interpretation of this Agreement.


                                      11
<PAGE>   12
16.   Severability. If any term or other provision of this Agreement is invalid,
      illegal or incapable of being enforced by any rule of law or public
      policy, all other terms and provisions of this Agreement shall
      nevertheless remain in full force and effect so long as the economic and
      legal substance of the transactions contemplated by this Agreement is not
      affected in any manner materially adverse to any party. Upon such
      determination that any term or other provision is invalid, illegal or
      incapable of being enforced, the parties hereto shall negotiate in good
      faith to modify this Agreement so as to effect the original intent of the
      parties as closely as possible in a mutually acceptable manner in order
      that the transactions contemplated by this Agreement are consummated as
      originally contemplated to the greatest extent possible.

17.   Entire Agreement. This Agreement and the Merger Agreement constitute the
      entire agreement of the parties hereto with respect to the subject matter
      hereof and supersede all prior agreements and undertakings, both written
      and oral, among the Company, the Parent and the Escrow Agent with respect
      to the subject matter hereof.

18.   No Third Party Beneficiaries. This Agreement is for the sole benefit of
      the parties hereto, their permitted assigns and the Company Stockholders
      and nothing herein, express or implied, is intended to or shall confer
      upon any other Person any legal or equitable right, benefit or remedy of
      any nature whatsoever under or by reason of this Agreement.

19.   Amendment. This Agreement may not be amended or modified except: (i) by an
      instrument in writing signed by, or on behalf of, the Company, the Parent
      and the Escrow Agent; or (ii) by a waiver in accordance with Section 20
      hereof.

20.   Waiver. Any party hereto (the "WAIVING PARTY") may: (i) extend the time
      for the performance of any obligation or other act of any other party
      hereto owed to the Waiving Party; or (ii) waive compliance with any
      agreement or condition contained herein (it being understood and agreed
      that such an extension or waiver shall not constitute, by itself, an
      extension or waiver by any other party hereto of any such obligation, act,
      agreement or condition owed to, or for the benefit of, such third party).
      Any such extension or waiver shall be valid only if set forth in an
      instrument in writing signed by the party or parties to be bound thereby.
      Any waiver of any term or condition shall not be construed as a waiver of
      any subsequent breach or a subsequent waiver of the same term or
      condition, or a waiver of any other term or condition, of this Agreement.
      The failure of any party to assert any of its rights hereunder shall not
      constitute a waiver of any of such rights.

21.   Governing Law. This Agreement shall be governed by the laws of the State
      of Georgia. All actions and proceedings arising out of or relating to this
      Agreement shall be heard and determined in any Georgia state or federal
      court and the parties hereto irrevocably submit


                                       12
<PAGE>   13



         to the jurisdiction of such courts and waive any defense of an
         inconvenient forum to the maintenance of any such action or
         proceeding.

22.      Counterparts. This Agreement may be executed in one or more
         counterparts, each of which when executed shall be deemed to be an
         original but all of which when taken together shall constitute one and
         the same agreement.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Escrow Agreement to be executed as of the date first written above by their
respective officers thereunto duly authorized.

                                          TOWNE SERVICES, INC.


                                          By:      /s/ Bruce F. Lowthers, Jr.
                                              -------------------------------
                                              Name: Bruce F. Lowthers, Jr.
                                              Title: Chief Financial Officer


                                          STOCKHOLDERS' REPRESENTATIVE


                                                   /s/ Dan Paul
                                              -------------------------------
                                              Dan Paul


                                                   /s/ Allen Merrill
                                              -------------------------------
                                              Allen Merrill


                                          FIRST UNION NATIONAL BANK


                                          By:      /s/ Brian K. Justice
                                              -------------------------------
                                              Name: Brian K Justice
                                              Title: Assistant Vice President


                                      13
<PAGE>   14




Forseon Corporation acknowledges and agrees to the foregoing provisions of this
Escrow Agreement and hereby constitutes and appoints the Escrow Agent as its
attorney-in-fact for the purpose of effecting any and all transfers of any
portion of the Escrow Fund contemplated or required by this Agreement. Pursuant
to this authority, the Escrow Agent shall have authority to take such action
and execute on behalf of Company such documents as may be necessary to effect
transfers of Escrow Shares or other property in the Escrow Fund, including
without limitation, stock powers and transfer orders.


                                              FORSEON CORPORATION


                                              By: /s/ Allen Merrill
                                                  ----------------------------
                                              Name: Allen Merrill
                                              Title: Chief Financial Officer


                                      14