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                                                                   Exhibit 10.19

           CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT

                  THIS CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE
AGREEMENT ("Agreement") is made and entered into as of the 29th day of
November, 1999, by and among [i] PRIMIS, INC., a Georgia corporation ("the
Company"), and [ii] those entities and persons whose names are set forth on
SCHEDULE 1 attached hereto (each an "Investor" and collectively the
"Investors").

                                    RECITALS:

                  WHEREAS, the Company desires to sell and issue, and each
Investor desires to purchase and acquire, convertible promissory notes (the
"Notes") with an aggregate principal amount of Ten Million Eleven Thousand
One Hundred Seventy Four Dollars ($10,011,174), convertible, if at all, (i)
into shares of the Company's Series C Convertible Preferred Stock ("Series C
Preferred Stock") at the election of Investor , (ii) automatically into
shares of Series C Preferred Stock at the closing of the Company's next
Qualifying Financing (as defined in Section 1.1 below), provided that such
Qualifying Financing closes within one hundred eighty (180) days from the
respective dates of the Notes, or (iii) automatically into shares of the
Company's common stock ("Common Stock") issued at the closing of the
Company's IPO (as defined in Section 1.1 below); provided that such IPO
closes within one hundred eighty (180) days from the respective date of the
Notes; and

                  WHEREAS, in consideration of the purchase by the Investors of
the Notes, the Company desires to sell and issue warrants (the "Warrants") to
purchase the number of shares of Series C Preferred Stock or Common Stock, as
applicable, of the Company as determined in this Agreement and in the Warrants.

                  NOW, THEREFORE, in consideration of the mutual covenants,
representations and warranties herein contained, and intending to be legally
bound, the Company and Investors agree as follows:

1.       DEFINITIONS; AUTHORIZATION AND ISSUANCE OF NOTES AND WARRANTS.

         1.1. DEFINITIONS.

               a.   "Qualifying Financing" shall mean a transaction in which the
                    Company sells preferred stock and the gross cash proceeds to
                    the Company equal or exceed $20,000,000 (including the value
                    of the Notes issued pursuant to this Agreement which will be
                    automatically converted at the closing of such financing
                    transaction).

               b.   "IPO" shall mean a firm commitment underwritten initial
                    public offering of shares of the Company's capital stock
                    under the Securities Act of 1933, as amended (the "1933
                    Act"), from which the Company receives net proceeds of not
                    less than Thirty Million Dollars ($30,000,000) at a public


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                    offering price of not less than $15.31 per share (subject to
                    adjustment for any stock split, combination, consolidation
                    or stock distributions or stock dividends or
                    recapitalizations or the like).

               c.   "Sale of the Company", for purposes of Section 1.5 below,
                    shall mean (a) a sale or transfer of all or substantially
                    all of the Company's assets or (b) the acquisition of the
                    Company by another entity by means of merger, consolidation
                    or other transaction or series of related transactions
                    resulting in the exchange of the outstanding shares of the
                    Company's capital stock such that the Company's shareholders
                    prior to such transaction own, directly or indirectly, less
                    than fifty percent (50%) of the voting power of the
                    surviving entity or the entity that owns 100% of the
                    outstanding voting securities of such surviving entity.

         1.2. AUTHORIZATION. The Company has authorized the sale and issuance
              of the Notes and Warrants to the Investors.

         1.3. AMENDED AND RESTATED ARTICLES OF INCORPORATION. The Company shall
              adopt and file with the Georgia Secretary of State on or before
              the Closing (as defined below) Amended and Restated Articles of
              Incorporation in the format attached hereto as EXHIBIT A (the
              "Amended and Restated Articles").

         1.4. SALE AND ISSUANCE OF NOTES. Subject to the terms and conditions
              hereof, the Company agrees to sell and issue to each of the
              Investors, and the Investors severally agree to purchase from the
              Company, a Note in the form attached as EXHIBIT B hereto, in the
              amount set forth opposite such Investor's name on SCHEDULE 1
              hereto.

         1.5. SALE AND ISSUANCE OF WARRANTS. Subject to the terms and
              conditions hereof, the Company agrees to sell and issue to each
              of the Investors, and the Investors severally agree to purchase
              from the Company, Warrants (in the form attached hereto as
              EXHIBIT C) originally exercisable for that number of shares of
              Series C Preferred Stock (or Common Stock for the purposes of
              subsection (c) below) equal to:

               a.   in the event a Qualifying Financing closes within one
                    hundred eighty (180) days from the date hereof, the quotient
                    obtained by dividing (a) thirty-five percent (35%) of the
                    principal amount of the Note to which such Warrant relates
                    (the "Warrant Coverage") by (b) the lower of $15.31 (the
                    "Series C Price Per Share") and the price per share of the
                    preferred stock sold to investors in the Qualifying
                    Financing;

               b.   in the event that the Company closes prior to a Qualifying
                    Financing a Sale of the Company, the quotient obtained by
                    dividing (x) the Warrant Coverage by (y) the Series C Price
                    Per Share;


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               c.   in the event that the Company closes an IPO prior to a
                    Qualifying Financing or a Sale of the Company, the Warrants
                    shall convert to that number of shares of Common Stock of
                    the Company equal to the quotient obtained by dividing (x)
                    the Warrant Coverage by (y) the Series C Price Per Share; or

               d.   in the event that the Company does not close the Qualifying
                    Financing, a Sale of the Company or an IPO prior to the date
                    180 days from the date hereof, the quotient obtained by
                    dividing (a) the Warrant Coverage by (b) $6.00 (subject to
                    adjustment for any stock split, combination, consolidation
                    or stock distributions or stock dividends or
                    recapitalizations or the like).

         Upon the first to occur of (i) a Qualifying Financing, (ii) an IPO,
         (iii) a Sale of the Company, or (iv) the date which is one-hundred
         eighty (180) days from the date hereof if no Qualifying Financing, IPO
         or Sale of the Company occurs prior thereto, the number of shares of
         Series C Preferred Stock or Common Stock, as applicable, into which the
         Warrants may be exercised shall be permanently established and fixed in
         accordance with the foregoing subsections and shall only be subject to
         further adjustment, as described in Section 8 of each Warrant.

