CERTIFICATE OF DESIGNATIONS, PREFERENCES
                                   AND RIGHTS
                                       OF
                      SERIES I CONVERTIBLE PREFERRED STOCK
                                       OF
                          HOMECOM COMMUNICATIONS, INC.


         HomeCom Communications, Inc. (the "COMPANY"), a corporation organized
and existing under the General Corporation Law of the State of Delaware, does
hereby certify that, pursuant to authority conferred upon the Board of Directors
of the Company by the Certificate of Incorporation of the Company, and pursuant
to Section 151 of the General Corporation Law of the State of Delaware, the
Board of Directors of the Company at a meeting duly held, adopted resolutions
(i) authorizing a series of the Company's authorized preferred stock, $.01 par
value per share, and (ii) providing for the designations, preferences and
relative, participating, optional or other rights, and the qualifications,
limitations or restrictions thereof, of ___________shares of Series I
Convertible Preferred Stock of the Company, as follows:

         RESOLVED, that the Company is authorized to issue ____________ shares
of Series I Convertible Preferred Stock (the "SERIES I PREFERRED SHARES"), $.01
par value per share, which shall have the following powers, designations,
preferences and other special rights:

         (1) DIVIDENDS. The Series I Preferred Shares shall not bear any
dividends except as provided herein.

         (2) HOLDER'S CONVERSION OF SERIES I PREFERRED SHARES. A holder of
Series I Preferred Shares shall have the right, at such holder's option, to
convert the Series I Preferred Shares into shares of the Company's common stock,
$.0001 par value per share (the "COMMON STOCK"), on the following terms and
conditions:

                  (a) CONVERSION RIGHT. At any time or times on or after the
first date on which the Company's Certificate of Incorporation is validly
amended such that the number of authorized shares of Common Stock (the
"Authorized Common") equals or exceeds the sum (the "Common Equivalents") of (i)
the number of issued and outstanding shares of Common Stock plus (ii) the
aggregate of the number of shares of Common Stock into which all issued and
outstanding shares of any class of Company stock other than Common Stock are at
any time convertible (the period of time beginning on the date referred to above
and continuing for so long as the Authorized Common equals or exceeds the Common
Equivalents shall be referred to herein as the "Conversion Period") and
continuing during the Conversion Period, any holder of Series I Preferred Shares
shall be entitled to convert each Series I Preferred Share, in whole or in part,
into fully paid and nonassessable shares (rounded to the nearest whole share in
accordance with Section 2(e) below) of Common Stock at a rate, subject to
adjustment as provided herein, of 10,000 Shares of Common Stock for each Series
I Preferred Share (the "Conversion Rate") as and when the creation of such
Common Stock is duly authorized by all necessary corporate action, at the

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Conversion Rate; PROVIDED, HOWEVER, that in no event shall any holder be
entitled to convert Series I Preferred Shares if such conversion would cause the
aggregate number of shares of Common Stock beneficially owned by the holder and
its affiliates (including, but not limited to, any person who may be deemed an
affiliate for purposes of aggregation under Rule 144(e) promulgated under the
Securities Act of 1933, as amended) to exceed 9.9% of the outstanding shares of
the Common Stock following such conversion. For purposes of the foregoing
proviso, the aggregate number of shares of Common Stock beneficially owned by
the holder and its affiliates shall include the number of shares of Common Stock
issuable upon conversion of the Series I Preferred Shares with respect to which
the determination of such proviso is being made, but shall exclude the number of
shares of Common Stock which would be issuable upon conversion of the remaining,
nonconverted Series I Preferred Shares beneficially owned by the holder and its
affiliates. Except as set forth in the preceding sentence, for purposes of this
paragraph, beneficial ownership shall be calculated in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended.

         (b) ADJUSTMENT TO CONVERSION RATE AND OTHER EVENTS. The Conversion Rate
will be subject to adjustment from time to time as provided in this Section
2(b).

