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                                                                     Exhibit 4.5

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.

$____________                                                  January ___, 2000

                                  PRIMIS, INC.

                           CONVERTIBLE PROMISSORY NOTE

                  For value received, Primis, Inc., a Georgia corporation
("Payor"), having an address of Suite 320, 11475 Great Oaks Way, Alpharetta,
Georgia 30022, promises to pay to ___________, or its assigns ("Holder"), having
an address of __________________________, the principal sum of
__________________ ($____________), together with all accrued and unpaid
interest thereon as set forth below.

                  Interest on the unpaid principal balance of this Note shall
accrue at the rate of eight percent (8%) per annum compounded annually
commencing on the date hereof, and shall be payable in a single installment at
maturity as set forth below. All interest on this Note shall be computed daily
on the basis of the actual number of days elapsed over a year assumed to consist
of three hundred sixty (360) days. If not converted at an earlier date as
provided below, (i) the entire unpaid balance of principal and all accrued and
unpaid interest shall be due and payable one hundred eighty one (181) days
following the closing by the Company of a Qualified Equity Financing, as defined
below, or one hundred eighty (180) days from the date hereof if a Qualified
Equity Financing shall not have been completed prior thereto (the "Maturity
Date"), or (ii) Holder, at its election, may convert this Note on or prior to
the Maturity Date into the number of shares of Series C Convertible Preferred
Stock of the Company (the "Series C Preferred Stock") obtained by dividing (a)
the outstanding principal balance of, and all accrued and unpaid interest on,
this Note as of the date that is fifteen (15) days from the date written notice
is given by Holder to Payor of Holder's election to convert this Note, by (b)
$15.31 (as adjusted for any stock split, combination, consolidation or stock
distributions or stock dividends or recapitalizations or the like) (the
"Conversion Price Per Share").


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                  Notwithstanding the foregoing provisions of this Note, at the
closing of a Qualifying Equity Financing (as defined below) on or before the
Maturity Date, the entire outstanding principal balance of, and all accrued and
unpaid interest on, this Note may be converted, at the option of the Holder,
into shares of stock issued by Payor in such Qualifying Equity Financing equal
to the number obtained by dividing (a) the outstanding principal balance of, and
all accrued and unpaid interest on, this Note as of the closing date of the
Qualifying Equity Financing by (b) the lower of the Conversion Price Per Share
and the price per share of the stock issued in the Qualifying Equity Financing.
A "Qualifying Equity Financing" shall mean (i) a private equity financing in
which Payor sells shares of preferred or common stock and obtains gross cash
proceeds in an amount not less than Twenty Million Dollars ($20,000,000), or
(ii) a firm commitment underwritten public offering of shares of common stock of
Payor registered with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, from which the Company receives net proceeds
of not less than Thirty Million Dollars ($30,000,000) at a public offering price
of not less than the Conversion Price Per Share.

                  As promptly as practicable after the conversion of this Note,
Payor at its expense will issue and deliver to Holder, upon surrender of this
Note, a certificate or certificates for the number of full shares of equity
securities issuable upon such conversion. The issuance of such equity securities
shall be deemed to have been made, as applicable, either (i) immediately prior
to the close of business on the date of the closing of the Qualified Equity
Financing, or (ii) immediately prior to the close of business on the date which
is fifteen (15) days from the date written notice is given by Holder to Payor of
Holder's election to convert this Note into Series C Preferred Stock, and the
person or persons entitled to receive the shares of equity securities upon
conversion of this Note shall be treated for all purposes as the record holder
or holders of such shares of equity securities as of such date. No fractional
shares of equity securities shall be issued upon payment of this Note. In lieu
of Payor issuing any fractional shares to Holder, Payor shall pay to Holder the
amount of outstanding principal and interest that is not paid in shares of
equity securities, such payment to be made by check or in immediately available
funds.

                  Payor shall provide Holder with at least ten (10) days notice
prior to the closing of any Sale of the Company. Sale of the Company 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.

                  All payments of interest and principal shall be in lawful
money of the United States of America, and shall be made in immediately
available funds to Holder at the address first set forth above in this Note or
to such other person or entity or at such other address as may be designated in
writing by Holder. All payments shall be applied first to costs of collection,
if any, then to accrued and unpaid interest, and thereafter to principal. Payor
reserves the right to prepay this Note in whole or in part at any time or from
time to time upon five (5) days' prior written notice to Holder (as provided
above), without penalty, additional fees or premium.


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                  Payor hereby waives demand, notice, presentment, protest and
notice of dishonor.

                  If there is any default under this Note, and this Note is
placed in the hands of an attorney for collection or is collected through any
court, including any bankruptcy court, Payor promises to pay to Holder its
reasonable attorneys' fees and court costs incurred in collecting or attempting
to collect or securing or attempting to secure this Note, provided the same is
legally allowed by the laws of the State of Georgia.

                  If any provision, or portion thereof, of this Note, or the
application thereof to any persons or circumstances shall to any extent be
invalid or unenforceable, the remainder of this Note, or the application of such
provision, or portion thereof, to any other person or circumstances shall not be
affected thereby, and each provision of this Note shall be valid and enforceable
to the fullest extent permitted by law.

                  This Note, including matters of construction, validity and
performance, and the obligations arising hereunder, shall be construed in
accordance with and otherwise governed in all respects by the laws of the State
of Georgia applicable to contracts made and performed in such state and any
applicable law of the United States of America.

                  Failure of Holder to exercise any of its rights and remedies
shall not constitute a waiver of the right to exercise the same at that or any
other time. All rights and remedies of Holder for default under this Note shall
be cumulative to the greatest extent permitted by law. Time is of the essence in
the payment of all principal and interest on this Note and the performance of
Payor's obligations hereunder.

                  The Payor and any holder of this Note acknowledge that the
indebtedness of the Payor on this Note is subordinate to the indebtedness, if
any, of the Payor to Silicon Valley Bank, pursuant to that certain Loan and
Security Agreement, dated as of August 30, 1999 by and between the Payor and
Silicon Valley Bank.

                  This Note is being issued as one of a series of notes issued
by Payor on or about the date hereof and any of the terms of this Note
(including, without limitation, the Maturity Date, the rate of interest, and the
conversion features) may be waived or modified only in writing, signed by Payor
and holders of two thirds (2/3) in principal amount of all notes issued by Payor
in such series.

                                  PRIMIS, INC.

                                By: ____________________________________________
                                    C. James Schaper, President and CEO