         Notwithstanding anything herein to the contrary, the Warrant Shares
         shall automatically be converted into Common Stock in accordance with
         the terms of the Warrants upon the occurrence of an IPO at any time
         while the Warrants remain exercisable.

2.       CLOSING.

         2.1. CLOSING; CLOSING DATE. The closing of the issuance of the Notes
              and Warrants under this Agreement (the "Closing") shall take
              place on the date of this Agreement (the "Closing Date"), in
              accordance with arrangements mutually satisfactory to the
              Investors and counsel for the Company.

         2.2. CLOSING DELIVERY. At the Closing, upon delivery to the Company by
              wire transfer or check made payable to the order of the Company
              of the aggregate purchase price for the Note and the Warrant set
              forth opposite such Investor's name on SCHEDULE 1 hereto, the
              Company will deliver to each Investor (a) a Note payable to the
              Investor in the principal amount set forth opposite such
              Investor's name on SCHEDULE 1 hereto and (b) a Warrant to
              purchase that number of shares of Series C Preferred Stock as
              provided for in Section 1.4 hereof.

3.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY. Except as set forth in
         the disclosure letter dated the date hereof delivered to each Investor
         (the "Disclosure Letter"), the Company hereby represents and warrants
         to each Investor as follows:

         3.1. CORPORATE STANDING . The Company is a corporation duly organized,
              validly existing, and in good standing under the laws of Georgia.
              The Company has all


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              requisite power and authority to own, lease and operate its
              properties and to carry on its business as now being conducted
              and as presently proposed to be conducted, to execute, deliver
              and perform this Agreement and any other agreement to which the
              Company is a party, the execution and delivery of which is
              contemplated hereby (the "Ancillary Agreements"). The Company is
              duly qualified and is authorized to transact business and is in
              good standing as a foreign corporation in each jurisdiction in
              which the failure so to qualify would have a material adverse
              effect on its business, properties, prospects, or financial
              condition. True and accurate copies of the articles of
              incorporation and bylaws of the Company (and all amendments
              thereto) and minute book (containing the records of meetings and
              written consents of the stockholders, the board of directors and
              any committees of the board of directors) of the Company have
              previously been made available to Investors upon request.

         3.2. AUTHORIZATION. The execution and delivery of this Agreement and
              any Ancillary Agreement, and the consummation of the transactions
              contemplated hereby and thereby, have been duly authorized by all
              necessary corporate action on the part of the Company. Each of
              this Agreement and any Ancillary Agreement have been duly
              executed and delivered by the Company and constitutes the legal,
              valid and binding obligation of the Company enforceable against
              it in accordance with its terms.

         3.3. CAPITALIZATION. As of the Closing Date, the authorized capital
              stock of the Company shall consist of 23,000,000 shares par value
              $0.01 per share, divided into: (i) 15,000,000 shares of Common
              Stock, and (ii) 8,000,000 shares of preferred stock ("Preferred
              Stock") of which 1,200,000 shares have been designated Series A
              Convertible Preferred Stock ("Series A Preferred Stock"),
              3,000,000 shares have been designated Series B Convertible
              Preferred Stock ("Series B Preferred Stock"), 2,500,000 shares
              have been designated Series C Convertible Preferred Stock
              ("Series C Preferred Stock") and the remaining 1,300,000 shares
              of which shall have such preferences, limitations and relative
              rights as may be determined by the Board of Directors pursuant to
              Article IV(B) of the Articles. Immediately prior to the Closing,
              100% of the outstanding shares of Common Stock of the Company,
              100% of the outstanding shares of Series A Convertible Preferred
              Stock and 100% of the outstanding shares of Series B Convertible
              Preferred Stock are owned by the stockholders and in the amounts
              specified in Section 3.3 of the Disclosure Letter and no shares
              of Series C Preferred Stock or other Preferred Stock are
              outstanding. Except as set forth in Section 3.3 of the Disclosure
              Letter, there are outstanding no subscriptions, options,
              warrants, calls, commitments or rights (including conversion or
              preemptive rights and rights of first refusal), proxy or
              stockholder agreements or agreements of any character relating to
              shares of the Company's capital stock or the instruments that can
              be converted into shares of the Company's capital stock to be
              issued hereunder. None of the shares of the Company's capital
              stock have been issued in violation of any preemptive right.
              There are no contractual obligations


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              of the Company to repurchase, redeem or otherwise acquire any
              shares of capital stock of the Company. No bonds, debentures,
              notes or other indebtedness having the right to vote (or
              convertible into or exercisable for securities having the right
              to vote) on any matters on which shareholders of the Company may
              vote are issued or outstanding. The Company is not a party to or
              subject to any agreement or understanding, and, to the Company's
              best knowledge, there is no agreement or understanding between
              any persons that affects or relates to the voting or giving of
              written consents with respect to any security or the voting by
              any director of the Company.

         3.4. VALIDLY ISSUED SHARES. The Notes and Warrants to be issued, sold
              and delivered in accordance with the terms of this Agreement for
              the consideration set out herein, will, upon issuance in
              accordance with the terms hereof, be duly and validly issued,
              fully paid and nonassessable, free of restrictions on transfer
              other than restrictions on transfer under applicable federal and
              state securities laws. The issuance of the Notes and Warrants to
              Investors pursuant to this Agreement will comply with all
              applicable laws, including federal and state securities laws, and
              will not violate the preemptive rights of any person. The shares
              of Series C Preferred Stock and/or Preferred Stock issuable upon
              conversion of the Notes and exercise of the Warrants being
              purchased under this Agreement will be, upon issuance and
              delivery in accordance with the terms of the Articles of
              Incorporation, duly and validly issued, fully paid and
              nonassessable and free of restrictions on transfer other than
              restrictions on transfer under this Agreement, the Amended and
              Restated Shareholders' Agreement dated as of June 16, 1998 by and
              among the Company and certain of its shareholders, and under
              applicable federal and state securities laws (other than those
              created by investors). The issuance of the shares of Common Stock
              upon conversion of the Series C Preferred Stock and/or Preferred
              Stock will comply with all applicable laws, including federal and
              state securities laws (assuming the accuracy of the
              representations set forth in Section 4.1 through 4.6 of this
              Agreement as of the date of issuance of such shares of Common
              Stock), and will not violate the preemptive rights of any person.
              The outstanding shares of the Company's Common Stock, Series A
              Preferred Stock and Series B Preferred Stock have been duly
              authorized and validly issued, are fully paid and nonassessable.