             (i)    ADJUSTMENT OF FIXED CONVERSION RATE UPON SUBDIVISION OR
                    COMBINATION OF COMMON STOCK. If the Company at any time
                    subdivides (by any stock split, stock dividend,
                    recapitalization or otherwise) one or more classes of its
                    outstanding shares of Common Stock into a greater number of
                    shares, the Conversion Rate in effect immediately prior to
                    such subdivision will be proportionately increased.  If the
                    Company at any time combines (by combination, reverse stock
                    split or otherwise) one or more classes of its outstanding
                    shares of Common Stock into a smaller number of shares, the
                    Conversion Rate in effect immediately prior to such
                    combination will be proportionately reduced.

             (ii)   REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER, OR
                    SALE. Any recapitalization, reorganization,
                    reclassification, consolidation, merger, sale of all or
                    substantially all of the Company's assets to another Person
                    (as defined below) or other similar transaction which is
                    effected in such a way that holders of Common Stock are
                    entitled to receive (either directly or upon subsequent
                    liquidation) stock, securities or assets with respect to or
                    in exchange for Common Stock is referred to herein as in
                    "Organic Change." Prior to the consummation of any Organic
                    Change, the Company will make appropriate provision to
                    insure that each of the holders of the Series I Preferred
                    Shares will thereafter have the right to acquire and receive
                    in lieu of or in addition to (as the  case may be) the
                    shares of Common Stock immediately theretofore acquirable
                    and receivable upon the conversion of such holder's Series I
                    Preferred Shares, such shares of stock, securities or assets

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<PAGE>

                    as may be issued or payable with respect to or in exchange
                    for the number of shares of Common Stock immediately
                    theretofore acquirable and receivable upon the conversion of
                    such holder's Series I Preferred Shares had such Organic
                    Change not taken place.  In any such case, the Company will
                    make appropriate provision (in form and substance
                    satisfactory to the holders of a majority of the Series I
                    Preferred Shares then outstanding) with respect to such
                    holders' rights and interests to insure that the provisions
                    of this Section 2(b) will thereafter be applicable to the
                    Series I Preferred Shares. The Company will not effect any
                    such consolidation, merger or sale, unless prior to the
                    consummation thereof the successor entity (if other than the
                    Company) resulting from consolidation or merger or the
                    entity purchasing such assets assumes, by written instrument
                    (in form and substance satisfactory to the holders of a
                    majority of the Series I Preferred Shares then outstanding),
                    the obligation to deliver to each holder of Series I
                    Preferred Shares such shares of stock, securities or assets
                    as, in accordance with the foregoing provisions, such holder
                    may be entitled to acquire. For purposes of this Agreement,
                    "PERSON" shall mean an individual, a limited liability
                    company, a partnership, a joint venture, a corporation, a
                    trust, an unincorporated organization and a government or
                    any department or agency thereof.

             (iii)  SPIN OFF.  If, at any time prior to a Conversion Date, the
                    Company consummates a spin off or otherwise divests itself
                    of a part of its business or operations or disposes of all
                    or of a part of its assets in a transaction (the "Spin Off")
                    in which the Company does not receive just compensation for
                    such business, operations or assets, but causes securities
                    of another entity (the "Spin Off Securities") to be issued
                    to security holders of the Company,  then the Company shall
                    cause (i) to be reserved Spin Off Securities equal to the
                    number thereof which would have been issued to the Holder
                    had all of the holder's Series I Preferred Shares
                    outstanding on the record date (the "Record Date") for
                    determining the amount and number of Spin Off Securities to
                    be issued to security holders of the Company been converted
                    as of the close of business on the trading day immediately
                    before the Record Date (the "Reserved Spin Off Shares"), and
                    (ii) to be issued to the Holder on the conversion of all or
                    any of the outstanding Series I Preferred Shares, such
                    amount of the Reserved Spin Off Shares equal to (x) the
                    Reserved Spin Off Shares multiplied by (y) a fraction, of
                    which (a) the numerator is the principal amount of the
                    outstanding Series I Preferred Shares then being converted,
                    and (b) the denominator is the principal amount of all the
                    outstanding Series I Preferred Shares.

