<PAGE>

                                                                   EXHIBIT 10.21


           CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT

                  THIS CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE
AGREEMENT ("Agreement") is made and entered into as of the 18th day of January,
2000, 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 Nine Million Seven Hundred
Twenty-One Thousand Eight Hundred Sixty-Two Dollars ($9,721,862.00); 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 shares of Series C Convertible Preferred Stock or Common Stock of the
Company as determined 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 the Investors agree as follows:

1.       AUTHORIZATION AND ISSUANCE OF NOTES AND WARRANTS.

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

         1.2.     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 A hereto, in the amount set forth opposite such
                  Investor's name on SCHEDULE 1 hereto.

         1.3.     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 B.

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


<PAGE>

                  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 each Investor, 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 or Common Stock as provided for in
                  the Warrant.

3.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY. Except as set forth in
         the disclosure letter dated the date hereof delivered by the Company 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 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, as amended (the "Amended Articles") and bylaws
                  of the Company (and all amendments thereto) and minute book of
                  the Company (containing the records of meetings and written
                  consents of the stockholders, the board of directors and any
                  committees of the board of directors) 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 (a) 1,200,000 shares have been
                  designated Series A Convertible Preferred Stock ("Series A
                  Preferred Stock"), (b)


                                       2
<PAGE>

                  3,000,000 shares have been designated Series B Convertible
                  Preferred Stock ("Series B Preferred Stock"), (c) 2,500,000
                  shares have been designated Series C Convertible Preferred
                  Stock ("Series C Preferred Stock") and (d) 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. The
                  outstanding shares of Common Stock, Series A Preferred Stock
                  and Series B Preferred Stock have been duly authorized and
                  validly issued, and fully paid and nonassessable. 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 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 (assuming the accuracy of
                  the representations and warranties of Investors set forth in
                  Section 4.1 through 4.6 of this Agreement), and will not
                  violate the preemptive rights of any person. The shares of
                  Series C Preferred Stock and/or Common 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 Amended Articles,
                  the Notes and the Warrants, 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


                                       3
<PAGE>

                  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 restrictions, if any, created by Investors). The
                  issuance of the shares of Series C Preferred Stock or Common
                  Stock upon conversion of the Notes or exercise of the Warrants
                  and upon conversion of such Series C 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 Series C Preferred
                  Stock and Common Stock), and will not violate the preemptive
                  rights of any person.

         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 Amended Articles or the Bylaws of the Company, or result
                  in any Violation of any material lease, agreement, obligation,
                  instrument, permit, 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 Amended
                  Articles or Bylaws of the Company or in any respect of any
                  provision of any material contract to which the Company is a
                  party or by which it is bound.

         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 any Ancillary Agreement, or the
                  consummation by the Company of the transactions contemplated
                  hereby or thereby, which has not already been obtained, except
                  for notices of sale required to be filed with the Securities
                  and Exchange Commission,


                                       4
<PAGE>

                  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 the
                  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.

         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
                  therein 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.


                                       5
<PAGE>

         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.

         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;


                                       6
<PAGE>

                  (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
                  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. The Company has
                  not 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 such 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



                                       7
<PAGE>

                  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 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 in Section
                  3.21) 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



                                       8
<PAGE>

                  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.

         3.23.    QUALIFIED SMALL BUSINESS STOCK.. As of and immediately
                  following the Closing, the shares of Series C Preferred Stock
                  and/or 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 as 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 assets, as defined by
                  Code Section 1202(d)(2), at no time between August 1, 1997 and
                  through the 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



                                       9
<PAGE>

                  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, the Warrants, or any shares deliverable
                  upon conversion of the Notes or exercise of the Warrants
                  within the meaning of the Securities Act of 1933, as amended
                  (the "1933 Act").

         4.2.     It understands that (i) the Note, Warrants, and any shares
                  deliverable upon conversion of the Notes or exercise of the
                  Warrants 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, therefor, 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 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




                                       10
<PAGE>

                  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 or
                  domiciled in the state listed on SCHEDULE 1 hereto; and all
                  information supplied by it to the Company with respect to 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 the Notes, the Warrants and all
         shares of the Company's capital stock thereunder. 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.

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



                                       11
<PAGE>

                      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 Common Stock for
                  issuance upon conversion of the Notes and exercise of the
                  Warrants (and a correspondingly sufficient number of shares of
                  Common Stock for issuance upon conversion of such Series C
                  Preferred Stock). Immediately prior to the occurrence of any
                  event that would cause the number of shares of Series C
                  Preferred Stock and/or Common 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 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 Common Stock required to be delivered. Upon
                  conversion of such Series C Preferred Stock, the Company will
                  promptly issue and deliver the shares of Common Stock in
                  accordance with the Amended Articles.

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,



                                       12
<PAGE>

                  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 holding 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 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



                                       13
<PAGE>

                  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.     ATTORNEYS' 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
                  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 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]


                                       14
<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>


         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"


                                 _______________________________________
                                 Michael Robertson





           [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                                              $1,994,877
c/o Mayfair Capital
Suite 2510
400 West Market Street
Louisville, KY  40202

Windcrest Partners                                            $  600,000
49th Floor
122 East 42nd Street
New York, NY  10168-0130

Richland Ventures II, L.P.                                    $2,698,230
200 31st Avenue, N.
Suite 200
Nashville, TN  37203-1304

South Atlantic Private Equity Fund IV                         $  420,574
Limited Partnership
614 W. Bay Street, Suite 200
Tampa, FL   33606

South Atlantic Private Equity Fund IV                         $  580,792
(Q.P.), Limited Partnership
614 W. Bay Street, Suite 200
Tampa, FL  33606

Moore Global Investments, Ltd.                                $2,205,287
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.                        $  492,942
1251 Avenue of the Americas
New York, NY  10020

</TABLE>


<PAGE>

<TABLE>

<S>                                                           <C>
JG Funding, LLC                                               $  500,000
1850 National City Tower
101 South Fifth Street
Louisville, KY  40202

Jack Tyrrell
c/o Richland Ventures II, L.P.                                $   86,107
200 31st Avenue, N.
Suite 200
Nashville, TN  37203-1304

W. Patrick Ortale, III
c/o Richland Ventures II, L.P.                                $   43,053
200 31st Avenue, N.
Suite 200
Nashville, TN  37203-1304

Michael Robertson                                             $  100,000
c/o Hacienda Property Valuation
2340 Santa Rita Road
Suite 4
Pleasonton, CA  94566

</TABLE>

<PAGE>


                                    EXHIBIT A

                       Form of Convertible Promissory Note


<PAGE>


                                    EXHIBIT B

                                 Form of Warrant