         3.5. NO CONFLICT. The execution and delivery of this Agreement and any
              Ancillary Agreement do not, and the consummation of the
              transactions contemplated hereby and thereby will not, conflict
              with, or result in any violation of, or default (with or without
              notice or lapse of time, or both) under, or give rise to a right
              of termination, cancellation or acceleration of any obligation or
              the loss of a material benefit under, or the creation of a lien,
              pledge, security interest, charge or other encumbrance on assets
              (any such conflict, violation, default, right of termination,
              cancellation or acceleration, loss or creation, a "Violation")
              pursuant to, any provision of the Company's Articles of
              Incorporation or Bylaws, or result in any Violation of any
              material lease, agreement, obligation, instrument, permit,


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              concession, franchise, license, judgment, order, decree, statute,
              law, ordinance, rule or regulation applicable to the Company, or
              the Company's properties or assets.

         3.6. CONTRACTS AND OTHER COMMITMENTS; COMPLIANCE. The Company is not
              in violation or default of any provision of its Articles of
              Incorporation or Bylaws or in any respect of any provision of any
              material contract or other items listed on the Disclosure Letter.

         3.7. SUBSIDIARIES. Except as set forth in Section 3.7 of the
              Disclosure Letter, the Company does not own or control, directly
              or indirectly, any interest in any other corporation,
              partnership, limited liability company, association or other
              business entity. Except as set forth in Section 3.7 of the
              Disclosure Letter, the Company is not a participant in any joint
              venture, partnership or similar arrangement.

         3.8. CONSENTS. No consent, approval, qualification, order or
              authorization of, or registration, declaration or filing with,
              any court, administrative agency or commission or other
              governmental authority or instrumentality, domestic or foreign,
              or other third party is required by or with respect to the
              Company in connection with the execution and delivery of this
              Agreement, or the consummation by the Company of the transactions
              contemplated hereby, which has not already been obtained, except
              for notices of sale required to be filed with the Securities and
              Exchange Commission, or such post closing filings as may be
              required under applicable state securities laws which will be
              timely filed within the applicable periods therefor.

         3.9. FINANCIAL STATEMENTS. The Company has delivered to Investors
              prior to the date hereof its audited financial statements for the
              years ended December 31, 1997 and December 31, 1998, and its
              unaudited financial statements (balance sheet and profit and loss
              statement) for the Nine (9) month period ended September 30, 1999
              (the "Financial Statements"). The Financial Statements, including
              any footnotes thereto, were prepared in accordance with generally
              accepted accounting principles and fairly present the financial
              position and operating results of the Company as of the dates and
              for the periods indicated therein. Since September 30, 1999,
              there has not been any material adverse change in the assets,
              liabilities, financial condition, results of operation or
              prospects of the Company.

         3.10. INDEBTEDNESS FOR BORROWED MONEY; NO UNDISCLOSED LIABILITIES.
               Except as and to the extent reflected and adequately reserved
               against in the Financial Statements, and except as set forth in
               Section 3.10 of the Disclosure Letter, as of the Closing Date,
               the Company has no direct or indirect indebtedness for borrowed
               money, indebtedness by way of lease-purchase arrangements,
               guarantees, undertakings, chattel mortgages or other security
               arrangements with any bank, financial institution or other third
               party and the Company will not have any liability or obligation
               whatsoever, whether accrued, absolute, contingent or otherwise.


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         3.11. TITLE TO PROPERTY AND ASSETS; LEASES. Except as set forth in
               Section 3.11 of the Disclosure Letter, the Company owns no real
               property in fee simple. The Company has good, valid and
               marketable title to all the personal and mixed, tangible and
               intangible properties and assets which it purports to own, free
               and clear of all liens, restrictions, claims, charges, security
               interests, easements or other encumbrances of any nature
               whatsoever, except for liens for current taxes not yet due and
               payable. With respect to the property and assets that it leases,
               the Company is in compliance with such leases and, to the
               Company's knowledge, holds a valid leasehold interest free and
               clear of any liens, claims and encumbrances. All properties and
               assets of the Company are in the possession or control of the
               Company, and no other person is entitled to possession of any
               such properties and assets. The Company is not bound or committed
               to make any capital improvement or expenditure with respect to
               its owned or leased real or personal property.

         3.12. LEGAL PROCEEDINGS. Except as set forth in the Disclosure Letter
               or which are not material to the Company, there are no claims of
               any kind or any actions, suits, proceedings, arbitrations or
               investigations pending or, to the Company's knowledge, threatened
               against or affecting the Company or against any asset, interest
               or right of the Company or which questions the validity of the
               transactions contemplated by this Agreement and the Company knows
               of no facts which may constitute a basis therefor.

         3.13. ENVIRONMENTAL MATTERS. The Company is not in violation of any
               applicable statute, law or regulation relating to the environment
               or occupational health and safety (the "Environmental Laws"),
               and, to the Company's knowledge, as of the date hereof no
               material expenditures are required to be made by the Company in
               order to comply with any of the Environmental Laws.

         3.14. LICENSES AND PERMITS; COMPLIANCE WITH LAWS. Except as set forth
               in Section 3.14 of the Disclosure Letter, the Company holds all
               franchises, permits, licenses, variances, exemptions, orders and
               approvals of all governmental entities which are material to the
               operation of the Company's business and is in compliance with the
               terms thereof. The Company has complied with and is not in any
               default under (and has not been charged with or received notice
               with respect to, nor is threatened with or under investigation
               with respect to, any charge concerning any violation of any
               provision of) any federal, state or local law, regulation,
               ordinance, rule or order (whether executive, judicial,
               legislative or administrative) or any order, writ, injunction or
               decree of any court, agency or instrumentality and no action,
               suit, proceeding, hearing, investigation, charge, complaint,
               claim, demand, or notice has been filed or commenced against any
               of them alleging any failures to comply.