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<PAGE>

             (iv)   NOTICES.

                                    (A) Immediately upon any adjustment of the
                                    Conversion Rate, the Company will give
                                    written notice thereof to each holder of
                                    Series I Preferred Shares, setting forth in
                                    reasonable detail and certifying the
                                    calculation of such adjustment.

                                    (B) The Company will give written notice to
                                    each holder of Series I Preferred Shares at
                                    least ten (10) days prior to the date on
                                    which the Company closes its books or takes
                                    a record (I) with respect to any dividend or
                                    distribution upon the Common Stock, (II)
                                    with respect to any pro rata subscription
                                    offer to holders of Common Stock or (III)
                                    for determining rights to vote with respect
                                    to any Organic Change, dissolution or
                                    liquidation.

                                    (C) The Company will also give written
                                    notice to each holder of Series I Preferred
                                    Shares at least ten (10) days prior to the
                                    date on which any Organic Change (as defined
                                    below), dissolution or liquidation will take
                                    place.

                  (c) MECHANICS OF CONVERSION. Subject to the Company's ability
to fully satisfy its obligations under a Conversion Notice (as defined below) as
provided for in Section 5 below:

                  (i)      HOLDER'S DELIVERY REQUIREMENTS. To convert Series I
                           Preferred Shares into full shares of Common Stock on
                           any date  (the "CONVERSION DATE"), the holder thereof
                           shall (A) deliver or transmit by facsimile, for
                           receipt on or prior to 11:59 p.m., Eastern Standard
                           Time, on such date, a copy of a fully executed notice
                           of conversion in the form attached hereto as Exhibit
                           I (the "CONVERSION  NOTICE") to the Company or its
                           designated transfer agent (the "TRANSFER AGENT"), and
                           (B) surrender to a common carrier for delivery to the
                           Company or the Transfer Agent as soon as  practicable
                           following such date, the original certificates
                           representing the Series I  Preferred Shares being
                           converted (or an indemnification undertaking with
                           respect to such shares in the case of their loss,
                           theft or destruction) (the "PREFERRED STOCK
                           CERTIFICATES") and the originally executed Conversion
                           Notice.

                  (ii)     COMPANY'S RESPONSE. Upon receipt by the Company of a
                           facsimile copy of a Conversion Notice, the Company
                           shall immediately send, via facsimile, a confirmation
                           of receipt of such Conversion Notice to such holder.
                           Upon receipt by the Company or the Transfer Agent of
                           the Preferred Stock Certificates to be converted
                           pursuant to a Conversion Notice, together with the
                           originally executed Conversion Notice, the Company or
                           the Transfer Agent (as applicable) shall, within five
                           (5) business days following the date of receipt, (A)
                           issue and surrender to a common carrier for overnight

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<PAGE>

                           delivery to the address as specified in the
                           Conversion Notice, a certificate,  registered in the
                           name of the holder or its designee, for the number of
                           shares of Common Stock to which the holder shall be
                           entitled or (B) credit the aggregate number of shares
                           of Common Stock to which the holder shall be entitled
                           to the holder's or its designee's balance account
                           at The Depository Trust Company.

                  (iii)    RECORD HOLDER. The person or persons entitled to
                           receive the shares of Common Stock issuable upon a
                           conversion of Series I Preferred Shares shall be
                           treated for all purposes as the record holder or
                           holders of such shares of Common Stock on the
                           Conversion Date.