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         3.15. EMPLOYEE BENEFIT PLANS. Except as set forth in Section 3.15 of
               the Disclosure Letter, the Company has no employee benefit plans
               including any profit sharing, deferred compensation, incentive
               compensation, stock ownership, stock purchase, phantom stock,
               retirement, vacation, severance, disability, death benefit,
               hospitalization, medical or other plan, arrangement or
               understanding (whether or not legally binding) providing benefits
               to any current or former employee, officer or director of the
               Company (collectively "Benefit Plans"), or any employment,
               consulting, severance, termination or indemnification agreement,
               arrangement or understanding between the Company and any officer,
               director or employee of the Company. Each Benefit Plan has been
               administered in all material respects in accordance with its
               terms and all applicable laws.

         3.16. LABOR RELATIONS.

               (a)  The Company is in compliance in all material respects with
                    all applicable laws respecting employment and employment
                    practices, terms and conditions of employment and wages and
                    hours and occupational safety and health;

               (b)  There is no unfair labor practice charge or complaint or any
                    other matter against or involving the Company pending or, to
                    the Company's knowledge, threatened before the National
                    Labor Relations Board or any court of law;

               (c)  There is no labor strike, dispute, slowdown or stoppage
                    actually pending or, to the Company's knowledge, threatened
                    against the Company;

               (d)  The Company is not a party to or bound by any collective
                    bargaining agreement or any similar labor union arrangement;

               (e)  There are no charges, investigations, administrative
                    proceedings or formal complaints of discrimination
                    (including discrimination based upon sex, age, marital
                    status, race, color, religion, national origin, sexual
                    preference, disability, handicap or veteran status) pending
                    or, to the Company's knowledge, threatened, before the Equal
                    Employment Opportunity Commission or any federal, state or
                    local agency or court against the Company. There have been
                    no governmental audits of the equal employment opportunity
                    practices of the Company and, to the Company's knowledge, no
                    basis for any such claim exists; and

               (f)  To the Company's knowledge, the Company is in compliance in
                    all material respects with the requirements of the Americans
                    With Disabilities Act.

              3.17. INSURANCE. Section 3.17 of the Disclosure Letter sets forth
                    a list of all insurance policies, including property,
                    casualty, liability and other insurance maintained with
                    respect to the assets and business of the Company (the
                    "Company Insurance"). The Company is not liable for any
                    material retroactive premium


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               adjustments with respect to any of its insurance policies or
               bonds. All such policies and bonds are legal, valid and
               enforceable and in full force and effect and the Company is
               not in breach or default (including with respect to the
               payment of premiums or the giving of notices) and no event has
               occurred which, with notice or the lapse of time, would
               constitute such a breach or default, or permit termination,
               modification or acceleration under the policy. Nor has the
               Company received any notice of premium increases or
               cancellations with respect to any of such policies and bonds.
               The Company believes the amount and type of the Company
               Insurance coverage is adequate for the Company's business and
               is consistent with good business practice.

         3.18. TAX MATTERS. The Company has timely filed or caused to be filed
               all federal, state, foreign and local income, franchise, gross
               receipts, payroll, sales, use, withholding, occupancy, excise,
               real and personal property, employment and other tax returns, tax
               information returns and reports ("Tax Returns") required to be
               filed and all such Tax Returns were correct and complete in all
               respects. The Company has paid, or made adequate provisions for
               the payment of, all taxes, duties or assessments of any nature
               whatsoever, interest payments, penalties and additions (whether
               or not reflected in the returns as filed) due and payable (and/or
               properly accruable for all periods ending on or before the date
               of this Agreement) to any city, county, state, foreign country,
               the United States or any other taxing authority. There are no
               security interests on any of the assets of the Company that arise
               in connection with any failure (or alleged failure) to pay any
               tax. The Company has withheld and paid all taxes required to have
               been withheld and paid in connection with amounts paid or owing
               to any employee, independent contractor, creditor, stockholder or
               other third party. No deficiencies for any taxes have been
               proposed, asserted or assessed against the Company that are not
               adequately reserved for.

         3.19. PATENTS AND TRADEMARKS. The Company owns or possesses sufficient
               legal rights to all patents, trademarks, service marks, trade
               names, copyrights, trade secrets, licenses, information, and
               proprietary rights and processes necessary for its business as
               now conducted and as proposed to be conducted without any
               conflict with, or infringement of the rights of, others. Except
               for agreements with its own employees or consultants and standard
               end-user license agreements, if any, there are no outstanding
               options, licenses, or agreements of any kind relating to the
               foregoing, nor is the Company bound by or a party to any options,
               licenses, or agreements of any kind with respect to the patents,
               trademarks, service marks, trade names, copyrights, trade
               secrets, licenses, information, and proprietary rights and
               processes of any other person or entity. The Company has not
               received any communications alleging that the Company has
               violated or, by conducting its business as proposed, would
               violate any of the patents, trademarks, service marks, trade
               names, copyrights, trade secrets, or other proprietary rights or
               processes of any other person or entity. The Company is not aware
               that any of its employees is obligated under any contract
               (including licenses, covenants, or commitments of


                                       9
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               any nature) or other agreement, or subject to any judgment,
               decree, or order of any court or administrative agency, that
               would interfere with the use of such employee's best efforts to
               promote the interests of the Company or that would conflict with
               the Company's business as proposed to be conducted. Neither the
               execution nor delivery of this Agreement, nor the carrying on of
               the Company's business by the employees of the Company, nor the
               conduct of the Company's business as proposed, will, to the
               Company's knowledge, conflict with or result in a breach of the
               terms, conditions, or provisions of, or constitute a default
               under, any contract, covenant, or instrument under which any of
               such employees is now obligated. The Company does not believe it
               is or will be necessary to use any inventions of any of its
               employees (or persons it currently intends to hire) made prior to
               their employment by the Company. Each independent contractor,
               employee and/or officer of the Company who or which has
               contributed to the development of the Computer Software (as
               defined below) has executed proprietary
               information/confidentiality agreements.

         3.20. RELATED-PARTY TRANSACTIONS. Except as set forth in Section 3.20
               of the Disclosure Letter, no employee, officer, or director of
               the Company, or member of his or her immediate family is indebted
               to the Company, nor is the Company indebted (or committed to make
               loans or extend or guarantee credit) to any of them. To the
               Company's knowledge, none of such persons has any direct or
               indirect ownership interest in any firm or corporation with which
               the Company is affiliated or with which the Company has a
               business relationship, or any firm or corporation that competes
               with the Company, except that employees, officers, or directors
               of the Company, and members of their immediate families may own
               stock in publicly traded companies that may compete with the
               Company. Except as set forth in Section 3.20 of the Disclosure
               Letter, no employee, officer or director of the Company, or, to
               the Company's knowledge, any member of their immediate families
               is, directly or indirectly, interested in any material contract
               with the Company. For purposes of this Agreement, the Company
               shall be deemed to have knowledge of a fact, event, condition,
               matter or situation if any of the Company's officers or directors
               are consciously aware of such fact, event, condition, matter or
               situation, as appropriate.

         3.21. SOFTWARE PRODUCTS. The Company has received no customer
               complaints concerning alleged defects in its computer appraisal
               software products, including, without limitation, Value Express
               (collectively, the "Computer Software") that, if true, would
               materially adversely affect the operations or financial condition
               of the Company.

         3.22. BROKERS' AND FINDERS' FEES. The Company has not employed any
               broker, finder or financial advisor or incurred any liability for
               fees or commissions payable to any broker, finder or financial
               advisor in connection with the negotiations relating to or the
               transactions contemplated by this Agreement.


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         3.23. QUALIFIED SMALL BUSINESS STOCK.. As of and immediately following
               the Closing, the shares of Series C Preferred Stock issuable upon
               conversion of the Notes and exercise of the Warrants will meet
               each of the requirements for qualification as "qualified small
               business stock" set forth in Section 1202(c) of the Code,
               including without limitation the following: (i) the Company will
               be a domestic C Corporation; (ii) the Company will not have made
               any purchases of its own stock described in Code Section
               1202(c)(3)(B) during the one year period preceding the Closing;
               (iii) the Company's (and any predecessor's) aggregate gross
               asses, as defined by Code Section 1202(d)(2), at no time between
               August 1, 1997 and through the Initial Closing have exceeded or
               will exceed Fifty Million Dollars ($50,000,000), taking into
               account the assets of any corporation required to be aggregated
               with the Company in accordance with Code Section 202(d)(3); (iv)
               as of the Closing, at least eighty percent (80%) (by value) of
               the assets of the Company will, by virtue of Code Section
               1202(e)(6), be considered to be used by it in the active conduct
               of one or more qualified trades or businesses, as defined by Code
               Section 1202(e)(3); and (v) the Company is an eligible
               corporation, as defined by Code Section 1202(e)(4).

         3.24. MATERIAL FACTS. The Company has provided each Investor with all
               the information reasonably available to it that such Investor has
               requested for deciding whether to purchase the Notes and
               Warrants. This Agreement and the documents or written statements
               furnished by the Company to Investors in connection with the
               transactions contemplated hereby do not contain any untrue
               statement of a material fact or omit to state any material fact
               necessary to make the statements contained herein or therein, in
               light of the circumstances in which they are made, not
               misleading.

4.       INVESTMENT REPRESENTATIONS. Each Investor hereby represents and
         warrants to the Company, severally and not jointly, as of the date
         hereof, as follows:

         4.1. It is acquiring the Note and Warrants for its own account, not as
              nominee or agent, for investment and not with a view to, or for
              resale in connection with, any distribution or public offering of
              the Note, Warrants, or Warrant Shares within the meaning of the
              1933 Act.

         4.2. It understands that (i) the Note, Warrants, and Warrant Shares
              have not been registered under the 1933 Act by reason of a
              specific exemption therefrom, that they must be held by it
              indefinitely, and that Investor must, therefore, bear the
              economic risk of such investment indefinitely, unless a
              subsequent disposition thereof is registered under the 1933 Act
              or is exempt from such registration; and (ii) the Note, Warrants,
              and each certificate representing the Warrant Shares will be
              endorsed with the following legends, as applicable:

                     THESE   SECURITIES   HAVE   NOT   BEEN
                     REGISTERED UNDER THE SECURITIES ACT OF
                     1933, AS AMENDED, OR ANY STATE SECURITIES


                                       11
<PAGE>


                     LAWS. THEY MAY NOT BE SOLD, OFFERED FOR
                     SALE,   TRANSFERRED,   PLEDGED   OR
                     HYPOTHECATED IN THE ABSENCE OF A
                     REGISTRATION STATEMENT IN EFFECT WITH
                     RESPECT TO THE SECURITIES UNDER SUCH
                     ACT AND ANY APPLICABLE STATE SECURITIES
                     LAW  OR  PURSUANT  TO  RULE  144  OR  AN
                     OPINION   OF  COUNSEL   SATISFACTORY   TO
                     PAYOR  THAT  SUCH  REGISTRATION  IS NOT
                     REQUIRED.

                     THE  SECURITIES  REPRESENTED  BY  THIS
                     CERTIFICATE ARE SUBJECT TO THE TERMS
                     AND CONDITIONS OF A CERTAIN AMENDED
                     AND RESTATED SHAREHOLDERS' AGREEMENT
                     DATED JUNE 16, 1998 BY AND BETWEEN PRIMIS,
                     INC. AND CERTAIN OF ITS SHAREHOLDERS.

         4.3. It has been furnished with such materials and has been given
              access to such information relating to the Company as it or its
              qualified representative has requested and it has been afforded
              the opportunity to ask questions regarding the Company, the
              Notes, and the Warrants, all as it has found necessary to make an
              informed investment decision.