                  (d) FRACTIONAL SHARES. The Company shall not issue any
fraction of a share of Common Stock upon any conversion. All shares of Common
Stock (including fractions thereof) issuable upon conversion of more than one
share of the Series I Preferred Shares by a holder thereof shall be aggregated
for purposes of determining whether the conversion would result in the issuance
of a fraction of a share of Common Stock. If, after the aforementioned
aggregation, the issuance would result in the issuance of a fraction of a share
of Common Stock, the Company shall round such fraction of a share of Common
Stock up or down to the nearest whole share.

                  (e) TAXES. The Company shall pay any and all taxes which may
be imposed upon it with respect to the issuance and delivery of Common Stock
upon the conversion of the Series I Preferred Shares.

            (3) REISSUANCE OF CERTIFICATES. In the event of a conversion or
redemption pursuant to this Certificate of Designations of less than all of the
Series I Preferred Shares represented by a particular Preferred Stock
Certificate, the Company shall promptly cause to be issued and delivered to the
holder of such Series I Preferred Shares a Preferred Stock Certificate
representing the remaining Series I Preferred Shares which have not been so
converted or redeemed.

         (4) RESERVATION OF SHARES. During the Conversion Period, the Company
shall, so long as any of the Series I Preferred Shares are outstanding, reserve
and keep available out of its authorized and unissued Common Stock, solely for
the purpose of effecting the conversion of the Series I Preferred Shares, such
number of shares of Common Stock as shall from time to time be sufficient to
affect the conversion of all of the Series I Preferred Shares then outstanding;
provided that the number of shares of Common Stock so reserved shall at no time
be less than 100% of the number of shares of Common Stock for which the Series I
Preferred Shares are at any time convertible.

         (5) VOTING RIGHTS. The Series I Shares shall have no voting rights
except as otherwise provided in this Section 9 or as required by the General
Corporation Law of the State of Delaware.

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         (6) LIQUIDATION, DISSOLUTION, WINDING-UP. In the event of any voluntary
or involuntary liquidation, dissolution, or winding up of the Company, the
holders of the Series I Preferred Shares shall be entitled to receive in cash
out of the assets of the Company, whether from capital or from earnings
available for distribution to its stockholders (the "PREFERRED FUNDS"), before
any amount shall be paid to the holders of any of the capital stock of the
Company of any class junior in rank to the Series I Preferred Shares in respect
of the preferences as to the distributions and payments on the liquidation,
dissolution and winding up of the Company, an amount per Series I Preferred
Share equal to $100 (such sum being referred to as the "LIQUIDATION VALUE");
provided that, if the Preferred Funds are insufficient to pay the full amount
due to the holders of Series I Preferred Shares and holders of shares of other
classes or series of preferred stock of the Company that are of equal rank with
the Series I Preferred Shares as to payments of Preferred Funds (the "PARI PASSU
SHARES"), then each holder of Series I Preferred Shares and Pari Passu Shares
shall receive a percentage of the Preferred Funds equal to the full amount of
Preferred Funds payable to such holder as a liquidation preference, in
accordance with their respective Certificate of Designations, Preferences and
Rights, as a percentage of the full amount of Preferred Funds payable to all
holders of Series I Preferred Shares and Pari Passu Shares. The purchase or
redemption by the Company of stock of any class in any manner permitted by law,
shall not for the purposes hereof, be regarded as a liquidation, dissolution or
winding up of the Company. Neither the consolidation or merger of the Company
with or into any other Person, nor the sale or transfer by the Company of less
than substantially all of its assets, shall, for the purposes hereof, be deemed
to be a liquidation, dissolution or winding up of the Company. No holder of
Series I Preferred Shares shall be entitled to receive any amounts with respect
thereto upon any liquidation, dissolution or winding up of the Company other
than the amounts provided for herein.