         4.4. It is experienced in evaluating and investing in private
              placement transactions of securities of companies in a similar
              stage or development and acknowledges that it is able to fend for
              itself, can bear the economic risk of such its investment, and
              has such knowledge and experience in financial and business
              matters that it is capable of evaluating the merits and risks of
              the investment in the Notes and Warrants.

         4.5. If it is a corporation, partnership, trust, or other entity, it
              was not formed for the specific purpose of acquiring the Notes or
              Warrants offered hereunder.

         4.6. It is an "accredited investor" as provided under the 1933 Act and
              regulations adopted thereunder and is a resident of the state
              listed on SCHEDULE 1 hereto; and all information supplied by it
              to the Company with respect to his or its purchase of the Notes
              and Warrants has been and shall be true, complete, and accurate.

5.       SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
         warranties contained in this Agreement by any party to this Agreement
         and any certificate or other instrument delivered by or on behalf of
         any party pursuant to this Agreement shall be continuous and shall
         survive the Closing and the issuance of all shares of the Company's
         capital stock. Each party shall have the right to rely on each other
         party's representations and warranties made herein, notwithstanding any
         investigation conducted by such party.


                                       12
<PAGE>


6.       COVENANTS OF THE COMPANY. The Company hereby covenants and agrees as
         follows:

          6.1. USE OF PROCEEDS. The proceeds from the sale of the Notes and
               Warrants pursuant to this Agreement shall be used by the Company
               for working capital, to make acquisitions and for other corporate
               purposes.

          6.2. FINANCIAL REPORTING. Subject to Section 6.3, the Company shall
               furnish to the Investors:

               (a)  an audited balance sheet and statements of income and cash
                    flow within ninety (90) days after the end of each fiscal
                    year, together with comparative figures for the last
                    preceding fiscal year prepared by a firm of certified public
                    accountants acceptable from time to time to a majority in
                    interest of the outstanding Series A Preferred Stock, Series
                    B Preferred Stock, Series C Preferred Stock and Common Stock
                    of the Company voting together as a single class on an as if
                    converted basis;

               (b)  as soon as available, and in any event within thirty (30)
                    days after the close of each calendar month, an unaudited
                    balance sheet and statement of income and cash flows for
                    such month, together with comparative figures for both the
                    month just ended and the portion of the fiscal year then
                    ended, and a written one or two page monthly summary of the
                    Company's operations. Such financial statements shall be
                    prepared in accordance with generally accepted accounting
                    principles consistently applied (subject to audit and
                    year-end adjustments) by the principal financial or
                    accounting officer of the Company;

               (c)  as soon as available, and in any event within thirty (30)
                    days before the close of each fiscal year, a business plan
                    and projections for the Company's next fiscal year; and

               (d)  such additional information with respect to the Company's
                    financial condition as may be reasonably requested by the
                    Investors.

          6.3. TERMINATION OF COVENANTS. The covenants set forth in Section 6.2
               shall terminate and be of no further force or effect at such time
               as the Company is required to file reports pursuant to Sections
               13 or 15(d) of the Securities Exchange Act of 1934.

          6.4. RESERVATION OF SHARES. On and after the Closing Date, the Company
               will reserve and keep reserved at all times sufficient shares of
               Series C Preferred Stock and/or Preferred Stock for issuance upon
               conversion of the Notes and Warrants (and a correspondingly
               sufficient number of shares of Common Stock for issuance upon
               conversion of such Series C Preferred Stock and/or Preferred
               Stock). Immediately prior to the occurrence of any event that
               would cause the number of shares of Series C Preferred Stock
               and/or Preferred Stock or type of securities into which the Notes
               and Warrants would be convertible, to be adjusted, the Company
               shall take any and all actions necessary to permit such
               conversion or exercise. Upon


                                       13
<PAGE>


               conversion of the Notes and/or exercise of the Warrants, the
               Company will promptly issue and deliver the shares of Series C
               Preferred Stock and/or Preferred Stock required to be delivered.
               Upon conversion of such Series C Preferred Stock and/or Preferred
               Stock, the Company will promptly issue and deliver the shares of
               Common Stock in accordance with the Amended and Restated Articles
               of Incorporation of the Company.

7.        MISCELLANEOUS.

          7.1. CONSTRUCTION; GOVERNING LAW. The section headings contained in
               this Agreement are inserted as a matter of convenience and shall
               not affect in any way the construction of the terms of this
               Agreement. This Agreement shall be governed by and interpreted in
               accordance with the laws of the State of Georgia.

          7.2. PARTIES IN INTEREST; ASSIGNMENT. Except as otherwise provided
               herein, all covenants and agreements contained in this Agreement
               by or on behalf of any of the parties to this Agreement shall
               bind and inure to the benefit of their respective heirs,
               executors, successors, and assigns, whether so expressed or not.
               Nothing in this Agreement, express or implied, is intended to
               confer upon any party other than the parties hereto and their
               respective successors and assigns any rights, remedies,
               obligations or liabilities under or by reason of this Agreement.
               This Agreement is not assignable and any purported assignment
               shall be null and void.

          7.3. ENTIRE AGREEMENT. This Agreement, the Exhibits and Schedules
               hereto, the Disclosure Letter and the other documents delivered
               pursuant hereto constitute the full and entire understanding and
               agreement among the parties with regard to the subjects hereof
               and no party shall be liable or bound to any other party in any
               manner by any representations, warranties, covenants, or
               agreements except as specifically set forth herein or therein.

          7.4. SEPARABILITY. Any invalidity, illegality, or limitation of the
               enforceability with respect to any Investor of any one or more of
               the provisions of this Agreement, or any part thereof, whether
               arising by reason of the law of any such Investor's domicile or
               otherwise, shall in no way affect or impair the validity,
               legality, or enforceability of this Agreement with respect to
               other Investors. In case any provision of this Agreement shall be
               invalid, illegal, or unenforceable, the validity, legality, and
               enforceability of the remaining provisions shall not in any way
               be affected or impaired thereby.

          7.5. AMENDMENT AND WAIVER. Any term of this Agreement may be amended
               and the observance of any term of this Agreement may be waived
               with the written consent of the Company and the Investors of more
               than two-thirds of the outstanding principal amount of the Notes.
               Any amendment or waiver effected in accordance with this
               paragraph shall be binding upon each holder of any securities
               purchased under this Agreement at the time outstanding (including
               securities into which such


                                       14
<PAGE>


               securities have been converted), each future holder of all such
               securities, and the Company.

          7.6. NOTICES. All notices, requests, consents, and other
               communications under this Agreement shall be in writing and shall
               be mailed by first class, registered, or certified mail, postage
               prepaid, or sent via overnight courier service, or delivered
               personally:

               If to Investors to the address set forth opposite their name on
               SCHEDULE 1 hereto.

               If to the Company to:                  Primis, Inc.
                                                      Suite 320
                                                      11475 Great Oaks Way
                                                      Alpharetta, GA  30022
                                                      Attn:  C. James Schaper,
                                                      President and CEO

               or to such other address of which the addressee shall have
               notified the sender in writing. Notices mailed in accordance with
               this section shall be deemed given when mailed, and notices sent
               by overnight courier service shall be deemed given when placed in
               the hands of a representative of such service.

          7.7. ATTORNEY'S FEES. If any action at law or in equity is necessary
               to enforce or interpret the terms of this Agreement or any
               Ancillary Agreement, the prevailing party shall be entitled to
               reasonable attorneys' fees, costs, and disbursements in addition
               to any other relief to which such party may be entitled.

          7.8. PUBLIC STATEMENTS. Neither the Company nor Investors shall,
               without the prior written approval of the other parties hereto,
               make any press release or other public announcement concerning
               the transactions contemplated by this Agreement. Investors and
               the Company may disclose information with respect to the
               transaction contemplated hereby to their respective employees,
               agents, consultants and third parties only to the extent such
               persons have a need to know such information.

          7.9. COUNTERPARTS. This Agreement may be executed in any number of
               counterparts, each of which shall be deemed an original, but all
               of which together shall constitute one instrument.

         7.10. RIGHTS OF INVESTORS. Each holder of Notes and Warrants shall
               have the absolute right to exercise or refrain from exercising
               any right or rights that such holder may have by reason of this
               Agreement or any Notes and Warrants, including without limitation
               the right to consent to the waiver of any obligation of the
               Company under this Agreement and to enter into an agreement with
               the Company for the purpose of modifying this Agreement or any
               agreement effecting any such


                                       15
<PAGE>


               modification, and such holder shall not incur any liability to
               any other holder or holders of capital stock of the Company with
               respect to exercising or refraining from exercising any such
               right or rights.

         7.11. EXCULPATION AMONG INVESTORS. Each Investor acknowledges that he
               is not relying upon any person, firm, or corporation, other than
               the Company and its current officers and directors, in making its
               investment or decision to invest in the Company. Each Investor
               agrees that no other Investor nor the respective agents of any
               other Investor shall be liable for any action heretofore or
               hereafter taken or omitted to be taken by any of them in
               connection with the Notes and Warrants.

                     [COUNTERPART SIGNATURE PAGES TO FOLLOW]


                                       16
<PAGE>


         IN WITNESS WHEREOF, the Company has caused this counterpart signature
page to this Convertible Promissory Note and Warrant Purchase Agreement to be
signed by its duly authorized officer.



                                         "THE COMPANY"

                                         PRIMIS, INC.

                                         By:______________________________
                                            C. James Schaper, President and CEO





           [COUNTERPART SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE
                         AND WARRANT PURCHASE AGREEMENT
              BETWEEN PRIMIS, INC. AND THE INVESTORS NAMED HEREIN]


<PAGE>


         IN WITNESS WHEREOF, the undersigned Investor has caused this
counterpart signature page to this Convertible Promissory Note and Warrant
Purchase Agreement to be signed by its duly authorized representative.

                                           "THE INVESTOR"

                                           ____________________________________
                                           J. David Grissom





           [COUNTERPART SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE
                         AND WARRANT PURCHASE AGREEMENT
              BETWEEN PRIMIS, INC. AND THE INVESTORS NAMED HEREIN]


<PAGE>


         IN WITNESS WHEREOF, the undersigned Investor has caused this
counterpart signature page to this Convertible Promissory Note and Warrant
Purchase Agreement to be signed by its duly authorized representative.

                                        "THE INVESTOR"

                                        WINDCREST PARTNERS

                                        By:_________________________________
                                        Title:_________________________________





           [COUNTERPART SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE
                         AND WARRANT PURCHASE AGREEMENT
              BETWEEN PRIMIS, INC. AND THE INVESTORS NAMED HEREIN]


<PAGE>


         IN WITNESS WHEREOF, the undersigned Investor has caused this
counterpart signature page to this Convertible Promissory Note and Warrant
Purchase Agreement to be signed by its duly authorized representative.

                                        "THE INVESTOR"

                                        RICHLAND VENTURES II, L.P.

                                        By:_________________________________
                                        Title:_________________________________





           [COUNTERPART SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE
                         AND WARRANT PURCHASE AGREEMENT
              BETWEEN PRIMIS, INC. AND THE INVESTORS NAMED HEREIN]


<PAGE>


         IN WITNESS WHEREOF, the undersigned Investor has caused this
counterpart signature page to this Convertible Promissory Note and Warrant
Purchase Agreement to be signed by its duly authorized representative.

                                   "THE INVESTOR"

                                   SOUTH ATLANTIC PRIVATE EQUITY
                         FUND IV, LIMITED PARTNERSHIP

                                   By:      South  Atlantic  Private  Equity
                                            Partners, Limited Partnership, Its
                                            General Partner

                                   By:_________________________________
                                        Its General Partner





           [COUNTERPART SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE
                         AND WARRANT PURCHASE AGREEMENT
              BETWEEN PRIMIS, INC. AND THE INVESTORS NAMED HEREIN]


<PAGE>


         IN WITNESS WHEREOF, the undersigned Investor has caused this
counterpart signature page to this Convertible Promissory Note and Warrant
Purchase Agreement to be signed by its duly authorized representative.