         (7) PREFERRED RATE. All shares of Common Stock shall be of junior rank
to all Series I Preferred Shares in respect to the preferences as to
distributions and payments upon the liquidation, dissolution, and winding up of
the Company. The rights of the Series I Preferred Shares shall be junior to and
subject to the preferences and relative rights of the Series B Convertible
Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible
Preferred Stock, Series E Convertible Preferred Stock, Series F Convertible
Preferred Stock, Series G Convertible Preferred Stock and Series H Convertible
Preferred Stock. Without the prior express written consent of the holders of not
less than a majority of the then outstanding Series I Preferred Shares, the
Company shall not hereafter authorize or issue additional or other capital stock
that is of senior or equal rank to the Series I Preferred Shares in respect of
the preferences as to distributions and payments upon the liquidation,
dissolution and winding up of the Company. Without the prior express written
consent of the holders of not less than a majority of the then outstanding
Series I Preferred Shares, the Company shall not hereafter authorize or make any
amendment to the Company's Certificate of Incorporation or bylaws, or make any
resolution of the board of directors with the Delaware Secretary of State
containing any provisions, which would materially and adversely affect or
otherwise impair the rights or relative priority of the holders of the Series I
Preferred Shares relative to the holders of the Common Stock or the holders of
any other class of capital stock. In the event of the merger or consolidation of

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the Company with or into another corporation, the Series I Preferred Shares
shall maintain their relative powers, designations, and preferences provided for
herein and no merger shall result inconsistent therewith.

         (8) RESTRICTION ON DIVIDENDS. If any Series I Preferred Shares are
outstanding, without the prior express written consent of the holders of not
less than a majority of the then outstanding Series I Preferred Shares, the
Company shall not directly or indirectly declare, pay or make any dividends or
other distributions upon any of the Common Stock so long as written notice
thereof has not been given to holders of the Series I Preferred Shares at least
10 days prior to the earlier of (a) the record date taken for or (b) the payment
of any such dividend or other distribution. Notwithstanding the foregoing, this
Section 8 shall not prohibit the Company from declaring and paying a dividend in
cash with respect to the Common Stock so long as the Company: (i) pays
simultaneously to each holder of Series I Preferred Shares an amount in cash
equal to the amount such holder would have received had all of such holder's
Series I Preferred Shares been converted to Common Stock pursuant to Section 2
hereof one business day prior to the record date for any such dividend, and (ii)
after giving effect to the payment of any dividend and any other payments
required in connection therewith including to the holders of the Series I
Preferred Shares, the Company has in cash or cash equivalents an amount equal to
the aggregate of: (A) all of its liabilities reflected on its most recently
available balance sheet, (B) the amount of any indebtedness incurred by the
Company or any of its subsidiaries since its most recent balance sheet and (C)
120% of the amount payable to all holders of any shares of any class of
preferred stock of the Company assuming a liquidation of the Company as the date
of its most recently available balance sheet.

         (9) VOTE TO CHANGE THE TERMS OF SERIES I PREFERRED SHARES. The
affirmative vote at a meeting duly called for such purpose, or the written
consent without a meeting of the holders of not less than 66-2/3% of the then
outstanding Series I Preferred Shares, shall be required for any change to this
Certificate of Designations or the Company's Certificate of Incorporation which
would amend, alter, change or repeal any of the powers, designations,
preferences and rights of the Series I Preferred Shares.

         (10) LOST OR STOLEN CERTIFICATES. Upon receipt by the Company of
evidence satisfactory to the Company of the loss, theft, destruction or
mutilation of any Preferred Stock Certificates representing the Series I
Preferred Shares, and, in the case of loss, theft or destruction, of any
indemnification undertaking by the holder to the Company and, in the case of
mutilation, upon surrender and cancellation of the Preferred Stock
Certificate(s), the Company shall execute and deliver new preferred stock
certificate(s) of like tenor and date; provided, however, the Company shall not
be obligated to re-issue preferred stock certificates if the holder
contemporaneously requests the Company to convert such Series I Preferred Shares
into Common Stock.