                            "THE INVESTOR"

                            SOUTH ATLANTIC PRIVATE EQUITY
                    FUND IV (Q.P.), LIMITED PARTNERSHIP

                            By:      South  Atlantic  Private  Equity  Partners,
                                     Limited Partnership, Its General Partner

                            By: _________________________________
                                 Its General Partner





           [COUNTERPART SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE
                         AND WARRANT PURCHASE AGREEMENT
              BETWEEN PRIMIS, INC. AND THE INVESTORS NAMED HEREIN]


<PAGE>


         IN WITNESS WHEREOF, the undersigned Investor has caused this
counterpart signature page to this Convertible Promissory Note and Warrant
Purchase Agreement to be signed by its duly authorized representative.

                           "THE INVESTOR"

                           MOORE GLOBAL INVESTMENTS, LTD.

                           By:      Moore Capital Management, Its Trading
                                    Advisor

                           By:_______________________________________
                           Title: _____________________________________





           [COUNTERPART SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE
                         AND WARRANT PURCHASE AGREEMENT
              BETWEEN PRIMIS, INC. AND THE INVESTORS NAMED HEREIN]


<PAGE>


         IN WITNESS WHEREOF, the undersigned Investor has caused this
counterpart signature page to this Convertible Promissory Note and Warrant
Purchase Agreement to be signed by its duly authorized representative.

                     "THE INVESTOR"

                     REMINGTON INVESTMENTS STRATEGIES, L.P.

                     By:      Moore Capital Advisors, LLC, Its General Partner

                     By:_______________________________________
                     Title: _____________________________________





           [COUNTERPART SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE
                         AND WARRANT PURCHASE AGREEMENT
              BETWEEN PRIMIS, INC. AND THE INVESTORS NAMED HEREIN]


<PAGE>


         IN WITNESS WHEREOF, the undersigned Investor has caused this
counterpart signature page to this Convertible Promissory Note and Warrant
Purchase Agreement to be signed by its duly authorized representative.

                                  "THE INVESTOR"

                                  CHRYSALIS VENTURES LIMITED PARTNERSHIP

                                  By:      Chrysalis  Ventures,  LLC,  Its
                                           Manager

                                  By: ________________________________
                                        David A. Jones, Jr., Manager





           [COUNTERPART SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE
                         AND WARRANT PURCHASE AGREEMENT
              BETWEEN PRIMIS, INC. AND THE INVESTORS NAMED HEREIN]


<PAGE>


         IN WITNESS WHEREOF, the undersigned Investor has caused this
counterpart signature page to this Convertible Promissory Note and Warrant
Purchase Agreement to be signed by its duly authorized representative.

                               "THE INVESTOR"

                               JG FUNDING, LLC

                               By:      Chrysalis Ventures, LLC, Its Manager

                               By:_______________________________________
                                      David A. Jones, Jr., Manager





           [COUNTERPART SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE
                         AND WARRANT PURCHASE AGREEMENT
              BETWEEN PRIMIS, INC. AND THE INVESTORS NAMED HEREIN]


<PAGE>


         IN WITNESS WHEREOF, the undersigned Investor has caused this
counterpart signature page to this Convertible Promissory Note and Warrant
Purchase Agreement to be signed by its duly authorized representative.

                                    "THE INVESTOR"

                                    _______________________________________
                                    W. Patrick Ortale, III





           [COUNTERPART SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE
                         AND WARRANT PURCHASE AGREEMENT
              BETWEEN PRIMIS, INC. AND THE INVESTORS NAMED HEREIN]


<PAGE>


         IN WITNESS WHEREOF, the undersigned Investor has caused this
counterpart signature page to this Convertible Promissory Note and Warrant
Purchase Agreement to be signed by its duly authorized representative.

                                         "THE INVESTOR"

                                         _______________________________________
                                         Jack Tyrrell





           [COUNTERPART SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE
                         AND WARRANT PURCHASE AGREEMENT
              BETWEEN PRIMIS, INC. AND THE INVESTORS NAMED HEREIN]


<PAGE>


<TABLE>
<CAPTION>
                                   Schedule 1

INVESTOR NAME AND ADDRESS                                                PRINCIPAL AMOUNT OF NOTE
<S>                                                                             <C>
J. David Grissom                                                                $2,239,391
c/o Mayfair Capital
Suite 2510
400 West Market Street
Louisville, KY  40202

Windcrest Partners                                                              $1,197,118
49th Floor
122 East 42nd Street
New York, NY  10168-0130

Richland Ventures II, L.P.                                                      $1,969,759
3100 West End Avenue
Suite 400
Nashville, TN  37203-1304

South Atlantic Private Equity Fund IV                                             $827,299
Limited Partnership
614 W. Bay Street, Suite 200
Tampa, FL   33606

South Atlantic Private Equity Fund IV                                           $1,142,460
(Q.P.), Limited Partnership
614 W. Bay Street, Suite 200
Tampa, FL  33606

Moore Global Investments, Ltd.                                                  $1,575,807
c/o Citco Fund Services (Bahamas), Ltd.
Bahamas Financial Center
Charlotte & Shirley Street
P.O. Box CB 13136
Nassau, Bahamas

Remington Investments Strategies, L.P.                                            $393,952
1251 Avenue of the Americas
New York, NY  10020

J.G. Funding, LLC                                                             $ 500,000
</TABLE>


<PAGE>


<TABLE>

<S>                                                                             <C>
1850 National City Tower
101 South Fifth Street
Louisville, KY  40202

Jack Tyrrell
c/o Richland Ventures II, L.P.                                                    $103,596
3100 West End Avenue
Suite 400
Nashville, TN  37203-1304

W. Patrick Ortale, III
c/o Richland Ventures II, L.P.                                                     $51,797
3100 West End Avenue
Suite 400
Nashville, TN  37203-1304

Sheila J. Benson                                                                      $10,000
2700 Highway 280E
Suite 60
Birmingham, Alabama 35243
</TABLE>


<PAGE>


                                    EXHIBIT A

                 Amended and Restated Articles of Incorporation


<PAGE>


                                    EXHIBIT B

                       Form of Convertible Promissory Note


<PAGE>


                                    EXHIBIT C

                                 Form of Warrant