         (11) WITHHOLDING TAX OBLIGATIONS. Notwithstanding anything herein to
the contrary, to the extent that the Company receives advice in writing from its
counsel that there is a reasonable basis to believe that the Company is required
by applicable federal laws or regulations to withhold taxes and delivers a copy

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of such written advice to the holders of the Series I Preferred Shares so
affected, the Company may reasonably condition the making of any distribution
(as such term is defined under applicable federal tax law and regulations) in
respect of any Series I Preferred Share on the holder of such Series I Preferred
Shares depositing with the Company an amount of cash sufficient to enable the
Company to satisfy its withholding tax obligations (the "WITHHOLDING TAX") with
respect to such distribution. Notwithstanding the foregoing or anything to the
contrary, if any holder of the Series I Preferred Shares so affected receives
advice in writing from its counsel that there is a reasonable basis to believe
that the Company is not so required by applicable federal laws or regulations
and delivers a copy of such written advice to the Company, the Company shall not
be permitted to condition the making of any such distribution in respect of any
Series I Preferred Share on the holder of such Series I Preferred Shares
depositing with the Company any Withholding Tax with respect to such
distribution, PROVIDED, HOWEVER, the Company may reasonably condition the making
of any such distribution in respect of any Series I Preferred Share on the
holder of such Series I Preferred Shares executing and delivering to the
Company, at the election of the holder, either: (i) if applicable, a properly
completed Internal Revenue Service Form 4224, or (ii) an indemnification
agreement in reasonably acceptable form, with respect to any federal tax
liability, penalties and interest that may be imposed upon the Company by the
Internal Revenue Service as a result of the Company's failure to withhold in
connection with such distribution to such holder.

                  [Remainder of page intentionally left blank.]

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         IN WITNESS WHEREOF, the Company has caused this Certificate of
Designations to be signed by ___________________, its ____________________, as
of the ______ day of June, 2004.

                                                HOMECOM COMMUNICATIONS, INC.



                                                By:_____________________________





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                                    EXHIBIT I

                          HOMECOM COMMUNICATIONS, INC.
                                CONVERSION NOTICE

Reference is made to the Certificate of Designations, Preferences and Rights of
HomeCom Communications, Inc. (the "CERTIFICATE OF DESIGNATIONS"). In accordance
with and pursuant to the Certificate of Designations, the undersigned hereby
elects to convert the number of shares of Series I Convertible Preferred Stock,
$.01 par value per share (the "Series I PREFERRED SHARES"), of HomeCom
Communications, Inc., a Delaware corporation (the "COMPANY"), indicated below
into shares of Common Stock, $.0001 par value per share (the "COMMON STOCK"), of
the Company, by tendering the stock certificate(s) representing the share(s) of
Series I Preferred Shares specified below as of the date specified below.

The undersigned acknowledges that any sales by the undersigned of the securities
issuable to the undersigned upon conversion of the Series I Preferred Shares
shall be made only pursuant to (i) a registration statement effective under the
Securities Act of 1933, as amended (the "ACT"), or (ii) advice of counsel that
such sale is exempt from registration required by Section 5 of the Act.

                                Date of Conversion:

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

                                Number of Series I
                                Preferred Shares to be converted
                                ---------------------------------------------

                                Stock certificate no(s). of Series I
                                Preferred Shares to be converted:
                                ---------------------------------------------

Please confirm the following information:


                                Number of shares of Common Stock to be issued:

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

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please issue the Common Stock into which the Series I Preferred Shares are being
converted in the following name and to the following address:

                                Issue to:(1)

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

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

                                Facsimile Number:

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

                                Authorization:

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

                                By:

                                   ------------------------------------------
                                Title:

                                      ---------------------------------------
                                Dated:

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


ACKNOWLEDGED AND AGREED:

HOMECOM COMMUNICATIONS, INC.

By: _________________________________
Name: ______________________________
Title: _______________________________


Date: ___________________


--------

     (1) If other than to the record holder of the Series I Preferred Shares,
any applicable transfer tax must be paid by the undersigned.


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